Interim Results

Worldsec Ld
27 September 2004

                                Worldsec Limited

              Interim Report for the six months ended 30 June 2004

The Directors submit the interim report on Worldsec Limited (the 'Company') and
its subsidiaries (collectively known as the 'Group') for the six months ended 30
June 2004 (the 'Period').


As the Group has effectively ceased business and is only maintaining a minimum
operation so as to liquidate its remaining assets as efficiently and as
expeditiously as possible, the operating results of the Group are not
particularly meaningful.  The Group recorded a profit of US$390,000 for the
Period as compared to a loss of US$646,000 in the corresponding six months of
2003 due largely to a sharp reduction in staff and other operating costs, a gain
on disposal of investments and further recovery of doubtful receivables which
had previously been provided.  During the Period, the Group completed the sale
of Worldsec Brokerage Limited and liquidated its listed investment in Taiwan as
well as certain other investments and assets.



On 28 April 2004, the Company made a second distribution of US 70 cents per
share to shareholders, which together with the initial distribution last year of
US 45 cents per share, amounted to a total distribution of US$1.15 per share.
These two distributions totalling US$15,372,383 represent the bulk of the assets
of the Group, which at the start of the liquidation had been estimated at
US$1.15 per share.



The unaudited accounts show the net assets of the Group amount to US$2,472,000.
These assets comprise debtors in the course of collection, a brokerage trading
right and a small office property in the Philippines and cash.  There is no
certainty that these remaining assets will be sold at or above book value nor
about the exact timing of their realization into cash.  However, every effort
will be made to realize the remaining assets as soon as practicable and it is
expected that the liquidation of the Group and the payment of a final
distribution to shareholders can be completed within the next six months.





By order of the Board





Paul Kwok Kin Cheng

Chief Operating Officer

and Finance Director



27 September 2004


CONSOLIDATED PROFIT AND LOSS ACCOUNT


                                                              Unaudited                  Audited
                                                          Six months ended             Year ended
                                         Notes       30.6.2004        30.6.2003        31.12.2003
                                                      US$'000          US$'000           US$'000

Turnover                                        3               11               62               197
Fees and commission payable                                      -             (69)             (216)


                                                                11              (7)              (19)
Gain on disposal of investments                                602               -                288
Unrealised gain on investments                                  -               105             1,237
Recovery of doubtful receivables                               203               -              1,391
Other operating income                                          94               77               159

                                                               910              175             3,056
Staff costs                                                  (211)            (415)             (641)
Impairment losses                                               -                -               (89)
Other operating costs                                        (355)            (431)             (815)


Operating profit (loss)                         3              344            (671)             1,511
Interest receivable and similar
income                                                          15               40                55
Interest payable and similar charges                           (5)              (1)              (13)
Profit (Loss) on disposal of
subsidiaries and research materials                             36             (14)              (14)


Profit (Loss) on ordinary activities
before taxation                                                390            (646)             1,539
Tax on loss on ordinary activities              4               -                -                (2)


Profit (Loss) for the financial
period/year                                     5              390            (646)             1,537

Profit (Loss) per share                         5          3 cents       (5) cents           11 cents
                                                                                   

Distributions                                  10
   First distribution                                           -                -              6,015
   Second distribution                                       9,357               -                 -

                                                             9,357               -              6,015



The results above relate entirely to discontinued operations.






STATEMENT OF TOTAL RECOGNISED GAINS AND LOSSES


                                                           Unaudited                   Audited
                                                       Six months ended              Year ended
                                                  30.6.2004        30.6.2003         31.12.2003
                                                   US$'000          US$'000            US$'000

Profit (Loss) for the period/year                           390            (646)               1,537
Currency translation differences                           (67)               54                (37)


Total recognised gains/(losses)                             323            (592)               1,500






RECONCILIATION OF MOVEMENTS IN SHAREHOLDERS' FUNDS


                                                           Unaudited                   Audited
                                                       Six months ended              Year ended
                                                  30.6.2004        30.6.2003         31.12.2003
                                                   US$'000          US$'000            US$'000

Profit (Loss) for the period/year                           390            (646)               1,537
Other recognised (losses)/gains relating to
the period/year                                            (67)               54                (37)


Net change in shareholders' funds during the
period/year                                                 323            (592)               1,500
Distribution out of contributed surplus                 (9,357)               -              (6,015)
Shareholders' funds brought forward                      11,506           16,021              16,021


