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BOE TECHNOLOGY GROUP CO., LTD — Annual Report 2006
Apr 27, 2007
53782_rns_2007-04-27_adcec6b3-3e5f-4f48-9953-b63a1862c395.PDF
Annual Report
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BOE TECHNOLOGY GROUP CO., LTD. SUMMARY OF ANNUAL REPORT 2006
§1. Important Notes
1.1 The Board of Directors, the Supervisory Committee and directors, supervisors and senior management of BOE TECHNOLOGY GROUP CO., LTD. (hereinafter referred to as "the Company") warrant that this report does not contain any false or misleading statements or omit any material facts and that all information set forth herein are true, accurate and complete. The summary of annual report 2006 is abstracted from the full text of such report; the investors are suggested to read the full text of such report to understand more details. This report has been prepared in Chinese and English version respectively. In the event of difference in interpretation between the two versions, the Chinese report will prevail.
1.2 None of the directors, supervisors, senior management demonstrated uncertainty or disagreement about the truthfulness, accuracy, and completeness of this annual report.
1.3 The Director, Tatta Kenichi and the Independent Director, Mr. Tai Zhonghe, didn't attend the Board of Directors.
1.4 KPMG Certified Public Accountants issued a standard unqualified Auditors' Report for the Company.
1.5 Mr. Wang Dongsheng, Chairman of the Board, Mr. Chen Yanshun, the President of the Company, Mr. Wang Yanjun, CFO of the Company, and Ms. Sun Yun, Chief Accounting Officer and person in charge of the Planning & Finance Department hereby declare that they can guarantee the authenticity and completeness of the Financial Report in this Annual Report.
§2. Company Profile
| 2.1 Basic information | |||||
|---|---|---|---|---|---|
| Stock abbreviation | BOE-A, BOE-B | ||||
| Stock code | 00725, 200725 | ||||
| Stock Exchange listed on | Shenzhen Stock Exchange | ||||
| Registered address | No. 10, Jiu Xian Qiao Road, Chaoyang District, Beijing | ||||
| Postal code of registered address | 100016 | ||||
| Office address | No. 10, Jiu Xian Qiao Road, Chaoyang District, Beijing | ||||
| Postal code of office address | 100016 | ||||
| Internet website of the Company | http://www.cninfo.com.cn | ||||
| E-mail of the Company | [email protected] |
2.2 Contact person and contact method
| Secretary of the Board | Securities Affairs Representative | ||||
|---|---|---|---|---|---|
| Name | Zhong Huifeng | Zhang Shitong | |||
| Contact address | No.10,JiuXianQiaoRoad, | No.10,JiuXianQiaoRoad, | |||
| Chaoyang District, Beijing | Chaoyang District, Beijing | ||||
| Telephone | 010-64318888 Ext. | 010-64318888 Ext. | |||
| Fax | 010-64366264 | 010-64366264 | |||
| E-mail[email protected] | [email protected] |
§3. Summary of Accounting Data and Financial Indexes
3.1 Major accounting data
Unit: RMB'000
| 2006 | 2005 | Increase/decreasecompared with thelast year(%) | 2004 | |
|---|---|---|---|---|
| Sales revenue | 8,769,966 | 13,449,713 | 34.79% | 12,441,708 |
| Net profit | -1,770,800 | -1,245,993 | - | 340,262 |
| At the end of2006 | At the end of2005 | Increase/decreasecompared with theend of the lastyear(%) | At the end of2004 | |
| Total assets | 16,693,219 | 21,524,766 | -22.45% | 18,223,237 |
| Shareholder's equity | 3,888,444 | 3,967,616 | -2.00% | 5,270,862 |
3.2 Major financial indexes
| Unit: RMB | ||||
|---|---|---|---|---|
| 2006 | 2005 | Increase/decreasecompared with the lastyear(%) | 2004 | |
| Earnings per share | -0.78 | -0.57 | - | 0.23 |
| Return on net equity (%) | -45.54% | -31.40% | - | 6.46% |
| Net assets per share | 1.35 | 1.81 | -25.41% | 3.60 |
Note: The aforesaid diluted data of 2004 had been calculated based upon the total share capital of 1,463,797,200 shares at the end of 2004 and those of 2005 upon the total share capital of 2,195,695,800 shares at the end of 2005, as well as those of 2006 upon the total share capital of 2,871,567,895.
