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enterpriseAsia (EPA)

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Monday 23 June, 2003

enterpriseAsia

Final Results

enterpriseAsia PLC
23 June 2003


ENTERPRISEASIA PLC

AUDITED RESULTS FOR THE YEAR ENDED 31 DECEMBER 2002

CHAIRMAN'S STATEMENT

RESULTS


The Company and its subsidiaries recorded an audited consolidated loss of £8,094,754 for the year ended 31 December
2002 (the 'Year') (2001: £1,176,806). Of this loss £7,386,576 resulted from the provisions for permanent diminution in
the value of several investment projects in our portfolio (2001: £494,614) and £89,711 was due to exchange losses.



As at 31 December 2002, the audited net asset value per share was 0.70p (2001: 4.07p), and the total cash balance under
control was approximately 0.58p per share.



DIVIDENDS



The directors do not recommend the payment of a dividend.



BUSINESS STRATEGY



The Company faced a difficult year in 2002, with all investee projects under-performing, in particular those heavily
depending on the Hong Kong economy which further deteriorated towards the end of the Year.  Most of the projects also
experienced shortage of funds, and it seemed increasingly unlikely that they would be able to sustain themselves into
the medium term.



Your directors took the view that, in the light of these difficult conditions, the Company should not provide any
further seed funding to the existing portfolio but, instead, concentrate on developing alternative strategies capable
of delivering shareholder value.



To that end, your directors still take the view that the Greater China region offers significant potential despite the
recent negative climate created following the outbreak of the SARS epidemic.  Whilst there are certainly weaknesses in
the region's progress, your board  believes that political and economic developments in Mainland China, Hong Kong and
Taiwan will continue to drive the need for a more open market and, with that, an increasing acceptance of  western
disciplines in  business practice.



Your board believes, therefore, that the Company can still benefit from its strong position in the market, i.e. a U.K.
company with an in-depth knowledge of, and excellent connections in, the Greater China market. This strength is
particularly advantageous, we believe, as China leans towards western education and business methods, so your Company's
strategy will increasingly focus on the education sector.  As before, your Company will not look only at Greater China
if opportunities arise in other markets for profitable investment and increased credibility in the sector, but China
will remain our core market.



Your directors are aware that, as part of the successful implementation of our new strategy, it is vitally important
that we contain our operating costs.  Substantial cost cutting measures, including downsizing of our Hong Kong
operations and significant reduction in directors' fees, began in the Year and their impact is expected to be
progressively reflected in 2003.



Despite all our difficulties, therefore, I look forward with renewed confidence to the future and I should like to
record my sincere thanks to all my fellow directors and our management team for their committed efforts during such an
extraordinary period.  I would also like to welcome Mr. Ka Hang Lai as our new non-executive director since September
2002.









Peter So
Chairman


16 June 2003


YOUR INVESTMENT PORTFOLIO


Value Convergence Holdings Limited ('VC Holdings')


Formerly known as iAsia Technology Limited, in December 2002, VC Holdings broadened its business scope from a
securities trading systems developer and marketer to become a financial services provider, through the acquisition of 3
CEF companies in brokerage, futures and corporate finance (the 'CEF Acquisition').



The CEF Acquisition was funded by a rights and bonus share issue in early 2003, to which we did not subscribe in order
to preserve the Company's cash resources.  As a result of the rights and bonus share issue, and the private placement
of a substantial amount of new shares in July 2002, our shareholding in VC Holdings is now reduced to approximately
1.78%, and the value of our investment in VC Holdings has been written down to a level reflecting approximately
HK$0.0714 per share.



Net Fun Limited ('Net Fun')



Net Fun provides interactive educational games for teenagers and children.  The project's strategy of developing its
products and marketing in Mainland China, by means of local management and partnerships, is beginning to show some
early signs of effectiveness as cash inflows from revenue start to take shape under limited funding support.



The online services offered by Net Fun are now accessible in about 8,000 households in residential estates developed
and managed by the Cheung Kong Group of Companies, which also has interests in Net Fun.



