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. |