Quarterly Results announcement form

Name of listed company :ThinSoft (Holdings) Inc

Stock code :8096

Year end date :31/12/2002

Auditors' report : Modified

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

Currency: HK$'000
(Unaudited) (Unaudited)
Quarterly Results Announcement Current Last Corresponding
Period Period
from 01/01/2002 from 01/01/2001
to 30/06/2002 to 30/06/2001
HK$'000 HK$'000

Turnover : 12,187 12,938
Profit/(Loss) from Operations : 1,426 3,695
Finance cost : 0 -11
Share of Profit/(Loss) of Associates : 0 0
Share of Profit/(Loss) of
Jointly Controlled Entites : 0 0
Profit/(Loss) after Taxation & MI : 845 2,317
% Change Over the Last Period : -63.53 %
EPS / (LPS) - Basic : 0.18 cent 0.62 cent
- Diluted : 0.17 cent N/A
Extraordinary (ETD) Gain/(Loss) : 0 0
Profit (Loss) after ETD Items : 845 2,317
2nd Q Dividend per Share : NIL NIL
(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 : NIL
B/C Dates for Other Distribution : N/A to N/A bdi.
(bdi: both days inclusive)

For and on behalf of
ThinSoft (Holdings) Inc
Signature :
Name : Wong Kui Ming
Title :Executive 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.

1. Group reorganization

The Company was incorporated in the Cayman Islands as an exempted
company with limited liability under the Companies Law of the
Cayman Islands on 28 September 2001. Pursuant to a group
reorganization (the "Group Reorganization") to rationalize 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") on
27 February 2002, the Company became the holding company of the
companies now comprising the Group on 23 February 2002. Further
details of the Group Reorganization are set out in the Company's
prospectus (the "Prospectus") dated 19 February 2002.

2. Basis of presentation

The Group Reorganization has been accounted for by the Company
using merger accounting method in accordance with the Statement
of Standard Accounting Practice ("SSAP") No. 2.127 "Accounting
for Group Reconstructions". The comparative figures for the
three months and six months ended 30 June 2002 included the
results of all companies involved in the Group Reorganization
which were assumed to have been in existence throughout the
said periods or since their respective dates of incorporation,
where this is a shorter period.

All significant transactions and balances among the companies
comprising the Group have been eliminated on combination.

3. Turnover

Turnover represents the net invoiced sales and services rendered,
less discounts, returns, and applicable goods and services taxes.

4. Tax

Hong Kong profits tax has not been provided as the Group did not
generate any assessable profits in Hong Kong during the period
under review.

ThinSoft Pte Ltd, a company incorporated in Singapore, is
subject to Singapore income tax. Singapore income tax has been
provided at the rate of 24.5% (2001:24.5%) on the estimated
assessable profits arising in Singapore for the period ended
30 June 2002.

ThinSoft (USA) Inc, a company incorporated in the State of
Delaware in the United States of America and operating in the
States of California in the United States of America, is subject
to the United States federal income tax at progressive rates
of between 15% to 39%, and California state corporate tax at a
rate of 8% (2001: 8%) for the period ended 30 June 2002, on
its estimated assessable profits arising on a world wide basis.

There were no unprovided deferred tax in respect of the
period under review (2001: Nil).

5. Dividend

The directors do not recommend the payment of an interim dividend
for the six months ended 30 June 2002(2001: Nil).

6. Earnings per share

The basic earnings per share for the three months and six months
ended 30 June 2002 are calculated based on the unaudited
consolidated profit attributable to shareholders of the Company
for the three months and six months ended 30 June 2002 of
approximately HK$176,000 and HK$845,000 respectively (2001:
approximately HK$2,398,000 and HK$2,317,000 respectively) and
500,000,000 shares and 462,016,575 shares respectively (2001:
375,000,000 shares and 375,000,000 shares respectively)
deemed to have been issued and issuable during the period
under review on the assumption that the Group Reorganization
and the subsequent capitalization issue of 372,000,000 shares
of the Company had been effective on 1 January 2001.

The calculation of the diluted earnings per share for the
three months and six months ended 30 June 2002 are based on
the unaudited consolidated profit attributable to shareholders
of the Company for the three months and six months ended
30 June 2002 and 545,341,606 shares and 507,283,241 shares

A diluted earnings per share for the three months and six
months ended 30 June 2001 have not been presented as no
diluting events existed during that period.