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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:

  1. 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.

  2. Small production-scale of TFT-LCD products of the Company failed to create an obvious advantage.

  3. Localization fitting degree of TFT-LCD industry was low, and export & import of key raw material resulted in higher production cost.

  4. Bank loan interest expense of TFT-LCD operation increased.

  5. 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.

  1. 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.

  1. 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.

  1. 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.

  1. 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.

  1. 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