China Wonder Limited. Report and Financial Statements. Period Ended. 31 December 2004

Transcription

1 Report and Financial Statements Period Ended 31 December 2004

2 Contents Page: 1 Chairman s statement 2 Report of the directors 5 Report of the independent auditors 7 Consolidated income statement 8 Consolidated statement of recognised income and expense 9 Consolidated balance sheet 10 Company balance sheet 11 Consolidated cash flow statement 12 Company cash flow statement 13 Notes forming part of the financial statements Directors Secretary Registered office Peter G Dellar FCA Mark E Chapman Zhao Qingjie Miao Guojun Sun Xiao Stephen H Jones J Michael Spittal Michael Lindsay FCA 11 Bath Street, St. Helier, Jersey, JE2 4ST, Channel Islands Company No. Jersey Auditors Stockbrokers and Nominated Advisors Solicitors Registrars Bankers BDO Stoy Hayward LLP, Northside House, 69 Tweedy Road, Bromley, Kent, BR1 3WA Rowan Dartington & Co. Limited, 7 th Floor, Colston Tower, Colston Street, Bristol, BS1 4RD Kuit Steinart Levy, 3 St. Mary s Parsonage, Manchester, M3 2RD Capita IRG (Offshore) Limited, Victoria Chambers, Liberation Square, 1-3 The Esplanade, St Helier, Jersey, Channel Islands Deutsche Bank International Limited, St. Paul s Gate, New Street, St. Helier, Jersey

3 Chairman s statement Dear Shareholder, I am pleased to present your Company s first financial results since its successful flotation on AIM last October. These cover the financial period from its incorporation on 4 March 2004 to 31 December Results The accounts reflect the results of China Wonder Limited from incorporation on 4 March 2004 to 31 December combined with those of Jinzhou Wonder Packing Machinery Co Ltd from 1 October 2004 to 31 December For the period under review, your Company and its subsidiary reported a consolidated profit before taxation of 52,505 on revenue of 447,189, equating to basic earnings per ordinary share of 1.16p. I am glad to report that at the balance sheet date the group s cash and cash equivalents exceeded 200,000. Flotation Our flotation on 1 October 2004 was itself a milestone. We were the first China-based business to seek a Primary Listing on AIM in London which included the successful placing of 500,000 Ordinary shares at 24p. The Company has undoubtedly benefited substantially from the increased visibility and credibility both at home and abroad that has been generated by its admission to AIM. Business Strategy At the time of the Company s flotation, your Board stated that our strategy for growth is to remain focused on sales to the fast growing Chinese domestic pharmaceutical market, which itself has a value of approximately 26 billion. The Company s operating subsidiary, Jinzhou Wonder Packing Machine Company is one of China s leading manufacturers and distributors of specialist packaging machinery to this industry and, given our continuing focus on quality and customer service, it has further consolidated its position in the Chinese domestic marketplace. It maintains good relationships with a number of large, well known pharmaceutical enterprises but is not, however, reliant on any one customer, having a large customer base operating throughout China. It has also made very good progress towards expanding into other market sectors, especially the food manufacturing and processing industries, where it has already supplied machinery to one of China s leading producers of confectionery. A number of potential acquisitions are also being actively considered where consolidation within the packaging industry is presenting a number of opportunities. China s production of basic foodstuffs is set to increase dramatically over the next few years and independent estimates have calculated that the total output value of China s food processing industry will be more than 6.4 billion in Your Company is very well positioned to take advantage of this growth in demand. Current trading and prospects Since the year-end, the Company has continued to make further progress. We consider that our packaging machines are market leaders and have a significant advantage over domestic competitors in terms of production capacity and a significant price advantage over imported western machines. With a number of consolidation opportunities currently being investigated and the continuing growth in the Chinese domestic economy, I anticipate being able to report further substantial progress at the half year. Dividend Your directors are not recommending the payment of a dividend for the period being reported. The first period in respect of which a dividend will be recommended, subject to the results, is likely to be the half-year ended 30 June Finally, on your behalf, I should like to thank the management and staff in Jinzhou for their hard work during an extremely busy period in the run-up to the flotation. Their good humour and fortitude has been an example to us all. Yours sincerely Peter G Dellar Chairman 20 April

