Preliminary Statement

Worldsec Ld
26 April 2006

                                Worldsec Limited

                    Preliminary Statement of Annual Results


Worldsec Limited is pleased to release today its preliminary statement of annual
results for the year ended 31 December 2005.

The Chairman's Statement and extracts from the audited financial statements are
reproduced below.



Investor Relations

For further information please contact:



In Hong Kong
Mr. Henry Ying Chew CHEONG
Deputy Chairman
[phone]





CHAIRMAN'S STATEMENT





RESULTS



The audited consolidated loss for the year was US$467,000 compared with a profit
for the previous year amounted to US$522,000. Loss per share based on the
weighted number of shares in issue during the year was US 3 cents (2004:
Earnings per share of US 4 cents).





THE YEAR IN REVIEW



During the year under review, the Group maintained a minimum operation to
continue the realization of its remaining assets. The most significant income
received by the Group was US$148,000 resulting from further recovery of doubtful
debts.



In August 2005, the Group completed the sale of its Philippines subsidiary for a
consideration of USD363,000 net of expenses. This signifies our complete exit
from the Philippines.



Subsequent to the year end, the Group disposed to a third party its nominees
subsidiary which has been assigned the right to collect the remaining debtors,
for a consideration of US$271,000 thus completing our debt recovery programme.



PROSPECTS



On 6 December 2005, the Bank of Tokyo-Mitsubishi, Ltd., ('BTM'), a key
shareholder of the Company, sold its entire interest in 3,225,000 ordinary
shares, representing approximately 24.1% shareholding in the Company, to Grand
Acumen Holdings Limited ('GAH'). GAH is associated with the Mr. Henry Ying Chew
Cheong, the Company's Deputy Chairman. The Board has been informed by GAH its
intention to maintain the Group in the securities investment businesses which,
will change our current strategy of ceasing all business operations.
Shareholders will be informed of the relevant development in future.



I intend to retire from the board effective from the conclusion of the
forthcoming general meeting. Mr. Paul Kwok Kin Cheng, who has been managing the
company since 2003 and  responsible for the realization of the Group's assets,
will also retire from the board on 27 April, 2006 and Mr. Henry Ying Chew Cheong
will be re-designated as an executive director on the same date.










                                David Archibald Evelyn Lyle
                                Non-Executive Chairman          26 April 2006










CONSOLIDATED INCOME STATEMENT

FOR THE YEAR ENDED 31 DECEMBER 2005




                                                          Year ended 31 December
                                            Notes               2005        2004
                                                             US$'000     US$'000
                                                      
Revenue                                       2                    -          11
Gain on disposal of investments                                   20         602
Recovery of doubtful receivables                                 148         670
Interest income                                                   19          21
Other income                                                      21          94
                                                         ___________ ___________
                                                                 208       1,398
Staff costs                                                    (289)       (381)
Other expenses                                                 (300)       (526)
                                                         ___________ ___________
                                                               (381)         491
(Loss) Gain on disposal of                                      (85)          36
subsidiary
Finance costs                                                    (1)         (5)
                                                         ___________ ___________
(Loss) Profit before tax                                       (467)         522
Tax charge                                    3                    -           -
                                                         ___________ ___________
(Loss) Profit for the year                                     (467)         522
                                                         ___________ ___________
(Loss) Earnings per share -                   4            (3) cents     4 cents
basic and diluted
                                                         ___________ ___________







CONSOLIDATED BALANCE SHEET

AT 31 DECEMBER 2005


                                            Note               2005        2004
                                                            US$'000     US$'000
                                                                     (Restated)

Current assets
Investments                                                       -         448
Debtors                                                         278       1,805
Bank deposits and cash                                        2,293         777
                                                        ___________ ___________
                                                              2,571       3,030

Creditors: Amounts falling due within one                     (414)       (406)
year
                                                        ___________ ___________
Net current assets                                            2,157       2,624
                                                        ___________ ___________
Net assets                                                    2,157       2,624
                                                        ___________ ___________

Capital and reserves
Called up share capital                       5                  13          13
Contributed surplus                           5               9,646       9,646
Special reserve                               5                 625         625
Accumulated losses                            5             (7,094)     (6,627)
Currency translation                          5             (1,033)     (1,033)
reserve
                                                        ___________ ___________
Equity shareholders' funds                                    2,157       2,624
                                                        ___________ ___________