3.3 Difference in net profit as audited by Chinese Accounting Standard (CAS) and International Accounting Standard (IAS)
√Applicable □Inapplicable
| Unit: RMB'000 | ||
|---|---|---|
| CAS | IAS | |
| Net profit | -1,721,945 | -1,770,800 |
| Net loss under PRC GAAP | -1,721,945 | |
| Adjustments: | ||
| Recognition and amortisation of positive goodwillRecognition and amortisation of negative goodwill | 105,108-79,278 | |
| Government grant | 7,642 | |
| Explanationon | Capitalised general borrowing costs,net of related depreciationCapitalised development costs, net of | -3,435 |
| the difference | related depreciation | -200,450 |
| Appropriation of staff bonus and welfare fee | -3,617 | |
| Amortisation of loans arrangement fee | -15,364 | |
| Dilution on interest in an associate | 142,594 | |
| Others | -2,055 | |
| Loss attributable to equity shareholders | ||
| of the Company under IFRSs* | -1,770,800 |
§4. Changes in Share Capital Shareholders
4.1 Statement of change in Share Capital
| Unit: RMB | |||||||
|---|---|---|---|---|---|---|---|
| Before the change | Change of this term (+,-) | After the changed | |||||
| Number | Proportion | Shares capitaltransferredfromnon-publicreserve | other | subtotal | Number | Proportion | |
| I. Shares subject to moratorium | 818,101,748 | 37.26% | +675,872,095 | -133,521,065 | +542,351,030 | 1,360,452,778 | 47.38% |
| 1. Shares held by the State | 0 | 0 | +548,691,862 | 0 | +548,691,862 | 548,691,862 | 19.11% |
| 2. Shares held by state-ownedlegal person | 808,894,300 | 36.84% | +127,180,233 | -124,706,865 | +2,473,368 | 811,367,668 | 28.25% |
| 3.Sharesheldbyotherdomestic investors | 8,957,848 | 0.41% | 0 | -8,814,200 | -8,814,200 | 143,648 | 0.01% |
| Including: | |||||||
| Shares held by domestic legalpersons | 8,814,200 | 0.40% | 0 | -8,814,200 | -8,814,200 | 0 | 0 |
| Shares held by domestic naturalpersons (shares held by seniorexecutives) | 143,648 | 0.01% | 0 | 0 | 0 | 143,648 | 0.01% |
| 4.Sharesheldbyforeigninvestors | 249,600 | 0.01% | 0 | 0 | 0 | 249,600 | 0.01% |
| Including: | |||||||
| Shares held by foreign legalpersons | |||||||
| Shares held by foreign naturalpersons (shares held by seniorexecutives) | 249,600 | 0.01% | 0 | 0 | 0 | 249,600 | 0.01% |
| II.Sharesnotsubjecttomoratorium | 1,377,594,052 | 62.74% | 0 | +133,521,065 | +133,521,065 | 1,511,115,117 | 52.62% |
| 1. RMB ordinary shares | 262,293,652 | 11.95% | 0 | +133,521,065 | +133,521,065 | 395,814,717 | 13.78% |
| 2. Domestically listed foreignshares | 1,115,300,400 | 50.79% | 0 | 0 | 0 | 1,115,300,400 | 38.84% |
| 3.Overseaslistedforeignshares | |||||||
| 4. Others | |||||||
| III. Total shares | 2,195,695,800 | 100% | +675,872,095 | 0 | +675,872,095 | 2,871,567,895 | 100% |
The share number held by the top ten shareholders subject to trading moratorium and trading moratorium narrate
| No. | Name of shareholderssubject to tradingmoratorium | Number ofshares subjectto tradingmoratorium | Date on whichshares can be listedfor trading | Number ofadditionalshares can belisted fortrading | Trading moratorium |
|---|---|---|---|---|---|
| Nov. 30, 2007 | 36,009,865 | No trading and transferwithin 36 | |||
| Nov. 30, 2008 | 648,177,570 | monthsasofthedatewhen | |||
| 1 | BeijingBOEInvestment&Development Co., Ltd. | 811,367,668 | Oct. 9, 2009 | 127,180,233 | corporate shares of BOE held by thiscompany obtain the trading right inA-share market. After expiration oftheaforesaidundertaking,thiscompanycouldselloriginalnon-tradable shares through listingand trading on stock exchanges, butproportion of number of shares couldbe sold in total shares of BOE shallnot exceed 5 percent within 12months, as well as not exceed 10percent within 24 months. |
| 2 | BEIJINGELECTRONICSHOLDINGSCO.,LTD. | 290,697,675 | Oct. 9, 2009 | 290,697,675 | No trading and transfer within 36monthsasofthedatewhencorporate shares of BOE held by thiscompany obtain the trading right inA-share market. |
|---|---|---|---|---|---|
| 3 | BEIJINGSTATE-OWNEDASSETSMANAGEMENT CO.,LTD. | 145,348,838 | Oct. 9, 2007 | 145,348,838 | No trading and transfer within 12monthsasofthedatewhencorporate shares of BOE held by thiscompany obtain the trading right inA-share market. |
| 4 | BEIJINGINDUSTRIALDEVELOPMENTINVESTMENTMANAGEMENT CO.,LTD. | 112,645,349 | Oct. 9, 2007 | 112,645,349 | No trading and transfer within 12monthsasofthedatewhencorporate shares of BOE held by thiscompany obtain the trading right inA-share market. |
4.2 Statement of shares held by the top ten shareholders and the top ten shareholders with no moratorium
| Unit: share | ||||||||
|---|---|---|---|---|---|---|---|---|
| Total number of shareholders | 73,239 shareholders in total (including 31,331 shareholders of share-B) | |||||||
| shares held by the top ten shareholders | ||||||||
| Name of shareholder | Nature ofshareholders | Proportion | Total number ofshares held | Number of shareswith moratorium | Sharepledged orfrozen | |||
| BEIJINGBOEINVESTMENT&DEVELOPMENT CO., LTD. | State-owned legalperson shares | 29.51% | 847,377,533 | 811,367,668 | Naught | |||
| BEIJING ELECTRONICS HOLDINGSCO., LTD. | State-owned share | 10.12% | 290,697,675 | 290,697,675 | Naught | |||