4 Report of the directors for the period ended 31 December 2004 The directors have pleasure in presenting their report with the consolidated accounts of China Wonder Limited and its subsidiary company ( the Group ) and the accounts of China Wonder Limited ( the Company ) for the period ended 31 December Principal activity, trading review and future developments The company is incorporated and domiciled in Jersey, Channel Islands. It acts as a holding company providing management services to the group. The principal activity of the group is the manufacture of packing machinery and associated spare parts. The company was incorporated on 4 March On 17 September 2004, the company raised 310,500 by the issue of 7,500,000 ordinary shares of 2.5p for (cash) consideration of 4.14p each. On 29 September 2004 the company acquired 100% of the registered capital of Jinzhou Wonder Packing Machinery Company Limited at a cost of 300,000. On 1 October 2004 the company was admitted to the Alternative Investment Market of the London Stock Exchange, raising 120,000 of outside capital, net of consultancy expenses of 600,000, through the issue of 3,000,000 ordinary shares of 2.5p at a price of 24p. The directors are satisfied with the results for the period and the Group s financial position are shown in the attached accounts. The directors are confident about the future prospects of the Group. No dividends have been proposed or paid as disclosed in the Chairman s statement. Directors and their interests in the shares of the company The directors set out in the table below have held office during the period from 5 March 2004 to the date of this report unless otherwise stated: J M Spittal (appointed 5 March 2004) Zhao Qingjie (appointed 21 April 2004) Miao Guojun (appointed 21 April 2004) P G Dellar (appointed 10 September 2004) M E Chapman (appointed 10 September 2004) Sun Xiao (appointed 10 September 2004) S H Jones (appointed 10 September 2004) M Sampson (appointed 5 March 2004, resigned 16 June 2004) Zeng Qingdong (appointed 21 April 2004, resigned 10 September 2004) Shi Lizhi (appointed 21 April 2004, resigned 10 September 2004) Han Tieshi (appointed 21 April 2004, resigned 10 September 2004) P Orchard (appointed 16 June 2004, resigned 21 September 2004) The interests, including beneficial interests, of the directors holding office on 31 December 2004, in the shares of the company, according to the shareholders register were as shown below: 31 December 2004 Ordinary shares of 2.5p each % shareholding P G Dellar - - M E Chapman - - Zhao Qingjie 1,875, % Miao Guojun 1,077, % Sun Xiao - - S H Jones - - J M Spittal - - 2

5 Report of the directors for the period ended 31 December 2004 (Continued) Directors and their interests in the shares of the company (Continued) P Dellar and S Jones are directors and shareholders of Oakhill Enterprises Plc which holds 833,333 ordinary shares. M Chapman is an employee of CYC Holdings plc which holds 1,666,667 ordinary shares. Shares in subsidiary company No director holds any shares in the company s subsidiary. Other significant shareholdings Shareholdings of 3% and more of the issued capital of the company, apart from those set out under directors interests, extracted from the shareholders register at 14 April 2005 are set out below: Ordinary shares of 2.5p each % shareholding CYC Holdings Plc 1,666, % Cheng Yingguang 1,505, % Zeng Qingdong 1,009, % Oakhill Enterprises Plc 833, % Shi Lizhi 742, % Han Tieshi 718, % Tang Shudan 574, % Directors' responsibilities Company law requires the directors to prepare financial statements for each financial year which give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period. In preparing those financial statements, the directors are required to: select suitable accounting policies and then apply them consistently; make judgements and estimates that are reasonable and prudent; state whether applicable accounting standards have been followed, subject to any material departures disclosed and explained in the financial statements; and prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business. The directors are responsible for keeping proper accounting records which disclose with reasonable accuracy at any time the financial position of the company and to enable them to ensure that the financial statements comply with the Companies (Jersey) Law They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities. 3

