Skip to main content

AI assistant

Sign in to chat with this filing

The assistant answers questions, extracts KPIs, and summarises risk factors directly from the filing text.

BOE TECHNOLOGY GROUP CO., LTD Interim / Quarterly Report 2003

Aug 26, 2003

53782_rns_2003-08-26_077a2442-c000-4653-8608-bac153b83f3e.PDF

Interim / Quarterly Report

Open in viewer

Opens in your device viewer

BOE TECHNOLOGY GROUP CO., LTD. SEMI-ANNUAL REPORT 2003 (Overseas Version)

Stock Exchange Listed With: Shenzhen Stock Exchange Short Form of the Stock: BOE - B Stock Code: 200725

Aug. 21, 2003

Contents

. IMPORTANT NOTICE

. COMPANY PROFILE

. CHANGES IN SHARE CAPITAL AND PARTICULARS ABOUT SHARES HELD BY

MAIN SHAREHOLDERS

. PARTICULARS ABOUT DIRECTORS, SUPERVISORS AND SENIOR EXECUTIVES

. DISCUSSION AND ANALYSIS OF THE MANAGEMENT

. SIGNIFICANT EVENTS

. FINANCIAL REPORT (Un-audited)

. DOCUMENTS AVAILABLE FOR REFERENCE

1

I. Important Notice

The Board of Directors of BOE Technology Group Co., Ltd. (hereinafter referred to as the Company) and its directors individually and collectively accept responsibility for the correctness, accuracy and completeness of the contents of this report and confirm that there are no material omissions nor errors which would render any statement misleading.

Mr. Tai Zhonghe, Independent Director of the Company , and Mr. Wang Hui, Director of the Company, were absent from the Board meeting. Mr. Jiang Yunkun, Vice Chairman of the Board, and Mr. Shi Dong, Director of the Company, were both absent from the Board meeting, and seperately entrusted Director Mr. Zhao Caiyong to attend and vote on his behalf in written form.

Chairman of the Board and concurrently CEO Mr. Wang Dongsheng, President and concurrently COO Mr. Liang Xinqing, Chief Financial Supervisor Mr. Wang Yanjun, and Secretary of Plan & Financial Dept. Ms. Sun Yun hereby confirm that the financial report enclosed in the semi-annual report is true and complete.

The 2003 semi-annual financial report of the Company has not been audited.

This report was prepared in both Chinese and English. Should be there any difference in interpretation between the two versions, the Chinese version shall prevail.

2

II. Company Profile

  • (I) Company information

  • Legal Name of the Company:

  • In Chinese: 京东方科技集团股份有限公司

  • Short Form in Chinese: 京东方

  • In English: BOE TECHNOLOGY GROUP CO., LTD.

  • Short Form in English: BOE

  • Stock Exchange Listed with: Shenzhen Stock Exchange

  • Short Form for A-share: BOE - A Stock Code for A-share: 000725 Short Form for B-share: BOE - B Stock Code for B-share: 200725

  • Registered Address: No. 10, Jiuxianqiao Road, Chaoyang District, Beijing Office Address: No. 10, Jiuxianqiao Road, Chaoyang District, Beijing Post Code: 100016

The Company’s Internet Website: http://www.boe.com.cn

  • E-mail: [email protected]

  • Legal Representative: Wang Dongsheng

  • Secretary of the Board of Directors: Zhong Huifeng

  • Tel: 010 – 64366264

  • Fax: 010 – 64366264

  • E-mail: [email protected]

Contact Address: No. 10, Jiuxianqiao Road, Chaoyang District, Beijing

  1. Place Where the Semi-annual Report is Prepared and Placed: Secretariat of the Board of Director

  2. Internet Website Designated by CSRC for Publishing the Semi-annual Report: http://www.cninfo.com.cn

  3. Newspapers Chosen by the Company for Disclosing the Information: Ta Kung Pao and Securities Times

(II) Major financial data and indexes:

Table 1 Unit: RMB’000

Table1 Unit:RMB’000
Items Jan.-Jun. 2003 Jan.-Jun. 2002 Increase/decrease in this
report period compared
with the same period of
last year (%)
Net profit 164,570 56,516 191.19%
Fully diluted earnings per share
(RMB/share)
0.250 0.103 142.72%
Fully diluted return on equity (%) 7.09% 2.60% 172.69%
Net
cash
flow
arising
from
operating activities
648,350 - -

Table 2 Unit: RMB’000

Table2 Unit:RMB’000
Items June 30, 2003 Dec. 31, 2002 Increase/decrease at
the end of this period
compared with the
period-begin(%)
Current assets 4,931,471 4,383,976 12.49%
Current liabilities 5,221,639 3,787,375 37.87%
Total assets 10,298,820 6,779,294 51.92%
Shareholders’ equity (excluding 2,319,862 2,176,390 6.59%
3
minority interest)
Net assets per share (RMB/share) 3.52 3.96 -11.11%

Note: Difference in net profit calculated under CAS and IAS respectively

Unit: RMB’000

Unit: RMB’00
Net assets
Net profit
Balance of consolidation accounting statement reported
based on Accounting Standards for Enterprise
Adjustment in accordance with International Financial
Report Standards and other adjustment
Discrepancy in due to difference term of amortization of
goodwill
Government subsidy
Other
Balance after adjustment under IAS
2,327,450
165,171
-3,334
-667
-4,100
-154
66
2,319,862
164,570

III. Change in Share Capital and Particulars about Shares Held by Main Shareholders

(I) Statement of change in share capital of the Company in the report period:

Unit: share

Items Before the
change
Increase/decrease of Increase/decrease of this time (+, - ) After the
change
Allotment
of share
Bonus
shares
Capitalization
of public
reserve
Additional
issuance
Others Subtotal
I. Unlisted shares
1. Sponsor’s shares
Including:
State-owned share
Domestic legal person’s shares
Foreign legal person’s shares
Others
2. Raised legal person’s shares
3. Inner employees’ shares
4. Preference shares or others
Total unlisted shares
II. Listed shares
1. RMB ordinary shares
2.Domestically listed foreign
shares (B shares)
3. Overseas listed foreign
shares
4. Others
Total listed shares
328029000
3575000
8450000
340054000
60000000
149500000
209500000
65605800
715000
1690000
68010800
12000000
29900000
41900000
393634800
4290000
10140000
408064800
72000000
179400000
251400000
III. Total shares 549554000 109910800 659464800

As examined and approved by the 2002 shareholders’ general meeting, the Company implemented 2002 profit distribution plan and transferring public capital reserve to share capital dated June 10, 2003, namely, based on the total share capital of the Company ended as of Dec.31, 2002 amounting to 549,554,000 shares, the Company transferred capital public reserve into share capital at the rate of 2 shares for every 10

4

shares to all shareholders. After transferring capital public reserve into share capital, the Company’s total shares increased to 659,464,800 shares from 549,554,000 shares, and the structure of equity did not change. For details, please refer to Public Notice on Implementation of Transferring Capital Public Reserve into Share Capital for the Year 2002 of BOE Technology Group Co., Ltd. published in Hong Kong Ta Kung Pao, Securities Times, China Securities and Shanghai Securities News dated June 4, 2003.