| BEIJINGSTATE-OWNEDASSETSMANAGEMENT CO., LTD. | State-ownedshare | 5.06% | 145,348,838 | 145,348,838 | Naught | |||
| FIELDS PACIFIC LIMITED | B-share | 4.70% | 135,000,000 | 0 | Unknown | |||
| BEIJINGINDUSTRIALDEVELOPMENTINVESTMENTMANAGEMENT CO., LTD. | State-owned share | 3.92% | 112,645,349 | 112,645,349 | Naught | |||
| BEIJINGDONGDIANINDUSTRIALDEVELOPMENT COMPANY | A-share | 1.98% | 56,842,947 | 0 | Naught | |||
| SHANGHAI (HONG KONG) WANGUOSECURITIES | B-share | 0.96% | 27,686,375 | 0 | Unknown | |||
| GUOTAI JUNAN SECURITIES HONGKONG LIMITED | B-share | 0.55% | 15,775,901 | 0 | Unknown | |||
| HCBCBROKINGSECURITIES(ASIA)LIMITED-CLIENTS A/C | B-share | 0.45% | 12,958,930 | 0 | Unknown | |||
| SUN HUNG KAI INVEST SERVICESLTD-CUSTOMERS A/C | B-share | 0.40% | 11,498,843 | 0 | Unknown | |||
| shares held by the top ten shareholders with no moratorium | ||||||||
| Name of shareholders | Numbers of shares with no moratorium | Type of shares | ||||||
| FIELDS PACIFIC LIMITED | 135,000,000 | B-share | ||||||
| BEIJINGDONGDIANINDUSTRIALDEVELOPMENT COMPANY | 56,842,947 | A-share | ||||||
| BEIJINGBOEINVESTMENT&DEVELOPMENT CO., LTD. | 36,009,865 | A-share | ||||||
| SHANGHAI (HONG KONG) WANGUOSECURITIES | 27,686,375 | B-share | ||||||
| GUOTAI JUNAN SECURITIES HONGKONG LIMITED | 15,775,901 | B-share | ||||||
| HCBCBROKINGSECURITIES(ASIA)LIMITED-CLIENTS A/C | 12,958,930 | B-share | ||||||
| SUN HUNG KAI INVEST SERVICESLTD-CUSTOMERS A/C | 11,498,843 | B-share | ||||||
| HUANG YINGBIN | 11,266,240 | B-share |
| CITICCAPITALSECURITIESCO.,LTD. | 10,394,249 | B-share |
|---|---|---|
| BARINGS(IRELAND)SATHEATLANTIS CHINA FUND PLC | 10,000,000 | B-share |
| Explanationonassociatedrelationshipamongthetoptenshareholders or acting-in-concert | There exists associated relationship between Beijing BOE Investment &Development Co., Ltd. and Beijing Dongdian Industrial DevelopmentCompany. It is unknown whether there is any associated relationship amongthe top ten shareholders and the top ten shareholders of tradable share. |
4.3 Particulars about the controlling shareholders and actual controllers of the Company
4.3.1 Particulars about change in the controlling shareholders and actual controllers of the Company
□Applicable √Inapplicable
4.3.2 Introduction to detail situation for the controlling shareholders and the actual controllers
(1) About the controlling shareholders
Beijing BOE Investment & Development Co., Ltd. holds 29.51% of the Company's total shares, therefore is the actual controlling shareholder of the Company, whose main information is as follows:
Name: Beijing BOE Investment & Development Co., Ltd.
Legal Representative: Wang Dongsheng
Date of Foundation: Apr. 21, 2005
Address: No.10 Jiuxianqiao Road, Chaoyang District, Beijing
Registered Capital: RMB 680.982 million
Type of the company: Sino-foreign Equity Joint Ventures Enterprises (proportion of foreign shares is lower than 25%)
Business Scope: R&D and production of electronic products, electronic raw materials and components; the relevant technical development, technical consultation, technical service and transfer; sales of self-produced products. (Other than projects with limit and special provision invested by foreign investors)
(2) The actual controller
Beijing Electronics Holding Co., Ltd. held 56.25% equity of Beijing BOE Investment & Development Co., Ltd., and 10.12% equity of the Company directly, is was the actual controller of the Company.
Beijing Electronics Holding Co., Ltd. is state-owned holding company directly under Beijing Municipality as well as a Beijing municipal state-owned assets authorized operation unit. The main information of Beijing Electronics Holding Co., Ltd. was as follows:
Name of the enterprise: Beijing Electronics Holding Co., Ltd.
Legal Representative: Pu Shicheng
Date of Foundation: April 8, 1997
Location: No.12 Jiuxianqiao Road, Chaoyang District, Beijing
Registered Capital: RMB 1,307.37 million
Type: Limited Company (State-funded Corporations)
Business scope: operation and management of state-owned assets within authorization; communications equipments, audio & visual products for broadcasting and television; computer and its supporting equipments and the applied products; electronic raw material and components; home electric appliances and electronic products; electronic surveying instruments and meters; mechanical and electric equipments; electronic transportation products and investment in business fields other than electronics and its management; development of real estate, lease and sales of commodity apartments; property management.
4.3.3 The property right and controlling relationship between the Company and the actual controller are as follows:

Note: The Company regards Beijing Intelligent Kechuang Technology Development Co., Ltd. as a platform to implement equity encouragement for wholly core technology manager, the aforesaid 20 subscribers are nominal shareholders, investment proportion was not actual equity proportion, the equity of Beijing Intelligent Kechuang Technology Development Co., Ltd. was held in common by all implemented objectives of simulate plan of equity incentive.