Shareholders' funds carried forward                       2,472           15,429              11,506




CONSOLIDATED BALANCE SHEET


                                                            Unaudited                   Audited
                                       Notes       30.6.2004        30.6.2003         31.12.2003
                                                    US$'000          US$'000            US$'000
Current assets
Investments                                   6              448            3,148               3,672
Debtors                                                    1,337            4,026               3,266
Bank deposits and cash                        7            1,429           11,463               7,001

                                                           3,214           18,637              13,939
Creditors: Amounts falling due                8
within one year                                            (742)          (3,208)             (2,433)


Net current assets                                         2,472           15,429              11,506


Provisions for liabilities and
charges                                                       -                -                   -


Net assets                                                 2,472           15,429              11,506


Capital and reserves
Called up share capital                       9               13           13,367                  13
Reserves                                                   2,459            2,062              11,493

Equity shareholders' funds                                 2,472           15,429              11,506




CONSOLIDATED CASH FLOW STATEMENT


                                                           Unaudited                   Audited
                                                       Six months ended              Year ended
                                                  30.6.2004        30.6.2003         31.12.2003
                                                   US$'000          US$'000            US$'000
Net cash (outflow) inflow from operating
activities (Note 11)                                      (318)             (61)               3,416


Returns on investments and servicing of
finance
Interest received from banks                                 15               40                  55
Interest paid on bank loans and overdrafts                  (5)              (1)                (13)


Net cash inflow from returns on investments
and servicing of finance                                     10               39                  42


Tax refunded                                                 -                69                  99


Capital expenditure and financial investment
Sale of Shanghai  Stock Exchange membership                  -                -                   75
Sale of investments                                       3,683               -                   -


Net cash inflow from capital expenditure and
financial investment                                      3,683               -                   75


Acquisition and disposal
Net cash inflow / (outflow) from disposal of
subsidiaries                                                410             (14)                (14)


Net cash inflow / (outflow) from acquisition
and disposal                                                410            (14)                 (14)


Equity dividend paid
Dividend paid                                           (9,357)               -              (6,015)


Net cash (outflow) / inflow before use of
liquid resources and financing                          (5,572)               33             (2,397)


Management of liquid resources
Decrease/(increase) in time deposits of
maturity exceeding 1 day                                  4,599              151             (4,975)


(Decrease)increase  in cash (Note 12)                     (973)              184             (7,372)



NOTES TO THE INTERIM REPORT





1      BASIS OF CONSOLIDATION



      The Group's financial statements consolidate the financial statements of
the Company and the subsidiary undertakings included in the Group.



The results of subsidiaries disposed of during the periods/year are included in
the consolidated income statement up to the effective date of disposal.





2      Accounting policies



      The Group disposed certain assets on 1 October 2002 which resulted in the
Group's withdrawal from broking, research and corporate finance activities which
have in the past provided the bulk of the revenue generating activities.  The
directors have since been realising the remaining assets into cash and
distributing the cash to shareholders.



      For the reasons stated above, the financial statements have been prepared
on a basis other than that of a going concern which includes, where appropriate,
writing down the company's assets to net realisable value.  Provision has also
been made for any onerous contractual commitments at the balance sheet date.
The financial statements do not include any provision for the future costs of
terminating the business of the company except to the extent that such costs
were committed at the balance sheet date.  Accordingly, all assets are
classified as current assets.



      The accounting policies adopted in preparing this report are consistent
with those adopted in preparing the consolidated financial statements of the
Group for the year ended 31 December 2003.




NOTES TO THE INTERIM REPORT (CONTINUED)





3      ANALYSIS OF TURNOVER, OPERATING PROFIT (LOSS) AND NET ASSETS


                                                           Unaudited                   Audited
                                                       Six months ended              Year ended
                                                  30.6.2004        30.6.2003         31.12.2003
                                                   US$'000          US$'000            US$'000

Turnover analysed by class of business
        Broking and related services                         11               62                 197
        Corporate finance                                    -                -                   -

                                                             11               62                 197

      Geographical analysis of turnover
        Hong Kong                                            11               62                 197

                                                             11               62                 197

The operating profit / (loss) attributed to
the different classes of the Group's business
is as follows:

        Broking and related services                        344            (668)               1,511
        Corporate finance                                    -               (3)                  -

                                                            344            (671)               1,511


      During the year, the operating profit of the Group was derived from the
Group's operations based in Hong Kong and the net assets of the Group were
related to broking activities and were substantially situated in Hong Kong.


