Quarterly Results announcement form Name of listed company : abc Multiactive Limited Stock code : 8131 Year end date : 30th November 2002 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$'000 (Unaudited) (Unaudited) (restated, see note 1 and 2) Last Current Corresponding Period Period from 01/12/2001 from 01/12/2000 to 31/05/2002 to 31/05/2001 HK$'000 HK$'000 Turnover : 14,638 18,479 Profit/(Loss) from Operations : -10,746 -60,850 Finance cost : -290 -141 Share of Profit/(Loss) of Associates : 0 0 Share of Profit/(Loss) of Jointly Controlled Entites : 0 0 Profit/(Loss) after Taxation & MI : -11,036 -60,991 % Change Over the Last Period : N/A % EPS / (LPS) - Basic : -0.69 HK cents -4.11 HK cents - Diluted : N/A N/A Extraordinary (ETD) Gain/(Loss) : 0 0 Profit (Loss) after ETD Items : -11,036 -60,991 2nd Q Dividend per Share : 0 0 (specify if with other options) : N/A N/A B/C Dates for 2nd Q 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 abc Multiactive Limited Signature : Name : Billy Kin Wah Chan 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, basis of presentation and principle accounting policies a. The Company was incorporated in Bermuda on 2nd March 2000 as an exempted company with limited liability under the Companies Act 1981 of Bermuda. b. Pursuant to a group reorganisation (the "Reorganisation") which took place on 22nd January 2001 to rationalise the group structure in preparation for the listing of the Company's shares on the Growth Enterprise Market ("GEM") of The Stock Exchange of Hong Kong Limited (the "Stock Exchange"), the Company became the holding company of the Group. The Company's shares were listed on GEM on 31st January 2001. The Reorganisation was effected as as follows: i. On 16th December 2000, two shares of S$1.00 each of abc Multiactive (Singapore) Pte. Ltd. (formerly known as Multiactive Software (Singapore) Pte. Limited.) were transferred by Multiactive Software Pty. Limited ("abc Australia"), a wholly owned subsidiary of Multiactive Software Inc., to the Company for a cash consideration of S$2.00. ii.On 22nd January 2001, pursuant to a directors' resolution, abc Australia allotted and issued 99,988 shares of AUD$1.00 each to the Company for a cash consideration of AUD$99,988. c. The unaudited condensed consolidated interim financial statements have not been audited by the Company's auditors, but have been reviewed by the Company's audit committee. The unaudited condensed consolidated interim financial statements have been prepared in accordance with Statement of Standard Accounting Practice ("SSAP") 25 "Interim Financial Reporting" issued by the Hong Kong Society of Accountants and with the disclosure requirements set out in Chapter 18 of the Rules Governing the Listing of Securities on GEM of the Stock Exchange (the "GEM Listing Rules"). In this first year of implementation of SSAP 25, as permitted by the GEM Listing Rules, no comparative figures for the corresponding period of the preceding year have been presented for the condensed consolidated cash flow statement. The accounting policies and basis of preparation used in the preparation of the unaudited condensed consolidated interim financial statements are consistent with those used in the Company's annual financial statements for the year ended 30th November 2001, except for the following new/revised SSAPs which have been adopted for the first time in the preparation of the current period's unaudited condensed consolidated interim financial statements:- - SSAP 9 (revised): Events after the balance sheet date - SSAP 26: Segment reporting - SSAP 28: Provisions, contingent liabilities and contingent assets - SSAP 29: Intangible assets - SSAP 31: Impairment of assets - SSAP 32: Consolidated financial statements and accounting for investments in subsidiaries The changes to the Group's accounting policies and the effects of adopting these new policies are set out below: i. With the introduction of SSAP 30, the Group has adopted the transitional provisions prescribed therein. Goodwill incurred on or after 1st December 2001 is capitalised in the balance sheet and is amortised to the profit and loss account on a straight-line basis over its estimated economic useful life. The Group has taken advantage of the transitional provision 1(a) in SSAP 30 and goodwill previously written off against reserves has not been restated. However, any impairment arising on such goodwill is accounted for in accordance with SSAP 31 "Impairment of assets". ii.Under SSAP 31 and Interpretation No. 13 "Goodwill- continuing requirements for goodwill and negative goodwill previously eliminated against/credited to reserves", the carrying amount of goodwill (including goodwill that has previously been written off against reserves and not restated in accordance with the transitional provisions in SSAP 30) has to be reviewed periodically for any indication of impairment, and any impairment loss has to be recognised as an expense in the consolidated profit and loss accounts. The comparative figures for the six months ended 31st May 2001 have been restated to conform to the changed policy. Accordingly, goodwill of approximately HK$25,278,000 which was impaired in the year ended 30th November 2001 and previously written off against reserves, has been recongnised by way of a prior year adjustment resulting in an increase in the Group's net loss for the six months ended 31st May 2001 of approximately HK$25,278,000. d. The unaudited condensed consolidated interim financial statements have been prepared on a going concern basis, which assumes the continued financial support from Multiactive Software Inc. ("MSI"), the ultimate holding company. MSI has agreed to provide financial support to the Group to meet its liabilities as they fall due and to continue its operations in the foreseeable future. Futhermore, a shareholder of the Company, Pacific East Limited, has confirmed that it will not demand repayment of its promissory note in the amount of HK$10,000,000 within twelve months from 30th November 2001 and has agreed to extend the maturity date of the promissory note to 22nd May 2003. 2. Basic loss per share The calculation of basic loss per share for the six months ended 31st May 2002 is based on the net loss for the period of approximately HK$[*] (2001: HK$60,991,000) and the weighted average of 1,605,909,668 (2001: 1,483,584,780) ordinary shares in issue during the period. The basic loss per share for the six months ended 31st May 2002 has been restated for the effects from adoption of SSAP 30 and SSAP 31 and the subdivision of the Company's shares on 15th June 2001. Diluted loss per share has not been presented as there was no dilutive potential ordinary share in existence during the periods.