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BOE TECHNOLOGY GROUP CO., LTD Interim / Quarterly Report 2005

Aug 26, 2005

53782_rns_2005-08-26_905addc8-c9af-4b64-a7bd-de2268450161.PDF

Interim / Quarterly Report

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BOE Semi-Annual Report 2005

BOE TECHNOLOGY GROUP CO., LTD.

SEMI-ANNUAL REPORT 2005

(Overseas Version)

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

Aug. 24, 2005

BOE Semi-Annual Report 2005

Contents

SECTION I. IMPORTANT NOTICE--------------------------------------------------------

SECTION II. COMPANY PROFILE----------------------------------------------------------

SECTION III. CHANGES IN SHARE CAPITAL AND PARTICULARS ABOUT SHARES HELD BY MAJOR SHAREHOLDERS------------------------------------------

SECTION IV. PARTICULARS ABOUT DIRECTORS, SUPERVISORS AND SENIOR EXECUTIVES-----------------------------------------------------------------------

SECTION V. MANAGEMENT DISCUSSION AND ANALYSIS ----------------------

SECTION VI. SIGNIFICANT EVENTS-----------------------------------------------------

SECTION VII. FINANCIAL REPORT (UNAUDITED)-----------------------------------

SECTION VIII. DOCUMENTS AVAILABLE FOR REFERENCE-----------------------

BOE Semi-Annual Report 2005

SECTION I. IMPORTANT NOTICE

The Board of Directors of BOE Technology Group Co., Ltd. (hereinafter referred to as the Company) and all its directors, hereby assure that there are no false records, misleading statements or significant omissions in this report, and they would individually and jointly take responsibility forthe authenticity, accuracy and completeness of the contents.

Independent Director of the Company, Mr. Zhang Baizhe entrusted Independent Director Mr. Li Zhaojie to vote on his behalf. Director Mr. Xuan Jiansheng didn’t attend the Board meeting due to being on business trip.

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

This semi-annual report 2005 of the Company has been compiled in accordance with the international accounting standards, and has not been audited.

BOE Semi-Annual Report 2005

SECTION 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: 10 Jiuxianqiao Road, Chaoyang, Beijing

  • Office Address: 10 Jiuxianqiao Road, Chaoyang, Beijing

  • Postcode: 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: Chen Yanshun

  • Securities Affairs Representative: Zhong Huifeng

  • Tel.: 010 – 64366264 64318888 ext.

  • Fax: 010 – 64366264

  • E-mail: [email protected], [email protected]

Contact Address: 10 Jiuxianqiao Road, Chaoyang, Beijing

  1. Place Where the Semi-annual Report is Prepared and Placed: Capital & Security Dept

  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: Securities Times, China Securities Journal, Shaihai Securities News, and Hong Kong Ta Kung Pao

BOE Semi-Annual Report 2005

II. Financial Highlights:

Table 1 Unit: RMB’000

II. Financial Highlights:
Table 1
Unit: RMB’000
Item Jun. 30, 2005 Dec. 31, 2004 Increase/decrease at the end
of the report period
compared with that at
year-begin(%)
Current assets 8,896,661 5,347,942 66.36
Current liabilities 8,058,432 8,745,572 -7.86
Total assets 24,089,003 18,106,758 33.04
Shareholders’ equity (excluding
minorityinterests)
4,304,616 5,154,384 -16.49
Net
assets
per
share
(RMB/share)
2.94 3.52 -16.48

Table 2 Unit: RMB’000

Table 2 Unit: RMB’000
Item Jan. – Jun. 2005 Jan. – Jun. 2004 Increase/decrease in the
report period year-on-year
(%)
Netprofit -965,736 520,519 -285.53
Earningsper share -0.66 0.36 -283.33
Earningsper share(Note 2) -0.44 - -
Return on equity (%) -22.43 9.98 -324.75
Net cash flow from operating
activities
-414,864 218,020 -290.29

Notes:

  1. The aforesaid diluted datas for the first half of 2004, the full year of 2004 and the first half of 2005 have all been calculated with the total share capital of 1,463,797,200 shares at the end of the relevant periods.

  2. By the disclosing day of this report, it has been calculated with the total share capital of 2,195,695,800.

  3. Difference of net profit calculated under CAS and IAS:

Unit: RMB’000

capital of 2,195,695,800.
3. Difference of net profit calculated under CAS and IAS:

Unit:
RMB’000
Net assets Netprofit
Balance of consolidated accounting statement under enterprise
accountingsystem
4,006,925 -988,746
Difference resulted from new goodwill amortization method
under new code
102,633 15,831
addingstaff bonus and welfare funds into G&A expenses - -910
Government subsidy -3,014 -
Capitalization on R&D expenses 185,028 12,555
Capitalization on interests 14,201 -4,466
others -1,157 -

BOE Semi-Annual Report 2005

Balance after adjustment under IRS 4,304,616 -965,736

SECTION III. CHANGES IN SHARE CAPITAL AND PARTICULARS

ABOUT SHARES HELD BY MAJOR SHAREHOLDERS

I.Tthe Company’s share capital structure remained unchanged in the reporting period:

