China Ocean Group Development Limited — Earnings Release 2002

Yearly Results announcement form

Name of listed company : IA International Holdings Limited

Stock code : 8047

Year end date : 31/03/2002

Auditors' report : Qualified
Modified
x Neither

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$'000
(Audited) (Audited)
Final Results Announcement Current Last
Corresponding
Period Period
from 01/04/2001 from 01/04/2000
to 31/03/2002 to 31/03/2001
HK$'000 HK$'000

Turnover : 49,330 37,136
Profit/(Loss) from Operations : 4,788 6,835
Finance cost : -94 0
Share of Profit/(Loss) of Associates : 0 0
Share of Profit/(Loss) of
Jointly Controlled Entites : 0 0
Profit/(Loss) after Taxation & MI : 3,679 5,669
% Change Over the Last Period : -35.10 %
EPS / (LPS) - Basic : 1.43 cents 2.52 cents
- Diluted : N/A N/A
Extraordinary (ETD) Gain/(Loss) : 0 0
Profit (Loss) after ETD Items : 3,679 5,669
Final Dividend per Share : Nil Nil
(specify if with other options) : N/A N/A
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: Nil
B/C Dates for Other Distribution : N/A to N/A bdi.
(bdi: both days inclusive)

                                           For and on behalf of
                                   IA International Holdings Limited
                       Signature :
                       Name      :          Cheng Kwong Chung
                       Title     :              Director

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 basis of presentation

The Company was incorporated in Bermuda on 7th
June, 2001 as an exempted company with limited
liability under the Companies Act 1981 of Bermuda.
Pursuant to a group reorganisation (the "Group
Reorganisation") implemented on 18th October, 2001
to rationalise the structure of the Group 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 companies now comprising the Group. This
was accomplished by the Company acquiring the entire
issued share capital of Smart Time Development
Limited ("STDL"), the then holding company of the
subsidiaries, in consideration for the allotment
and issue of 2,500,000 shares of HK$0.05 each in
the share capital of the Company, credited as
fully paid, to the former shareholders of STDL.
Further details of the Group Reorganisation are
set out in the Company's prospectus dated 24th
October, 2001.

The shares of the Company were listed on GEM
on 1st November, 2001.

The consolidated financial statements have been
prepared using the merger basis of accounting
as a result of the Group Reorganisation. Under
this basis, the Company has been treated as the
holding company of its subsidiaries for the
financial years presented rather than from the
date of their acquisition. Accordingly, the
consolidated/combined results of the Group for
the years ended 31st March, 2001 and 2002 include
the results of the Company and its subsidiaries
with effect from 1st April, 2000 or since their
respective dates of incorporation, where this is
a shorter period. The comparative combined
balance sheet as at 31st March, 2001 has been
prepared on the basis that the existing Group
had been in place at that date.

In the opinion of the directors, the consolidated
/combined financial statements prepared on the
above basis present more fairly the results and
the state of affairs of the Group as a whole.

All significant intercompany transactions and
balances within the Group are eliminated in
the preparation of the consolidated financial
statements.

1. Earnings per Share

The calculation of basic earnings per share is
based on the net profit from ordinary activities
attributable to shareholders for the year of
HK$3,679,000 (2001:HK$5,669,000) and the weighted
average number of 256,945,000 (2001: 225,000,000)
ordinary shares of the Company.

The weighted average number of shares used to
calculate the earnings per share for the year
ended 31st March, 2001 includes the pro forma
issued share capital of the Company, comprising
the 1,000,000 shares issued nil paid on
incorporation of the Company, the 1,000,000 shares
issued as a result of the subdivision of 1 ordinary
share of HK$0.10 each into 2 ordinary shares
of HK$0.05 each, the 2,500,000 shares issued as
consideration for the acquisition of the entire
issued share capital of STDL and the capitalisation
issue of 220,500,000 shares. The weighted average
number of shares used to calculate the earnings
per share for the year ended 31st March, 2002
comprises the above shares and also includes the
weighted average of the 400,000 shares issued to
Everyday Investment Limited and Million Hero
Investment Limited (collectively referred to as
the "Pre-IPO Investors"), the capitalisation issue
of 19,600,000 shares to Pre-IPO Investors, and the
55,000,000 shares issued upon the listing of the
Company's shares on GEM on 1st November, 2001.

Diluted earnings per share amounts for the years
ended 31st March, 2001 and 2002 have not been
disclosed as no diluting events existed during
those years.