6 Report of the directors for the period ended 31 December 2004 (Continued) Supplier payment policy It is the policy of the Group in respect of its trade creditors, where reasonably practicable, to settle the payment with those creditors within the first month following the date of invoicing. The creditors payment period for the Group throughout the financial period under review is 45 days. Auditors BDO Stoy Hayward LLP were appointed as first auditors of the company during the period. BDO Stoy Hayward LLP have expressed their willingness to continue in office and a resolution to reappoint them will be proposed at the next annual general meeting. By order of the Board Michael Lindsay Secretary 20 April

7 Report of the independent auditors To the shareholders of China Wonder Limited We have audited the consolidated financial statements of China Wonder Limited for the period ended 31 December 2004 on pages 7 to 23 which have been prepared in accordance with International Financial Reporting Standards under the accounting policies set out on pages 13 to 15. Respective responsibilities of directors and auditors The directors' responsibilities for preparing the annual report and the financial statements in accordance with applicable Jersey law and International Financial Reporting Standards are set out in the Statement of Directors' Responsibilities on page 3. Our responsibility is to audit the financial statements in accordance with relevant legal and regulatory requirements and United Kingdom Auditing Standards. We report to you our opinion as to whether the financial statements give a true and fair view and are properly prepared in accordance with the Companies (Jersey) Law We also report to you if, in our opinion, the Directors' Report is not consistent with the financial statements, if the Group has not kept proper accounting records, if we have not received all the information and explanations we require for our audit, or if information specified by law regarding Directors remuneration and transactions with the Group is not disclosed. We read other information contained in the Annual Report and consider the implications for our report if we become aware of any apparent misstatements within it. This other information comprises only the Report of the Directors and the Chairman s Statement. Our responsibilities do not extend to any other information. Our report has been prepared pursuant to the requirements of the Companies (Jersey) Law 1991 and for no other purpose. No person is entitled to rely on this report unless such a person is a person entitled to rely on this report by virtue of and for the purposes of the Companies (Jersey) Law 1991 or has been expressly authorised to do so by our prior written consent. Save as above we do not accept responsibility for this report to any other person or for any other purpose and we hereby expressly disclaim any and all such liability. Basis of audit opinion We conducted our audit in accordance with United Kingdom Auditing Standards issued by the Auditing Practices Board. An audit includes examination, on a test basis, of evidence relevant to the amounts and disclosures in the financial statements. It also includes an assessment of the significant estimates and judgements made by the directors in the preparation of the financial statements, and of whether the accounting policies are appropriate to the Group's circumstances, consistently applied and adequately disclosed. We planned and performed our audit so as to obtain all the information and explanations which we considered necessary in order to provide us with sufficient evidence to give reasonable assurance that the financial statements are free from material misstatement, whether caused by fraud or other irregularity or error. In forming our opinion we also evaluated the overall adequacy of the presentation of information in the financial statements. 5

8 Report of the independent auditors (Continued) Opinion In our opinion the consolidated financial statements give a true and fair view of the state of affairs of the Group and of the company at 31 December 2004 and of the profit of the Group for the period then ended and have been properly prepared in accordance with International Financial Reporting Standards and the Companies (Jersey) Law BDO STOY HAYWARD LLP Chartered Accountants and Registered Auditors London Date 6

9 Consolidated income statement for the period from incorporation on 4 March 2004 to 31 December 2004 Note Period from 4 March to 31 December 2004 Revenue 3 447,189 Cost of sales (273,122) Gross profit 174,067 Operating expenses Other operating expenses (123,160) Negative goodwill 601,328 Expenses associated with flotation (600,000) (121,832) Operating profit 4 52,235 Investment income Profit from operations before taxation 52,505 Taxation 8 (11,185) Profit on ordinary activities after taxation 18 41,320 Profit for the financial period 41,320 Earnings per share - basic p - diluted 1.11p The income statement relates to continuing operations entirely comprising acquisitions during the period. The notes on pages 13 to 23 form part of these financial statements. 7

