HGC HOLDINGS<00757> - Results Announcement

Hutchison Global Communications Holdings Limited announced on 07/03/2005:
(stock code: 00757 )
Year end date: 31/12/2004
Currency: HKD
Auditors' Report: Unqualified

                                                        (Audited   )
                                     (Audited   )       Last
                                     Current            Corresponding
                                     Period             Period
                                     from 01/01/2004    from 01/01/2003
                                     to 31/12/2004      to 31/12/2003
                               Note  ('Million  )       ('Million  )
Turnover                           : 2,721              1,601             
Profit/(Loss) from Operations      : 197                167               
Finance cost                       : (95)               (114)             
Share of Profit/(Loss) of 
  Associates                       : N/A                N/A               
Share of Profit/(Loss) of
  Jointly Controlled Entities      : N/A                N/A               
Profit/(Loss) after Tax & MI       : 97                 53                
% Change over Last Period          : +83       %
EPS/(LPS)-Basic (in dollars)       : 0.0148             0.0108            
         -Diluted (in dollars)     : 0.0133             N/A               
Extraordinary (ETD) Gain/(Loss)    : N/A                N/A               
Profit/(Loss) after ETD Items      : 97                 53                
Final Dividend                     : NIL                NIL
  per Share                                              
(Specify if with other             : N/A                N/A
  options)                                               
                                                         
B/C Dates for 
  Final Dividend                   : N/A   
Payable Date                       : N/A
B/C Dates for Annual         
  General Meeting                  : 29/04/2005         to 05/05/2005 bdi.
Other Distribution for             : N/A
  Current Period                     
                                     
B/C Dates for Other 
  Distribution                     : N/A   
  
Remarks:


1. Basis of Preparation

The consolidated financial statements have been prepared based on the 
reverse acquisition method following the requirements under Hong Kong 
Financial Reporting Standard ("HKFRS") 3, "Business Combinations" in 
accounting for the transaction whereby the businesses of Vanda Systems & 
Communications Holdings Limited ("Vanda"), Hutchison Global Communications 
Investments Limited ("HGC") and PowerCom Network Hong Kong Limited ("
PowerCom") (collectively "the Group") were consolidated as from the 
acquisition date of 12 March 2004. Pursuant to the requirements under 
HKFRS3, HGC is deemed to be the effective acquirer of Vanda.  The 
consolidated financial statements have been prepared as a continuation of 
the consolidated financial statements of HGC and its subsidiaries (the "
HGC Group").  Accordingly, the consolidated financial statements for 2004 
represent the consolidated financial statements of HGC, and the results of 
Vanda are included in the consolidated financial statements from the 
acquisition date.  

The acquisition of Vanda and PowerCom is accounted for by using the 
purchase method.  Under this method, the identifiable assets and 
liabilities of Vanda and PowerCom were assessed at their fair value at 12 
March 2004.  Under HKFRS 3, the deemed consideration is determined based 
on the fair value of the equity instruments deemed to have been issued by 
HGC to the shareholders of Vanda or the fair value of the equity 
instruments of Vanda before the business combination.  The determination 
of the deemed consideration requires the exercise of significant 
judgement, including considering factors such as published market prices 
and volumes of trading for quoted instruments and other factors.  The 
directors have made an estimation of the deemed consideration based on all 
the relevant and available facts and information, and the difference 
between the deemed consideration and the fair value of the identifiable 
assets and liabilities of Vanda and PowerCom, amounting to approximately 
HK$35 million, has been accounted for as goodwill arising from the 
acquisition in the consolidated balance sheet.

The 2003 comparative figures represent the consolidated financial 
statements of HGC Group only. 

2. Earnings Per Share 

Under the reverse acquisition accounting, the 4,875,000,000 ordinary 
shares issued by the Company to acquire HGC are deemed to be the number of 
ordinary shares outstanding on 1 January 2003 for the purpose of computing 
earnings per share.

The calculation of the basic earnings per share is based on the Group's 
profit attributable to shareholders for the year ended 31 December 2004 of 
HK$96,512,000 (2003: HK$52,840,000) and the weighted average of 6,509,133
,564 ordinary shares in issue during the year ended 31 December 2004 (
2003: 4,875,000,000 ordinary shares).

The calculation of diluted earnings per share for the year ended 31 
December 2004 is based on the Group's profit attributable to shareholders 
for the year of HK$96,512,000, adjusted for the interest saved in 
conversion of the convertible note of HK$25,792,000.  The weighted average 
number of ordinary shares used in the calculation is 6,509,133,564 
ordinary shares in issue during the year, adjusted for the weighted 
average of 204,435 ordinary shares assumed to have been issued at no 
consideration on the deemed exercise of all outstanding share options, and 
for the weighted average of 2,686,703,096 ordinary shares assumed to have 
been converted from the convertible note.