Quarterly Results announcement form Name of listed company :Xinao Gas Holdings Limited Stock code :8149 Year end date :31/12/2002 Important Note : This result announcement form only contains extracted information from and should be read in conjunction with the detailed results announcement of the issuer, which can be viewed on the GEM website at http://www.hkgem.com Currency: RMB'000 (Unaudited) (Unaudited) Quarterly Results Announcement Current Last Corresponding Period Period from 01/01/2002 from 01/01/2001 to 31/03/2002 to 31/03/2001 RMB'000 RMB'000 Turnover : 68,655 33,636 Profit/(Loss) from Operations : 14,532 10,469 Finance cost : -2,230 -3,499 Share of Profit/(Loss) of Associates : N/A N/A Share of Profit/(Loss) of Jointly Controlled Entites : N/A N/A Profit/(Loss) after Taxation & MI : 10,415 4,310 % Change Over the Last Period : 141.65 % EPS / (LPS) - Basic : RMB1.64cents RMB1.03 cents - Diluted : RMB1.64cents N/A Extraordinary (ETD) Gain/(Loss) : 0 0 Profit (Loss) after ETD Items : 10,415 4,310 1st Q Dividend per Share : NIL NIL (specify if with other options) : N/A N/A B/C Dates for 1st Q Dividend : N/A to N/A bdi. Payable Date : N/A B/C Dates for AGM/SGM : N/A to N/A bdi. Other Distribution for Current Period: NIL B/C Dates for Other Distribution : N/A to N/A bdi. (bdi: both days inclusive) For and on behalf of Xinao Gas Holdings Limited Signature : Name : CHENG Chak Ngok Title : Company Secretary Responsibility statement The directors of the Company (the "Directors") as at the date hereof hereby collectively and individually accept full responsibility for the accuracy of the information contained in this results announcement form (the "Information") and confirm, having made all reasonable inquiries, that to the best of their knowledge and belief the Information are accurate and complete in all material respects and not misleading and that there are no other matters the omission of which would make the Information herein inaccurate or misleading.The Directors acknowledge that the Stock Exchange has no responsibility whatsoever with regard to the Information and undertake to indemnify the Exchange against all liability incurred and all losses suffered by the Exchange in connection with or relating to the Information. Remarks: 1. Group reorganisation and basis of preparation The Company was incorporated in the Cayman Islands as an exempted company with limited liability on 20 July 2000. On 28 March 2001, pursuant to a reorganisation (the "Reorganisation") to rationalise the group structure in preparation for the listing of the Company's shares on GEM, the Company became the holding company of the subsidiaries included in the Reorganisation. The shares of the Company were listed on GEM on 10 May 2001. The consolidated financial statements have been prepared using the merger basis of accounting as a result of the Reorganisation completed on 28 March 2001 referred to above. Under this basis, the Company has been treated as the holding company of its subsidiaries acquired through the Reorganisation for the entire financial period presented. The financial statements have been prepared under the historical cost convention as modified for the revaluation of certain properties. The financial statements have been prepared in accordance with accounting principles generally accepted in Hong Kong. 2. Turnover The Group's turnover comprises gas connection fees, gas usage charges and sales of gas appliances. 3. Earnings per share The calculation of basic earnings per share is based on the unaudited consolidated profit for the three months ended 31 March 2002 of approximately RMB10,415,000 (2001:RMB4,310,000) and the weighted average number of approximately 634,333,000 shares in issue during the three months ended 31 March 2002 (2001:420,000,000 shares). The calculation of diluted earnings per share is based on the unaudited consolidated net profit for the three months ended 31 March 2002 of approximately RMB10,415,000 and the weighted average number of 634,333,000 Shares in issue during the three months ended 31 March 2002, as used in the basic earnings per share calculation; and the weighted average number of 1,577,000 shares assumed to have been issued at no consideration on the deemed exercise of all share options during the three months ended 31 March 2002. Diluted earings per share for the three months ended 31 March 2001 is not presented as there were no potential diluting Shares in existence.