13:11 CHINA FORCE<01194> - Results Announcement (1) China Force Oil & Grains Industrial Holdings Co., Ltd. announced on 07/04 /2005: (stock code: 01194 ) Year end date: 31/12/2004 Currency: HKD Auditors' Report: Unqualified (Audited ) (Audited ) Last Current Corresponding Period Period from 01/01/2004 from 01/01/2003 to 31/12/2004 to 31/12/2003 Note ('000 ) ('000 ) Turnover : 4,569,022 3,308,859 Profit/(Loss) from Operations : 158,348 137,518 Finance cost : (36,918) (22,155) Share of Profit/(Loss) of Associates : N/A N/A Share of Profit/(Loss) of Jointly Controlled Entities : N/A N/A Profit/(Loss) after Tax & MI : 103,312 103,716 % Change over Last Period : -0.39 % EPS/(LPS)-Basic (in dollars) : 0.169 0.185 -Diluted (in dollars) : N/A N/A Extraordinary (ETD) Gain/(Loss) : N/A N/A Profit/(Loss) after ETD Items : 103,312 103,716 Final Dividend : 3.0 cents 8.4 cents per Share (Specify if with other : N/A N/A options) B/C Dates for Final Dividend : 12/05/2005 to 17/05/2005 bdi. Payable Date : 19/05/2005 B/C Dates for Annual General Meeting : 12/05/2005 to 17/05/2005 bdi. Other Distribution for : N/A Current Period B/C Dates for Other Distribution : N/A Remarks: 1. Reorganisation and basis of presentation of financial statements China Force Oil & Grains Industrial Holdings Co., Ltd. (the "Company") was incorporated in the Cayman Islands on 14 January 2004 as an exempted company with limited liability under the Companies Law, Cap 22 (Law 3 of 1961, as consolidated and revised) of the Cayman Islands. Pursuant to a group reorganization (the "Reorganisation") of the Company and its subsidiaries (collectively referred to as the "Group") completed on 19 June 2004, the corporate structure of the Group has been rationalized for the listing (the "Listing") of the Company's shares on the Main Board of the Stock Exchange of Hong Kong Limited (the "Stock Exchange"). Pursuant to the Reorganisation, the Company became the holding company of all subsidiaries. The shares were first listed on the Stock Exchange on 12 October 2004, the Listing date. Details of the Reorganisation are set out in the prospectus (the " Prospectus") dated 28 September 2004 issued by the Company. The Group is regarded as a continuity resulting from the Reorganisation since all the entities which took part in the Reorganisation were owned by the same group of ultimate shareholders before and immediately after the Reorganisation and, consequently, there was a continuation of the risks and benefits to the ultimate shareholders that existed prior to the Reorganisation. Accordingly the consolidated results have been prepared on the basis of merger accounting, under which the Company was the holding company of all members comprising the Group for both years presented, rather than from 19 June 2004. Furthermore, the results of the Group for the two financial years ended 31 December 2004 include the results of the Company and its subsidiaries with effect from or since their respective dates of incorporation, whichever is a shorter period as if the current group structure had been in existence throughout the years presented. The consolidated balance sheet at 31 December 2003 is a combination of the balance sheets of the Company and its subsidiaries at 31 December 2003. All material intra-group transactions and balances have been eliminated on consolidation. In the opinion of the Directors, the consolidated financial statements prepared on this basis present fairly the results of operations and the state of affairs of the Group as a whole. 2. Turnover The Group is principally engaged in the fractionation, refining, sale and trading of edible oil products in the PRC. Turnover represents the sales value of edible oils to customers net of value added tax and surcharges.