| Number of shareheld | Receivingpayment | ||||||
|---|---|---|---|---|---|---|---|
| Name | Sex | Age | Title | Office term | Yearend | Yearbegin | from thecompanyor not |
| Wang | Male | 50 | Chairman of the Board, Chairman of | Jun. 2004- | 24921 | 24921 | Yes |
| Dongsheng | Executive Committee | Jun. 2007 | |||||
| Han | Male | 59 | Vice Chairman of the Board | Sep. 2004- | 0 | 0 | No |
| Yansheng | Jun. 2007 | ||||||
| Liang | Male | 55 | Vice Chairman of the Board | Jun. 2004- | 9969 | 9969 | Yes |
| Xinqing | Jun. 2007 |
§5.Directors, Supervisors and Senior Management
5.1 changes in shares held by directors, supervisors and senior management
| ChengYanshun | Male | 41 | Executive Director, president | Jun. 2004-Jun. 2007 | 0 | 0 | Yes |
|---|---|---|---|---|---|---|---|
| Zhao | Male | 60 | Director | May, 2006- | 24921 | 24921 | No |
| Caiyong | Jun. 2007 | ||||||
| Tatta | Male | 56 | Director | May, 2006- | 0 | 0 | No |
| Kenichi | Jun. 2007 | ||||||
| Gui | female | 33 | Director | Nov.2006- | 0 | 0 | No |
| Jinghua | Jun.2007 | ||||||
| Tai | Male | 56 | Independent Director | Jun. 2004- | No | ||
| Zhonghe | Jun. 2007 | 0 | 0 | ||||
| Xie | Male | 47 | Independent Director | Jun. 2004- | No | ||
| Zhihua | Jun. 2007 | 0 | 0 | ||||
| Zhang | Male | 63 | Independent Director | Jun. 2004- | 0 | 0 | No |
| Baizhe | Jun. 2007 | ||||||
| Li | Male | 51 | Independent Director | Jun. 2004- | 0 | 0 | No |
| Zhaojie | Jun. 2007 | ||||||
| Wu | Male | 40 | Convener of Supervisory Committee | May. 2006- | 0 | 0 | No |
| Wenxue | Jun. 2007 | ||||||
| Mu | Male | 39 | Supervisor | Jun. 2004- | 2492 | 2492 | No |
| Chengyuan | Jun. 2007 | ||||||
| Chen Ping | female | 45 | Supervisor | May, 2006- | No | ||
| Jun. 2007 | 0 | 0 | |||||
| Xu Yan | Female | 55 | Employee Supervisor | Jun. 2004- | Yes | ||
| Jun. 2007 | 14953 | 14953 | |||||
| Yang | Male | 36 | Employee Supervisor | Jun. 2004- | Yes | ||
| An'le | Jun. 2007 | 0 | 0 | ||||
| Wang | Male | 38 | Vice-President | Jun. 2004- | 0 | 0 | Yes |
| Jiaheng | Jun. 2007 | ||||||
| Song Ying | Female | 49 | Vice-president | Jun. 2004- | 24921 | 24921 | Yes |
| Jun. 2007 | |||||||
| Wang Yanjun | Male | 37 | Financial controller | Jun. 2004- | 9968 | 9968 | Yes |
| Jun. 2007 | |||||||
| Ren | Male | 60 | Vice-president | Jun. 2004- | 0 | 0 | Yes |
| Jianchang | Jun. 2007 | ||||||
| Han Guojian | Male | 53 | Vice-president | Jun. 2004- | Yes | ||
| Mar. 2007 | 9968 | 9968 |
| Liu | Male | 42 | Vice-president | Jun. 2004- | 0 | 0 | Yes |
|---|---|---|---|---|---|---|---|
| Xiaodong | Mar. 2007 | ||||||
| Su | Male | 38 | Auditing chief | Sep. 2004- | 0 | 0 | Yes |
| Zhiwen | Jun. 2007 | ||||||
| Feng | Male | 39 | Vice-president | Sep. 2004- | 0 | 0 | Yes |
| Weidong | Jun. 2007 | ||||||
| Cao Hong | Male | 47 | Vice-president | Apr. 2005- | 4984 | 4984 | Yes |
| Jun. 2007 | |||||||
| Lin | Male | 44 | Vice-president | Nov. 2005- | 0 | 0 | Yes |
| Rongzhen | Jun. 2007 | ||||||
| Li | Male | 45 | Technical Controller | May, 2006- | 0 | 0 | Yes |
| Zhenlie | Jun. 2007 | ||||||
| Zhong | Male | 36 | Secretary of the Board of Directors | May, 2006- | 0 | 0 | Yes |
| Huifeng | Jun. 2007 |
§6 Report of the Board of Directors
6.1 Discussion and analysis by the senior management
The Company has focused its core operations in the display area, and there are seven large subordinate display-related groups, i.e. the TFT-LCD group, monitor and Flat Panel TV group, professional display system group, mobile display system group, display application system group, precision electronic parts and materials group and the CRT group, with the operations involving the display parts and materials, display devices, monitors and Flat Panel TVs and application terminal products.
In the report period, there was little change on main business and main business profitability, and main operation achievement was still in the state of loss. The related details are as follows:
-
Quantity of TFT-LCD operation production and sale increased. However, TFT-LCD operation involved in great loss provided continuous decreasing price of TFT-LCD and slowly decreasing price of raw material.
-
Small production-scale of TFT-LCD products of the Company failed to create an obvious advantage.
-
Localization fitting degree of TFT-LCD industry was low, and export & import of key raw material resulted in higher production cost.
-
Bank loan interest expense of TFT-LCD operation increased.
-
Benefiting from increase achievement of inferior affiliated company --- TPV Technology Limited, the investment income of the Company was increased synchronously.