Cybermax Network Technology Limited ('Cybermax')



Cybermax owned the domain name 'Part-time.com' and developed businesses in relation to recruitment advertising for
part-time, temporary and second jobs.   The Hong Kong website of Part-time.com was officially launched in April 2001
but was not successful.  In February 2003 the directors of Cybermax resolved to terminate its Hong Kong operations as a
result of a declining trend in recent sales performance and the failure to secure additional funding.



We invested HK$15 million into the equity of Cybermax, and in 2002 we provided a total of HK$3.539 million of
additional loan financing to the project.  HK$3 million of this loan was secured.  As a result of the termination of
the Part-time.com operations in Hong Kong, we have now written off all of our investment in, and loan to, Cybermax.  As
a secured creditor, we have also appointed a receiver to facilitate acquisition of some remaining assets of Cybermax,
including a collection of domain names related to the Part-time.com business.



innoVision Holding Limited ('innoVision')



innoVision manufactures and markets a new form of multiple visual light-box for advertising use.  Its sales office and
production plant are based in Guangzhou in southern China.



innoVision's sales was disappointing and it had no further cash resources by early 2003.  Therefore, we disposed of our
interests in innoVision to parties based in Guangzhou in March 2003.  The consideration consisted of both cash and
receivables, and the maximum realizable value of the total consideration is estimated at approximately HK$160,000.  As
a result of the disposal, we have now written off all our investment in innoVision.



P & S International Limited ('P & S')



P & S is based in Wuhan in central China, and is involved in the development of semiconductor chips for connecting
appliances and equipment with the Internet.  The project's progress has not been satisfactory, so we do not expect it
to be able to achieve its original business plans and have now fully written off this investment.



UFO Solutions Limited ('UFO')



The shareholders of UFO have decided to terminate the project in the absence of alternative business opportunities.  No
provision by the Company will be required upon UFO's dissolution.




 CONSOLIDATED PROFIT AND LOSS ACCOUNT
 FOR THE YEAR ENDED 31 DECEMBER 2002

                                                                             Year                    Year
                                                                            ended                   ended
                                                                      31 December             31 December
                                                                             2002                    2001
                                                Notes                           £                       £

Turnover
Gain on disposal of investment                                                  -                  22,800
Consultancy fee income                                                     85,996                       -
                                                                          -------                 -------
                                                                                                   
                                                                           85,996                  22,800

Administrative expenses                                                 (825,400)               (849,688)
Impairment loss on investments                                        (7,386,576)               (494,614)
Provision for doubtful debts                                             (45,228)                       -
                                                                          -------                 -------

                                                                      (8,171,208)             (1,321,502)  
Other operating income                                                     33,561                  38,722
                                                                          -------                 -------


Operating loss                                                        (8,137,647)             (1,282,780)

Other interest receivable and similar
income                                                                     42,893                 105,974
                                                                           
                                                                          -------                 -------


Loss on ordinary activities before                                    (8,094,754)              (1,176,806)
taxation                                                              



Tax on loss on ordinary activities                                              -                       -
                                                                          -------                 -------


Loss on ordinary activities after                 8                   (8,094,754)             (1,176,806)
taxation                                                              
                                                                          -------                 -------



                                                                             2002                    2001
                                                                            Pence                   Pence
Basic loss per share                              8                          3.38                    0.49
                                                                          -------                 -------


Diluted loss per share                            8                          3.38                    0.49
                                                                          -------                 -------





    The profit and loss account has been prepared on the basis that all operations are continuing operations

    There are no recognised gains and losses other than those passing through the profit and loss account.





   CONSOLIDATED BALANCE SHEET
   AS AT 31 DECEMBER 2002


                                                           2002                         2001
                                       Notes         £              £             £             £
Fixed assets
Tangible assets                          2                            11,588                       9,008
Investments                              3                           310,841                   8,655,923
                                                                     -------                     -------

                                                                     322,429                   8,664,931

Current assets
Debtors                                  5            75,547                       71,105
Investments                              4         2,336,676                    1,149,334
Cash at bank and in hand                           1,377,960                    1,276,848
                                                     -------                      -------

                                                   3,790,183                    2,497,287
Creditors: amounts falling due
within one year                          6       (2,447,317)                     (59,092)
                                                     -------                      -------


Net current assets                                                 1,342,866                   2,438,195
                                                                     -------                     -------