10 Consolidated statement of recognised income and expense for the period from incorporation on 4 March 2004 to 31 December 2004 Period from 4 March to 31 December 2004 Exchange differences on translation of foreign operations (63,194) Net expense recognised directly in equity (63,194) Profit for the period 41,320 Total recognised income and expense for the period (21,874) The notes on pages 13 to 23 form part of these financial statements. 8

11 Consolidated balance sheet at 31 December 2004 Note Non current assets Plant and equipment ,925 Intangible assets 13 65,560 Current assets Inventories ,372 Trade and other receivables ,240 Cash and cash equivalents 216, ,829 Current liabilities 16 Trade and other liabilities 873,328 Tax liabilities 26, ,458 Net current assets 14,371 Net assets 652,856 Equity Share capital ,500 Share premium ,230 Foreign Exchange Reserve 18 (63,194) Retained earnings 18 41,320 Total equity ,856 The financial statements were approved by the Board and authorised for issue on 20 April 2005 and signed on its behalf by: ZHAO QINGJIE Director MIAO GUOJUN Director The notes on pages 13 to 23 form part of these financial statements. 9

12 Company balance sheet at 31 December 2004 Note Non current assets Investments in subsidiary ,000 Current assets Trade and other receivables 15 5,340 Cash and cash equivalents 14,781 20,121 Current liabilities 16 Trade and other payables (267,058) Net current liabilities (246,937) Net assets 53,063 Equity Share capital ,500 Share premium account ,230 Retained earnings 19 (621,667) Total equity 20 53,063 The financial statements were approved by the Board and authorised for issue on 20 April 2005 and signed on its behalf by: ZHAO QINGJIE Director MIAO GUOJUN Director The notes on pages 13 to 23 form part of these financial statements. 10

13 Consolidated cash flow statement for the period ended 31 December 2004 Note Net cash absorbed by operating activities 21 (353,073) Investing activities Purchase of property, plant and equipment (5,550) Acquisition of Jinzhou Wonder Packing Machinery Co. Ltd (99,890) Net cash used in investing activities (105,440) Financing activities Issue of ordinary share capital 1,030,500 Share issue costs (355,770) Net cash from financing activities 674,730 Net increase in cash and cash equivalents at end of period 216,217 The notes on pages 13 to 23 form part of these financial statements. 11

14 Company cash flow statement for the period ended 31 December 2004 Note Net cash absorbed by operating activities 21 (359,949) Investing activities Acquisition of Jinzhou Wonder Packing Machinery Co. Ltd (300,000) Net cash used in investing activities (300,000) Financing activities Issue of ordinary share capital 1,030,500 Share issue costs (355,770) (659,949) Net cash from financing activities 674,730 Net increase in cash and cash equivalents at end of period 14,781 The notes on pages 13 to 23 form part of these financial statements. 12

15 Notes forming part of the financial statements for the period ended 31 December General information The company is a public limited company incorporated in Jersey under Companies (Jersey) Law The address of the registered office is given on the contents page. The nature of the group s operations and its principal activities are set out in the director s report. These financial statements are set out in pounds sterling reflecting the company s quotation on the UK Alternative Investment Market. The functional currency of the company s subsidiary is Renminbi of the People s Republic of China. 2 Significant accounting policies The financial statements have been prepared in accordance with International Financial Reporting Standards (IFRSs). (a) Basis of accounting The consolidated financial statements, which have been prepared under the historical cost convention, incorporate the financial statements of the Company and its subsidiary made up to 31 December No income statement is presented for China Wonder Limited. (b) Revenue recognition i. Sale of goods Revenue is recognised when goods are delivered at the customer s premises, are installed and when the customer has accepted the goods and related risks and rewards of ownership. Revenue excludes value added tax or other sales taxes and is after the deduction of any trade discounts. ii. Interest income Interest income from bank deposits is accrued on a time-apportioned basis on the principal outstanding and the rate applicable. (c) Property, plant and machinery Depreciation is calculated so as to write off the cost of an asset, less its estimated residual value, over its useful economic life, using the straight-line method. The estimated useful lives are as follows: Buildings - 20 years Plant, machinery, furniture and fixtures years Motor vehicles - 5 years 13

