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

Aug 26, 2005

53782_rns_2005-08-26_4d3e82dd-705f-40c5-b8a4-421627c71ded.PDF

Interim / Quarterly Report

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BOE TECHNOLOGY GROUP CO., LTD. SUMMARY OF SEMI-ANNUAL REPORT 2005

§1. Important Notice

1.1 The Board of Directors and its members of BOE Technology Group Co., Ltd. (hereinafter referred to as the Company) individually and jointly accept the responsibility for the correctness, accuracy and completeness of the contents of this report and confirm that there are no material omissions or errors which would render any statement misleading.

The summary of semi-annual report 2005 is abstracted from the semi-annual report, and the full text of the semi-annual report is published on the Internet website http://www.cninfo.com.cn in the mean time. Investors are suggested to read the full text of semi-annual report formore details.

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

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

1.3 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.

1.4 The 2005 semi-annual 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 semi-annual report is true and complete.

§2. Company Profile

2.1 Basic information

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 Chen Yanshun ZhongHuifeng
Contact address No.
10,
Jiuxianqiao
Road,
ChaoyangDistrict,Beijing
No.
10,
Jiuxianqiao
Road,
ChaoyangDistrict,Beijing
Telephone (86)10 – 64366264 64318888 ext. (86)10 – 64366264 64318888 ext.
Fax (86)10 – 64366264 (86) 10 – 64366264
E-mail [email protected] [email protected]
  • 2.2 Financial highlights

  • 2.2.1 Major accounting data and financial indexes

Unit: RMB ‘000

Items At the end of this
report period
At the end of last
year
Increase/decrease at the
end of this report period
compared with the
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 assetsper share(RMB) 2.94
3.52
-16.48
Items In the report
period (Jan. to
Jun. 2005)
At the same period
of last year
Increase/decrease in this
report period compared
with the same period of
lastyear(%)
Netprofit -965,736 520,519 -285.53
Earningsper share(RMB) -0.66 0.36 -283.33
Earningsper share((RMB,note) -0.44 - -
Return on equity (%) -22.43 9.98 -324.75
Net cash flow arising from
operatingactivities
-414,864 218,020 -290.29

Notes: based on total share equity amounting to 295,695,800 shares as of the disclosure date of this report.

2.2.2 Differences between CAS and IAS:

√ Applicable □ Inapplicable

Unit: RMB ‘000

CAS IAS
Netprofit -988,746 -965,736
Balance of consolidated accounting statement under enterprise accounting
system -988,746
Difference resulted from new goodwill amortization method under new
code 15,831
Explanation on

difference
addingstaff bonus and welfare funds into G&A expenses -910
Capitalization of research and development expenses 12,555
Capitalization of interest -4,466
Balance after adjustment under IAS -965,736