CONSOLIDATED CASH FLOW STATEMENT

FOR THE YEAR ENDED 31 DECEMBER 2005



                                                          Year ended 31 December
                                                               2005         2004
                                                            US$'000      US$'000
                                                                      (Restated)

(Loss) Profit                                                 (467)          522
before tax

Adjustment for :
Finance costs                                                     1           5
Interest income                                                 (19)        (21)
Loss(Gain) on disposal of                                        85         (36)
subsidiary
Gain on disposal of                                             (20)       (602)
investments
Dividend received                                                (6)           -
                                                               (426)       (132)

Operating cash flows before movements in working capital
Decrease in debtors                                           1,527       1,080
Decrease in other debtors and                                     -          99
prepayments
Decrease in trade creditors                                       -      (1,293)
Increase (Decrease) in other creditors                            8        (734)
and accruals
Cash generated from (used in)                                 1,109        (980)
operations
Interest paid                                                    (1)         (5)
NET CASH FROM (USED IN) OPERATING ACTIVITIES                  1,108        (985)

Investing Activities
Interest received                                                19          21
Dividend received                                                 6           -
Proceeds on disposal of                                         363         410
subsidiary
Proceeds on disposal of                                          20       3,683
investments
NET CASH FROM INVESTING ACTIVITIES                              408       4,114
FINANCING ACTIVITIES
Distribution paid                                                 -      (9,357)
NET CASH USED IN FINANCING ACTIVITIES                             -      (9,357)
NET INCREASE (DECREASE) IN CASH AND CASH
EQUIVALENTS                                                   1,516      (6,228)
CASH AND CASH EQUIVALENTS AT 1 JANUARY                          777       7,001
Effect of foreign exchange rate changes                           -           4
CASH AND CASH EQUIVALENTS AT 31 DECEMBER                      2,293         777





NOTES TO THE PRELIMINARY STATEMENT OF ANNUAL RESULTS

FOR THE YEAR ENDED 31 DECEMBER 2005



1.      ADOPTION OF NEW AND REVISED INTERNATIONAL FINANCIAL REPORTING STANDARDS


In the current year, the Group has adopted all of the new and revised Standards
and Interpretations issued by the International Accounting Standards Board (the
'IASB') and the International Financial Reporting Interpretations Committee
('IFRIC') of the IASB that are relevant to its operations and effective for
accounting periods beginning on 1 January 2005. The adoption of these new and
revised Standards and Interpretations has resulted in the changes to the Group's
accounting policies in the following area that have affected the amounts
reported for the current or prior years:


Investment Properties

In the current year, the Group has, for the first time, applied International
Accounting Standard 40 Investment Property ('IAS 40'). The Group has elected to
use the fair value model to account for its investment properties which requires
gains or losses arising from changes in the fair value of investment properties
to be recognised directly in consolidated income statement for the year in which
they arise. In previous years, investment properties under the predecessor
Standard were measured at open market values, with revaluation surplus or
deficits credited or charged to revaluation reserve unless the balance on this
reserve was insufficient to cover a revaluation decrease, in which case the
excess of the revaluation decrease over the balance on the investment property
revaluation reserve was charged to the income statement. Where a decrease had
previously been charged to the income statement and a revaluation surplus
subsequently arose, that increase was credited to the income statement to the
extent of the decrease previously charged. The Group has applied IAS 40
retrospectively. Accordingly, the amount held in the revaluation reserve at 1
January 2004 has been transferred to the Group's accumulated losses. Comparative
figures for 2004 have been restated.


