Quarterly Results announcement form Name of listed company :Vital BioTech Holdings Limited Stock code :8193 Year end date :31/12/2002 Auditors' report : Modified Qualified Unqualified X N/A 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: HK$'000 (Unaudited) (Unaudited) Quarterly Results Announcement Current Last Corresponding Period Period from 01/01/2002 from 01/01/2001 to 30/06/2002 to 30/06/2001 HK$'000 HK$'000 Turnover : 64,934 52,767 Profit/(Loss) from Operations : 22,127 14,917 Finance cost : 1,582 1,220 Share of Profit/(Loss) of Associates : 0 0 Share of Profit/(Loss) of Jointly Controlled Entites : 0 0 Profit/(Loss) after Taxation & MI : 18,121 13,484 % Change Over the Last Period : 34.39 % EPS / (LPS) - Basic : HK1.57cents HK1.40cents - Diluted : N/A N/A Extraordinary (ETD) Gain/(Loss) : 0 0 Profit (Loss) after ETD Items : 18,121 13,484 2nd Q Dividend per Share : HK1cent N/A (specify if with other options) : scrip dividend N/A B/C Dates for 2nd Q Dividend : 23/08/2002 to 28/08/2002 bdi. Payable Date : 18/09/2002 B/C Dates for AGM/SGM : N/A to N/A bdi. Other Distribution for Current Period : N/A B/C Dates for Other Distribution : N/A to N/A bdi. (bdi: both days inclusive) For and on behalf of Vital BioTech Holdings Limited Signature : Name : Au Yeung Ping Yuen, Terence Title : Executive Director 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 Pursuant to a group reorganisation (the "Group Reorganisation") to rationalise the group structure in preparation for the listing of the Company's shares on the Growth Enterprises Market ("GEM") of the Stock Exchange of Hong Kong Limited (the "Stock Exchange"), the Company became the holding company of the subsidiaries (collectively the "Group"), details of which are set out in the prospectus dated 30 January 2002 issued by the Company (the "Prospectus"). The Group Reorganisation was completed on 26 January 2002 and the shares of the Company were listed on the Stock Exchange on 7 February 2002. The unaudited results of the Group comprise the results of the Company and its subsidiaries. The Group Reorganisation was completed on 26 January 2002, in accordance with the Statement of Standard Accounting Practice issued by the Hong Kong Society of Accountants ("SSAP") No. 27 "Accounting for group reconstructions", the current Group structure can be deemed existing since 1 January 2002. The interim financial statements have been prepared in accordance with the SSAP No. 25 "Interim Financial Reporting" and the disclosure requirements set out in Chapter 18 of The Rules Governing the Listing of Securities on the GEM Stock Exchange. 2. Turnover Turnover represents invoiced value of sales, net of returns, discounts allowed or sales taxes where applicable during the period. 3. Earnings per share The calculation of the basic earnings per shares for the six months ended 30 June 2002 is based on the net profit attributable to the shareholders of approximately HK$18,121,000 (2001: HK$13,484,000) and on weighted average of approximately 1,150,939,000 (2001: 960,000,000) ordinary shares that would have been in issue throughout the period on the assumption that the Group Reorganisation and the capitalisation issue of 941,818,180 shares of the Company had been effective on 1 January 2001. Diluted earnings per share is not presented as the Company has no dilutive potential ordinary shares as at 30 June 2002 and 30 June 2001. 4. Dividend The Directors recommend the payment of an interim dividend of HK 1 cent per share for the six months ended 30 June 2002 (2001: HK$Nil), to be satisfied by way of a scrip dividend and/or in cash to Shareholders whose names appear on the Register of Member on 28 August 2002. Subject to the Listing Committee of The Stock Exchange of Hong Kong Limited granting listing of and permission to deal in the new shares to be alloted and issued pursuant to the proposed distribution of a scrip dividend mentioned herein, each Shareholder will be alloted fully-paid shares having an aggregate market value equal to the total amount, less five percentage discount, which such Shareholder could elect to receive in cash and will be given the option to elect to receive payment partly or wholly in cash instead of the allotment of shares. Dividend warrants and share certificates in respect of the proposed dividend are expected to be despatched to Shareholders on or about 18 September 2002. Full details of the scrip dividend will be sent out in a letter to Shareholders together with a form of election for cash on or about 29 August 2002.