  • (II) Ended June 30, 2003, the Company had totally 55029 shareholders, including 17590 shareholders of B-share.

(III) Ended June 30, 2003, particulars about shares held by the top ten shareholders:

Name of shareholder Holding
shares at the
period-end
(share)
Proportion
of total
shares
Increase/
Decrease in
this report
period
Nature of equity Pledged, frozen or
custody
1 Beijing BOE Investment & Development
Co.,Ltd.
350470800 53.15% 58411800 State-owned
legal
person’s share
No
2 Beijing
Dongdian
Industrial
Development Company
40044000 6.07% 667400 State-owned
legal
person’s share
No
3 Beijing Yixin Microdisplay Technology
Development Center
4290000 0.65% 715000 Legal person’s share No
4 SOUTH
CAPITAL
NOMINEES
LIMITED
3168240 0.48% 528040 B-share Unknown
5 Beijing CRT General Plant 3120000 0.47% 520000 State-owned
legal
person’s share
No
6 RIPPERTON ASSETS LIMITED 2782200 0.42% 463700 B-share Unknown
7 CSS(HK)L
A/C
ULTRAMATIC
HOLDINGS LIMITED
2206680 0.33% 367780 B-share Unknown
8 STARBURST ASSETS LIMITED 1908240 0.29% 318040 B-share Unknown
9 TOYO
SECURITIES
ASIA
LIMITED-A/C CLIENT.
1704620 0.26% 487670 B-share Unknown
10 GOOD CAPTURE INVESTMENTS 1634160 0.25% 273160 B-share Unknown
  1. In the report period, the holding shareholder of the Company is still Beijing BOE Investment & Development Co., Ltd.

  2. The actual controller among Beijing BOE Investment & Development Co., Ltd., Beijing Dongdian Industrial Development Company and Beijing CRT General Plant is Beijing Electronics Holding Company Limited. Except for this, the Company has no idea on whether there exists any associated relationship among the other shareholders.

  3. Beijing BOE Investment & Development Co., Ltd., Beijing Dongdian Industrial Development Company, Beijing Yixin Microdisplay Technology Development Center and Beijing CRT General Plant hold unlisted shares of the Company, and the change of shares held by them is due to the implementation of Plan on transferring capital public reserve into share capital at the rate of 2 shares for every 10 shares for the Year 2002.

IV. Particulars about Directors, Supervisors and Senior Executives

  1. Statement of change in the Company’s shares held by directors, supervisors and senior executives in the report period:
Name Office Title Number of holding share (share) Number of holding share (share)
Holding share at
the period-end
Holding share at
the period-begin
Wang
Dongsheng
Chairman of the Board, Chairman of
Executive Committee, CEO
7800 6500
5
JiangYukun Vice Chairman of the Board 4680 3900
Tai Zhonghe Independent Director 0 0
Xie Zhihua Independent Director 0 0
WangHui Director 0 0
Zhao Caiyong Director 7800 6500
Shi Dong Director 3120 2600
LiangXinqing Executive Director, President, COO 3120 2600
Song Ying Executive
Director,
Senior
vice-president
7800 6500
Chen Yanshun Executive
Director,
Senior
vice-president
0 0
Sun Jiping Executive
Director,
Senior
vice-president
0 0
Ren Jianchang Executive Director, Vice-president 0 0
Wang Aizhen Convener
of
the
Supervisory
Committee
1560 1300
Mu Chengyuan Supervisor 780 650
YangAnle Supervisor 0 0
Xu Yan Supervisor 4680 3900
Han Guojian Vice-president 3120 2600
Liu Xiaodong Vice-president 0 0
WangJiaheng Vice-president 0 0
WangYanjun Chief Financial Supervisor 3120 2600
ZhangPeng CTO 0 0
ZhongHuifeng Secretaryof the Board 0 0

Reason of change in shares held by directors, supervisors and senior executives is due to the implementation of Plan on transferring capital public reserve into share capital at the rate of 2 shares for every 10 shares for the Year 2002.

2. Particulars about change of directors, supervisors and senior executives

On Apr. 18, 2003, as examined and approved by the 11th meeting of the 3rd Board of Directors of the company, Mr. Liu Xiaodong was engaged as Vice-president of the Company, while Mr. Gong Xiaoqing no longer took the post of Vice-president of the Company due to work change.

V. Discussion and Analysis of the Management

  • (I) Operating position in the report period

  • Analysis to the operating results and financial position

  • (1) Changes of increase/decrease in operating results in the report period

Unit:RMB’000
Financial indexes Jan.-June2003 Jan.-June2002 Marginof increase/decrease
Sales income 4,697,949 2,012,328 133.46%
Sales cost 3,928,514 1,700,945 130.96%
Net profit 164,570 56,516 191.19%
Net increase in cash
and cash equivalents
-481,717 - -
  • (2) Changes of increase/decrease in financial position in the report period
6
Unit:RMB’000
Financial indexes June 30, 2003 Dec. 31, 2002 Margin of increase/decrease
Totalassets 10,298,820 6,779,294 51.92%
Fixed assets 4,439,571 1,406,990 215.54%
Inventories 969,198 560,402 72.95%
Current liabilities 5,221,639 3,787,375 37.87%
Shareholders’equity 2,319,862 2,176,390 6.59%

In the first half year of 2003, the Company kept a good growth trend in its operation with sales income and net profit amounting to RMB 4,697,949,000 and RMB 164,570,000 respectively, an increase of 133.46% and 191.19% than those of the same period of last year respectively. The reasons why the Company gained good achievements in the operating position were mainly because that the business of monitor, display devices and precision electronic components and materials continued to keep growing and BOE-Hydis Technology Co., Ltd. (hereinafter referred to as BOE-Hydis), an affiliated wholly-owned Korean subsidiary of the Company, had a good running in its business.

2. Significant events in the report period

In Jan. 2003, BOE-Hydis, the Korean subsidiary of the Company, accomplished purchasing TFT-LCD business of Korea HYDIS Technology Co., Ltd. (hereinafter referred to as HYDIS). Through this assets purchase, the Company had gained the thorough intellectual property rights of TFT-LCD and global market share and marketing network of TFT-LCD, which effectively enhanced the core competitive force of the Company in the field of display products. According to the development need of the display industry of the Company, the Company had set about preparing the construction of base of TFT-LCD industry.

At the same time, in order to push the development of TFT-LCD industry, after considered and passed by 2002 Shareholders’ General Meeting, the Company planned to additionally issue B shares to raise capital approximately amounting to HKD 1000-1500 million to refund the bank loan used to purchase TFT-LCD business from HYDIS and to invest in the project of thin film transistor color liquid crystal display module.