Total assets less current                                          1,665,295                  11,103,126
liabilities


Creditors : amount falling due after
more than one year                       7                                 -                 (1,343,077)
                                                                     -------                     -------

                                                                   1,665,295                   9,760,049
                                                                     -------                     -------


Capital and reserves
Called up share capital                                            2,395,985                   2,395,985
Share premium account                                              9,175,770                   9,175,770
Profit and loss account                                          (9,906,460)                 (1,811,706)
                                                                     -------                     -------

Shareholders' funds - equity
interests                                                          1,665,295                   9,760,049
                                                                     -------                     -------





    The Board approved the financial statements on 16 June 2003.





   Benjamin Ng                                                                          Phillip Brown
   Director                                                                                  Director




   BALANCE SHEET
   AS AT 31 DECEMBER 2002




                                                            2002                         2001
                                       Notes          £              £              £            £
Fixed assets
Tangible assets                          2                                131                        318
Investments                              3                          1,667,998                 10,585,250
                                                                      -------                    -------

                                                                    1,668,129                 10,585,568

Current assets
Debtors                                  5             12,797                             -
Cash at bank and in hand                              711,242                       978,574
                                                      -------                       -------


                                                      724,039                       978,574
Creditors: amounts falling due
within one year
                                         6          (598,548)                    (583,591)
                                                      -------                       -------


Net current assets                                                    125,491                    394,983
                                                                      -------                    -------


Total assets less current
liabilities
                                                                  1,793,620                   10,980,551
                                                                      -------                    -------


Capital and reserves
Called up share capital                                             2,395,985                  2,395,985
Share premium account                                               9,175,770                  9,175,770
Profit and loss account                                           (9,778,135)                  (591,204)
                                                                  
                                                                      -------                    -------


Shareholders' funds - equity
interests                                                           1,793,620                 10,980,551
                                                                      -------                    -------





    The Board approved the financial statements on 16 June 2003.





   Benjamin Ng                                                                          Phillip Brown
   Director                                                                                  Director





   CONSOLIDATED CASH FLOW STATEMENT
   FOR THE YEAR ENDED 31 DECEMBER 2002

                                                                            Year                        Year
                                                                           ended                       ended
                                                                              31                 31 December
                                                                        December
                                                                            2002                        2001
                                                                               £                           £

Net cash outflow from operating activities                             (688,957)                   (878,870)

Returns on investments and servicing of finance
Bank interest received                                      28,903                      99,805
Other interest income                                       13,990                       6,169
                                                           -------                     -------


Net cash inflow for returns on investments and
servicing of finance                                                    42,893                       105,974

Capital expenditure and financial investment

Payments to acquire tangible assets                     (7,249)                         (7,732)
                                                        


Payments to acquire fixed asset investments            (316,586)                    (1,534,210)
                                                       
                                                           -------                     -------


Net cash outflow for capital expenditure                               (323,835)                 (1,541,942)
                                                                         -------                     -------



Net cash outflow before management of liquid
resources and financing                                               (969,899)                 (2,314,838)

Financing
Loan from investee company                               1,071,011                           -


                                                           -------                     -------


Net cash inflow from financing                                         1,071,011                           -
                                                                         -------                     -------


Increase/(decrease) in cash in the period                                101,112                 (2,314,838)
                                                                         -------                     -------






   NOTES TO THE FINANCIAL STATEMENTS
   FOR THE YEAR ENDED 31 DECEMBER 2002


1    Accounting policies
     The financial statements have been prepared under the historical cost convention and are in accordance with
     applicable accounting standards.  There has been no change in the accounting policies during the current
     year and they are consistent with those set out in the financial statements for the year ended 31 December
     2001.  The following principal accounting policies have been applied:


     Basis of consolidation
     The consolidated financial statements incorporate the financial statements of enterpriseAsia plc and all of
     its subsidiary undertakings made up to 31 December 2002.  Uniform accounting methods are used to consolidate
     the results of subsidiary undertakings in the group financial statements.




