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BOE TECHNOLOGY GROUP CO., LTD Interim / Quarterly Report 2004

Aug 31, 2004

53782_rns_2004-08-31_8da553d3-1238-4fe1-bdb9-f298de60be75.PDF

Interim / Quarterly Report

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BOE TECHNOLOGY GROUP CO., LTD. SUMMARY OF INTERIM REPORT 2004

§1. Important Notice

1.1 The Board of Directors and its members 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.

The summary of interim report 2004 is abstracted from the interim report, and full text of the interim report is published on the Internet website http://www.cninfo.com.cn in the mean time. The investors are suggested to read the full text of interim report to understand more details.

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.

1.2 No director stated that he could not ensure the correctness, accuracy and completeness of the contents of the Interim Report or had objection for this report.

1.3 Director Mr. Chen Yanshun didn't attend the Board meeting for business.

1.4 The 2004 interim financial report of the Company has not been audited.

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

§2. Company Profile

2.1 Basic information

Short form of the stock BOE-A, BOE-B
Stock code 000725, 200725
Listed stock exchange Shenzhen Stock Exchange
Secretary of the Board Securities Affairs Representative
Name Wang Yanjun Zhong Huifeng
Contact address No.10,JiuxianqiaoRoad, No.10,JiuxianqiaoRoad,
Chaoyang District, Beijing Chaoyang District, Beijing
Telephone (86)10 – 64366264 (86)10 – 64366264
Fax (86)10 – 64366264 (86)10 – 64366264
E-mail [email protected] [email protected]

2.2 Major financial data and indexes

2.2.1 Major accounting data and financial indexes

Unit: RMB'000

Items At the end ofthis reportperiod At the end ofthe sameperiod oflast year Increase/decrease at theend of this report periodcompared with the sameperiod of last year
Net profit 520,519 164,570 216.29%
Earning per share 0.36 0.25 44.00%
Return on Equity 9.98% 7.09% 40.76%
Net cash flow arising from 264,588 724,467 -63.48%
operating activities

Unit: RMB'000

Increase/dec
rease at the
end of this
At the end of this At the end of the report
Items report period last year period
compared
with last
year-begin
Current Assets 7,232,986 5,548,182 30.37%
Current Liabilites 5,822,132 6,715,094 -13.30%
Total Assets 13,869,543 12,040,450 15.19%
Shareholder' 5,217,640 2,569,080 103.09%
equity(excludingminority
interests)
Net Assets per share 3.56 3.90 -8.72%
  • 2.2.2 Item of non-recurring gains and losses Applicable Inapplicable
  • 2.2.3 Differences between CAS and IAS: Applicable Inapplicable

Unit: RMB'000

CAS IAS
Net profit 521,186 520,519
Explanation on difference Differences in net profit calculated under CAS and IAS respectively
is because discrepancy in term of amortization of goodwill.

§3. Changes in Share Capital and Particulars about Shareholders

3.1 Statement of change in shares Applicable Inapplicable

Before the Increase/decrease of this time (+, - ) After the
Items Capitalization of Additional
change public reserve issuance Subtotal change
I. Unlisted Shares
1. Sponsor's shares 393,634,800 196,817,400 0 196,817,400 590,452,200
Including: State-owned share 393,634,800 196,817,400 196,817,400 590,452,200
Domestic legal person's shares 0 0
Foreign legal person's shares 0 0
Others 0 0
2. Raised legal person's shares 4,290,000 2,145,000 2,145,000 6,435,000
3. Inner employees' shares 10,140,000 0 0 0
4. Preference shares or others 0 0
Total unlisted shares 408,064,800 198,962,400 0 198,962,400 596,887,200
II. Listed Shares
1. RMB ordinary shares 72,000,000 41,070,000 41,070,000 123,210,000
2. Domestically listed foreign shares 179,400,000 247,900,000 316,400,000 564,300,000 743,700,000
3. Overseas listed foreign shares 0 0
4. Others 0 0
Total listed shares 251,400,000 288,970,000 316,400,000 605,370,000 866,910,000
III. Total shares 659,464,800 487,932,400 316,400,000 804,332,400 1,463,797,200