NOTES TO THE INTERIM REPORT (CONTINUED)



4      TAX


                                                           Unaudited                   Audited
                                                       Six months ended              Year ended
                                                  30.6.2004        30.6.2003         31.12.2003
                                                   US$'000          US$'000            US$'000

The (charge)/credit comprises:
UK Corporation Tax at 30% - current year                     -                -                   -
Hong Kong Profits Tax at 17.5% - current year                -                -                  (2)
Other overseas taxation                                      -                -                   -

                                                             -                -                  (2)
Deferred taxation                                            -                -                   -

                                                             -                -                  (2)


5      PROFIT (LOSS) PER SHARE


                                                           Unaudited                   Audited
                                                       Six months ended              Year ended
                                                  30.6.2004        30.6.2003         31.12.2003
                                                   US$'000          US$'000            US$'000

Profit (Loss) for the financial period/year                390             (646)               1,537

Profit (Loss) per share                                3 cents         (5) cents            11 cents
                                                                   

                                                        Number            Number              Number

Weighted average number of shares in issue          13,367,290        13,367,290          13,367,290





NOTES TO THE INTERIM REPORT (CONTINUED)



6      INVESTMENTS HELD AS CURRENT ASSETS


                                                           Unaudited                   Audited
                                                  30.6.2004        30.6.2003         31.12.2003
                                                   US$'000          US$'000            US$'000

Listed investments - overseas, at market value               -            1,183                3,081

                                                                        
Unlisted investments - overseas, at directors'
valuation                                                    -             1,190                  -
Exchange membership, at directors' valuation                 -                75                  -
Right to trade on or through the Philippine
Stock Exchange, at directors' valuation                     215              225                 217
Right to trade on or through the Stock
Exchange of Hong Kong Limited, at directors'
valuation                                                    -               128                 130

                                                                            
Land and building, at directors' valuation                  233              347                 244

                                                            448            3,148               3,672



7      ANALYSIS OF CASH


                                                           Unaudited                   Audited
                                                  30.6.2004        30.6.2003         31.12.2003
                                                   US$'000          US$'000            US$'000

Bank deposits and cash                                    1,429           11,463               7,001
Less:
Cash at bank - trust accounts                                -           (2,032)                  -
Time deposits of maturity exceeding 1 day                 (527)               -              (5,126)

Cash (Note 13)                                              902            9,431               1,875



NOTES TO THE INTERIM REPORT (CONTINUED)



8      CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR


                                                           Unaudited                   Audited
                                                  30.6.2004        30.6.2003         31.12.2003
                                                   US$'000          US$'000            US$'000

Trade creditors                                              -             1,591               1,320
Other creditors and accruals                                742            1,617               1,113

                                                            742            3,208               2,433



9      CALLED UP SHARE CAPITAL


                                                       Unaudited                      Audited
                                              30.6.2004          30.6.2003          31.12.2003
                                                 US$                US$                 US$
                                          Ordinary shares of  Ordinary shares   Ordinary shares of
                                            US$0.001 each      of US$1 each        US$0.001 each

Authorised:                                           50,000        50,000,000                50,000

Called up, issued and fully paid:                     13,367        13,367,290                13,367



Note:



Pursuant to an ordinary resolution passed at the Company's Special General
Meeting held on 23 July 2003, the Company:



(i)       reduced the nominal value of the authorised and issued shares of the
Company from US$1.00 to US$0.001 per share, and the issued share capital of the
Company by US$13,353,923 from US$13,367,290 to US$13,367 divided into 13,367,290
new shares of US$0.001 each;



(ii)     reduced the amount of US$11,663,851 standing to the credit of the share
premium account of the Company to nil; and



(iii)    applied the credit of US$25,017,774 arising from the reductions noted
in (i) and (ii) above to the contributed surplus account of the Company.



NOTES TO THE INTERIM REPORT (CONTINUED)





10   DISTRIBUTIONS



(a)       On 23 July 2003, the board of directors resolved to pay a distribution
out of the contributed surplus account of US$0.45 per share totalling
US$6,015,281 to the shareholders whose names appeared in the register of members
on 1 August 2003.



