Yearly Results announcement form Name of listed company :Rainbow International Holdings Limited Stock code :8079 Year end date :31/10/2001 Auditors' report : Qualified Modified X Neither 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 01/11/2000 from 01/11/1999 to 31/10/2001 to 31/10/2000 HK$'000 HK$'000 Turnover : 110,047 126,157 Profit/(Loss) from Operations : -21,879 6,734 Finance cost : -3,924 -4,174 Share of Profit/(Loss) of Associates : 0 0 Share of Profit/(Loss) of Jointly Controlled Entites : 0 0 Profit/(Loss) after Taxation & MI : -25,803 2,165 % Change Over the Last Period : N/A % EPS / (LPS) - Basic : (7.37) cents 0.62 cents - Diluted : (7.02) cents 0.59 cents Extraordinary (ETD) Gain/(Loss) : 0 0 Profit (Loss) after ETD Items : -25,803 2,165 Final Dividend per Share : Nil Nil (specify if with other options) : Nil Nil B/C Dates for Final 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: N/A B/C Dates for Other Distribution : N/A to N/A bdi. (bdi: both days inclusive) For and on behalf of Rainbow International Holdings Limited Signature : Name : Li Ngar Kwan, Aldy Title : Chairperson 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 presentaion The Company is incorporated as an exempted company with limited liability in the Cayman Islands on 6 March 2001. Pursuant to a group reorganisation (the "Group Reorganisation") to rationalise the structure of the Group in preparation for the listing of its shares on The Growth Enterprise Market ("GEM") of The Stock Exchange of Hong Kong Limited (the "Stock Exchange") on 15 October 2001, the Company became the holding company of the companies now comprising the Group on 21 September 2001. Further details of the Group Reorganisation are set out in the Company's prospectus (the Prospectus) dated 28 September 2001. As the reorganisation involved companies under common control, the consolidated financial statements have been prepared using the merger accounting method. Therefore, the results of the Group for the year ended 31 October 2001 included the results of the Group as if the group structure resulting from the Reorganisation had been in existence throughout the years ended 31 October 2000 and 2001 or since the dates of acquisition as described in the Prospectus or since the date of incorporation of the respective group companies where there was of a shorter period. 2. (Loss)/earnings per share The calculation of basic (loss)/earnings per share is based on the (loss) attributable to shareholders of approximately (HK$25,803,000) (2000: a profit of approximately HK$2,165,000) and the weighted average number of 350,000,000 (2000: 350,000,000) shares, after adjusting for the effects of capitalization issue deemed to be in issue throughout the year on the assumption that the reorganisation had been completed on 1 November 1998 (Pro forma formation date of the Group). The calculation of diluted (loss)/earnings per share is based on the (loss) attributable to shareholders of approximately (HK$25,803,000) (2000: a profit of approximately HK$2,165,000) and the 367,500,000 (2000: 367,500,000) shares which represented the 350,000,000 shares deemed to be in issue throughout the year on the assumption that the reorganisation had been completed on 1 November 1998 (Pro forma formation date of the Group) and after adjusting for the number of shares which are deemed to have been issued for no consideration under the Pre-IPO Share Option Scheme based on the subscription price at 50% of the offer price (i.e. HK$0.25).