Unit: share

Before the
change
Increase/decrease of this time (+, - ) Increase/decrease of this time (+, - ) Increase/decrease of this time (+, - ) After the
change
Rationed
shares
Stock
divident
follow-on
offering
Capitalization
of capital
reserves
Others Subtotal
I. Unlisted shares
1. Sponsor’s shares
Including:
State-owned shares
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
590452200
6435000
596887200
123210000
743700000
866910000
590452200
6435000
596887200
123210000
743700000
866910000
III. Total shares 1463797200 1463797200

Notes: approved by the 1[st] Emergent General Meeting of the 2005 (Jul. 5, 2005), the Company would carry out the plan of transferring capital reserves into share capital at a ratio of 5 shares for each 10 old shares, with the total share capital of 1,463,797,200 shares on Dec. 31, 2004 as the base number. On Jul. 19, 2005, the Company carried out the plan of granting 5 shares transferred from the capital reserves for each 10 shares to all the shareholders. After this capital reserve transferring into share capital, the total share capital of the Company increased up to 2,195,695,800 shares from the original 1,463,797,200 shares.

BOE Semi-Annual Report 2005

II. the Company had totally 67,052 shareholders as of June 30, 2005, including 30,732 shareholders of B-share.

III. Particulars about the top ten shareholders as of June 30, 2005,

No
Name of shareholder
Shares held
at the
period-end
(share)
Proportion Increase/
Decrease in
this report
period (share)
Nature of equity Pledged, frozen or
in custody
1 BEIJING BOE INVESTMENT AND
DEVELOPMENT CO., LTD
525706200 35.91% 0 State-owned legal
person share
Naught
2 FIELDS PACIFIC LIMITED 90000000 6.15% 0 B-share Unknown
3 BEIJING DONGDIAN INDUSTRIAL
DEVELOPMENT COMPANY
60066000 4.10% 0 State-owned legal
person share
Naught
4 BOCI SECURITIES LIMITED 24213945 1.65% Unknown B-share Unknown
5 EMERGING
MARKETS
GROWTH
FUND INC
22369968 1.53% Unknown B-share Unknown
6 SHANGHAI
(HONG
KONG)
WANGUO SECURITIES
21743000 1.49% Unknown B-share Unknown
7 TOP RESPECT GROUP LIMITED 13500000 0.92% Unknown B-share Unknown
8 GUOTAI JUNAN SECURITIES HONG
KONG LIMITED
12538527 0.86% Unknown B-share Unknown
9 BONY-DREYFUS
PIFI-DREYFUS
PREMIER GREATER CHINA
11038831 0.75% Unknown B-share Unknown
10 CAPITAL
INTERNATIONAL
EMERGING MARKETS FUND
9099950 0.62% Unknown B-share Unknown

Notes: In the report period, the controlling shareholder of the Company is still Beijing BOE Investment & Development Co., Ltd.. Beijing Electronics Holding Company Limited, Beijing Intelligence Technology Development Co., Ltd. and Nippon Marubeni Corporation respectively holds 56.25%, 33.75% and 10% equity of Beijing BOE Investment & Development Co., Ltd., so Beijing Electronics Holding Company Limited is the actual controller of the Company. Beijing Dongdian Industrial Development Company is a wholly owned subsidiary of Beijing Electronics Holding Company Limited, thus, there exists associated relationship between Beijing BOE Investment & Development Co., Ltd. and Beijing Dongdian Industrial Development Company.

IV. Particulars about the top ten shareholders of listed shares as of June 30, 2005

Name of shareholders listed shares held at
the period-end
(share)
Proportion Type of shares
(A-share, B-share,
H-share and other)
1 FIELDS PACIFIC LIMITED 90000000 6.15% B
2 BOCI SECURITIES LIMITED 24213945 1.65% B
3 EMERGING
MARKETS
GROWTH
22369968 1.53% B

BOE Semi-Annual Report 2005

FUND INC
4 SHANGHAI (HONG KONG) WANGUO
SECURITIES
21743000 1.49% B
5 TOP RESPECT GROUP LIMITED 13500000 0.92% B
6 GUOTAI JUNAN SECURITIES HONG
KONG LIMITED
12538527 0.86% B
7 BONY-DREYFUS
PIFI-DREYFUS
PREMIER GREATER CHINA
11038831 0.75% B
8 CAPITAL
INTERNATIONAL
EMERGING MARKETS FUND
9099950 0.62% B
9 SUN
HUNG
KAI
INVESTMENT
SERVICES LTD-CUSTOMERS A/C
6972863 0.476% B
10 CITIC CAPITAL SECURITIES LIMITED 6959499 0.475% B

Note: The Company has no idea on whether there exists associated relationship among the aforesaid shareholders.