3.2 Particulars about shares held by the top ten shareholders

Total shareholders at the end of report period 46,382
Particulars about shares held by the top ten shareholders
Full name of shareholders Increase /decrease inthis reportperiod Shares heldat the end ofthe reportperiod Proportion(%) Type of shares(circulating ornon-circulating) Numberof sharepledgedor frozen Nature ofshareholders(state-ownedshareholder orforeign shareholder)
BEIJINGBOEINVESTMENT&DEVELOPMENT CO., LTD. 175,235,400 525,706,200 35.91 Non-circulating 0 State-owned share
FIELDS PACIFIC LIMITED Unknown 90,000,000 6.15 Circulating Unknown B-share
GUOTAIJUNANSECURITIESHONGKONG LIMITED Unknown 64,288,077 4.39 Circulating Unknown B-share
BEIJINGDONGDIANINDUSTRIALDEVELOPMENT COMPANY 20,022,000 60,066,000 4.10 Non-circulating 0 State-owned share
SHANGHAI (HONG KONG) WANGUOSECURITIES Unknown 44,473,293 3.04 Circulating Unknown B-share
BANK OF CHINA GROUP SECURITIESLIMITED Unknown 21,356,145 1.46 Circulating Unknown B-share
ZHONGXIN CAPITAL SECURITIES CO.,LTD. Unknown 15,227,715 1.04 Circulating Unknown B-share

Unit: share

TOP RESPECT GROUP LIMITED Unknown 13,500,000 0.92 Circulating Unknown B-share
SUNHUNGKAIINVESTMENTSERVICES LTD-CUSTOMERS A/C Unknown 12,405,872 0.85 Circulating Unknown B-share
KGI ASIA LIMITED Unknown 10,329,775 0.71 Circulating Unknown B-share
Particulars about shares held by the top ten shareholders of circulation share
Full name of Shareholders Number of circulation shares held at the Type (A-share, B-share, H-share and
period-end other)
FIELDS PACIFIC LIMITED 90,000,000 B
GUOTAIJUNANSECURITIESHONG 64,288,077 B
KONG LIMITED
SHANGHAI (HONG KONG) WANGUO 44,473,293 B
SECURITIES
BANK OF CHINA GROUP SECURITIES 21,356,145 B
LIMITED
ZHONGXIN CAPITAL SECURITIES CO., 15,277,715 B
LTD.
TOP RESPECT GROUP LIMITED 13,500,000 B
SUNHUNGKAIINVESTMENT 12,405,872 B
SERVICES LTD-USTOMERS A/C
KGI ASIA LIMITED 10,329,775 B
MERRILL LYNCH INTERNATIONAL 9,167,914 B
HUAZHI CO., LTD. 7,606,000 B
Explanation on associated relationship The Company has no idea on whether there exists associated relationship among the
among the top ten shareholders aforesaid shareholders.
Explanation on the appointed period of Shareholders' name Appointed period of holding share
holding shares which strategic investor FIELDS PACIFIC LIMITED Three month
or general legal person participates in GUOTAI JUNAN SECURITIES HONG KONG Three month
the allotment of new shares LIMITED
SHANGHAI(HONGKONG)WANGUO Three month
SECURITIES
TOP RESPECT GROUP LIMITED Three month
SUN HUNG KAI INVESTMENT SERVICES Three month
LTD-USTOMERS A/C
HUAZHI CO., LTD. Three month

Note: The above shareholding of B share-Placing has been listed on Shenzhen Stock Exchange on April 16,2004.