16 Notes forming part of the financial statements for the period ended 31 December 2004 (Continued) 2 Significant accounting policies (Continued) (d) Taxation and Deferred taxation The tax expense represents the sum of the tax currently payable and deferred tax. The tax currently payable is based on taxable profit for the period. Taxable profit differs from net profit as reported in the income statement because it excludes items of income and expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The Group s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the balance sheet date. Deferred tax is the tax expected to be payable or recoverable on differences between the carrying amounts of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit, and is accounted for using the balance sheet liability method. Deferred tax liabilities are generally recognised for all taxable temporary differences and deferred tax assets are recognised to the extent that it is probable that taxable profits will be available against which deductible temporary differences can be utilised. Such assets and liabilities are not recognised if the temporary difference arises from goodwill or from the initial recognition (other than in a business combination) of other assets and liabilities in a transaction that affects neither the tax profit or the accounting profit. Deferred tax liabilities are recognised for taxable temporary differences arising on investments in subsidiaries and associates, and interests in joint ventures, except where the Group is able to control the reversal of the temporary difference and it is probable that the temporary difference will not reverse in the foreseeable future. The carrying amount of deferred tax assets is reviewed at each balance sheet date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the income statement, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. The company has no liability to taxation in Jersey as it qualifies as an exempt company. (e) Land Use Right and Patent Rights Expenditure on land use rights and patents rights are capitalised and treated as an intangible fixed asset. Land use rights and Patents are amortised over the period to which the rights or patent relate. The estimated useful lives are as follows: Land use right years Patent applications - 10 years 14

17 Notes forming part of the financial statements for the period ended 31 December 2004 (Continued) 2 Significant accounting policies (Continued) (f) Foreign currency translation 3 Revenue Transactions in foreign currencies are translated at the exchange rate ruling on the date the transaction occurs. At the balance sheet date, monetary assets and liabilities denominated in foreign currency are translated using the closing rate. Exchange differences are taken to the income statement for the period. Income statement items are translated from the functional currency (Renminbi) to the reporting currency ( Sterling) at the average rate for the period. The balance sheet is translated at the closing rate. Differences arising from the translation of amounts from the group s functional currency to its reporting currency are dealt with in equity. (g) Consolidation The consolidated financial statements include those of the company and its subsidiary. All intercompany balances and transactions are eliminated and profits and losses are related to external transactions only. The subsidiary acquired during the period under review has been accounted for using the acquisition method of accounting. The consolidated income statement therefore contains those subsidiaries results from the date of acquisition to the end of the financial period. (h) Goodwill Negative goodwill arising on consolidation, representing the excess of the fair values of the acquired subsidiary s identifiable assets and liabilities at the date of acquisition over the fair value of the consideration, is taken to the income statement. Revenue represents the total sales of goods and is analysed geographically as follows: People s Republic of China 447,189 All revenue arises from the sale of packaging machinery and associated spare parts which forms the Group s sole business segment. 4 Profit from operations Profit from operations has been arrived at after charging/(crediting): Staff costs (note 5) 18,410 Depreciation 9,277 Loss on exchange 1,984 Auditors fees - audit services 25,000 In addition to the audit fee above 116,625 has been debited to the share premium account in respect of services provided by BDO Stoy Hayward LLP in respect of share issue costs. 15

18 Notes forming part of the financial statements for the period ended 31 December 2004 (Continued) 5 Staff costs Wages and salaries 16,007 Social Security costs 2,403 The average number of persons, including directors, employed by the group during the period was: 18,410 Number Management 18 Other Directors Emoluments - There were no emoluments paid or payable to the directors of the parent company during the period. 7 Investment income Interest earned on cash deposits Taxation The taxation charge of 11,185 represents an exempt taxation charge of 600 arising in Jersey and 10,585 income tax arising in the People s Republic of China ( PRC ). The group s subsidiary company qualifies as a foreign investment production enterprise and is established in a technological economic development zone. Accordingly the applicable tax rates are 17% for PRC enterprise tax and local tax of 6%, both of which are subject to 50% reduction for three years. 16