(II) Main operation in the report period

1. Scope of core business and its operation

The Company, belonging to the industry of electric information, is a high-technology enterprise locating in the Technology Park Zone, Electronics City, Zhongguan Village, Beijing. The Company focuses the core business in the display field with main products as follows: ① TFT-LCD, whose production and sales volume took the ninth place in the global list; ② Small-sized display devices, including VFD, STN-LCD, OEL and etc., among which, the production and sales volume of STN-LCD took the fifth place in the global list and the production and sales volume of VFD took the third place in the global list; ③ CRT, jointly produced with Panasonic. The Company was the second largest producer of CRT; ④ Monitors/TVs, including CRT monitor, TFT-LCD, PDP monitor, TFT liquid crystal TV, PDP TV and et.. The Company held the largest production base of monitor in north of China; ⑤ Majority of precision electronic components and materials took the top in the domestic and global list; ⑥ Digital products and service: mobile digital products (notebook PC, tablet PC, digital camera) and IT service (smart card system and devices, network computer system and LED display system). According to the statistic information from Information Industrial

7

Department, the Company took the 13th place in “Electronic Information Enterprise Top 100 for 2003 (the 17th session)”.

  1. Main products taking over 10% of the sales income and profit of core business and their situation classified according to areas

  2. (1) Product structure of core business

Unit: RMB’000

Unit: RMB’000 Unit: RMB’000
Jan.-June 2003 Jan.-June 2002
Product types
Display devices
Monitor/tablet PC
Precision
electronic
components
and
materials
Digital products and
IT service
Others
Sales income
3,402,468
1,091,810
148,296
45,814
9,561
4,697,949
Sales cost
-2,765,710
-1,007,939
-107,372
-44,555
-2,938
-3,928,514
Sales income
802,677
1,010,322
60,452
31,973
106,904
2,012,328
Sales cost
-595,003
-937,563
-44,387
-29,842
-94,150
-1,700,945
  • (2) Area structure of core business
(2) Area structure of core business
Inland of China
Overseas
-Asia
-Europe
-America
Unit: RMB’000
Jan.-June 2003
Jan.-June 2002
1,938,962
831,170
1,957,009
375,480
28,575
444,259
520,403
361,419
4,697,949
2,012,328
  1. Material changes in profit structure and core business and its structure and reasons Since Jan. 2003, after the Company entering into the field of TFT-LCD business, the business volume of TFT-LCD industry reached over 50% of the core business of the Company and BOE-Hydis, the Korean subsidiary of the Company, was listed into the consolidated scope in the report period.

  2. The profitability capability of the core business (namely gross profit ratio) experienced no material changes.

  3. In the report period, there were no other operating activities that impacted significant influence on the profits.

  4. Problems and difficulties in the operation

Through the way of transnational purchase, the Company’s core competitive force of products in the display business field was largely enhanced. In the course of rapid development of the enterprise, the Company faced new challenge in its whole operating capability, managerial capability and financing capability. At the same time, though the Company continuously kept growth in its core business, the development of internal business structure was unbalanced and partial products had no operating profitability realized. Facing increasingly intensified market competition at home and abroad, the Company would actively adopt effective measures to push the advancement of its own quality:

8

(1) To improve the enterprise running mechanism and actively push the strategic adjustment of the industries in order to form six largest cause groups and reinforce and enhance the competitive force of all cause groups.

(2) To ensure the good operation of BOE-HYDIS, spare no efforts to push the construction of the base of TFT-LCD industry in Beijing and complete the equity purchase from Top Victory Technology Co., Ltd. as scheduled.

(3) To make full use of all financing channels and improve the financial structure so as to provide strong support of capital to the Company’s long-term development and at the same time strive for completing the additional issuance of B share as scheduled.

(4) To improve the enterprise operating mechanism, enhance the comprehensive management capability of the Company and speed up the introduction and cultivation of cadres and key talents.

(III) Investment in the report period

1. Application of raised proceeds and results

(1) In the report period, investment of the application of the proceeds raised through previous shares offering going down to the report period

(III) Investment in the report period
1. Application of raised proceeds and results
(1) In the report period, investment of the application of the proceeds raised through
previous shares offering going down to the report period
(III) Investment in the report period
1. Application of raised proceeds and results
(1) In the report period, investment of the application of the proceeds raised through
previous shares offering going down to the report period
(III) Investment in the report period
1. Application of raised proceeds and results
(1) In the report period, investment of the application of the proceeds raised through
previous shares offering going down to the report period
(III) Investment in the report period
1. Application of raised proceeds and results
(1) In the report period, investment of the application of the proceeds raised through
previous shares offering going down to the report period
(III) Investment in the report period
1. Application of raised proceeds and results
(1) In the report period, investment of the application of the proceeds raised through
previous shares offering going down to the report period
(III) Investment in the report period
1. Application of raised proceeds and results
(1) In the report period, investment of the application of the proceeds raised through
previous shares offering going down to the report period
Unit:RMB’0000
Names of investment
projects committed
Committed
investment
amount
Committed
investment
amount of
excessive raised
proceeds plan
Actual
investment
amount in the
report period
Total of actual
expenditure
ended June
30, 2003
Project progress
Development
technology
innovation project of Beijing
municipal traffic “all-in-one”
card system
10,000 352 6,151 Non-completed
Pintong
cause
operating
project
11,200 1,759 7,402 Non-completed
Purchase
project
of
TFT-LCD
business
from
Korea HYDIS Technology
Co., Ltd. (HYDIS)
13,574.43 13,574.43 13,574.43 Completed

For the application of the raised proceeds in the previous period, please refer to Explanation of BOE Technology Group Co., Ltd. on Application of the Proceeds Raised Through Previous Shares Offering and Special Verification Report on Application of the Proceeds Raised Through Previous Shares Offering published on Hong Kong Ta Kung Pao, Securities Times, China Securities and Shanghai Securities News dated May 22, 2003.

(2) Reasons and procedures of changes in the projects of raised proceeds and disclosure The Company held 2002 Shareholders’ General Meeting on May 30, 2003 and considered and passed Proposal on Changing and Adjusting Partial Projects and Purpose of Raised Proceeds. The Company changed the purpose of the rest raised proceeds in ① “BOE e-commerce project” amounting to RMB 10.34 million to supplement the running capital of the Company. The surplus raised proceeds amounting to RMB 910,000 in “technical reconstruction project of professional computer terminal production line” that had been completed and the surplus RMB 1.79 million from “technical reconstruction project of mobile computer production line” that had been completed were all adjusted to supplement the running capital of the Company. For details, please refer to Public Notice on Resolutions of 2002 Shareholders’ General Meeting of BOE Technology Group Co., Ltd. published on Hong Kong Ta Kung Pao,

9

Securities Times, China Securities and Shanghai Securities News dated May 31, 2003.