3.3 Particulars about change in controlling shareholder and actual controller of the Company

Applicable Inapplicable

§4. Particulars about Directors, Supervisors and Senior Executives

4.1 Particulars about changes in shares held by directors, supervisors and senior executives

Applicable Inapplicable

Unit: share
Amount at the Amount at the Reason for change
Name Office title period-begin period-end
Chairman of the Board, Chairman of Transferringcapital
Wang Dongsheng Executive Committee, CEO 7,800 11,700 reserve into share capital
Transferringcapital
Jiang Yukun Vice Chairman of the Board 4,680 7,020 reserve into share capital
Transferringcapital
Liang Xinqing Executive Director, President, COO 3,120 4,680 reserve into share capital
Cui Bingdou Executive Director, 0 0
Executive Vice-president
Xuan Jiansheng Executive Director, 0 0
Executive Vice-president
Chen Yanshun Executive Director, 0 0
Executive Vice-president
Zhao Caiyong Director 7,800 Transferringcapital
11,700 reserve into share capital
Tai Zhonghe Independent Director 0 0
Xie Zhihua Independent Director 0 0
Zhang Baizhe Independent Director 0 0
Li Zhaojie Independent Director 0 0
Xia Zhenzhi Convener of the Supervisory Committee 500 750 Transferringcapital
reserve into share capital
Mu Chengyuan Supervisor 780 1,170 Transferringcapital
reserve into share capital
Yang Anle Supervisor 0 0
Xu Yan Employee Supervisor 4,680 7,020 Transferringcapital
reserve into share capital
Cao Hong Employee Supervisor 1,560 2,340 Transferringcapital
reserve into share capital
Wang Yanjun CFO, Secretary of the Board 3,120 4,680 Transferringcapital
reserve into share capital
Song Ying Vice-president 7,800 11,700 Transferringcapital
reserve into share capital
Ren Jianchang Vice-president 0 0
Han Guojian Vice-president 3,120 4,680 Transferringcapital
reserve into share capital
Liu Xiaodong Vice-president 0 0
Wang Jiaheng Vice-president 0 0

§5. Discussion and Analysis of the Management

5.1 Statement of main operations classified according to industries

Unit: RMB'0000

Industries Income Cost of Gross Increase/decrease Increase/decrease Increase/decrease
from main main profit in income from in cost of main in gross profit ratio
operations operations ratio main operations operations over the over the same
(%) over the same same period of last period of last year
period of last year year (%) (%)
(%)
Manufacture of
electronic 623,421.2 516,751.5 17.11 32.70 31.53 4.46
appliances
Including:
related 103,129.75 85,432.22 17.16 1,919.78 1,479.15 388.40
transactions
Products Incomefrom mainoperations Cost ofmainoperations Grossprofitratio(%) Increase/decreasein income frommain operationsover the sameperiod of last year(%) Increase/decreasein cost of mainoperations over thesame period of lastyear (%) Increase/decreasein gross profit ratioover the sameperiod of last year(%)
Businessofmonitorterminalproducts 198,219.2 187,639.56 5.34 81.55 86.16 -30.48
BusinessofTFT-LCD 262,544.7 188,833.59 28.08 7.13 -2.97 37.93
Businessofsmall-sizeddisplay devices 132,675.3 117,283.4 11.60 39.38 30.71 -20.71
Otherbusinesses 29,982.07 4,545.12 84.84 47.21 -70.65 254.09
Including:relatedtransactions 103,129.75 85,432.22 17.16 1,919.78 1,479.15 388.40
Pricingrulesforrelatedtransactions Prices of products sold by the Group to the related parties are based on market prices and the pricesstipulated by the controlling company are near to the market prices.

Including: total amount of related transactions that the listed company sold products to its controlling shareholder and subsidiaries was RMB 0.00 in the report period.

5.2 Particulars about main operations classified according to areas

Unit: RMB'0000

Areas Income from main operations Increase/decrease in income
from main operations over the
same period of last year (%)
China 2620120 35.13
Other countries in Asia 2,213,013 13.08
Europe 864,681 2926.01
America 536,398 -30.64

5.3 Other operations affecting material influence on net profit Applicable Inapplicable

5.4 Operation of share-holding companies (applicable to the situation where investment earnings takes over 10% of its net profit) Applicable Inapplicable

Unit: RMB'0000

Name of shareholding company Top Victory Technology Co., Ltd.
Investment earnings contributed in theperiod 13,216.18
Proportion in net profit of the listedcompany 25.36%
Shareholding Business scope Mainly engaged in manufacture, design and sales of
company various kinds of computer monitors. Main products
are CRT monitor, LCD, PDP monitor. It is the
second largest supplier of monitor all over the
world.
Net profit 51,781.28

5.5 Explanation on reasons of material changes in main operations and its structure Applicable Inapplicable

5.6 Explanation on reasons of material changes in profitability capability of main operations (gross profit ratio) than that in the last year

Applicable Inapplicable

(1) Decrease in gross profit ratio of monitor terminal product business was due to increase in production cost caused from increase in price of TFT-LCD.