19 Notes forming part of the financial statements for the period ended 31 December 2004 (Continued) 8 Taxation (Continued) % Profit before tax 52,505 Tax on profits at the prevailing rate applicable in Jersey - Charge for exempt company status (600) Effect of different tax rates of subsidiaries operating in other jurisdictions (10,585) Tax expense and effective rate for the period (11,185) Earnings per share The profit per share is based on the profit for the period of 41,320 and on the weighted average number of ordinary shares of 3,570,000 in issue for the period. The weighted average number of ordinary shares in issue, for the purposes of calculating the diluted earnings per share, amounted to 3,738,256 which arises from the effect of 1,000,000 warrants issued on 1 October 2004 to subscribe for ordinary shares. 10 Result for the financial period In accordance with Jersey practice the company has not presented its own profit and loss account in these financial statements. The company acts as a holding company. The company incurred a loss of 621,667 after taxation for the period. 11 Investments Company Shares at cost 300,000 On 29 September 2004 the company acquired 100% of the registered (and issued) capital of Jinzhou Wonder Packing Machinery Co. Ltd for a consideration of 300,000 settled in cash. This acquisition has been accounted for by the acquisition method of accounting. Negative goodwill amounting to 601,328 has been released to profit and loss account in the period. An analysis of the cash flows derived on acquisition is shown in note 21(b). 17

20 Notes forming part of the financial statements for the period ended 31 December 2004 (Continued) 11. Investments (Continued) Jinzhou Wonder Packing Machinery Co. Ltd is a wholly owned subsidiary of the company and is incorporated in the People s Republic of China. The nature of its business is the manufacture and sale of packaging machines and associated spare parts. In the opinion of the directors there was no change in the fair values of the net assets of the subsidiary either just before or after acquisition. The profit of the wholly owned subsidiary was Renminbi 5,950,098 for the full year ended 31 December Property, plant and equipment Buildings Motor Office and plant Machinery vehicles equipment Total Cost Acquisition of subsidiary 477, ,314 64,179 22, ,370 Exchange adjustment (29,525) (7,866) (3,966) (1,361) (42,718) Additions - 4,233-1,317 5,550 At 31 December , ,681 60,213 21, ,202 Depreciation Acquisition of subsidiary 30,679 24,550 11,150 10,361 76,740 Exchange adjustment (1,895) (1,516) (689) (640) (4,740) Charge for the period 4,268 2,854 1, ,277 At 31 December ,052 25,888 11,816 10,521 81,277 Net book value At 31 December ,271 97,793 48,397 11, ,925 18

21 Notes forming part of the financial statements for the period ended 31 December 2004 (Continued) 13 Intangible assets Group Land use right Patent right Total Cost Acquisition of subsidiary 69,300 1,008 70,308 Exchange adjustment (4,282) (62) (4,344) At 31 December , ,964 Amortisation Charge for period (404) - (404) Disposals At 31 December 2004 (404) - (404) Net book value At 31 December , ,560 Amortisation on intangible assets of 404 was charged under other operating expenses in the consolidated income statement. 14 Inventories Raw materials 68,808 Work in progress 150,446 Finished goods 95,118 _ 314,372 _ 15 Trade and other receivables Group Company Due within one year: Trade receivables 364,574 - Other receivables 14, Prepayments and accrued income 4,500 4, ,240 5,340 19