(3) Project progress and earnings

Development technology innovation project of Beijing municipal traffic “all-in-one” card system: The Company planned to invest the raised proceeds amounting to RMB 100 million and had invested the raised proceeds amounting to RMB 61.51 million. Due to the adjustment of the whole implementation plan of traffic “all-in-one” card project, the progress of project construction burdened by the Company was adjusted accordingly and it was estimated that the trial operation of partial lines of buses, railways and taxies would be enlarged in the second half year of 2003.

Pintong cause operating project: the Company planned to invest raised proceeds of RMB 112 million and has invested raised proceeds of RMB 74.02 million into market promotion and market channels construction of mobile digital products with brand of “BOE” and IT service cause. At present, the operating system of market channels with the national eight largest sales service platforms as the core established by BOE was in a good run. The Company would continue investing the rest raised proceeds according to the development of brand business.

Purchase project of TFT-LCD business from Korea HYDIS Technology Co., Ltd. (HYDIS): After examined and approved by the 2nd Extraordinary Shareholders’ General Meeting of 2002, the Company changed and adjusted the application of partial raised proceeds of A share additionally issuing in public amounting to RMB 135,744,300 and converted to put into this purchase project. In Jan. 2003, BOE-Hydis, the affiliated Korean subsidiary of the Company, accomplished the purchase of assets of TFT-LCD industry. In the report period, the Company brought BOE-Hydis into the consolidated scope and TFT-LCD business became the main point contributing to the profits.

  1. Investment of the proceeds not raised through shares offering
Unit:RMB’0000
Items Investment amount in
thereport period
Accumulated
investment amount
Project progress
Reconstruction
of
VFDproduction line
4978.2 19252.2 The project developed as scheduled
Incorporating
“BOE
Hyundai LCD Inc.”
620.7 3103.8 The joint venture was registered and
established. The investment in the
period belonged to the follow-up
investment of registered capital.

VI. Significant Events

1. Corporate governance

In the report period, the Company standardized the operation strictly according to the requirements of relevant laws and regulations etc., timely amended Articles of Association of the Company and established Independent Director System, Work Rules of Auditing Committee of the Board of Directors and Work Rules of Nomination, Remuneration and Examination Committee of the Board of Directors.

Ended the end of the report period, the independent directors had still not reached one third in the member of the Board of Directors. According to the development need of the Company’s industrial strategy, the Company planed to adjust the member structure of the Board of Directors and would supplement independent director as soon as possible in order to further improve the legal person’s administrative structure of the Company.

10
  1. The profit distribution plan and plan of converting public reserve into share capital for 2002 and their implementations

(1) Profit distribution plan for 2002: based on the total share capital amounting to RMB 549,554,000 as of Dec. 31, 2002, to convert the capital public reserve into share capital to all shareholders at the rate of two shares for every 10 shares.

(2) Implementation: The Company published Public Notice on Implementation of Capitalizing Public Reserve into Share Capital for 2002 of BOE Technology Group Co., Ltd. on Hong Kong Ta Kung Pao, Securities Times, China Securities and Shanghai Securities News dated June 4, 2003 and confirmed the equity registration date of A share and last trading date of B share as June 9, 2003 and ex-right date as June 10, 2003. After capitalizing the capital public reserve into share capital, the total share capital of the Company was changed from 549,554,000 into 659,464,800.

  1. The Company had no draft of profits distribution and capitalization of public reserve into share capital in the medium-term of the year.

  2. In the report period, the Company had no material lawsuits or arbitrations.

  3. Material related transactions in the report period

In Apr. 2003, the Company signed Equity Transfer Contract with Beijing Electronic City Co., Ltd. (hereinafter referred to as Beijing Electronic City) and signed Commission Operation Contract with Beijing BOE Property Co., Ltd. (hereinafter referred to as Property Company). The Company transferred its holding 70% equity of Property Company to Beijing Electronic City with RMB 38.80 million (Pricing based on the property price after assessment). At the same time, the Company commissioned Property Company to operate the assets of equipments of kinetic energy such as water, power, gas and heat etc., houses and land constructions in progress etc. in “BOE Digital Rose Garden” and “BOE Little Back-light Project Zone”.

Since both the actual controller of the Company and the controlling shareholder of Beijing Electronic City were Beijing Electronic Holdings Company Limited, the aforesaid transaction formed related transaction and had been considered and passed by 2002 Shareholders’ General Meeting. For details, please refer to Public Notice on the Related Transaction of BOE Technology Group Co., Ltd. published on Hong Kong Ta Kung Pao, Securities Times, China Securities and Shanghai Securities News dated May 22, 2003 and Public Notice on Resolutions of 2002 Shareholders’ General Meeting of BOE Technology Group Co., Ltd. dated May 31, 2003.

  1. Material contracts and their implementations

(1) Sale of assets and assets trusteeship

The change registration procedures of the Company’s transferring equity of Property Company had been finished. For the assets commission operation, please refer to the aforesaid related transaction.

(2) For the details of material external guarantee events of the Company, please refer to notes to accounting statements “13. Contingent liabilities”.

(3) For the details of loans ended the end of the report period, please refer to notes to accounting statements “8. Bank loans”.

7. Material purchase of assets

In Jan. 2003, BOE-Hydis, the affiliated Korean subsidiary of the Company, invested USD 380 million to purchase TFT-LCD business from Korea HYDIS Technology Co., Ltd. (HYDIS) and accomplished the assets transfer. For the details, please refer to

11

Report of BOE Technology Group Co., Ltd. on Purchasing TFT-LCD Assets of Korea HYDIS Technology Co., Ltd. (HYDIS) published on Nov. 30, 2002, Suggestive Notice of BOE Technology Group Co., Ltd. on Progress of Purchasing TFT-LCD Business of Korea HYDIS Technology Co., Ltd. (HYDIS) published on Jan. 25, 2003 and Public Notice of BOE Technology Group Co., Ltd. on Implementation of Purchasing TFT-LCD Business Assets of Korea HYDIS Technology Co., Ltd. (HYDIS) published on Apr. 17, 2003 in Hong Kong Ta Kung Pao, Securities Times, China Securities and Shanghai Securities News.

  1. The Company or the shareholders holding over 5% shares of the Company had no commitment events disclosed publicly.

  2. In the report period, the Boar of Directors and its directors were not checked, punished administratively and criticized with circulars by CSRC or condemned in public by the stock exchange. The Company’s directors and relevant staffs of the Management were not exerted legal forcible measures.

