Listed Company Information
 

NEO-CHINA GROUP<00563> - Results Announcement

Neo-China Group (Holdings) Limited announced on 19/08/2006:
(stock code: 00563 )
Year end date: 30/04/2006
Currency: HKD
Auditors' Report: Unqualified

                                                        (Audited   )
                                     (Audited   )       Last
                                     Current            Corresponding
                                     Period             Period
                                     from 01/05/2005    from 01/05/2004
                                     to 30/04/2006      to 30/04/2005
                               Note  ('000      )       ('000      )
Turnover                           : 671,140            476,472           
Profit/(Loss) from Operations      : 3,315              227,624           
Finance cost                       : (10,774)           (3,146)           
Share of Profit/(Loss) of 
  Associates                       : (8,579)            7,901             
Share of Profit/(Loss) of
  Jointly Controlled Entities      : N/A                N/A               
Profit/(Loss) after Tax & MI       : 104,663            177,817           
% Change over Last Period          : -41       %
EPS/(LPS)-Basic (in dollars)       : 0.0378             0.0926            
         -Diluted (in dollars)     : 0.0350             0.0855            
Extraordinary (ETD) Gain/(Loss)    : N/A                N/A               
Profit/(Loss) after ETD Items      : 104,663            177,817           
Final Dividend                     : 0                  2.2 cents
  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 (-)            
  General Meeting                  : N/A   
Other Distribution for             : N/A
  Current Period                     
                                     
B/C Dates for Other 
  Distribution                     : N/A   
  
Remarks:

1.      BASIS OF PREPARATION AND ACCOUNTING POLICIES AND ADOPTION OF NEW 
AND REVISED HONG KONG FINANCIAL REPORTING STANDARDS

The consolidated financial statements have been prepared under the 
historical cost basis except for certain financial instruments, which are 
measured at fair values at initial recognition, as explained in the 
accounting policies set out below:

        The consolidated financial statements have been prepared in 
accordance with HKFRSs issued by the HKICPA.  In addition, the 
consolidated financial statements include applicable disclosures required 
by the Rules Governing the Listing of Securities on the Stock Exchange and 
by the Hong Kong Companies Ordinance.

In the current year, the Group has applied, for the first time, a number 
of new and revised Hong Kong Financial Reporting Standards ("HKFRSs"), 
Hong Kong Accounting Standards ("HKASs") and Interpretations (hereinafter 
collectively referred to as "new HKFRSs") issued by the Hong Kong 
Institute of Certified Public Accountants (the "HKICPA") that are 
effective for accounting periods beginning on or after 1 January 2005 
except for HKAS 36 Impairment of Assets, HKAS 38 Intangible Assets and 
HKFRS 3 Business Combination, which the Group had early adopted for the 
year ended 30 April 2005.  The application of the new HKFRSs has resulted 
in a change in the presentation of the consolidated income statement, 
consolidated balance sheet and consolidated statement of changes in 
equity.  

        In particular, the presentation of minority interests and share of 
tax of associates have been changed.  The changes in presentation have 
been applied retrospectively.  The adoption of the new HKFRSs has resulted 
in changes to the Group's accounting policies in the following areas that 
have an effect on how the results for the current and prior accounting 
years are prepared and presented:

(a)     Share-based Payments

        In the current year, the Group has applied HKFRS 2 Share-based 
Payment, which requires an expense to be recognised where the Group buys 
goods or obtains services in exchange for shares or rights over shares (
'equity-settled transactions'), or in exchange for other assets equivalent 
in value to a given number of shares or rights over shares ('cash-settled 
transactions').  The principal impact of HKFRS 2 on the Group is in 
relation to the expensing of the fair value of share options granted to 
directors and employees of the Company, determined at the date of grant of 
the share options, over the vesting period.  Prior to the application of 
HKFRS 2, the Group did not recognise the financial effect of these share 
options until they were exercised.  The Group has applied HKFRS 2 to share 
options granted on or after 1 May 2005.  Profit for the year has been 
decreased by HK$4,287,000 due to recognition of share based payments.  No 
prior year adjustment was required as the Group has no share option 
outstanding before 30 April 2005 (see note 2A for the financial impact).