2    Tangible fixed assets


                                                              GROUP                                     COMPANY

                                            Leasehold Furniture and        Office         Total          Office
                                         improvements      fixtures     equipment                     equipment

                                                    £             £             £             £               £
     Cost
     Balance at 1 January 2002                      -             -        13,277        13,277             568

     Additions                                  3,909         1,800         1,540         7,249               -
                                              -------       -------       -------       -------         -------


     At 31 December 2002                        3,909         1,800        14,817        20,526             568
                                              -------       -------       -------       -------         -------



     Depreciation
     Balance at 1 January 2002                      -             -         4,269         4,269             250

     Charge for the period                        163            37         4,469         4,669             187
                                              -------       -------       -------       -------         -------


     At 31 December 2002                          163            37         8,738         8,938             437
                                              -------       -------       -------       -------         -------


     Net book value
     At 31 December 2002                        3,746         1,763         6,079        11,588             131

                                              -------       -------       -------       -------         -------


     Net book value
     At 31 December 2001                            -             -         9,008         9,008             318
                                              -------       -------       -------       -------         -------



3    Fixed asset investments


     Company

                                                                                           2002            2001
                                                                                              £               £
     Shares in group undertakings

                        -subsidiary undertakings                                     10,584,251      10,584,251
                        -provision for impairment in the year                       (8,917,252)              -
                                                                                        -------         -------

                                                                                      1,666,999      10,584,251
                                                                                      
     Loans to group undertakings
                        -subsidiary undertakings
                                                                                            999             999
                                                                                        -------         -------

                                                                                      1,667,998      10,585,250
                                                                                      
                                                                                        -------         -------




                                                                                   Loan to group Shares in group
                                                                                    undertakings    undertakings
                                                                                               £               £

     Cost at 1 January 2002                                                                  999      10,584,251
     Additions                                                                                 -               -
     Provision for impairment during the year                                                  -     (8,917,252)
                                                                                         -------         -------


     At 31 December 2002                                                                     999       1,666,999
                                                                                         -------         -------



             The amounts due from subsidiary undertakings are secured, interest free and repayable after one year.




     Information on principal subsidiary undertakings:

     Name of company                Country of     Class of share    Proportion of the     Nature of
                                  incorporation /       held      nominal value of equity  business
                                   registration                         held by the
                                                                     Group       Company
                                                                       %            %


     enterpriseAsia Limited          Hong Kong        Ordinary         -           100     Investment
                                                                                           holding

     enterpriseAsia.com (B.V.I.)  British Virgin      Ordinary         -           100     Investment
     Limited                          Islands                                              holding

     Alternative Enterprises      British Virgin      Ordinary        100           -      Investment
     Limited                          Islands                                              holding

     Cable First Holdings         British Virgin      Ordinary        100           -      Investment
     Limited                          Islands                                              holding

     Electronic Commerce Limited  British Virgin      Ordinary        100           -      Investment
                                      Islands                                              holding

     Electronic Industries        British Virgin      Ordinary        100           -      Investment
     Limited                          Islands                                              holding

     E-Market Assets Limited      British Virgin      Ordinary        100           -      Investment
                                      Islands                                              holding

     E-Force Enterprises Limited  British Virgin      Ordinary        100           -      Investment
                                      Islands                                              holding

     Jobpro International         British Virgin      Ordinary        100           -      Investment
     Limited                          Islands                                              holding

     enterpriseAsia Consultants   British Virgin      Ordinary        100           -      Provision of
     Limited                                                                               consultancy
                                      Islands                                              services


      Group


                           Listed           Unlisted      Convertible loans  Secured loans    Unsecured loans      Total
                           investments       investments
                               £                 £                 £                £                 £               £
      Cost
      1 January 2002       2,660,429         6,251,074           130,501                -                  -   9,042,004
      Additions                    -                57            44,581          263,700              8,248     316,586
      Reclassification to
      current assets               -       (1,275,092)                 -                -                  - (1,275,092)
                            -------           -------           -------          -------            -------     -------


      At 31 December 2002  2,660,429         4,976,039           175,082          263,700              8,248   8,083,498
                            -------           -------           -------          -------            -------     -------



      Provision for impairment
      At 1 January 2002            -           255,580           130,501                -                  -     386,081
      Provision for 
        impairment loss    2,388,957         4,681,090            44,581          263,700              8,248   7,386,576
      

                            -------           -------           -------          -------            -------     -------