(2) Increase in gross profit ratio of TFT-LCD business was due to increase in price of TFT-LCD influenced by relationships between demand and supply.

(3) Decrease in gross profit ratio of small-sized display devices was due to increase in inventories of Mono-color STN-LCD due to substituting CSTN-LCD for Mono-color STN-LCD.

5.7 Analysis to reasons of material changes in profit structure compared with the previous year

Applicable Inapplicable

The company accomplished the share-purchase of TPV in Dec. 2003. Increase in profit from investment was due to business scale-up of TPV.

5.8 Application of the raised proceeds

5.8.1 Use of the raised proceeds

Applicable Inapplicable

Unit: RMB'0000

Total amount of raised 204,816.00 Total 204,816.00 Totalamountof 204,816.00
proceeds amountof raisedproceeds
raised used
proceeds accumulatively
used in the
report year
Committed projects Planned Change Actual Accrued amount of Compliance with
amount of projects or amount of earnings planned progress
input not input and estimated
earnings or not
RefundingbankloanamountingtoUSD90millioncausedbypurchaseofTFT-LCD 74,430.00 No 74,430.00 0.00 Yes
business from HYDIS
InvestingUSD22.35million in TFT Colored 18,483.00 No 18,483.00 0.00 Yes
Crystal Display Module
project
Refundingbankloan 70,295.00 No 70,295.00 0.00 Yes
amountingtoUSD85
million from purchase of
partialequityofTop
Victory Technology Co.,
Ltd.
Refundingbankloan 41,608.00 No 41,608.00 0.00 Yes
amountingtoRMB
416.08 million
Total 204,816.00 - 204,816.00 0.00 -
Explanationonnot Inapplicable
reaching planned progress
and earnings (In detailed
projects)
Explanationonreasons Inapplicable
and procedures of change
(In detailed projects)

5.8.2 Particulars about the changed projects Applicable Inapplicable

5.9 Plan of the Board on amending the business plan in the second half of the year Applicable Inapplicable

5.10 Estimation on accumulative net profit from the beginning of the year to the end of next report period to be loss probably or the warning of its material change compared with the corresponding period of the last year and explanation on reason

Applicable Inapplicable

5.11 Explanation of the Management on "Qualified Opinion" from the Certified Public Accountants in the report period

Applicable Inapplicable

5.12 Explanation of the Management on changes and disposal of the issues involved in "Qualified Opinion" from the Certified Public Accountants in the last year Applicable Inapplicable

§6. Significant Events

6.1 Acquisition and sales of assets and assets restructure

6.1.1 Assets acquired Applicable Inapplicable

6.1.2 Assets sold

Applicable Inapplicable

Unit: RMB'0000

The other party of Date of sales Transaction Net profit of Gains/losses Related transactions
the transaction and price the sold assets arising from or not (if yes,
assets sold contributed to the sales explaining the
the listed pricing rules)
company from
year-beginning
to the date of
sales
Equity of Beijing Jan. 9, 2004 6,240.00 0.00 3,030.44 Thetransaction
Matsushita price is confirmed
Lighting Co., Ltd. basedonassets
valueafter
evaluated.

6.1.3 Progress of these events and its influence on the operating results and financial status in the report period after the report on assets restructure or public notice on acquisition and sales of assets being published

Applicable Inapplicable The registration procedures of changes that the Company transferred 30% equity of Beijing Matsushita Lighting Co., Ltd. to Japan Matsushita Electric Appliances Industrial Co., Ltd. have been accomplished which impact little importance on the company.