10. After-period events

On Aug. 6, 2003, the Company signed Trade Agreement of Shares of Top Victory Technology Co., Ltd. with FIELDS PACIFIC LIMITED (hereinafter referred to as FPL) and Mr. Pan Fangren (the sole owner of FPL). The Company planned to purchase the shares in the proportion of 26.36% of the total issued ordinary shares of Top Victory Technology (totally amounting to 356,033,783 shares), which were held by EPL, at price of HKD 2.95 per share with total acquisition price amounting to HKD 1,050,299,659.85. For details, please refer to Suggestive Notice of BOE Technology Group Co., Ltd. on Purchasing Partial Equity of Top Victory Technology Co., Ltd. published on Hong Kong Ta Kung Pao, Securities Times, China Securities and Shanghai Securities News dated Aug. 7, 2003.

VII. Financial Report (Un-audited)

(I) Accounting statement (refer to attachment)

(II) Notes to accounting statement (refer to attachment)

VIII. Documents Available for Reference

(I) Text of Semi-annual Report carried with the personal signature of Chairman of the Board.

(II) Accounting statements carried with the personal signatures and seals of legal representative, chief financial supervisor and person in charge of handling accounting affairs;

(III) Originals of all documents and manuscripts of Public Notices or Announcements of the Company disclosed in public on the newspapers designated by CSRC in the report period.

(IV) Articles of Association of the Company.

Board of Directors of BOE Technology Group Co., Ltd. Aug. 21, 2003

12

BOE TECHNOLOGY GROUP CO., LTD. CONSOLIDATED BALANCE SHEET AS AT 30 JUNE 2003

(all amounts in RMB thousands)
Notes
ASSETS
Non-current assets
Property, plant and equipment
8
Investment property
9
Intangible assets
10
Investments in associates
11
Available-for-sale investments
12
Held-to-maturity investments
13
Other assets
Current assets
Inventories
14
Receivables and prepayments
16
Cash and cash equivalents
17
Total assets
EQUITY AND LIABILITIES
Shareholders’ equity
Shares capital
23
Share premium
Reserves fund
25
Retained earnings
Minority interest
24
Non-current liabilities
Bank borrowings
19
Post-employment benefit obligations
Other long-term liabilities
20
Current liabilities
Trade and other payables
18
Current tax liabilities
Bank borrowings
19
Provisions
Total liabilities
Total equity and liabilities
June 30 Dec. 31 Dec. 31
2003
2003
2002
2002
4439571
1406990
17430
90904
96924
757167
741841
50387
93200
22
22
29298
38911
5367349
2395318
969198
560402
2149765
1529348
1812508
2294226
4931471
4383976
10298820
6779294
659465
549554
1040984
1150895
259667
280767
359746
195174
2319862
2176390
493954
457862
1718811
268804
32632
6428
511922
82435
2263365
357667
2289720
1481219
21554
28751
2899434
2263875
10931
13530
5221639
3787375
7485004
4145042
10298820
6779294
4145042
6779294
13

BOE TECHNOLOGY GROUP CO., LTD. CONSOLIDATED INCOME STATEMENT AS OF JAN.-JUN. 2003

(all amounts in RMB thousands)
Notes
Sales
1
Cost of sales
Gross profit
Other operating income
Distribution costs
Administrative expenses
Other operating expenses
Profit from operations
2
Finance costs - net
3
Group profit before tax
Share of result of associates before tax
11
Profit before tax
Income tax expenses
5
Profit
after
tax
deducting
before
minority interest
Minority interest
23
Net profit
Jun. 30, 2003
Jun. 30, 2002
4697949
2012328
-3928514
-1700945
769435
311383
20404
2683
-131500
-68635
-305056
-87497
-1850
351433
157934
-154475
-31839
196958
126095
6452
16242
203410
142337
-11296
-28485
192114
113852
-27544
-57336
164570
56516
14

BOE TECHNOLOGY GROUP CO., LTD. CONSOLIDATED CASH FLOW STATEMENT FOR THE FIRST HALF YEAR OF YEAR 2003

(all amounts in RMB thousands)
Cash flows from operating activities
Net profit
Adjustments for:
Minority interest
Income tax
Depreciation
Amortization
Provision for devaluation
Loss on sale of property, plant and equipment
Finance costs
Share of result before tax of associates
Changes in working capital:
Inventories
Trade and other receivables
Pensions and other retirement benefits
Payables
Cash inflow generated from operations
Interest received
Tax paid
Net cash from operating activities
Cash flows from investing activities
Acquisition of subsidiary, net of cash acquired
Purchase of property, plant and equipment
Purchase of intangible assets
Purchase of available-for-sale investments
Purchase of association
Disposal of subsidiary, net of cash disposed
Proceeds from sale of property, plant and machinery
Dividends received
Net cash used in investing activities
Cash flows from financing activities
Proceeds from convertible bonds
Proceeds from minority interest
Proceeds from borrowings
Repayments of borrowings
Dividends paid to group shareholders
Dividends paid to minority interests
Interest paid
Payment for other financing activities
Net cash from financing activities
Effects of exchange rate changes
Increase/(Decrease) in cash and cash equivalents
Cash and cash equivalent at beginning of year
Cash and cash equivalent at end of year
Year ended June 30, 2003
164,570
27,544
11,296
277,321
38,339
10,316
2,309
154,475
-6,452
-408,797
-473,408
26,204
818,519
642,237
19,677
-13,563
648,350
-3,229,786
-5,281
-2,202
729
142
16,507
-3,219,892
2,070
4,126,823
-1,892,166
-834
-110,570
-51,078
2,074,244
15,580
-481,717
2,294,225
1,812,508
15

Note to Accounting Statement

General information

BOE Technology Group Co., Ltd. (the Company) was founded in 1993 in Beijing, People’s Republic of China (PRC). It was reorganized into a joint stock limited company in 1997 and is registered in Beijing. The Company and its subsidiaries are collectively referred to as the Group.

The Group manufactures and sells electronic products, invests in enterprises engaging in the manufacturing of electronic products.

The parent company of the Group is Beijing BOE Investment and Development Co., Ltd., which is a state-owned enterprise registered in Beijing, PRC and its ultimate holding company is Beijing Electronics Holding Co., Ltd., which is a state-owned enterprise reorganized from the General Office of Electronics of the Beijing Municipal Government.

The Company has its primary listing on the Shenzhen Stock Exchange issuing B shares in 1997, with further offerings of A Shares also on the Shenzhen Stock Exchange in 2000.

  • 16 -

Accounting Policies

Unless otherwise stated, the financial data and amount in this report are expressed in RMB’000.

The change of accounting policies and accounting estimation and correction of accounting error all did not happen in the report period compared with the previous annual report. In the report period, BOE HYDIS Technology Co., Ltd. and Suzhou BOE CHATANI Co., Ltd. came into operation, so they were brought into consolidation scope of the financial report.

Segment information

The Group is principally engaged in the manufacture and sales of electronic and related products and the leasing of properties and commercial facilities. The lease of properties and commercial facilities contributed to less than 10% of consolidated sale revenue, as such, no disclosures were made.

PRC is the home country of the parent company which is also the main operating company.