 (b)    Financial Instruments

        In the current year, the Group has applied HKAS 32 "Financial 
Instruments: Disclosure and Presentation" and HKAS 39 "Financial 
Instruments: Recognition and Measurement".  HKAS 32 requires retrospective 
application.  HKAS 39, which is effective for accounting periods beginning 
on or after 1 January 2005, generally does not permit to recognise, 
derecognise or measure financial assets and liabilities on a retrospective 
basis.  The principal effects resulting from the implementation of HKAS 32 
and HKAS 39 are summarised below:

        Convertible note

        HKAS 32 requires an issuer of a compound financial instrument (
that contains both financial liability and equity components) to separate 
the compound financial instrument into its liability and equity components 
on its initial recognition and to account for these components separately. 
 In subsequent periods, the liability component is carried at amortised 
cost using the effective interest method.  The principal impact of HKAS 32 
on the Group is in relation to a convertible note issued by the Group that 
contains both liability and equity components.  Previously, the 
convertible note was classified as a liability on the balance sheet.  HKAS 
32 requires retrospective application, comparative figures for 2005 have 
been restated. (see note 2A for the financial impact).

        Classification and measurement of financial assets and financial 
liabilities

        The Group has applied the relevant transitional provisions in HKAS 
39 with respect to the classification and measurement of financial assets 
and financial liabilities that are within the scope of HKAS 39.

        The Group has no debt or equity securities as at 30 April 2005.

        Financial assets and financial liabilities other than debt and 
equity securities

        From 1 May 2005 onwards, the Group has classified and measured its 
financial assets and financial liabilities other than debt and equity 
securities (which were previously outside the scope of Statement of 
Standard Accounting Practice 24 "Accounting for investments in securities
") in accordance with the requirements of HKAS 39.  Under HKAS 39, 
financial assets are classified as "financial assets at fair value through 
profit or loss", "available-for-sale financial assets", "loans and 
receivables", or "held-to-maturity financial assets".  "Financial assets 
at fair value through profit or loss" and "available-for-sale financial 
assets" are carried at fair value, with changes in fair values recognised 
in profit or loss and equity respectively.  Available-for-sale equity 
investments that do not have quoted market prices in an active market and 
whose fair value cannot be reliably measured and derivatives that are 
linked to and must be settled by delivery of such unquoted equity 
instruments are measured at cost less impairment after initial 
recognition.  "Loans and receivables" and "held-to-maturity financial 
assets" are measured at amortised cost using the effective interest method 
after initial recognition.  Financial liabilities are generally classified 
as "financial liabilities at fair value through profit or loss" or "other 
financial liabilities".  Financial liabilities at fair value through 
profit or loss are measured at fair value, with changes in fair value 
being recognised in profit or loss directly.  Other financial liabilities 
are carried at amortised cost using the effective interest method after 
initial recognition.  The adoption of HKAS 39 by the Group has had no 
material effect on the Group's results for the current year.

        Interest-free non-current loans

        Prior to the application of HKAS 39, interest-free non-current 
loan payable were stated at the nominal amount.  HKAS 39 requires all 
financial assets and financial liabilities to be measured at fair value on 
initial recognition.  Such interest-free loan payable are measured at 
amortised cost determined using the effective interest method at 
subsequent balance sheet dates.  The Group has applied the relevant 
transitional provisions in HKAS 39.  As a result of this change in the 
accounting policy, the carrying amount of the non-current loan payable as 
1 May 2005 has been decreased in order to state the loan payable at 
amortised costs in accordance with HKAS 39 (see note 2A for the financial 
impact).

        The effects of the changes in the accounting policies described 
above on the results for the current and prior years are as follows:

        The following is an analysis in profit for the year ended 30 April 
2006 and 30 April 2005 by line items presented according to their 
function:
                                                HKAS 32
                                                and             Total
                                        HKAS 1  HKAS 39 HKFRS 2 effect
                                        HK$'000 HK$'000 HK$'000 HK$'000
For the year ended 30 April 2006

Increase in administrative expenses     -       -       4,287   4,287
Increase in finance costs               -       9,735   -       9,735
                                        _______ _______ _______ _______
Decrease in profit for the year         -       9,735   4,287   14,022
                                        _______ _______ _______ _______
                                        _______ _______ _______ _______

For the year ended 30 April 2005

Increase in finance costs               -       2,634   -       2,634
Decrease in share of profits 
        of associates                   3,663   -       -       3,663
Decrease in income tax expense          (3,663) -       -       (3,663)
                                        _______ _______ _______ _______
Decrease in profit for the year         -       2,634   -       2,634
                                        _______ _______ _______ _______
                                        _______ _______ _______ _______

        The Group has not early applied the following new Standards, 
amendments and Interpretations that have been issued but are not yet 
effective.  Except for the financial impact on adoption of HKAS 39 & HKFRS 
4 (Amendments) "Financial guarantee contracts" which requires financial 
guarantee contracts within the scope of HKAS 39 to be measured at fair 
value on initial recognition, the directors of the Company anticipate that 
these Standards, amendments or Interpretations will have no material 
impact on the financial statements of the Group.  The Group is not yet in 
a position to reasonably estimate the impact on adoption of HKAS 39 & 
HKFRS 4 (Amendments).