6.2 Guarantees

Applicable Inapplicable
Unit: RMB'0000
Name of objects Date of Amount of Type of Term of Finish Guarantee
guaranteed happening guarantee guarantee guarantee implementation for related
(date of or not parties or
agreement not (yes or
signing) no)
Shaoxing TongliTool Co., Ltd. May 17,2004 200.00 Guaranteeof joint andseveral May 17, 2004 –Oct. 16, 2004 No No
liability
BeijingMunicipalCommunication"All-in-oneCard" Co., Ltd. Jan. 29,2003 450.00 Guaranteeof joint andseveralliability Jan. 29, 2003 –Apr. 22, 2006 No No
Total amount of guarantees 650.00
Including: total balance of related guarantees 450
Total illegal guarantees 0.00
Proportion of total guarantees in net assets of 11.90
the Company
Total guarantees provided by the listedcompany to its controlling subsidiaries 62,139.61

6.3 Current related credits and liabilities Applicable Inapplicable

Unit: RMB'0000
Funds provided to related Funds provided by related
Related parties parties to the Company
Related parties relationship Balance atDebitperiod-end Balance at
Credit period-end
Top Victory Technology Others 98,733.31 98,733.31 8,523.70 8,523.70
Co., Ltd.
Beijing Matsushita Color Others 4,396.44 4,396.44 0.00 0.00
CRT Co., Ltd.
BeijingNittan Others 0.00 0.00 103.67 103.67
Electronics Co., Ltd.
BeijingOrientMosler Others 0.00 0.00 20.00 20.00
IntelligenceTechnology
Co., Ltd.
Total 103,129.75 103,129.75 8,647.37 8,647.37

Including: amount and balance of capital provided by the listed company to the controlling shareholder and its subsidiaries was RMB 1,778,900 and RMB 3,223,900 respectively in the report period.

6.4 Material lawsuits and arbitrations

Applicable Inapplicable

Controlling subsidiary of the Company, BOE-Hydis Technology Co., Ltd. received the notification from TFT-LCD related industry, which announced some of their patent were pirated and they asked for using expenses of privileges which were disclosed in Annual Report 2003. The Board believed that the investigation of the matter was still in progress. Presently it's hard to evaluate the potential result of lawsuit. Therefore, in the consolidated statements, the Company didn't withdraw any reserve for the contingent liabilities resulted from it.

6.5 Other significant events and explanation on analysis to their influences and solutions

Applicable Inapplicable

(I) Change in share equity structure of Beijing BOE Investment Development Co., Ltd. (hereinafter referred to as BOE Investment), the first largest shareholder of the Company. BOE Investment was the debt to equity company based on assets reorganization of former Beijing Telecommunication Apparatus Factory, invested and set up by Beijing Electronics Holding Company and China Huarong Assets Management Corporation in Dec., 2000 with holding proportion respectively 56.25% and 43.75%. China Huarong Assets Management Corporation retreated from BOE Investment through selling share equity of Beijing BOE Investment Development Co., Ltd. according to debt to equity policies. According to the need of the Company on propelling state-owned enterprise reform policies and enterprise development, BOE Investment implemented assets restructure according to market principles. Now China Huarong Asset Management Corporation has sold 43.75% equity of BOE Investment and Beijing Intelligent Science and Technology Development Co., Ltd. has held this equity.

To establish encouragement mechanism platform with competitive edge, partial key management technology members working for BOE Group, embodying all key management technology members, invested and set up Beijing Intelligence Kechuang Technology Development Co., Ltd., which was assigned 43.75% share equity of Beijing BOE Investment Development Co., Ltd. sold by China Huarong Assets Management Corporation.

After changes in shareholders' structure, Beijing Electronics Holding Company still holds 56.25% equity of BOE Investment, keeping the controlling position to BOE Investment while Beijing Intelligent Science and Technology Development Co., Ltd. holds 43.75% equity of BOE Investment, becoming the second largest shareholder of BOE Investment.

(II) On Dec. 31, 2003, the Company accomplished purchase of 26.36% share equity of Top Victory Technology Co., Ltd.(totaled 356,033,783 shares), and became the first principal shareholder of Top Victory Technology Co., Ltd.. In the report period, Top Victory Technology Co., Ltd. implemented the purchasing share equity plan. Because the person holding purchasing right exercised purchasing right and purchased shares totaled 44,164,000 shares. The total share capital of Top Victory Technology Co., Ltd. increased from 1,350,773,264 shares in the period beginning to 1, 394,937,264 shares in the period end. Therefore, the number of shares of Top Victory Technology Co., Ltd. held by the Company remained the same, but the proportion of holding shares decreased from 26.36% to 25.52%. The Company stilled kept the first principal shareholder.