SECTION IV. PARTICULARS ABOUT DIRECTORS, SUPERVISORS

AND SENIOR EXECUTIVES

(I) Statement of change in the Company’s shares held by directors, supervisors and senior executives in the report period:

Name Post Number of share held (share) Number of share held (share) Number of share held (share)
Share held at the
period-begin
Share held at the
period-end
Share held on the
disclosure day of
this report
Wang Dongsheng Chairman of the Board, Chairman of
Executive Committee, CEO
11700 11700 17550
Jiang Yukun Vice Chairman of the Board 7020 7020 10530
Liang Xinqing Executive Director, President, COO 4680 4680 7020
Cui Bingdou Executive Director,
Executive Vice-president
0 0 249600
Xuan Jiansheng Executive Director,
Executive Vice-president
0 0 0
Chen Yanshun Executive Director,
Executive Vice-president, Secretary of the
Board
0 0 0
Zhao Caiyong Director 11700 11700 17550
Tai Zhonghe Independent Director 0 0 0
Xie Zhihua Independent Director 0 0 0
Zhang Baizhe Independent Director 0 0 0
Li Zhaojie Independent Director 0 0 0
Xia Zhenzhi Convener of the Supervisory Committee 750 750 1125

BOE Semi-Annual Report 2005

Mu Chengyuan Supervisor 1170 1170 1755
Yang Anle Supervisor 0 0 0
Xu Yan Employee Supervisor 7020 7020 10530
Song Ying Vice-president 11700 11700 17550
Wang Yanjun CFO 4680 4680 7020
Cao Hong Vice-president, Investment Management
Officer
2340 2340 3510
Ren Jianchang Vice-president 0 0 0
Han Guojian Vice-president 4680 4680 7020
Liu Xiaodong Vice-president 0 0 0
Wang Jiaheng Vice-president 0 0 0
Feng Weidong Vice-president 0 0 0
Su Zhiwen Auditor general 0 0 0

Notes:

  1. Approved by the 1[st] provisional Shareholders’ General Meeting of the year 2005 (Jul. 5, 2005), the Company would carry out the plan of transferring capital reserves into share capital at the proportion of granting 5 shares for each 10 shares, with the total share capital of 1,463,797,200 shares on Dec. 31, 2004 as the base number. On Jul. 19, 2005, the Company carried out the plan of granting 5 shares transferred from the capital reserves for each 10 shares to all the shareholders. Shares held by the directors, supervisors and senior executives also increased correspondingly.

  2. Executive director and concurrently vice president of the Company Mr. Cui Bingdou bought in 249,600 BOE B shares (including bonus shares) during Jul. 11, 2005 and Aug. 5, 2005. The China Securities Depository and Clearing Corporation Limited have frozen the stocks bought according to relevant regulations.

II. Particulars about changes in directors, supervisors and senior executives

On Apr. 25, 2005, approved by the 9[th] meeting of the 4[th] Board of the Company, CFO Mr. Wang Yanjun would stop being the secretary of the Board, while director Mr. Chen Yanshun was appointed as the vice president and secretary of the Board of the Company as nominated by the Chairman of the Board and concurrently CEO Mr. Wang Dongsheng and examined and inspected by the “Nomination, Remuneration, and Auditing Committee” of the Board. Mr. Cao Hong was appointed as vice president and investment management officer.

Since Mr. Cao Hong was appointed as vice president and investment management officer of the Company, he has resigned from the post of employee supervisor. On Aug. 8, 2005, approved by the presidium joint meeting of the Workers’ Conference, supervisor Mr. Yang Anle was elected as employee supervisor of the Company.

SECTION V. MANAGEMENT DISCUSSION AND ANALYSISI.

Overall operation in the report period

Influenced by its cyclic fluctuation, the TFT-LCD industry was at its low during the report period, which had affected the operation of the Company greatly. During the

BOE Semi-Annual Report 2005

period from January to June 2005, the Company realized a sales iof 4,321,711,000RMB, a decrease of 30.68% year-on-year; a gross profit of -275,055,000RMB, a decrease of 125.79% year-on-year; a net profit of -965,736,000RMB, a decrease of 285.53% year-on-year. Main reasons for the decrease of net profit include: ① Due to low market price and adjustment of the product mix, the South Korean subsidiary BOE Hydis Technology Co., Ltd (hereinafter referred to as “BOE Hydis”) posted a loss of RMB -902,800,000; ② The 5[th] generation production line of Beijing BOE Optoelectronics Technology Co., Ltd (hereinafter referred to as “BOE Optoelectronics”) has been ramping up. That, along with the low market price, has caused a loss of BOE Optoelectronics amounting to RMB 72,190,000; ③ South Korea located Associated company Hyundai LCD Inc. (hereinafter referred to as “HyLCD”) had posted loss, resulting in the investment loss of the Company amounting to RMB 54,550,000; ④ Financial expenses amounted to RMB175,190,000.

In the report period, the shipment of TFT-LCD totalled 1,843,400pieces (including 1,001,400pieces of 17” TFT-LCD); the STN-LCD business realized a sales volume of 2,097,000pieces; VFD business realized a sales volume of 8,400,000pieces; monitors shipment totalled 1,703,000 (including 667,000 LCDs); CRT, manufactured by joint venture between Panasonic and the Company, realized a sales volume of 4,507,000.

II. Analysis on operating results and financial status in the report period

  1. Scope of major operations

The Company is positioned in the industry of electric information, and focuses on the businesses of design, research, development, production, sales and service of display products. There are 7 main business units, all maintaining the leading position in their own walks either domestically or internationally. Details of them are as follows: ① TFT-LCD business, the largest manufacturer domestically, while the 9[th] largest worldwide; ② Monitors/flat TVs, including CRT monitor, TFT-LCD monitor, TFT-LCD TV, PDP TV, etc; ③ Portable display system business, with products including STN-LCD and OLED, etc; ④ Display for customer-specific application, including VFD, LED, and so on. The production and sales volumes of VFD are 1[st ] in China, and 3[rd] in the world; ⑤ CRT business, manufactured by JV between the Company and Panasonic, the 2[nd] largest CRT manufacturer; ⑥ Precision electronic parts and materials business. The sales volumes of precision electronic parts and materials pertaining to display are mostly at the front either domestically or internationally; ⑦ Digital products and display application system concerning display, etc.