HKAS 1 (Amendment)      Capital disclosures1
HKAS 19 (Amendment)     Actuarial gains and losses, group plans and 
                        disclosures2
HKAS 21 (Amendment)     Net investment in a foreign operation2
HKAS 39 (Amendment)     Cash flow hedge accounting of forecast intragroup 
                        transactions2
HKAS 39 (Amendment)     The fair value option2
HKAS 39 & HKFRS 4 (Amendments)  Financial guarantee contracts2
HKFRS 6 Exploration for and evaluation of mineral resources2
HKFRS 7 Financial instruments: Disclosures1
HK(IFRIC) - INT 4       Determining whether an arrangement contains a 
                        lease2
HK(IFRIC) - INT 5       Rights to interests arising from decommissioning, 
                        restoration and environmental rehabilitation funds2
HK(IFRIC) - INT 6       Liabilities arising from participating in a 
                        specific market - waste electrical and electronic
                        equipment3
HK(IFRIC) - INT 7       Applying the restatement approach under HKAS 29
                        Financial Reporting in Hyperinflationary 
                        Economies4
HK(IFRIC) - INT 8       Scope of HKFRS 25
HK(IFRIC) - INT 9       Reassessment of embedded derivatives6

1 Effective for annual periods beginning on or after 1 January 2007.
2 Effective for annual periods beginning on or after 1 January 2006.
3 Effective for annual periods beginning on or after 1 December 2005.
4 Effective for annual periods beginning on or after 1 March 2006.
5 Effective for annual periods beginning on or after 1 May 2006.
6 Effective for annual periods beginning on or after 1 June 2006.


2.      REVENUE

        Revenue represents amounts received and receivable for properties 
sold by the Group to outside customers and services rendered is summarised 
as follows:
                                                2006            2005
                                                HK$'000         HK$'000

        Sales of properties                     669,404         475,935
        Provision of property management 
                consultancy services            1,736           537
                                                _______         _______
                                                671,140         476,472
                                                _______         _______
                                                _______         _______


3.      Profit after taxation and MI included gain on disposal of 
subsidiaries of HK$125,018,000 (30 April 2005: HK$100,011,000).


4.      EARNINGS PER SHARE

        The calculation of the basic and diluted earnings per share 
attributable to the equity holders of the Company for the year is based on 
the following data:
                                                2006            2005
                                                HK$'000         HK$'000
                                                             (restated)
Earnings:

Earnings for the purposes of basic 
        earnings per share                      104,663         177,817
Effect of dilutive potential ordinary shares in respect
        of interest on convertible note          6,393            3,146
                                           ____________    ____________
Earnings for the purposes of diluted 
        earnings per share                      111,056         180,963
                                           ____________    ____________
                                           ____________    ____________

        Number of shares:

Weighted average number of ordinary shares for the
        purposes of basic earnings per share  
                                          2,770,710,769   1,920,041,595
Effect of dilutive potential ordinary shares on:
        Convertible note                    400,000,000     196,775,553
        Options                                 989,714              -   
                                           ____________    ____________
Weighted average number of ordinary shares for the
        purposes of diluted earnings per share        
                                          3,171,700,483   2,116,817,148
                                        ____________      ____________
                                        ____________      ____________

        The following table summarised the impact of both basic and 
diluted earnings per share as a result of:

                                Impact on basic         Impact on diluted
                                earnings per share      earnings per share
                                2006    2005            2006    2005
                                cents   cents           cents   cents

Figure before adjustments       4.29    9.40            3.74    8.55
Adjustments arising from changes 
  in accounting policies        (0.51)  (0.14)          (0.24)   -
                                _______ _______         _______ _______
Reported/restated               3.78    9.26            3.50    8.55
                                _______ _______         _______ _______
                                _______ _______         _______ _______