6.1.1 Possible accounting policies change and accounting estimate change subsequent to implementation of new accounting standards and the impact on the Company's financial status and operating results
□Applicable √Inapplicable
6.2 Main operations classified according to industries or products
| Unit: RMB'000 | |||||
|---|---|---|---|---|---|
| Classified | Income from main | Cost of main | Profit ratio of | Increase or decrease | Increase or decrease of |
| according to | operations | operations | main | of income from main | cost from main |
|---|---|---|---|---|---|
| industries | operations | operations compared | operations compared | ||
| (%) | with the last year (%) | with the last year (%) | |||
| TFT-LCD | 8,300,696 | 10,746,360 | -29.46% | 4.41% | 11.50% |
| Small-sizeflat | |||||
| display | 657,740 | 635,075 | 3.45% | -3.58% | 0.10% |
| Other | |||||
| operations | 1,268,784 | 1,253,956 | 1.17% | 17.13% | 101.65% |
| Internal offset | -1,457,254 | -1,384,461 | - | - | - |
| Total | 8,769,966 | 11,250,930 | -28.29% | -34.79% | -22.54% |
6.3 Main operations classified according to area
Unit: RMB'000 Areas Income from main operations Increase/decrease of income from main operations over the last year (%) China 3,567,312 -45.24% Other Asian countries 4,439,485 -12.01% America 470,232 13.43% Europe 224,345 -82.865 Other countries 68,592 -58.88% Total 8,769,966 -34.79%
6.4 Use of the raised fund
√Applicable □Inapplicable
Unit: RMB'0000
| Total amount ofraised fund | 186,000 | Total amount of raised fund used as of the | 45,272 | |||
|---|---|---|---|---|---|---|
| Total amount of raised fund usedaccumulatively | 45,272 | |||||
| Consented projects | Plannedinvestmentamount | Changeprojects or not | Actualinvestmentamount | Accruedamount ofearnings inthis year | Compliancewith plannedprogress ornot | Compliancewith estimatedearnings or not |
| IncreaseinvestmentandproductioncapacityprojectofBeijingBOEOptoelectronicsTechnology Co., Ltd. | USD 90million | No | 45,272 | - | Yes | - |
| Production line projectofCFusedbylarge-size TFT-LCD | 250,000 | No | - | - | - | - |
| Total | - | 45,272 | - | - | - | |
| Explanation on failing to catch upwith the planned progress or get theexpected gains (with details downto each project) | The increase investment and production of optoelectronics was underimplementation according to the plan; CF project can not be put intoconstruction according to the plan due to the smaller funds. | |||||
| Explanation on the project changesand procedure of changes (withdetails down to each project) | Naught |
Particulars about the changed projects □Applicable √Inapplicable
6.5 Application of the non-raised proceeds
| Name of projects | Investment amount of | Progress of projects | Earnings of projects |
|---|---|---|---|
| project | |||
| InvestedJulong | Completed | - | |
| Optoelectronics Co., Ltd. | 800 | ||
| The 5th production line of | Under construction | - | |
| TFT-LCD | 18,390 | period | |
| Main body project of BOE | Under construction | - | |
| Hebei mobile workshop | 2,108 | period | |
| Mainbodyprojectof | Completed | - | |
| Suzhou CHAGU workshop | 3,901 | ||
| Mainbodyprojectof | Completed | - | |
| special display workshop | 808 | ||
| Total | 26,007 | - | - |
√Applicable □Inapplicable
6.6 Explanation of the Board of Directors on the "Qualified Opinion" issued by the Certified Public Accountants
□Applicable √Inapplicable
6.7 Preplan of profit distribution or capitalization of common reserves for 2006 made by the Board of Directors
□Applicable √Inapplicable
The Company did not provide profit distribution preplan though the Company achieved the profit in the report period
□Applicable √Inapplicable
§7 Significant Events
7.1 Purchase of assets □Applicable √Inapplicable
7.2 Sales of assets
| √Applicable | □Inapplicable | ||||||||
|---|---|---|---|---|---|---|---|---|---|
| Counterpartand assets sold | Asset sold | Sellingdate | Sellingprice | Net profit made bythe sold assets forthe Company duringthe period betweenthe beginning of theyear and the sellingday | Gainsandlossesarisingfromsuchsale | Relatedtransactionor not | Explainprinciple ofpricing | Ownershiptransfer ofthe involvedassets fullyaccomplishedor not | Credit andliabilitiesof theinvolvedassets fullytransferredor not |
| ShenzhenRISHUNDATrade CO.Ltd | ShenzhenIntelligenceDisplayTechnologyCompany59.8% SharePorpoting and7589300 Debt | August in2006 | 1000 | 9.73 | -753 | No | MarketPrinciple | Yes | Yes |
| TeralanceSemiconductorInc | 75% equity ofBeijing FangyiIntegrateCircuit DesignCo., Ltd | August in2006 | USD 4.5million | -233.28 | 549.88- | No | Marketprinciple | Yes | Yes |
7.3 Significant guarantees
√Applicable □ Inapplicable
| External guarantee of the Company (excluding the guarantee for the shareholding subsidiaries) | ||||||
|---|---|---|---|---|---|---|
| Name of theCompanyguaranteed | Date of occurrence(date of agreementsigned) | Amount ofguarantee | Guaranteetype | Guarantee term | Accomplishedor not | Guaranteefor relatedparty (yes ornot) |
| ZhejiangHuanyuConstructionGroup Co.,Ltd. | May 18, 2006 | 3221 | mutualguarantee | One year | No | No |
| Total amount of guarantee occurred in the report period | 3221 | |||||
| Total balance of guarantee at the end of the report period (A)Guarantee of the Company for the shareholding subsidiaries | 3221 | |||||
| period | Total amount of guarantee occurred for shareholding subsidiaries in the report | 12732 | ||||
| the report period (B) | Total balance of guarantee occurred for shareholding subsidiaries at the end of | 99767 | ||||
| Total amount of external guarantee of the Company (Including the guarantee for the shareholding subsidiaries) | ||||||
| Total amount of guarantee (A+B) | 102988 | |||||
| Company | The proportion of the total amount of guarantee in the net assets of the | 29.09% | ||||
| Of which: | ||||||
| The amount of guarantee provided for shareholders, actual controller and otherrelated parties (C) | 0 | |||||
| Guarantee amount for the debts of the guaranteed companies with anasset-liability ratio of over 70 percent, directly or indirectly (D) | 91205 | |||||
| The amount by which the total guarantee amount exceeded 50 percent of the | 0 | |||||
| net assets (E) | Total amount of the above three guarantees (C+D+E) | 91205 |
The number above is the actual Guarantee Amount to Dec. 31th, 2006. In the external Guarantee Amount, the highest Guarantee Amount to Zhejiang Huanyu Construction Group Co.Ltd. is RMB 40 Million.