      At 31 December 2002  2,388,957         4,936,670           175,082          263,700              8,248   7,772,657
                            -------           -------           -------          -------            -------     -------



      Net book value
      At 31 December 2002    271,472            39,369                 -                -                  -     310,841
                             -------           -------           -------          -------            -------     -------


      At 31 December 2001  2,660,429         5,995,494                 -                -                  -   8,655,923
                            -------           -------           -------          -------            -------     -------




           Information on the listed investments:

           Listed investments as at the year end consisted of the following:

      Name of company               Place of incorporation       Class of shares held     Proportion of nominal value of
                                                                                        issued capital held by the group
      Value Convergence Holdings
      Limited                              Hong Kong                   Ordinary                        6.24%
      (formerly iAsia
      Technology Limited)                                                                          (2001: 7.49%)


      The market value of 42,470,227 shares of Value Convergence Holdings Limited at 31 December 2002 was £271,492      
     (2001:£1,913,665).



   Information on the unlisted investments:


   Name of company              Country of incorporation/   Class of    Proportion of   Nature of business
                                      registration         shares held nominal value of
                                                                        issued capital
                                                                         held by the
                                                                            group


   iBASE Holdings Limited               Hong Kong           Ordinary         49%        E-commerce business solutions


   P & S International Limited          Hong Kong           Ordinary        2.18%       Design and marketing of
                                                                                        semi-conductor chips


   Net Fun Limited                      Hong Kong           Ordinary          8%        Games provider


   Cybermax Network Technology          Hong Kong           Ordinary         49%        Recruitment advertising
   Limited

   innoVision Holding Limited           Hong Kong           Ordinary         49%        Advertising
                                                               'A'



   Information on the loans:


   Convertible loans


   The convertible loans comprise of two loans.



   The first is a convertible loan of HK$1,500,000 (£130,501) due from iBASE Holdings Limited to the company's          
   subsidiary,  Alternative Enterprises Limited.  It is unsecured and interest will accrue on any outstanding loan      
   amount on a daily basis at the prevailing Hong Kong Dollar prime lending rate less two percentage points, and is     
   repayable in full, together with all the interest in arrears, on 18 January 2004.



   The second was a transaction during the year. The company's subsidiary, Jobpro International Limited ('Jobpro'), has
   entered into a loan agreement with its investee company, Cybermax Network Technology Limited ('CNT'), for granting an
   unsecured convertible loan of HK$490,000 (£44,581).  The loan is interest bearing at prime rate per annum as quoted  
   by The Hongkong and Shanghai Banking Corporation Limited and repayable within 30 days after the occurrence of        
   relevant events as stated in the loan agreement.



   Secured loans



   Cable First Holdings Limited ('Cable First'), a subsidiary of the company, has entered into a loan agreement with CNT
   for granting a secured loan of maximum HK$4,000,000 (£343,607) of which HK$3,000,000 (£263,700) has been granted     
   during the year.  The loan is secured and interest bearing at prime rate per annum as quoted by The Hongkong and 
   Shanghai Banking Corporation Limited.  Details of the loan arrangement are as follows:




    Stage             Drawdown date                       Amounts                                   Due date
                                                Loans in HK$     £ equivalent

      A              28 January 2002               2,000,000          181,227                      31 January 2004
      B              9 October 2002                1,000,000           82,473                         30 June 2005

    Stage        Expected drawdown date                   Amounts                                    Due date
                                                Loans in HK$     £ equivalent
      C          30 September 2002 or *            1,000,000           79,907                    30 September 2005




   *The loans will be drawn down when the drawing conditions as stated in the loan agreement are fulfilled or satisfied.



   Unsecured loans



   During the year an unsecured loan of HK$49,000 (£4,332) has been granted to CNT by Jobpro.  This loan is non-interest
   bearing and non-repayable except and until the situation of winding up of CNT.



   During the year an unsecured loan of HK$49,000 (£3,916) has been granted by the company's subsidiary, Electronic
   Commerce Limited to innoVision Holding Limited ('iV').  This loan is non-interest bearing and non-repayable except   
   and until the situation of liquidation or winding up of iV.