The Republic of Korea – manufacture and sales activities

Sales revenue based on the geographical areas in which the customers are located comprises the following:

Sales within the PRC
Sales outside the PRC
- Asia
- Europe
- America
Jan.-Jun. 2003
Jan. Jun. 2002
1,938,962
831,170
1,957,009
375,480
28,575
444,259
520,403
361,419
4,697,949
2,012,328

Income tax

The Company is subject to a preferential income tax rate of 15% (2001: 15%) as an enterprise with new technology in Beijing New Technology Development Zone. As approved by the tax bureau, some of the Company’s subsidiaries are also subject to preferential income tax rates ranging from zero to 15% (2001: zero to 15%). Except for Hyundai LCD, whose income tax rate is 29.7%, and the above mentioned subsidiaries, other subsidiaries of the Company are subject to an income tax rate of 33%.

Earnings per share

  • 17 -

Earnings per share is calculated by dividing the net profit attributable to shareholders by the weighted average number of ordinary shares in issue during the year.

Jan. Jun. 2003 Jan. Jun. 2003
Net profit attributable to shareholders 164,570 56,516
Weighted average number of ordinary shares
in issue (thousands) 659,465 549,554
Basic earnings per share Rmb0.25 Rmb0.10

Dividend per share

No dividend is to be distributed in the interim period of the year 2003.

1. Property, plant and equipment and accumulated depreciation

Ended June 30, 2003, plant & machinery with net value of RMB 16,824,324 in fixed assets was pledged as guaranty for the Group’s bank borrowings.

Balance as at Jan. 1, 2003
Increase in this period
Transfer from CIP
Decrease in this period
Balance as at Jun. 30, 2003
Accumulated depreciation
Balance as at Jan. 1, 2003
Increase in this period
Transfer from in this period
Disposals in this period
Balance as at Jun. 30, 2003
Net value
Balance as at Jan. 1, 2003
Balance as at Jun. 30, 2003
Land use
right
Buildings
Plant &
machinery
Motor
vehicles
Construction
in Process
Total
83,127
492,191
1,019,430
15,897
138,272
1,748,917
6,639
1,079,745
2,002,757
1,032
247,983
3,338,156
0
80,784
0
0
80,784
7,775
13,897
5,197
669
96,736
124,274
81,991
1,638,823
3,016,990
16,260
289,519
5,043,583
3,701
33,787
296,914
7,525
341,927
37,888
238,239
1,194
277,321
0
0
0
0
12,486
2,148
602
15,236
3,701
59,189
533,005
8,117
0
604,012
78,290
1,579,634
2,483,985
8,143
289,519
4,439,571
79,426
458,404
722,516
8,372
138,272
1,406,990

2. Intangible assets

Technology
Goodwill rights Others Total

For the Year 2003

  • 18 -
Amortized cost at the year-begin
Increase
Amortization
Amortized cost at the period-end
As at 30 June 2003
Cost
Accumulated amortization
Net book amount
47,625
48,917
382
96,924
2,213
12,616
13,984
28,813
(3,913)
(30,872)
(48)
(34,833)
45,925
30,661
14,318
90,904
50,646
71,337
14,431
136,414
(4,721)
(40,676)
(113)
(45,510)
45,925
30,661
14,318
90,904

Reason for increase of intangible assets of the Group was mainly because the Group new added BOE-HYDIS Co., Ltd. into consolidation statement. Ended 30 June 2003, there was no evidence of withdrawal of provision for devaluation in respect of intangible assets of the Group.

3. Investments in associates

Balance at beginning of year
Additions
Disposal or transfer into subsidiaries
Accumulative equity from investments in subsidiaries
Share of results before tax
Share of tax of associates
Share of results after tax
Dividend received
Other movement
Balance at end of year
Jun. 30, 2003
Dec. 31, 2002
741,841
691,792
306
22,459
7,923
(37,499)
-
-
22,853
72,922
(448)
(4,167)
22,405
68,755
(15,242)
(3,600)
(66)
(66)
757,167
741,841

Particulars of associates are set out in Note 16.

4. Inventories

Raw materials
Work in progress
Finished goods
Provision for obsolete and slow-moving of inventories
realization
Jun. 30, 2003
Dec. 31, 2002
381,413
272,407
340,457
174,395
260,370
122,934
(13,042)
(9,334)
969,198
560,402

Reason for increase of inventories of the Group was mainly because the Group new added subsidiary company BOE-HYDIS Co., Ltd. into consolidation statement. During the report period,

  • 19 -

the Group withdrew the provision for falling price of inventories based on net realizable value of inventories was under cost of inventories.

5. Receivables and prepayments

Notes receivable
Trade receivables
Less: Provision for impairment of trade receivables
Trade receivables - net
Prepayments
Prepaid expense
Other receivables
Less: Provision for impairment of other receivables
Other receivables - net
Other receivables
Jun. 30, 2003
Dec. 31, 2002
147,811
83,253
1,597,119
1,074,284
(20,730)
(15,542)
1,576,389
1,058,742
85,146
28,898
6,866
4,733
343,502
364,397
(15,803)
(10,675)
327,699
353,722
5,854
-
2,149,765
1,529,348

Notes receivable at 30 June 2003 represent bank acceptance and commercial acceptance draft with a term less than nine months.

6. Cash and cash equivalents

Cash
Bank deposits
Total
7. Trade and other payables
Trade payables
Notes payable
Accrued expenses
Advances to suppliers
Wages and welfare payables
Dividends payable
Other payables
Long term payable due within one year
Jun. 30, 2003
Dec. 31, 2002
434
2,772
1,812,074
2,291,454
1,812,074
2,294,226
Jun. 30, 2003
Dec. 31, 2002
1,495,220
1,099,598
166,662
20,835
125,485
83,264
14,822
16,790
53,939
25,999
21,845
30,243
306,467
191,067
105,280
13,423
  • 20 -

2,289,720

1,481,219

Other payables with amount of Rmb59,563,500 represents the payable for the purchase of 5% share of Beijing Matsushita Color CRT Co., Ltd. from Beijing CRT General Plant, a wholly-owned subsidiary of the ultimate holding company by the Group in 1998.

8. Borrowings

Short-term borrowing
Bank borrowings – secured
Bank borrowings – unsecured
Long-term borrowing
Bank borrowings – secured
Bank borrowings – unsecured
Due between 1 and 2 years
Due between 2 and 5 years
Jun. 30, 2003
Dec. 31, 2002
310,326
253,683
2,589,108
2,010,192
2,899,434
2,263,875
1,603,161
62,628
115,650
206,176
1,718,811
268,804
103,600
197,377
1,615,211
71,427
1,718,811
268,804

Annual interest rate of short-term borrowing is 3.51% to 9.5%, while annual interest rate of long-term borrowing is 5.49% to 6.03%.