(III) According to Notification of JFG [2004] No. 1314 Document promulgated by Beijing Municipal Commission of Development and Reform on Jul. 7, 2004, the 5th Thin Film Transistor-Liquid Crystal Display Project, which the Company invested and constructed, was approved by the State Council and National Development and Reform Commission (FGGJ[2004] No. 1258 Document). The total investment of the project was USD 1249 million, which the subsidiary of the Company, Beijing BOE Photoelectron Technology Co., Ltd. invested and constructed. As approved by Ministry of Commerce of the People's Republic of China (approval document)SZP[2004] No. 1107 Document) Ministry of Commerce's Reply on Approving Beijing BOE Photoelectron Technology Co., Ltd. Increasing Investment and Changing Operating Scope, the Company obtained SWWZZSZ[2004] No. 0189 Approving Certificate of PRC Foreign Enterprise Investing Enterprise and QHJZZ No. 018476 Enterprise Legal Person Operating License, and the registered capital of Beijing BOE Photoelectron Technology Co., Ltd. increased from USD 2,980 to USD 500 million. Up to now, the investment and construction of the project was implemented as formerly scheduled, and The registered capital of Beijing BOE Photoelectron Technology Co., Ltd. was available and bank group loan was in the submission to be replied in line with the procedures; The construction of the 5th generation TFT-LCD assembly line factory structure and clean workshop has been accomplished. Now the Company planned to install production equipment in the beginning of September, 2004; the progress of the 5th generation TFT-LCD assembly line putting into production on the 1st quarter of 2005 would not change.

( ) According to preceding contract, Beijing Ecnomics Technology development zone entrusted the BoeOT, which is the subsidiary of Boe, to structure the workshop for Beijing 5G TFT-LCD Fab. But now the parties relieve from the contract and the Beijing Electronics Holding Ltd guarantees that the Boe and Boeot will repay the fund invested by Beijing Ecnomics Technology development Zone.,which is about RMB350million.

§7. Financial Report

7.1 Auditing opinion

Financial Report Unaudited Audited
Auditing opinion Unqualified Qualified Unaudited
Full text of auditing opinion

7.2 Income statement of comparative consolidation and parent company

Income Statement (Domestic)

Prepared by BOE Technology Group Co., Ltd.

Unit: RMB000

BOE TECHNOLOGY GROUP CO., LTD.
CONSOLIDATED INCOME STATEMENT FOR SIX MONTH ENDED 30 JUNE 2004
(all amounts in RMB thousands) ENDED 30 JUNE
2004 2003
Sales 6,234,212 4,697,949
Cost of sales (5,167,515) (3,928,514)
Gross profit 1,066,697 769,435
Other operating income 24,215 20,404
Distribution costs (128,362) (131,500)
Administrative expenses (517,911) (305,056)
Other operating expenses (22,706) (1,850)
Profit from operations 421,933 351,433
Finance costs - net (36,317) (154,475)
Group profit before tax 385,616 196,958
Available-for-sale investments 7,021 -
Share of result of associates before tax 244,136 6,452
Profit before tax 636,773 203,410

7.3 Notes to financial report

7.3.1 Compared with the latest annual report period, there was no change in accounting policies and accounting estimates and correction in accounting errors in the report period.

7.3.2 Compared with the latest annual report, explanation on material changes in consolidated scope in the report period

Beijing BOE YAMATO Photoelectron Co., Ltd. was pending for clearing and assets of Beijing BOE Digital Technology Co., Ltd. has been sold, therefore, they were not listed in the consolidated scope of accounting statements in the report period.

7.3.3 List notes related to the involved issues if the Company is issued a qualified opinion

□Applicable √Inapplicable

Board of Directors of BOE Technology Group Co., Ltd. Aug. 27, 2004