§3. Changes in Share Capital and Particulars about Shareholders

3.1 Statement of change in shares □ Applicable √ Inapplicable

  • 3.2 Particulars about shares held by the top ten shareholders and the top ten

shareholders holding shares in circulation

Unit: share

shareholders holding shares in shareholders holding shares in circulation
Unit: share
circulation
Unit: share
circulation
Unit: share
circulation
Unit: share
circulation
Unit: share
circulation
Unit: share
circulation
Unit: share
Total shareholders at the end of reportperiod 67,052
Particulars about shares held bythe topten shareholders
Full name of shareholders Increase /
decrease in
this report
period
Shares held at
the end of the
report period
Propor-
tion (%)
Type of shares
( listed or
unlisted)
Number
of share
pledged
or frozen
Nature of
shareholders
(state-owned
shareholder or
foreign shareholder)
BEIJING
BOE
INVESTMENT
&
DEVELOPMENT CO., LTD.
0.00 525,706,200.00 35.91% unlisted 0.00 State-owned legal
person’s shareholder
FIELDS PACIFIC LIMITED 0.00 90,000,000.00 6.15% listed unknow
n
Foreign shareholder
BEIJING
DONGDIAN
INDUSTRIAL
DEVELOPMENT COMPANY
0.00 60,066,000.00 4.10% unlisted 0.00 State-owned legal
person’s shareholder
BOCI SECURITIES LIMITED Unknown 24,213,945.00 1.65% listed Unknow
n
Foreign shareholder
EMERGING MARKETS GROWTH FUND
INC
Unknown 22,369,968.00 1.53% listed Unknow
n
Foreign shareholder
SHANGHAI (HONG KONG) WANGUO
SECURITIES
Unknown 21,743,000.00 1.49% listed Unknow
n
Foreign shareholder
TOP RESPECT GROUP LIMITED Unknown 13,500,000.00 0.92% listed Unknow
n
Foreign shareholder
GUOTAI JUNAN SECURITIES HONG
KONG LIMITED
Unknown 12,538,527.00 0.86% listed Unknow
n
Foreign shareholder
BONY-DREYFUS
PIFI-DREYFUS
PREMIER GREATER CHINA
Unknown 11,038,831.00 0.75% listed Unknow
n
Foreign shareholder
CAPITAL INTERNATIONAL EMERGING
MARKETS FUND
Unknown 9,099,950.00 0.62% listed Unknow
n
Foreign shareholder
Particulars about shares held bythe topten shareholders of circulation share
Full name of Shareholders Number of listed shares held at the
period-end
Type (A-share, B-share, H-share and
other)
FIELDS PACIFIC LIMITED 90,000,000.00 B shares
BOCI SECURITIES LIMITED 24,213,945.00 B shares
EMERGING MARKETS GROWTH FUND
INC
22,369,968.00 B shares
SHANGHAI (HONG KONG) WANGUO
SECURITIES
21,743,000.00 B shares
TOP RESPECT GROUP LIMITED 13,500,000.00 B shares
GUOTAI JUNAN SECURITIES HONG
KONG LIMITED
12,538,527.00 B shares
BONY-DREYFUS
PIFI-DREYFUS
PREMIER GREATER CHINA
11,038,831.00 B shares
CAPITAL INTERNATIONAL EMERGING
MARKETS FUND
9,099,950.00 B shares
SUN
HUNG
KAI
INVESTMENT
SERVICES LTD-CUSTOMERS A/C
6,972,863.00 B shares
ZHONGXIN CAPITAL SECURITIES CO.,
LTD.
6,959,499.00 B shares
connected parties or parties acting in
concert
The Company is unknown whether there are connected parties or parties acting in
concert amongthe aforesaid shareholders.

3.3 Particulars about change in controlling shareholder and benefitial 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

§5. Management Discussion and Analysis

  • 5.1 Statement of major operations by industries and products

Unit: RMB’000

Unit: RMB’000 Unit: RMB’000 Unit: RMB’000 Unit: RMB’000 Unit: RMB’000 Unit: RMB’000
Particulars about main business accordingtoproducts
Classified according to
industries or products
Income from
main
operations
(RMB)
Cost of main
operations
(RMB)
Gross profit
ratio (%)
Increase/decrease
in income from
main operations
over the last year
(%)
Increase/decrease
in cost of main
operations over
the last year (%)
Increase/decrease
in gross profit ratio
over the last year
(%)
Business of monitor
terminalproducts
1,922,554 1,839,447 4.32
-3.01
-1.97 -19.10
Business ofTFT-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
related
party
transactions
1,794,968 1,337,801 -
-
- -
Pricing
rules
for
related
party
transactions
Related party transactions are priced in line with the market practice.

Total amount of related transactions in which the listed company sold products to or provided service of its controlling shareholder and subsidiaries of the controlling shareholder was RMB 0 in the report period.

5.2 Particulars about major operations by geographical area

Unit: RMB’000

Unit: RMB’000
Areas Income from main operations Increase/decrease in income
from main operations over the
sameperiod of lastyear(%)
Domestic sales 2,105,931 -19.83
Exports
Other countries in Asia 1,644,147 -25.48
Europe 86,847 -89.96
America 484,785 -9.62

5.3 Other operations materially affecting net profit □ Applicable √ Inapplicable

5.4 business operation of associated companies

□ Applicable √ Inapplicable

5.5 Explanation on reasons of material changes in major operations and its structure □ Applicable √ Inapplicable

5.6 Explanation on reasons of material changes in profitability of major operations (gross profit ratio) comparing to that of last year √ Applicable □ Inapplicable

Cyclical downward of the TFT-LCD industry resulting in collapsed TFT-LCD product price has largely decreased gross margin ratio comparing to the same period of last year.