(b)       On 29 March 2004, the board of directors resolved to pay a
distribution out of the contributed surplus account of US$0.70 per share
totalling US$9,357,103 to the shareholders whose names appeared in the register
of members on 13 April 2004.







11   RECONCILIATION OF OPERATING PROFIT / (LOSS) TO NET CASH (OUTFLOW) / INFLOW
FROM OPERATING ACTIVITIES


                                                           Unaudited                   Audited
                                                       Six months ended              Year ended
                                                  30.6.2004        30.6.2003         31.12.2003
                                                   US$'000          US$'000            US$'000

Operating profit / (loss)                                   344            (671)               1,511
Gain on disposal of investments                           (602)               -                   -
Unrealised gain on investments                               -             (105)             (1,237)
Impairment loss                                              -                -                   89
Amortisation of intangible assets                            -                -                   19
Exchange difference                                        (53)               58                (72)
Decrease in investments held as current assets                -               -                  464
Decrease in debtors                                       1,547            1,510               1,027
Decrease in other debtors and prepayments                   101               -                1,304
Decrease in cash at bank - trust accounts                    -             6,581               8,613
Decrease in trade creditors                             (1,255)          (7,180)             (7,544)
Decrease in other creditors and accruals                  (400)            (254)               (758)


Net cash (outflow) / inflow from operating
activities                                                (318)             (61)               3,416


NOTES TO THE INTERIM REPORT (CONTINUED)



12   RECONCILIATION OF NET CASH FLOW TO MOVEMENT IN NET FUNDS


                                                           Unaudited                   Audited
                                                       Six months ended              Year ended
                                                  30.6.2004        30.6.2003         31.12.2003
                                                   US$'000          US$'000            US$'000

Increase/(decrease) in cash                               (973)              184             (7,372)
Cash (inflow)/outflow from (decrease)/increase
in liquid resources                                     (4,599)            (151)               4,975


Movement in net funds                                   (5,572)               33             (2,397)

Net funds brought forward                                 7,001            9,398               9,398


Net funds carried forward                                 1,429            9,431               7,001


13   ANALYSIS OF NET FUNDS


                                                           Unaudited                   Audited
                                                  30.6.2004        30.6.2003         31.12.2003
                                                   US$'000          US$'000            US$'000

Cash in hand and deposits repayable on demand               902            9,431               1,875

Time deposits of maturity exceeding 1 day                   527               -                5,126

Net funds                                                 1,429            9,431               7,001



14   INTERIM REPORT



      The interim report will be posted to shareholders on or about 18 October
2004.






CORPORATE INFORMATION





Board of directors



Non-Executive Chairman

David Archibald Evelyn LYLE



Executive directors

Paul Kwok Kin CHENG



Non-executive directors

Henry Ying Chew CHEONG (Deputy Chairman)

Mark Chung FONG

Alastair GUNN-FORBES

Masao HASEGAWA

HO Soo Ching



Company secretary

Paul Kwok Kin CHENG



Registered office address

Canon's Court, 22 Victoria Street, Hamilton HM12, Bermuda



Registration number

EC21466 Bermuda



Principal bankers

The Hongkong and Shanghai Banking Corporation Limited

1 Queen's Road, Central, Hong Kong



Auditors

Deloitte Touche Tohmatsu, Certified Public Accountants

26th Floor, Wing On Centre, 111 Connaught Road Central, Hong Kong



Solicitors

Linklaters

One, Silk Street, London EC2Y 8HQ, England





















CORPORATE INFORMATION (CONTINUED)



Principal share registrar and transfer office

The Bank of Bermuda Limited

Bank of Bermuda Building, 6 Front Street, Hamilton HMDX, Bermuda



International branch registrar

Capita IRG (Offshore) Limited

Victoria Chambers, Liberation Square, 1/3 the Esplanade, St Helier, Jersey,
Channel Islands



United Kingdom transfer agent

Capita Registrars

The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU, England



Investor relations

For further information about Worldsec Limited, please contact:

The Chief Operating Officer

Worldsec Group

Room 1601, Bank of America Tower, 12 Harcourt Road, Central, Hong Kong


PRINCIPAL OPERATING SUBSIDIARY


Worldsec Nominees Limited



Address:       Room 1601, Bank of America Tower, 12 Harcourt Road, Central,
               Hong Kong

Telephone:     +(852) 2867 7288               Fax:           +(852) 2526 5311





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