Through strategies of internationalization, cultivation of core competitive ability, etc, the Company is growing to be the leading company in the global display area, having 5 R&D centers and 6 production bases in Beijing, Gyeonggido Icheon of South Korea, and so on, and more than 3 thousand patents, and sales and service systems covering the main regions of the World.

BOE Semi-Annual Report 2005

2. Composition of sales

(1) Sales by products Unit: RMB’000

Products Sales Sales cost Gross
profit
ratio
Increase/decrease
in sales income
over the same
period of last
year
Increase/decrease
in sales cost over
the same period
of last year
Increase/decrease
in gross profit
ratio over the
same period of
lastyear
Business
of
monitor
terminal
products
1,922,554 1,839,447 4.32 -3.01 -1.97 -19.10
Business
of
TFT-LCD
2,420,205 2,911,717 -20.31 -31.61 3.92 -197.50
Business
of
small-sized
display
devices
321,297 263,029 18.14 -80.87 -82.76 98.03
Other
businesses
418,763 333,424 20.38 23.76 45.37 -36.75
inter-company
elimination
-761,108 -750,851 - - - -
Total 4,321,711 4,596,766 -6.36 -30.68 -11.04 -137.17

Total sales to top five customers were RMB 1,691,052,710.62 (from January to June 2004: RMB 1,496,931,285.32), representing 39.13% of total sales of the Company (from January to June 2004: 23.99%).

(2) Sales by geographical areas Unit: RMB’000

Areas Sales income Increase/decrease in sales
income over the same period
of lastyear
Domestic sales 2,105,931 -19.83
Export
--Asia 1,644,147 -25.48
--Europe 86,847 -89.96
--America 484,785 -9.62

3. Brief analysis on financial position

(1) Changes in financial position and operating results in the report period Table I

Unit: RMB’000

Financial indexes Jan.-Jun. 2005 Jan.-Jun. 2004 Increase/decrease
margin

BOE Semi-Annual Report 2005

Sales 4,321,711 6,234,212 -30.68
Gross profit -275,055 1,066,697 -125.79
Net profit -965,736 520,519 285.53
changes in cash and
cash equivalents
2,958,872 739,110 300.33

Table II

Unit: RMB’000

Financial indexes Jun. 30, 2005 Dec. 31, 2004 Increase/decrease
margin
Total assets 24,089,003 18,106,758 33.04
Fixed assets 12,500,592 10,118,211 23.55
Inventories 1,389,381 1,127,066 23.27
Current liabilities 8,058,432 8,745,572 -7.86
Shareholders’ equity 4,304,616 5,154,384 -16.49

Reasons for the decrease of sales, gross profit and net profit: (1) the company has not consolidated HyLCD any longer, resulting in decreased consolidated sales; (2) due to the periodic fluctuation of the TFT-LCD industry, the product prices of core businesses have decreased, resulting in the lover gross profit level;

Reasons for the increase of total assets: the subsidiary of the Company BOE Optoelectronics got bank loans, and the South Korean subsidiary BOE Hydis issued bonds;

Reasons for the increase of net fixed assets: Construction in progress of BOE Optoelectronics, a subsidiary of the Company, has been transferred into fixed assets; Reasons for the increase of inventories: inventories of BOE Optoelectronics, a subsidiary of the Company, have increased;

Reasons for the decrease of shareholders’ equity: this has been caused by loss in the report period.

(2) Changes in accounting policies and accounting estimates or correction to material accounting errors

In the report period, the company has made some adjustment according to IRS Rules No. 3 “Consolidation”

  1. Explanation on changes in profitability of major operations (gross profit ratio)

(1) Decrease of gross profit ratio of monitor terminal product business was due to the downfall of product price.

(2) Decrease of gross profit ratio of TFT-LCD business was due to the price downfall of TFT-LCD and adjustment of product mix.

(3) Gross margin ration of the small-size display device business improves because the HyLCD has no longer been consolidated.

  1. In the report period, there were no other operations with material impact on the

BOE Semi-Annual Report 2005

profits of the Company.

6. Problems and difficulties arising out of the operation

Influenced by its periodic fluctuation, the TFT-LCD business has been at its low since the lower half year of 2004, and this situation remained the same during the 1[st] quarter of 2005. Although the price has begun to go up in the 2[nd] quarter of 2005, the market price still hovers at a relatively low level up to now. In the changed market environment, the Company has introduced the principle of “increasing income, controlling expense, refining management, and maximizing the efficiency of the organization”, so as to further enhance the management science and technical creativity, consolidate and expand customer base, accelerate the localization of the components supply, reduce costs, improve the yield ratet, increase the products’ add-value and increase the gross profit ratio of the businesses. Given the recovery of TFT-LCD business continues, with the joint efforts of the whole staff, the Company’s operation performance would improve gradually.