7.4 Significant related transactions
7.4.1 Related transactions concerning Daily operation
√Applicable □Inapplicable
Unit: RMB'0000
| Selling products and offering labor | Purchasing products and accepting | |||||
|---|---|---|---|---|---|---|
| service to related parties | labor service from related parties | |||||
| Related parties | Proportion taking up the | Proportion taking up the | ||||
| Amount | amount of the same kind | Amount | amount of the same kind | |||
| of transactions | of transactions | |||||
| Marubeni Corporation, Japan | - | - | 104,238 | 10.47% | ||
| Hyundai LCD Inc. | 1,638 | 0.19% | 2,045 | 0.21% | ||
| TPV Technology Limited | 105,326 | 11.99% | - | - | ||
| Beijing Matsushita Color CRT | ||||||
| Co., Ltd | 6,017 | 0.69% | - | - | ||
| Total | 112,981 | 12.87% | 106,282 | 10.68% |
An amount of RMB 0 occurred during the related transactions of the Company selling products or providing labor service to the controlling shareholder or its subsidiaries in the report period.
| √Applicable | □Inapplicable | |||
|---|---|---|---|---|
| Related parties | Funds provided by the listed company to | Funds provide by related parties to listed | ||
| related parties | company on the market | |||
| Occurred amount | Balance | Occurred amount | Balance | |
| MarubeniCorporation,Japan | - | - | 104,238 | 22,516 |
| Beijing Matsushita ColorCRT Co., Ltd | 7,628 | 1,385 | - | - |
| TPVTechnologyLimited | 94,596 | 30,861 | - | - |
| Hyundai LCD Inc. | 1,648 | 199 | 2,464 | - |
| Beijing Star City RealEstate Development Co.,Ltd. | 148 | 3,033 | - | - |
| Total | 104,020 | 35,478 | 106,702 | 22,516 |
7.4.2 Related credits and liabilities
Of which: The funds provided by the Listed Company to controlling shareholder and its subsidiaries during the report period totaled RMB 0 , as well as the balance of RMB 0.
7.4.3 Progress of repayment on the capital occupied as at the end of 2005 □Applicable √Inapplicable
New capital occupation in the year 2006 □Applicable √Inapplicable
In case of the Company's failure to complete the repayment of the capital occupation of non-operating as at the end of 2006, relevant reason, measures for debt repayment and plan for responsibility ascertainment
□Applicable √Inapplicable
7.5 Financing entrustment
□Applicable √Inapplicable
7.6 Implementation of commitments
7.6.1 The commitments made by the original shareholders holding nontradable shares during the Share Merger Reform and their implementation □Applicable √Inapplicable
7.6.2 The quantity of shares with no moratorium held by the original nontradable shareholders who hold over 5% of total shares at the end of the report period □Applicable √Inapplicable
7.7 Significant lawsuits and arbitrations
√Applicable □Inapplicable
Beijing Star City Real Estate Development Co. Ltd. ("Star City Real Estate" for short), affiliated company of the Company, paid RMB 44,579,247 for counterclaim & debt, guarantee expense and removal expense. Star City Real Estate affirmed the fund and presented the Affirmance Correspondence on BOE Liability. The Company sued and sealed up the land usufruct (JSGAFGY (2003C) Z No. 10071) of garden in No. 10 Jiuxian Bridge Road, Beijing belonged to Star City Real Estate. Also, closed down first floor to fourth floor of emporium and underground first, second floor of garage in the construction of Star City International Edifice. All unsold real estate of A building of Star City International Edifice were limited RMB 44,579,247. This case was accepted by the Second Intermediate People Court of Beijing without verdict.
- Beijing BOE Real Estate Co., Ltd., subsidiary of the Company, claimed for compensation, economic loss and caution money total RMB 49,909,382 from Star City Real Estate. The Company sued and sealed up the land usufruct (JSGAFGY (2003C) Z No. 10071) of garden in No. 10 Jiuxian Bridge Road, Beijing belonged to Star City Real Estate. Also, closed down first floor to fourth floor of emporium and underground first, second floor of garage in the construction of Star City International Edifice. All unsold real estate of A building of Star City International Edifice were limited RMB 49,909,382. This case was accepted by the Second Intermediate People Court of Beijing without verdict.
§8 Report of the Supervisory Committee
√Applicable □Inapplicable
1. Operation
The Supervisory Committee had fulfilled its duties strictly in accordance with the Company Law, Articles of Association and the Rules of Procedure of the Supervisory Committee. In the report period, members of the Supervisory Committee had attended the Board meetings and had conducted supervision over the convening procedures and the decision-making procedures of the Shareholders' General Meeting and the Board of Directors, the implementation of the resolutions of the Shareholders' General Meeting by the Board, as well as the operation of the decisions of the Company. The Supervisory Committee believed that the various decision-making procedures of the Company had been legal, and that, the directors and senior executives had no behavior during their daily work that had gone against the Articles of Association or done harm to the interests of the shareholders or the Company.
2. Finance inspection
The Supervisory Committee believed that the auditing opinions expressed by the KPMG Certified Public Accountants and the KPMG Huazhen Certified Public Accountants had been objective, and that the Financial Report had truly reflected the financial status and business performance of the Company.
- Transactions of assets purchase or sale
In the report period, the transaction prices of the assets sales had been reasonable and the transactions had been in conformity with legal procedures. And there had been no insides dealings or other cases that had done harm to the interests or rights of part of the shareholders or had led to the loss of the Company's assets.
- Related transactions
The related transactions of the Company had all been conducted according to the market rules and the principle of being fair and square. There were been no cases that had done harm to the interests of the minority shareholders. The Company had disclosed the information on the significant related transactions in time, and had also engaged financial consultants for professional advices. Independent directors had expressed their independent opinions as well.