9. Other long-term liabilities

Payable to parent company
Payable to minority shareholder of subsidiary
Long-term seller’s note
Others
Jun. 30, 2003
Dec. 31, 2002
49,113
49,113
11,672
11,577
328,033
-
123,104
21,745
511,922
82,435

The payable to parent company represents the payable with installment payment scheduled to be paid over 5 and 10 years arising from the purchase of land use rights from parent company.

The payable to minority shareholder of subsidiary represents the payable for the purchase of equity of Chang Chun Lancer Photoelectron Co., Ltd. from Semiconductor Engineering Co., Ltd. by a subsidiary company of the Group Hyundai LCD. Inc.. The margin compared with the amount as at Dec. 31, 2002 represents exchange rate differential of conversion of foreign currency statement at the period-end.

Long-term seller’s not represents long-term note which BOE-HYDIS Technology Co., Ltd., a

  • 21 -

wholly-owned subsidiary company of the Group, wrote out long-term note to Hynix Semiconductor Inc. (“HYNIX”) for purchasing business of TFT-LCD of Hyundai Display Technology Inc., a wholly-owned subsidiary company of HYNIX.

Except for the payable to minority shareholder of subsidiary, all the other long term liabilities were interest free.

10. Share capital of ordinary shares

Non-listed domestic shares with par
value of RMB 1.00 per share
A share with par value of
RMB 1.00 per share
B share with par value of
RMB 1.00 per share
June 30, 2003
Share’000
Dec. 31, 2002
Share’000
408,065
72,000
179,400
659,465
340,054
60,000
149,500
549,554

According to 2002 profit distribution preplan of the Board of Directors of BOE Technology Group Co., Ltd., resolutions of 2002 Shareholders’ General Meeting and Articles of Association after amendment, based on the total share capital amounting to 549,554,000 shares as of Dec. 31, 2002, the Company would convert capital public reserve into share capital to all shareholders at the rate of two shares for every 10 shares. After the capitalization, the total share capital of the Company increased to 659,464,800 shares.

11. Sales income

11. Sales income
Jan.-June 2003 Jan.-June 2002
Product types
Display devices
Monitors
Precision
electronic
components and materials
Mobile
digital
products
and IT service
Others
Sales income
3,402,468
1,091,810
148,296
45,814
9,561
4,697,949
Sales cost
-2,765,710
-1,007,939
-107,372
-44,555
-2,938
-3,928,514
Sales income
802,677
1,010,322
60,452
31,973
106,904
2,012,328
Sales cost
-595,003
-937,563
-44,387
-29,842
-94,150
-1,700,945

12. Financial expenses-net amount




Jan.-June 2003
Jan.-June 2002
Interest expenditure -113,943 -39,472
Minus: interest
income 15,607 14,582
  • 22 -
Exchange losses
Minus: exchange
earnings
Others
Total
-83,535
103,513
-76,117
-154,475
-16,712
9,976
-213
-31,839

13. Contingent liabilities

13. Contingent liabilities


June 30, 2003
Dec. 31, 2002
Related companies
Third party
46,000
2,000
48,000
151,000
92,000
243,000

The Company considered that the aforesaid guarantees impacted no significant influence on the Company.

14. Capital burden

The capital expenditure that the Group had signed contract ended the balance sheet date but was still not confirmed in Balance Sheet was as follows:




June 30, 2002 Dec. 31, 2001
Fixed assets
Equity
investment
Land use right
16,824
-
-
16,824
89,111
1,241,595
8,858
1,330,706

15. Transactions of related parties

Beijing BOE Investment Development Co., Ltd. (established in China) controlled the Company and held 53% shares of the Company. The rest 47% shares of the Company were held dispersedly. The final controlling company of the Group was Beijing Electronic Holdings Co., Ltd. (established in China).

Beijing Dongdian Industrial Development Company and Beijing CRT General Plant were subsidiaries of Beijing Electronics Holdings Co., Ltd. and Beijing Orient Mould Plant was a subsidiary of Beijing BOE Investment Development Co., Ltd.. Except for the aforesaid companies, the relationships between other related parties and the Company were listed in Note 16.

The Board of Directors of the Company considered that all the following related transactions were in compliance with the normal commercial clause signed by the Company.

(1) Purchase of goods

(1) Purchase of goods
Jan.-June

Jan.-June 2003 2002
Top Victory Investment Co., Ltd. 43,505 -
Fujian Jielian Electronic Co., Ltd. 1,310 -
  • 23 -

Top Victory Electronic (Fujian)

Top Victory Electronic (Fujian)
Co., Ltd. 9,280
54,095
16,125
16,125

(2) Sale of goods

(2) Sale of goods

Jan.-June 2003 Jan.-June 2002
Beijing Matsushita Color CRT
Co., Ltd.
Fujian Jielian Electronic Co.,
Ltd.
Top Victory Electronic (Fujian)
Co., Ltd.
Orient
Electronic
Material
Company
41,057
8,950
996
54
51,057
52,949-
-
-
-
52,949

(3) Balance of accounts receivable and payable of related parties

(a) Accounts receivable

(3) Balance of accounts receivable
(a) Accounts receivable
and payable of related parties

June 30, 2003 Dec 31, 2002
Beijing Matsushita Color CRT
Co., Ltd.
Top Victory Electronic (Fujian)
Co., Ltd.
Fujian Jielian Electronic Co., Ltd.
(b) Other receivables
15,325
7,714
645
23,684
17,072
-
-
17,072

June 30, 2003 Dec 31, 2002
Beijing
Dongdian
Industrial
Development Company
63,305
Beijing Xingcheng Property Co.,
Ltd.
33,400
96,705
(c) Accounts payable and other receivables
63,305
21,000
84,305

June 30, 2003 Dec 31, 2002
Beijing CRT General Plant
Beijing BOE Software Co., Ltd.
Top Victory Electronic (Fujian)
Co., Ltd.
Fujian Jielian Electronic Co., Ltd.
59,564
680
9,305
4,277
73,826
62,037
1,020
-
-
63,057
  • 24 -

(d) Long-term payables and current maturity of long-term payables


June 30, 2003 Dec 31, 2002
Beijing
BOE
Investment
Development Co., Ltd.
57,536
57,536
62,536
62,536

16. Subsidiaries and related companies

Except that BOE Technology Co., Ltd. operated in America and Hyundai LCD Inc. and BOE-Hydis Technology Co., Ltd. operated in Korea, all other subsidiaries and related parties operated in inland of China.