Production with 5[th] generation line of Beijing TFT-LCD goes so far so good, with a monthly output of over 45 thousand mother glasses and an average yield rate exceeding 90%.

III. Investments in the report period

  1. In the report period, there is no use of proceeds raised in the report period or before.

  2. Significant investments with non-raised proceeds

Unit: RMB ‘000

Projects Investment in
the report p
eriod
Accumulative
investment

Progress of the
project
Equipments for 5G 2519610 275972 Proceeding as pe
r plan
VFD production line improvements 4160 27326 Proceeding as pe
r the plan
Equity fund raising by Suzhou BOE
Chatani Electronics Co.,Ltd.

27920
2792
completed
Investment in Beijing BOE Chatani
Electronics Co.,Ltd.

37240
3724
completed
Investment in Beijing FinelCs Co.,
Ltd.

28970
2897
completed

IV. Explanation on the estimated loss during the period from January to September Although the global TFT-LCD market has gradually become stable, it is estimated that the accumulated net profit made from the beginning of the year to the end of the next report period would still benegative due to the excessively large margin of price downfall of TFT-LCD products. The Company could not make any estimation on the exact amount right now. Backed up by the recovery of the market and the implementation of the various measures adopted, the Company would strive to reduce

BOE Semi-Annual Report 2005

the loss amount as much as possible. It is suggested that investors watch out for investment risks.

SECTION VI. SIGNIFICANT EVENTS

I. Corporate governance

In accordance with the requirements of laws and regulations such as Company Law, Securities Law and Management Rules of Listed Companies, etc, the Company has been improving its management structure and normalizing operation, so as to promote the healthy development of the Company.

In the report period, modifications have made to relevant articles of the Articles of Association, Rules on Information Disclosure, Independent Director System, Detailed Implementation Rules of the Audit Committee of the Board, and Detailed Implementation Rules of the “Nomination, Remuneration and Auditing Committee” of the Board, and the Significant Information Inner Report System has been formulated.

II. Profit distribution plan for the year 2004 and its implementation

  1. Profit distribution plan for the year 2004: with the total share capital amounting to 1,463,797,200 shares on Dec. 31, 2004 as the base number, the Company would grant RMB 0.2 in cash (including tax) for each 10 shares to all the shareholders. Dividends for shareholders holding B shares would be distributed in Hong Kong dollar, and the translation would be conducted according to the middle price of HKD vs. RMB publicized by the People’s Bank of China on the first working day (Jun. 1, 2005) after this profit distribution plan approved by the Shareholders’ General Meeting 2004 of the Company, with the exchange rate being HKD 1 = RMB 1.0637.

  2. Implementation: the Company has published the Notice on the Implementation of the Dividends Distribution Plan 2004 of BOE Technology Group Co., Ltd in Securities Times, China Securities Journal, Shanghai Securities News and Hong Kong Ta Kung Pao on Jun. 20, 2005, and determined that the record date for A-share and the last trading date for B-share were all Jun. 27, 2005, while the ex dividend date was Jun. 28, 2004.

III. Plan of transferring capital reserves into share capital and its implementation

  1. Plan of transferring capital reserves into share capital: with the total share capital totaling 1,463,797,200 shares on Dec. 31, 2004 as the base number, 5 shares transferred from capital reserves would be granted for each 10 shares to all the shareholders.

  2. Implementation: the Company has published the Notice on the Implementation of Transferring Capital Reserves into Share Capital by BOE Technology Group Co., Ltd in Securities Times, China Securities Journal, Shanghai Securities News and Hong Kong Ta Kung Pao on Jul. 13, 2005, and decided that the record date for A-share and the last trading date for B-share would all be Jul. 18, 2005, while the ex dividend date Jul. 19, 2004.

BOE Semi-Annual Report 2005

IV. No profit would be distributed at the mid-term of 2005, nor would any capital reserves be transferred into share capital.

V. There were no new significant lawsuits or arbitrations in the report period.

VI. The Company made no significant purchases or disposal or reorganization of assets in the report period.

VII. Material related party transactions in the report period

The Shareholders’ General Meeting 2004 of the Company has approved the Proposal on the Regular Related Party Transaction of 2005, and its implementation in the report period is as follows:

Unit: RMB’0000

Classification of
related party
transaction
Related party Estimated total amount
of 2005
Amount of the report
period
Procurement
of
raw materials
Nippon
Marubeni
Corporation
180000 34862
Hyundai LCD Inc. 66000 11645
TPV TechnologyLimited 25000 12189
Sales of products TPV TechnologyLimited 350000 94809
Hyundai LCD Inc. 30000 5713
Beijing Matsushita Color
CRT Co., Ltd
9000 2863
Acceptance
of
labor service
TPV TechnologyLimited 6000 2472
Nippon
Marubeni
Corporation
310 387
Offer
of
labor
service
Beijing Matsushita Color
CRT Co., Ltd
900 363
Beijing Rishen Electronic
Precision Part Co., Ltd
450 205
Beijing
Nittan
Electronics Co., Ltd
60 135
Beijing Xingcheng Real
Estate Co., Ltd
40 89
House rent Beijing
Dongdian
Industrial
Development
Company
1800 850
Guarantee charges Beijing
Electronics
HoldingCo., Ltd
1900 1112

