VITAL BIOTECH<08193> - Results Announcement (Final, 2002, Summary)

Vital BioTech Holdings Limited announced on 28/02/2003:
(stock code: 08193)

Year end date                         :31/12/2002
Currency                              :HKD
Auditors' report                      :Unqualified
Review of Quarterly Report by         :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

                                            (Audited)         (Audited)
                                              Current              Last 
                                                          Corresponding
                                               Period            Period
                                      from 01/01/2002   from 01/01/2001
                                        to 31/12/2002     to 31/12/2001
                                                $'000             $'000

Turnover                             :        167,969           122,825
Profit/(Loss) from Operations        :         54,210            42,498
Finance cost                         :        (4,903)           (3,399)
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    :         40,592            38,125
% Change Over the Last Period        :          +6.47%
EPS / (LPS)
          Basic (in dollar)          :     HKD 0.0343        HKD 0.0397
          Diluted (in dollar)        :            N/A               N/A
Extraordinary (ETD) Gain/(Loss)      :            N/A               N/A
Profit (Loss) after ETD Items        :         40,592            38,125
Final Dividends per Share            :      HK 1 cent               NIL
(specify if with other options)      : Scrip dividend               N/A
B/C Dates for Final Dividends        :07/04/2003   to 10/04/2003   bdi.
Payable Date                         :     16/05/2003
B/C Dates for Annual General Meeting :07/04/2003   to 10/04/2003   bdi.
Other Distribution for Current Period:            NIL
B/C Dates for Other Distribution     :            N/A
                                          (bdi: both days inclusive)

                                            For and on behalf of
                                       Vital BioTech Holdings Limited
                            Signature :
                                 Name :       Lam Kai Cheung
                                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 on 30th May, 
2001 under the name of Vital*BioTech Holdings Limited as an
exempted company with limited liability under the Companies Law  
Cap 22 (Law 3 of 1961, as consolidated and revised) of the Cayman 
Islands. On 16th July, 2001, the Company changed its name to Vital 
BioTech Holdings Limited.

Pursuant to a group reorganisation (the ˇ§Group Reorganisationˇ¨) 
to rationalise the group structure in preparation for the listing
of the Companyˇ¦s shares on the Growth Enterprise Market (ˇ§GEMˇ¨) of 
The Stock Exchange of Hong Kong Limited (the ˇ§Stock Exchangeˇ¨), 
the Company became the holding company of the subsidiaries 
(collectively the ˇ§Groupˇ¨).  The Group Reorganisation was completed 
on 26th January, 2002 and the shares of the Company were listed on
the Stock Exchange on 7th February, 2002.  

The accounts have been prepared in accordance with accounting 
principles generally accepted in Hong Kong and comply with
accounting standards issued by the Hong Kong Society of Accountants
(the ˇ§HKSAˇ¨).  They have been prepared under the historical cost
convention except other investment is stated at fair value.

The Group Reorganisation has been reflected in the accounts by 
regarding the Group as a continuing group.  Accordingly, the 
consolidated accounts have been prepared on the merger basis as 
if the Company had been the holding company of the other companies 
comprising the Group throughout the two years ended 31st December, 
2002 and 2001, or from the respective dates of incorporation/
establishment or dates of effective acquisition by the Group,
where this is a shorter period.  In the opinion of the directors,
the consolidated accounts prepared on the above basis present
more fairly the results, cash flows and state of affairs of the
Group as a whole.


2. Turnover

The Group is principally engaged in the trading and manufacturing
of pharmaceutical products and licencing for granting a right to
the use of the Groupˇ¦s technology in pharmaceutical business. 
Turnover represents invoiced value of sales, net of returns, 
discounts allowed or sales taxes where applicable, and licence
fee income.


3. Earnings per share

Basic earnings per share is calculated based on the profit
attributable to shareholders of HK$40,592,000 and on the weighted 
average number of 1,183,538,255 shares in issue during the year. 
The comparative earnings per share is calculated based on the
profit attributable to shareholders of HK$38,125,000 and on an  
aggregate of 960,000,000 shares, comprising 3 shares issued
immediately after incorporation of the Company, 1,818,179 shares 
issued upon the Group Reorganisation together with 16,363,638 
shares issued as a result of share split and 941,818,180 shares
issued pursuant to the capitalisation issue for the then 
shareholders of the Company upon completion of the Group 
Reorganisation, which were deemed to have been in issue since
1st January, 2001. 

As the exercise price of the share options during the year ended 
31st December, 2002 was greater than the average market price of
the Companyˇ¦s share, there was no dilution effect on earnings per 
share for the year ended 31st December, 2002. There was no dilutive
instruments outstanding for the year ended 31st December, 2001.


4. Dividends

On 18th September, 2002, the Company paid an interim dividend of 
HK 1 cent (2001: Nil) per share to the shareholders. 

The Directors recommend the payment of a final dividend of HK 1 
cent per share for the year ended 31st December 2002 (2001: Nil).
Pursuant to a resolution of the Directors on 28th February 2003,
final dividend to be satisfied by way of a scrip dividend and/or
in cash to the shareholders whose names appear on the register of 
member on 7th April 2003. In the case of scrip dividend, the 
holder of every 20 shares will be entitled to one fully paid 
share of the Company as final dividend.

Subject to the Listing Committee of The Stock Exchange of Hong Kong
Ltd 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 three percent 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 16th May 2003. 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 14th April 2003.