At the date of authorisation of these financial statements, the following
Standards and Interpretations were in issue but not yet effective:


IAS 1  (Amendment)            Capital Disclosures1
IAS 19 (Amendment)            Actuarial Gains and Losses, Group Plans and 
                              Disclosures2
IAS 21 (Amendment)            Net Investment in a Foreign Operation2
IAS 39 (Amendment)            Cash Flow Hedges of Forecast Intragroup Transactions2
IAS 39 (Amendment)            The Fair Value Option2
IAS 39 and IFRS 4 (Amendments)Financial Guarantee Contracts2
IFRS 6                        Exploration for and Evaluation of Mineral Resources2
IFRS 7                        Financial Instruments: Disclosures1
IFRIC 4                       Determining whether an Arrangement contains a Lease2
IFRIC 5                       Rights to Interests Arising from Decommissioning, 
                              Restoration and Environmental Rehabilitation Funds2
IFRIC 6                       Liabilities arising from Participating in a 
                              Specific Market -
                              Waste Electrical and Electronic Equipment3
IFRIC 7                       Applying the Restatement Approach under IAS 29 
                              Financial
                              Reporting in Hyperinflationary Economies4
IFRIC 8                       Scope of IFRS 25
IFRIC 9                       Reassessment of Embedded Derivatives6


1 Effective for annual periods beginning on or after 1 January 2007
2 Effective for annual periods beginning on or after 1 January 2006
3 Effective for annual periods beginning on or after 1 December 2005
4 Effective for annual periods beginning on or after 1 March 2006
5 Effective for annual periods beginning on or after 1 May 2006
6 Effective for annual periods beginning on or after 1 June 2006


The directors anticipate that the adoption of these Standards and
Interpretations in the future periods will have no material impact on the
financial statements of the Group.






2.          BUSINESS AND GEOGRAPHICAL SEGMENTS


No business and geographical segment analysis are presented for the years ended
31 December 2005 and 31 December 2004 as the Group has only maintained a minimum
operation to continue the realization of its remaining assets in Hong Kong.




3.          TAX CHARGE


No provision for taxation has been made as the Group did not generate any
assessable profit for UK Corporation Tax, Hong Kong Profit Tax and tax in other
jurisdictions.


The taxation for the year can be reconciled to the (loss) profit before tax per
the consolidated income statement as follows:

                                                              2005          2004
                                                           US$'000       US$'000
(Loss) Profit before tax                                     (467)           522
                                                       ___________   ___________
Tax charge (credit) at income tax rate of 17.5%                 82          (91)
Tax effect of estimated tax losses not recognized             (97)          (29)
Tax effect of expenses not deductible for tax                 (15)           (1)
purpose
Tax effect of income not taxable for tax purpose                30           121
                                                       ___________   ___________
Total current tax charge for the year                            -             -
                                                       ___________   ___________





4.          (LOSS) EARNINGS PER SHARE

Calculation of (loss) earnings per share was
based on the following:

                                                         Year ended 31 December
                                                          2005             2004
(Loss) Profit for the year                         (US$467,000)      US$522,000
                                              ________________ ________________

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

(Loss) Earnings per share - basic and                (3) cents          4 cents
diluted
                                              ________________ ________________







5.          CAPITAL AND RESERVES



CALLED UP SHARE CAPITAL
                                                                             US$
Authorised:
Ordinary shares of US$0.001 each as at 1 January 2004, 
31 December 2004 and 31 December 2005                                 50,000,000
                                                                 _______________
Called up, issued and fully paid:
Ordinary shares of US$0.001 each as at 1 January 2004, 
31December 2004 and 31 December 2005                                      13,367
                                                                 _______________




RESERVES

Movements on reserves were as follows:

                    Contributed   Special   Accumulated   Revaluation      Currency
                        surplus   reserve        losses       reserve   translation
                                                                            reserve
                        US$'000   US$'000       US$'000       US$'000       US$'000
The Group
Balance at 1             19,003       625       (7,430)           281         (986)
January 2004
Effect of change in
accounting policy
(Note 1)                      -         -           281         (281)             -
At restated              19,003       625       (7,149)             -         (986)
Profit for the year           -         -           522             -             -
Translation                   -         -             -             -          (47)
adjustment
Distribution paid       (9,357)         -             -             -             -
(Note 6)
Balance at 1              9,646       625       (6,627)             -       (1,033)
January 2005
Loss for the year             -         -         (467)             -             -
Balance at 31             9,646       625       (7,094)             -       (1,033)
December 2005





6.          DISTRIBUTIONS


No distribution is made during the year. Distribution out of the contributed
surplus account of US$0.70 per share totaling US$9,357,103 was paid during the
year ended 31 December 2004.





END




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