BOE Semi-Annual Report 2005

VIII. Significant contracts and their execution

1. Guarantees in the report period

Unit: RMB ‘0000

Particulars about externalguarantees(excluding guarantees for subsidiaries) Particulars about externalguarantees(excluding guarantees for subsidiaries) Particulars about externalguarantees(excluding guarantees for subsidiaries) Particulars about externalguarantees(excluding guarantees for subsidiaries) Particulars about externalguarantees(excluding guarantees for subsidiaries) Particulars about externalguarantees(excluding guarantees for subsidiaries) Particulars about externalguarantees(excluding guarantees for subsidiaries)
Date of happening
Guarantee for
Amount of Type of tenor of
Accomplished
Name of warrantee
(date of agreement

related parties or
guarantee guarantee guarantee or not
signing) not(yes or no)
Beijing
Municipal
Communication

Jan., 2004
450.00 Guarantee Till Apr. 2006 Yes No
“All-in-one
Card”
Co., Ltd.
Zhejiang
Huanyu
Mutual
Construction Group
Feb, 2005
5,000 Till Mar. 2006 Yes No
guarantee
Co.,Ltd
Total amount ofguarantees in the reportperiod 5,000
Total balance ofguarantees in the reportperiod 5,450
Particulars about the Company’sguarantee for subsidiaries
Total amount ofguarantees in the reportperiod -
Total balance ofguarantees in the reportperiod 140,794
Particulars about total amount ofguarantees(including guarantee for subsidiaries)
Total amount ofguarantees 146,244
Thepercentage that the total amount ofguarantee represent the net assets of the Company 36.50%
Particulars aboutguarantees out of line
Total amount of guarantees for other related parties which are controlled less than 50% by

0
the Companyor the controllingshareholder
The guarantee provided directly or indirectly for companies with a assets-liability ratio

29,801
exceeding70%
totalguarantee amount exceedingthe 50% line of the net assets 0
Total amount of irregularguarantees 29,801

Note: including guarantee of RMB 263,010,000 for subsidiary Zhejiang BOE Display

Technology Co.,Ltd and guarantee of RMB 35,000,000 for subsidiary Suzhou BOE Chatani Electronics Co.,Ltd.

  1. The Company has not entrusted others with finance management.

  2. For details on the loans borrowed by the Company at end of the report period, please refer to notes to the accounting statements “12. Short-term loans”, “19. Long-term liabilities due within one year” and “20. Long-term loans” under “(V) Notes to the main items of the consolidated accounting statements”.

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

X. In the report period, the Board of Directors and its directors were not investigated,

BOE Semi-Annual Report 2005

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.

XI. Other material events

  1. The 7[th] meeting of the 4[th] Board of the Company (Jan. 31, 2005) examined and approved the Proposal on Calling back the Convertible Bonds of HyLCD Company by BOE Technology Group Co., Ltd. The Company would call back the convertible bonds (hereinafter referred to as “CB”) issued by HyLCD, and the capital would be used to expand the business of TFT display screen applied in portable equipments. Up to date, the Company has received USD 7.24 million as principle, as well as USD 592.83 thousand as interests(after taxation), while there is still CB of USD 2,170,000 in hand. After cashing out of the CBs of HyLCD, the equity interests in HyLCD held by the Company decreased to 39.11%, and this company would not be consolidated since the year 2005.

  2. To promote the TFT-LCD business, the Company signed a Strategic Cooperation Agreement with the Nippon Marubeni Corporation (hereinafter referred to as “Nippion Marubeni”) on Mar. 1, 2005 in Beijing. On the same day, the actual controller of the Company Beijing Electronics Holding Co., Ltd signed a Joint Venture Agreement of Beijing BOE Investment & Development Co., Ltd with Beijing Intelligence Kechuang Technology Development Co., Ltd and Nippon Marubeni. Nippon Marubeni, as a strategic investor, would take part in reform and reorganization of the Company’s controlling shareholder Beijing BOE Investment & Development Co., Ltd, and the equity interests of Beijing BOE Investment & Development Co., Ltd held by Beijing Electronics Holding Co., Ltd, Beijing Intelligence Kechuang Technology Development Co., Ltd and Nippion Marubeni would be 56.25%, 33.75% and 10% respectively. For details, please refer to the Notice on the Signing of the Strategic Cooperation Agreement by BOE Technology Group Co., Ltd and Nippon Marubeni, and the Report on the Changes of the Shares Held by the Shareholders of BOE Technology Group Co., Ltd published on Mar. 2, 2005.

  3. On Mar. 31, 2005, the Company’s subsidiary BOE Optoelectronics signed the Syndicated Loan Agreement with the syndicate banks (the loaner) headed by the Beijing Urban Construction & Development Professional Sub-branch of Construction Bank of China Co., Ltd (hereinafter referred to as “Urban Construction Sub-branch of Construction Bank”), and the loan line amounted to USD 740 million (including RMB loan with equivalent USD value), of which, the duration for fixed assets loan would be 5 years since the initial withdrawal, and the duration for working capital loan would be 3 years since the initial withdrawal. In the meantime, BOE Optoelectronics signed the Agreement on Account Supervision, Agreement on the Collateral of Machinery Equipment and Agreement on the Collateral of Real Estate with the loaner, while the Company and Beijing Electronics Holding Co., Ltd signed Guarantee Agreement with the loaner respectively to provide individually and jointly irrevocable guarantees for the syndicated loan. For details, please refer to the Notice

BOE Semi-Annual Report 2005

on the USD 740 Million Syndicated Loan for the TFT-LCD 5[th] Production Line of BOE Technology Group Co., Ltd published on Apr. 8, 2005.