4     Current asset investments

                                                               Group        Group      Company         Company
                                                                2002         2001         2002            2001
                                                                   £            £            £               £
      Unlisted investments                                 2,336,676    1,149,334            -               -

                                                             -------      -------      -------         -------


                                                           2,336,676    1,149,334            -               -
                                                             -------      -------      -------         -------



      Included within Investments under current assets is a 49.87% interest in the ordinary shares of UFO
      Solutions Limited and a 100% interest in the ordinary shares of ecAgent.com Limited.  Both companies are
      in the process of being liquidated  The current asset value is the lower of cost and net realisable
      value.  Upon liquidation the proceeds realised by the group are expected to be sufficient to repay all
      the loans due from the group to these investee companies, which amounted to HK$28,414,427 (£2,414,088)
      as at 31 December 2002.



      During the year, the investment in 10,000 equity shares of ecAgent.com Limited was transferred from
      Behaviour International Limited, a wholly beneficially owned subsidiary, to another wholly owned
      subsidiary, enterpriseAsia Limited, for a consideration of HK$14,559,258 (£1,259,547).  This transaction
      has been eliminated from the group's results.


5     Debtors                                                Group        Group       Company         Company
                                                              2002         2001          2002            2001
                                                                 £            £             £               £

      Trade debtors                                         12,613       14,920             -               -
      Other debtors                                          1,110        1,126             -               -
      Prepayments and accrued income                        61,824       55,059        12,797               -
                                                           -------      -------       -------         -------


                                                            75,547       71,105        12,797               -
                                                           -------      -------       -------         -------






6     Creditors: amounts falling due within one year         Group        Group       Company         Company

                                                              2002         2001          2002            2001
                                                                 £            £             £               £

      Trade creditors                                        4,663       14,908         1,669           7,990
      Other creditors                                    2,414,486        5,364       571,607         557,019
      Accruals and deferred income                          28,168       38,820        25,272          18,582
                                                           -------      -------       -------         -------


                                                         2,447,317       59,092       598,548         583,591
                                                           -------      -------       -------         -------



Included within other creditors are amounts due to two investee companies, ecAgent.com Limited and UFO
Solutions Limited, of HK$28,414,427 (£2,414,088).  These investee companies have entered into voluntary
liquidation and the amounts due to them are expected to be fully repaid upon capital repayment from these
companies during liquidation.



                                                             Group        Group      Company          Company
                                                              2002         2001         2002             2001
                                                                 £            £            £                £
7     Creditors: amounts falling due after more than
      one year



      Loan from investee company                                 -    1,343,077            -                -
                                                           -------      -------      -------          -------


                                                                 -    1,343,077            -                -
                                                           -------      -------      -------          -------




8    Loss per share
                                                                                          2002              2001


                                                                                             £                 £

     Loss before taxation                                                            8,094,754         1,176,806
                                                                                       -------           -------




     Weighted average number of shares in issue                                    239,598,496       239,598,496
     Dilution effect of share in options                                                     -                 -
                                                                                       -------           -------


     Diluted weighted average number of shares                                     239,598,496       239,598,496
                                                                                       -------           -------



     Basic loss per share (pence)                                                         3.38              0.49
                                                                                       -------           -------


     Diluted loss per share (pence)                                                       3.38              0.49
                                                                                       -------           -------




9    Publication of non-statutory accounts


     The financial information set out in this preliminary announcement does not constitute statutory
     accounts as defined in Section 240 of the Companies Act 1985.



     The consolidated balance sheet as at 31 December 2002 and the consolidated profit and loss account,
     consolidated cash flow statement and associated notes for the year have been extracted from the Group's
     financial statements.  The auditors have reported on those financial statements and issued an
     unqualified report which did not contain a statement under s237(2) or (3) of the Companies Act 1985.
     The financial statements have not yet been filed at the Registrar of Companies. The 2001 accounts have
     been delivered to the Registrar of Companies and the auditors reported on them, their report was
     unqualified and did not contain a statement under s237(2) or (3) of the Companies Act 1985.


     The Annual Report and Accounts will be posted to all shareholders on 26 June 2003 and will be available
     at the company's registered office thereafter.









                      This information is provided by RNS
            The company news service from the London Stock Exchange                                                                                                                                                                                                                       

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