22 Notes forming part of the financial statements for the period ended 31 December 2004 (Continued) 16 Current liabilities Group Company Trade payables 481, ,395 Other creditors 362,739 75,663 Accruals and deferred income 28,995 10, , , Share capital Authorised share capital: 65,000,000 ordinary shares of 2.5p each 1,625,000 _ Allotted and fully paid: Issue of 7,500,000 ordinary shares 187,500 Issue of 3,000,000 ordinary shares 75,000 _ 262,500 _ On 17 September 2003, 7,500,000 ordinary shares of 2.5p each were issued at a value each of 4.14p. On 1 October 2004 the company floated on the Alternative Investment Market of the London Stock Exchange and issued 3,000,000 ordinary shares of 2.5p each at a value each of 24p. At the same time the company issued 1,000,000 warrants to subscribe for ordinary shares of 2.5p, each at a price of 24p. 18 Reserves Group Foreign Share Retained Exchange Premium earnings Reserve Premium on new share capital subscribed 17 September ,000-1 October ,000 - Expenses of issue of equity shares - (355,770) - Profit for the period ,320 Foreign exchange differences (63,194) - - At 31 December 2004 (63,194) 412,230 41,320 20

23 Notes forming part of the financial statements for the period ended 31 December 2004 (Continued) 19 Reserves Company Share Retained Premium earnings Premium on new share capital subscribed 17 September ,000-1 October ,000 - Expenses of issue of equity shares (355,770) - Loss for the period - (621,667) At 31 December ,230 (621,667) 20 Statement of changes in equity Group Company (Loss)/profit for the period 41,320 (621,667) Foreign exchange differences (63,194) - Share capital issued 262, ,500 Premium on issue of shares (net of expenses) 412, , ,856 53,063 21

24 Notes forming part of the financial statements for the period ended 31 December 2004 (Continued) 21 Notes to the Cash flow statement (a) Reconciliation of net cash outflow from operations Adjustments for: Company Group (Loss)/Profit from operations (621,667) 52,235 Depreciation - 9,277 Exchange differences - (24,517) Negative goodwill released to income - (601,328) Operating cash flow before working capital (621,667) (564,333) (Increase) in inventories - (28,282) (Increase) in receivables (5,340) (8,901) Increase in payables 267, ,443 Net cash (outflow) from operations (359,949) (353,073) (b) Acquisition of subsidiary undertaking Net assets acquired: Property, plant and equipment 610,754 Intangible assets 69,865 Inventories 286,090 Trade and other receivables 374,339 Trade and other payables (639,830) Cash and cash equivalents 200, ,328 Negative goodwill Satisfied by: (601,328) Cash 300,000 Net cash outflow on acquisition Cash consideration (300,000) Cash acquired 200, (99,890)

25 Notes forming part of the financial statements for the period ended 31 December 2004 (Continued) 22 Capital commitments Neither the group nor the company had any material capital commitments at 31 December Financial instruments Exchange rate risk Most of the company s business is conducted in the People s Republic of China. Bank balances are denominated in Renminbi, which is its functional currency. The group has not hedged these balances and, therefore, is exposed to a degree of risk in respect of changes in the Sterling/Renminbi exchange rate. At 31 December 2004 the aggregate cash balance denominated in Renminbi was 201,436. The closing rate of exchange at 31 December 2004 was Renminbi/ 1 sterling. Financial assets Trade receivables at the balance sheet date comprise amounts due from the sale of packaging machinery and associated spare parts and the aggregate amounts at 31 December 2004 denominated in Renminbi was 364,574. Trade terms vary, but deposits of at least fifty percent are due prior to installation, with the balance on customer acceptance. Cash and cash equivalents represent cash held by the group and short term bank deposits with an original maturity of three months or less. The carrying amount of assets approximates their fair value. The group has no significant concentration of credit risk and the company s experience of bad debt in the PRC is generally low. Financial liabilities Trade and other payables principally comprise amounts outstanding for trade purchases and ongoing costs. Trade terms vary. The carrying amount of financial liabilities approximates to their fair values. At 31 December 2004 the aggregate trade payables denominated in Renminbi was 499,827. Derivatives The group has not entered into any derivative transactions. Operating and finance leases There are no operating or finance lease arrangements. 24 Post Balance sheet events After the period end the subsidiary proposed a dividend in the sum of Renminbi 5.35m payable to its parent company. On 16 March ,000 warrants were exercised at 24p. 23