  1. The wholly owned South Korean subsidiary BOE Hydis has finished the offering of the 1[st] non-guaranteed registered coupon bonds with raised SKW 60 billion (2-year duration), and the 2[nd] non-guaranteed registered coupon bonds with raised SKW 140 billion (SKW 90 billion with a duration of 3 years, and SKW 50 billion with a duration of 5 years).

  2. The Company had acquired 26.36% equity interests of TPV Technology Limited (totaling 356,033,783 shares) before Dec. 31, 2003, and become the first largest shareholder. In the report period, although the shares held by the Company remained unchanged, the equity proportion enjoyed by the Company has decreased to 25.17% from the original 26.36%, due to implementation by TPV Technology Limited of the equity purchase plan, and the increase of its total share capital to 1,414,393,264. However, the Company is still the company’s first largest shareholder.

XII. After-period events

  1. Approved by the 1[st] provisional Shareholders’ General Meeting of the year 2005 (Jul. 5, 2005), the Company would carry out the plan of transferring capital reserves into share capital at the proportion of granting 5 shares for each 10 shares, with the total share capital of 1,463,797,200 shares on Dec. 31, 2004 as the base number. The Company finished the implementation of the plan of transferring capital reserves into share capital at the proportion of granting 5 shares for each 10 shares, with both the record date for A-share and the last trading date for B-share being Jul. 18, 2005. After this transfer, the total share capital of the Company increased to 2,195,695,800 shares from the original 1,463,797,200 shares.

  2. The 1[st] provisional Shareholders’ General Meeting of the year 2005 (Jul. 5, 2005) have examined and approved matters on the offering of H-share. For details, please refer to the Notice on the Resolutions of the 11[th] Meeting of the 4[th] Board of BOE Technology Group Co., Ltd published on Jun. 2, 2005, and the Notice on the Resolutions of the 1[st ] Provisional Shareholders’ General Meeting 2005 of BOE Technology Group Co., Ltd published on Jul. 6, 2005.

  3. The 2[nd] provisional Shareholders’ General Meeting 2005 (Aug. 2, 2005) examined and approved the Proposal on Integration of the Monitor Business and Panel TV Business. The Company would inject the 45.21% equity of Beijing Oriental TPV Technology Limited into TPV Technology Limited in exchange for the 68,326,408 shares newly issued by TPV Technology Limited to the Company. For details, please refer to the Notice on the Integration of the Monitor Business and the Panel TV Business of BOE Technology Group Co., Ltd published on Jun. 16, 2005, and the Notice on the Resolutions of the 2[nd] Provisional Shareholders’ General Meeting 2005 of BOE Technology Group Co., Ltd published on Aug. 3, 2005.

  4. The South Korean subsidiary BOE Hydis signed the Agreement on Reconciliation and Use Permission of the Patent of Retardation Film Technology with the American Guardian Industries Corp. (hereinafter referred to as “Guardian Corp.”). The Agreement went: the Company, the Company’s subsidiary BOE Hydis, Beijing BOE

BOE Semi-Annual Report 2005

Optoelectronics Technology Co., Ltd and other subsidiaries of the Company all have the right to use Guardian Corp.’s Retardation Film Technology (including but not limited to the 32 American patents concerning the LCD Retardation Film Technology right now) within the valid period of the patent, and Guardian Corp. has withdrawn its accusation of BOE Hydis on the compensation of patent use right charges.

SECTION VII. FINANCIAL REPORT (UNAUDITED)

Accounting statement (refer to Appendix)

SECTION VIII. DOCUMENTS AVAILABLE FOR REFERENCE

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

(II) Text of the financial report carrying the personal signatures and seals of legal representative, chief financial supervisor and person in charge of accounting departments;

(III) Originals of all documents and manuscripts of Public Notices or Announcements of the Company disclosed in public in 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. 24, 2005

BOE Semi-Annual Report 2005

BOE Technology Group Co., Ltd Consolidated Balance Sheet

Jun. 30, 2005

(The following amounts would all be expressed in RMB’000)

Jun. 30, 2005 Jun. 30, 2005 Dec. 31, 2004 Dec. 31, 2004
2005 2005 2004 2004
Assets
Non-current assets
Fixed assets 12,500,592 10,118,211
Investmentproperty 23,927 13,893
Intangible assets 191,138 213,492
Land use right 124,816 133,355
Investment in affiliated companies 2,211,639 2,180,519
Tradable investment 69,551 8,020
Investment held till the expiration date 172 170
Debit items of deferred taxes 1,151 13,220
Other assets 69,356 77,936
15,192,342 12,758,816
Current assets
Inventories 1,389,381 1,127,066
Accounts receivable and advancepayments 2,696,160 2,342,557
Convertible bonds-currentpart 17,960 44,031
Cash and cash equivalents 4,793,160 1,834,288
8,896,661 5,347,942
Total assets 24,089,003 18,106,758
Shareholders’ equity and liabilities
Shareholders’ equity
Share capital 1,463,797 1,463,797
Premium on capital stock 2,284,812 2,284,812
Reserve fund 746,070 696,414
Retainedprofit (190,063) 709,361
4,304,616 5,154,384
Minority shareholders’ equity 521,588 524,973
Non-current liabilities
Bank loans 8,431,559 2,503,381
Credit items of deferred taxes - 15
Separation welfareplan 11,903 19,685
Other long-term liabilities 2,760,905 1,158,748
11,204,367 3,681,829
Current liabilities
Accountspayable and otherspayable 3,433,767 3,450 3,188,147
Taxespayable (18,366) 7,172