- fund-raised usage
The Company non-publicly issued A share for 675,872,095 shares on Oct. 2006. And about usage of that fund-raised, the Supervisory Committee of the Company believed that the raised fund of the Company will put into production in accordance with commitment projects, in the report period.
- Particulars of information disclosure
In the report period, there was no untimely or inadequate information disclosure.
§9 Financial Report
9.1 Auditing opinion Auditing opinion: the standard unqualified Auditing opinion
9.2 Financial statement (attachment)
9.3 Detailed explanation on the changes in the accounting policies, accounting estimation or accounting methods compared with the latest Annual Report □Applicable √Inapplicable
9.4 Content of significant accounting errors, amounts changed, reasons and influences □Applicable √Inapplicable
9.5 Compared with the latest Annual Report, there were some changes in the consolidation statement scope:
√Applicable □Inapplicable
(1) In accordance with the Agreement on Equity Transfer signed among the Company, BOE-Hydis Co., Ltd. (hereinafter referred to as "BOE-Hydis", the subsidiary of the Company) and Teralance Semiconductor Inc., the Company and BOE-Hydis respectively transferred their 75% and 25% equity of Beijing Fangyi Integrated Circuit Design Co., Ltd. (hereinafter referred to as "Beijing Fangyi") to Teralance Semiconductor Inc.. Therefore, only the operation result before Aug. 31, 2006 of Beijing Fangyi had been included in the consolidation scope in the report period.
(2) BOE (Hebei) Mobile Display Technology Co., Ltd., Beijing BOE Marketing Co., Ltd. BOE (Korea) Co., Ltd. are subsidiaries of the Company newly established in 2006, Therefore, they was brought into the consolidation scope of accounting statement. BOE Optoelectronics Holding Co., Ltd. had been included in the consolidation scope.
(3) BOE-Hydis applied the procedure of restoration of operation to the Court on Sep. 29, 2006. Therefore, it had not been included in the consolidation scope since Oct. 2006.
(4) In accordance with the Agreement on Equity Transfer signed by Zhejiang BOE, the subsidiary of the Company, and Shenzhen Rishunsheng Trade Co., Ltd., Zhejiang BOE transferred its 59.8% equity of Shenzhen BOE to Shenzhen Rishunsheng Trade Co., Ltd. on Aug. 31, 2006. Therefore, only the operation result before Aug. 31, 2006 of Zhejiang BOE had been included in the consolidation scope in the report period.
Board of Directors of BOE Technology Group Co., Ltd. April 25, 2007
Consolidated income statement
For the year ended 31 December 2006
| Note | 2006 | 2005(Restated) | |
|---|---|---|---|
| Continuing operations | |||
| Turnover | 3 | 6,118,316 | 2,510,119 |
| Cost of sales | (6,819,052) | (2,204,143) | |
| Gross (loss) / profit | (700,736) | 305,976 | |
| Other operating income, net | 6 | 138,945 | 98,898 |
| Distribution expenses | (154,772) | (110,800) | |
| Administrative expenses | (334,225) | (523,940) | |
| Research and development expenses | (135,892) | (76,389) | |
| Loss from operating activities | (1,186,680) | (306,255) | |
| Finance income | 133,558 | 140,793 | |
| Finance expenses | (654,924) | (489,258) | |
| Net financing costs | 7(a) | (521,366) | (348,465) |
| Share of profits from associates and a jointly | |||
| controlled entity | 16 | 391,298 | 296,469 |
| Loss before income tax | (1,316,748) | (358,251) | |
| Income tax expense | 8(a) | (13,605) | (29,075) |
| Loss from continuing operations | (1,330,353) | (387,326) | |
| Discontinued operations | |||
| Loss from discontinued operation, net of income tax | 5 | (456,595) | (767,260) |
| Loss for the year | 7 | (1,786,948) | (1,154,586) |
| Attributable to: | |||
| Equity shareholders of the Company | (1,770,800) | (1,245,993) | |
| Minority interest | (16,148) | 91,407 | |
| Loss for the year | (1,786,948) | (1,154,586) | |
| Basic and diluted loss per share (Renminbi) | 9 | (0.73) | (0.57) |
| Continuing operations | |||
| Basic and diluted loss per share (Renminbi) | 9 | (0.54) | (0.22) |
Consolidated balance sheet
At 31 December 2006
| Note | 2006 | 2005 | |
|---|---|---|---|
| Assets | |||
| Property, plant and equipment | 11 | 7,897,569 | 11,330,272 |
| Construction in progress | 12 | 64,482 | 285,244 |
| Intangible assets | 13 | 740,405 | 449,850 |
| Lease prepayments | 14 | 102,629 | 103,332 |
| Investment properties | 15 | 176,085 | 113,121 |
| Investments in associates and a jointly controlled entity | 16 | 3,075,083 | 2,820,463 |
| Other investments | 17 | 17,368 | 10,661 |
| Deferred tax assets | 18 | 1,832 | 1,940 |
| Long term deposits | - | 23,856 | |
| Other assets | 2,089 | 46,651 | |
| Total non-current assets | 12,077,542 | ||
| 15,185,390 | |||
| Inventories | 19 | 1,266,044 | 1,919,901 |
| Trade receivables | 20 | 1,174,942 | 1,876,294 |
| Prepayments, deposits and other receivables | 365,474 | 462,501 | |
| Deposits with banks | 21 | 351,110 | 916,628 |
| Cash and cash equivalents | 21 | 1,458,107 | 1,164,052 |
| Total current assets | 4,615,677 | 6,339,376 | |
| Total assets | 16,693,219 | 21,524,766 | |