Subsidiaries

Investment Investment Business scope Notes
Names of enterprises proportion
2003 2002
Beijing BOE Digital Technology 75% 75% Research,
development,

(1)
Co., Ltd. manufacture and sale of digital
cameras and digital video wireless
transport platform products
Beijing BOE Software and System 100% 100% Development of computer network
Integration Co., Ltd. and communication technology
Beijing
Orient
Top
Victory 45.21% 52% Production and sale of color display
(2)
Electronics Co., Ltd. products
Beijing Weisong Electronics Co., - 51% Production
and
sale
of
metal
Ltd. accessories and components of
color CRT
Zhejiang Beijing Orient Vacuum 60% 60% Research, development, production
Electronic Co., Ltd. and sale of electronic display
devices and their spare parts
Beijing Orient Vacuum Electric 55% 55% Production and sale of vacuum
Co., Ltd. electric products
Shenzhen BOE Intelligent Display 59.8% 59.8% Technical development of electronic
Technology Co., Ltd. intelligent system
BOE Technology Co., Ltd. 100% 100% Research, development, production
(1)
and sale of high-tech ele
Beijing Orient Hengtong Property 100% 100% Lease of commercial equipments
Co., Ltd.
Beijing BOE Mobile Technology Co 12.89% 51% Research,
development
and
Ltd. production of portable electronic
information disposal products
Hyundai LCD Inc. 45% 45% Production and sale of liquid crystal
(3)
screen and relevant products
BOE Hyundai LCD Inc. 86.25% - Development, production and sale
  • 25 -

of liquid crystal display devices and relevant fittings Suzhou BOE Chatani Co., Ltd. 75% - Development, production and sale of STN-LCD products and provision of relevant service BOE-Hydis Technology Co., Ltd. 100% - Production and sale of TFT-LCD color thin film crystal LCD products Beijing BOE Semiconductor Co 63% - Production and sale of Ltd. semiconductor devices

(1) These subsidiaries were in the clearing period or in the organization period. Since their assets and operating gains and losses did not impact significant influence on the Group, they were not listed into the consolidated scope.

(2) Beijing Orient Top Victory Electronics Co., Ltd. received the investments from other investors in 2002, thus the equity share of this company held by the Company decreased from 52% to 45.21%. According to the investment increase agreement, Duowei Investment Company delivered the voting right represented by its holding 8.7% equity to the Company to exercise on its behalf, thus the Company still had control right to Beijing Orient Top Victory Electronics Co., Ltd. and brought it into the consolidated scope.

(3) In 2002, the Company paid RMB 19,431,224, as the investment injection for the second time, to Korea Hyundai and held its 45% equity. Majority member of the Board of Directors of this company were all appointed by the Company. According to Articles of Association of this company, the Company had control right over it and thus brought it into the consolidated scope. Associated companies

  • Names of companies Investment Core business proportion

  • 2003 2002

  • Beijing Matsushita Color CRT Co., 30% 30% Production and sale of CRT and CDT and Ltd. lighting products Shenzhen Zhongda Industrial Co., 40% 40% Development and production of machine Ltd. components, communications satellite equipments and computer software and automatic products

  • Beijing Nittan Electronics Co., Ltd. 40% 40% Production and sale of terminals, connectors and mould press machines

  • Beijing Nissin Electronics Precision 40% 40% Production and sale of electronic tubes Component Co., Ltd. and relevant accessories Beijing Huaxu Gold Card Co., Ltd. 21% 21% Production and sale of IC card, magcard, light card and relevant reading and writing equipments etc.

  • Beijing Orient Mosler Intelligence 35% 35% Production and sale of security and Technology Co., Ltd. protection system and products

  • 26 -

Beijing Matsushita Lighting 30% 30% Production and sale of lighting Lamp-house Co., Ltd. equipments and relevant products Beijing BOE Software Co., Ltd. 30% 30% Design, development and production of computer software and hardware and fittings and computer network Changchun Lianxin Photoelectron 8.5% - Development, design and production of Co., Ltd. photoelectron products

17. Associated companies

The Group held 50% equity of Beijing Asahi Glass Electronics Co., Ltd., an associated company. This company is mainly engaged in the production of electronic products. The following is 50% assets, liabilities, income and profits etc. of this company listed in the consolidated accounting statements of the Group:

Fixed assets
Intangible assets
Current assets
Current liabilities
Net assets
Sales income
Profits before tax
Income tax
Profits after tax
2003
2002
16,648
17,739
3,045
2,554
46,396
38,624
66,089
35,887
(11,461)
(11,170)
54,628
45,010
23,689
23,226
7,023
5,458
(1,053)
(819)
5,969
4,639

The Group held 51% equity of Beijing BOE YAMATO Photoelectron Co., Ltd., the jointly controlled company. This company is mainly engaged in the production of photoelectron products. The following is 50% assets, liabilities, income and profits etc. of this company listed in the consolidated accounting statements of the Group:

Fixed assets
Intangible assets
Current assets
Current liabilities
2003
2002
16,464
17,929
7,138
937
9,522
11,978
33,124
30,844
(12,517)
(7,526)
  • 27 -
Net assets
Sales income
Profits before tax
Income tax
Profits after tax
20,606
23,319
3,878
5,519
(2,737)
(1,978)-
-
-
(2,737)
(1,978)-

The aforesaid associated companies had no contingent events and commitment events ended June 30, 2003.

17. Events after balance sheet date

According to the development need of industrial strategy, BOE Technology Group Co., Ltd. (hereinafter referred to as the Company or BOE) purchased 26.36% ordinary shares of Top Victory Technology Co., Ltd. (hereinafter referred to as Top Victory Technology) held by FIELDS PACIFIC LIMITED (hereinafter referred to as FPL or Seller). On Aug. 6, 2003, the Company signed Share Trade Agreement of Top Victory Technology Co., Ltd. with FPL and Mr. Pan Fangren (the sole owner of FPL). The Company purchased the shares with proportion of 26.36% in the total issued ordinary shares of Top Victory Technology held by FPL, which totally amounted to 356,033,783 shares.

The purchase price was based on the market price of transaction of stocks of Top Victory Technology quoted and traded in The Stock Exchange of Hong Kong and was confirmed at HKD 2.95 per share after negotiated by the both parties. The total purchase payment was HKD 1,050,299,659.85.

Among the total purchase payment, BOE solved partial capital with its self-owned capital and solved the rest capital through bank loans.

Within five operating date after signing Share Trade Agreement of Top Victory Technology Co., Ltd., the Company deposited the RMB equivalent to HKD 42 million to the RMB bank account designated by Seller. After gaining the necessary approval, agreement, authorization and recognition etc. of all applicable laws, statutes and regulations and all governments, institutions and organizations, all parties of the transaction can transact the relevant procedures of this transaction. On the date of share transfer (not later than Dec. 31, 2003), the Company paid the total purchase payment for shares to FPL.

Significant differences between accounts prepared under PRC Accounting Regulations (“PRC GAAP”) and International Financial Reporting Standards (“IERS”)

Net assets
Net profit
Balance of consolidated accounting statements prepared
under Enterprise Accounting Standards
Adjustment and other adjustments under International
Financial Reporting Standards
Difference on the amortisation period of goodwill
Government subsidy
Others
Balance after adjusted under International Accounting
Standards
2,327,450
165,171
-3,334
-667
-4,100
-154
66
2,319,862
164,570
  • 28 -