BOE Semi-Annual Report 2005

Bank loans 4,572,813 5,506,259
Reserves 70,218 43,994
8,058,432 8,745,572
Total liabilities 19,262,799 12,427,401
Total shareholders’ equity and liabilities 24,089,003 18,106,758

BOE Technology Group Co., Ltd Consolidated Statement of Profit and Loss

January – June 2005

(The following amounts would all be expressed in RMB’000)

By Jun. 30 By Jun. 30
2005 2004
Sales income 4,321,711
6,234,212
Sales cost (4,596,766) (5,167,515)
Salesgrossprofit (275,055) 1,066,697
Income from other businesses 14,092
24,215
Sales expenses (136,716) (128,362)
Administration expenses (413,692) (517,911)
Expenses of other businesses (22,942) (22,706)
Operating profit (834,313) 421,933
Financial expenses-net (175,191) (36,317)
Profit of the Groupbefore taxation (1,009,504) 385,616
Tradable investments (2,778) 7,021
Profit before taxation receivable from affiliation companies 108,793
244,136
Profit before taxation (903,489) 636,773
Income tax (40,430) (93,292)
Profit after taxation before deductingminorityshareholders’ equity (943,919) 543,481
Minorityshareholders’ equity (21,817) (22,962)
Netprofit (965,736) 520,519

BOE Technology Group Co., Ltd

Cash Flow Statement

1[st] Half Year of 2005

(The following amounts would all be expressed in RMB’000)

By Jun. 30
2005
Cash flow arising out of business activities
Netprofit -965,736
Adjusted items:
Gains and losses of minorityshareholders 21,817
Income tax 40,430

BOE Semi-Annual Report 2005

Depreciation expenses 414,714
Amortization expenses 14,931
Depreciation reserves 114,372
Losses arisingout of disposal of fixed assets 133
Financial expenses 230,004
Shared
profit
before
tax
of
associated
companies
-108,793
Change of workingcapital:
Inventories 88,448
Accounts receivable and others receivable -459,264
Pension employment benefit obligation 7,122
Accountspayable 168,512
Net cash in-flows of operatingactivities -433,310
Interest income 32,010
Income tax -13,564
Net cash flows arising out of operating
activities
-414,864
Cash flows arising out of investment
activities
Investment in subsidiary -47,494
acquisition of fixed assets -3,065,471
Purchase of intangible assets -105,742
Purchase of tradable investments -
Purchase of associated companies -
Long-term bond investment -
Disposal of subsidiary -
Dividend and interests 95,104
Divestment of long-term bonds 26,541
Other investment activities -71
Disposal of fix assets 243
Net cash flow from investment activities -3,096,890
Cash flows arising out of financing activities
Cash in-flows arising out of offering of
convertible bonds
-
Cash received from absorption of investments 8,939
Newlyadded loans 13,584,061
Cash in-flows arising out of other financing
activities
-
Loan repayments -6,880,643
Dividendspaid to shareholders of the Group -17,139
Dividendspaid to minorityshareholders -5,550
Interest expenses -204,731
Cash out-flows arisingout of other financing -6,432

BOE Semi-Annual Report 2005

activities
Net cash flows arising out of financing
activities
6,478,505
Influence of the change of exchange rate -7,879
Increase/(decrease)
of
cash
and
cash
equivalents
2,958,872
Balance of cash and cash equivalents at the
beginningof theyear
1,834,288
Balance of cash and cash equivalents at the end
of theyear
4,793,160

BOE Semi-Annual Report 2005

BOE TECHNOLOGY GROUP CO., LTD. CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY FOR THE YEAR ENDED 30 June 2005

(all amounts in RMB thousands)

Ordinary
shares
Share
premium
Other
reserves
Retained
earnings
Total
Balance at 31 December
2003
Issur of new shares
Conversion of share premium
to ordinary shares
Net profit
Currency translation
differences
Dividend paid
Provision of general reserves
Balance at 31 December
2004
Accounting policies
adjustment
Balance at 31 December
2004
Conversion of share premium
to ordinary shares
Net profit
Currency translation
differences
Dividend paid
Provision of general reserves
Balance at 30 June 2005
659,464
1,040,984
406,358
447,056
2,553,862
316,400
1,731,760
2,048,160
487,933
-487,932
-
353,701
353,701
208,419
208,419
-9,758
-9,758
81,637
-81,637
1,463,797
2,284,812
696,414
709,362 5,154,384
95,586 95,586
1,463,797
2,284,812
696,414
804,948
5,249,970
-965,736
-965,736
49,656
49,656
-29,275
-29,275
1,463,797
2,284,812
746,070
-190,063 4,304,615