| Liabilities | |||
| Trade payables | 22 | 1,748,424 | 1,769,720 |
| Other payables | 535,712 | 972,555 | |
| Current taxation | 8(b) | 21,767 | 23,211 |
| Provisions | 23 | 29,603 | 50,771 |
| Loans and borrowings | 24 | 4,557,204 | 3,762,956 |
| Total current liabilities | 6,892,710 | 6,579,213 |
Consolidated balance sheet (continued)
At 31 December 2006
| Note | 2006 | 2005 | |
|---|---|---|---|
| Non-current liabilities | |||
| Loans and borrowings | 24 | 5,088,771 | 9,569,710 |
| Long-term notes payable | 25 | - | 299,939 |
| Employee benefits | - | 17,280 | |
| Deferred tax liabilities | 18 | 28 | 588 |
| Other liabilities | 26 | 65,485 | 856,539 |
| Total non-current liabilities | 5,154,284 | 10,744,056 | |
| Total liabilities | 12,046,994 | 17,323,269 | |
| Equity | |||
| Share capital | 27 | 2,871,568 | 2,195,696 |
| Share premium | 2,746,176 | 1,552,913 | |
| Reserves | 28 | 502,683 | 680,190 |
| Accumulated losses | (2,231,983) | (461,183) | |
| Total equity attributable to equity | |||
| shareholders of the Company | 3,888,444 | 3,967,616 | |
| Minority interest | 757,781 | 233,881 | |
| Total equity | 4,646,225 | 4,201,497 | |
| Total equity and liabilities | 16,693,219 | 21,524,766 | |
Consolidated cash flow statement For the year ended 31 December 2006
| Note | 2006 | 2005 | |
|---|---|---|---|
| Cash flows from operating activities | (Restated) | ||
| Loss for the year | (1,786,948) | (1,154,586) | |
| Adjustments for: | |||
| Depreciation | 1,570,252 | 1,229,595 | |
| Amortisation of intangible assets | 60,974 | 32,660 | |
| Amortisation of lease prepayments | 2,124 | 2,934 | |
| Recognition / (Reversal) impairment losses on property, | |||
| plant and equipment | 180,050 | (60) | |
| Impairment loss on construction in progress | 1,699 | 19,932 | |
| Impairment loss on intangible assets | - | 407 | |
| Impairment loss on held-to-maturity securities | - | 17,961 | |
| Impairment loss on investments in associates and | |||
| a jointly controlled entity | 26,858 | - | |
| Impairment loss on bad and doubtful debt | 30,085 | 5,623 | |
| Provision for inventories | 360,054 | 85,411 | |
| Share of profit from associates and | |||
| a jointly controlled entity | (391,298) | (296,469) | |
| Interest income | (30,151) | (51,691) | |
| Other finance costs | 678,276 | 519,039 | |
| Gain on sale of property, plant and equipment | (22,499) | (5,697) | |
| Gain on sale of unquoted securities | - | (3,520) | |
| Amortisation of government grant | (43,401) | (37,583) | |
| Loss on sale of discontinued operation, | |||
| net of income tax | (964,176) | (133,754) | |
| Income tax expense | 13,334 | 41,729 | |
| (314,767) | 271,931 | ||
| Increase in inventories | (64,103) | (1,037,363) | |
| Decrease / (increase) in trade and other receivables | 635,088 | (1,181,452) | |
| Decrease in employee benefit obligationsIncrease in trade and other payables | -601,672 | 2,405982,482 | |
| Cash generated from the operating activities | 857,890 | (961,997) | |
| Income taxes paid | (14,778) | (21,562) | |
| Net cash from operating activities | 843,112------------------ | (983,559)------------------ | |
| Cash flows from investing activities | |||
| Proceeds from sale of property, plant and equipment | 77,612 | 36,112 | |
| Proceeds from sales of intangible assets | - | 1,378 | |
| Proceeds from sales of investments | 2,787 | 5,520 | |
| Proceeds from sales of subsidiaries | 33,736 | - | |
| Interest income received | 29,720 | 51,691 | |
| Acquisitions of property, plant and equipment | (747,520) | (3,944,308) | |
| Acquisitions of intangible assets | (33,722) | (32,082) | |
| Acquisitions of available-for-sale investments | - | (8,576) | |
| (Acquisitions) / refund of investment costs | (8,000) | 26,070 | |
| Disposal of discontinued operation, net of cash disposed | 5 | (240,533) | (53,609) |
| Disposal of subsidiaries, net of cash disposed | (44,380) | - | |
| Placement of pledged deposits | 565,518 | (618,310) | |
| Placement of long-term fixed deposits | 23,856 | - | |
| Dividend received | 144,040 | 115,285 | |
| Net cash used in investing activities | (196,886)------------------ | (4,420,829)------------------ |
Consolidated cash flow statement (continued)
For the year ended 31 December 2006
| Note | 2006 | 2005 |
|---|---|---|
| Cash flows from financing activities | ||
| Proceeds from loans and borrowings | 4,367,239 | 12,421,541 |
| Proceeds from issue of corporate debentures | - | 1,583,475 |
| Proceeds from capital contribution | 1,200,000 | 18,529 |
| Repayments of loans and borrowings | (5,095,272) | (8,288,467) |
| Dividend paid | (3,373) | (35,675) |
| Interest paid | (790,645) | (552,157) |
| Payment for other financing activities | (12,543) | (59,474) |
| Net cash from financing activities | (334,594) | 5,087,772 |
| Effect of exchange rate changes | (17,577) | (55,302) |
| Net increase / (decrease) in cash and cash equivalents | 294,055 | (371,918) |
| Cash and cash equivalents at 1 January | 1,164,052 | 1,535,970 |
| Cash and cash equivalents at 31 December | 1,458,107 | 1,164,052 |