5.7 Analysis to reasons of material changes in profit structure compared with the previous year □ Applicable √ Inapplicable 5.8 Use of the proceeds

5.8.1 Use of the raised proceeds □ Applicable √ Inapplicable

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 Forecast of possible loss during the period from the beginning of the year ot the

end of the report period and warnings of material changes compared to the corresponding period of the last year √ Applicable □ Inapplicable

√Loss
operating result □Large-margin increase compared with the same period in previous year
forecast □Large-margin decrease compared with the same period in previous year
□change from loss toprofit
Even though global environment of TFT-LCD market is going steady, hedged with
Explanation on large-margin decrease of TFT-LCD price, it estimated that accumulated net profit would
operating result still be negative during the period from the year-begin to the end of next report period. With
forecast (reason, view to uncertainties in the market, the Company can not estimate the exact scale of loss,
uncertainty and its though, the loss will scale down along with the recovery of the market and measures to be
influence) taken for the purpose of profitability improvement. Investors are suggested to pay attention
toinvestment–relatedrisks.

5.11 Explanation of the Management on “Qualified Opinion” issued by the Certified Public Accountants in the report period

□ Applicable √ Inapplicable

5.12 Explanation of the Management on changes and resolving of the problems involved in “Qualified Opinion” issued by the Certified Public Accountants in the last year

□ Applicable √ Inapplicable

§6. Significant Events

6.1 Acquisition and disposal of assets and assets restructure

6.1.1 Assets acquired □ Applicable √ Inapplicable

6.1.2 Assets sold

□ Applicable √ Inapplicable

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

□ Applicable √ Inapplicable

6.2 Guarantees √ Applicable □ Inapplicable

Unit: RMB’0000

Particulars about externalguarantees(excluding guarantees for Particulars about externalguarantees(excluding guarantees for Particulars about externalguarantees(excluding guarantees for Particulars about externalguarantees(excluding guarantees for Particulars about externalguarantees(excluding guarantees for subsidiaries) 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
Construction Group
Feb, 2005
5,000 Mutual Till Mar. 2006 Yes No
Co.,Ltd guarantee
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% (Note)
totalguarantee amount exceedingthe 50% line of the net assets 0
Totalamount 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.

6.3 balance due to/from related parties √ Applicable □ Inapplicable

Unit: RMB’0000

Unit: RMB’0000 Unit: RMB’0000
Related parties Related
relationship
Funds provided to related parties Funds provided by related parties to
the Company
amount newly
added
Balance at
period-end
amount newly
added
Balance at
period-end
BEIJING
DONGDIAN
INDUSTRIAL
DEVELOPMENT
COMPANY
Controlled
by
the
same
ultimate
controlling
shareholder
of
the company
0.00
0.00
850.00
116.06
Beijing Orient Mould Factory Controlled
by
the
same
ultimate
controlling
shareholder
of
0.00
402.44
0.00
0.00
the company
Beijing Orient Mosler
Security Technology
Systems Co., Ltd.
Associate
company
201.03 10.81 0.00 0.00
Beijing
BOE
Digital
Technology Co., LTD.
Subsidiary 57.33 0.00 0.00 0.00
Beijing
Boe
Investment&Development
Co., Ltd.
Mother company 0.00 491.19 90.40 0.00
Beijing
Matsushita
Color
CRT Co., Ltd.
Associate
company
773.72 1,685.02 5.60 0.00
BOE Land Co., Ltd. Joint venture 19.36 7,324.67 500.00 500.00
Beijing Intelligence &
Science Technology
Development Co., Ltd.
Shareholder
of
mother company
466.89 0.00 0.00 0.00
TPV Technology Limited Associate
company
4,881.12 45,295.78 4,194.70 13,051.66
Shenzhen
Evergreat
Industrial Co., Ltd.
Associate
company
37.39 0.00 0.00 0.00
Hyundai LCD, Inc. Associate
company
12,224.61 2,309.74 11,307.98 2,876.19
Marubeni
Corporation
of
Japan
Shareholder
of
the
mother
company
0.00 0.00 4,551.62 4,551.62
Total 18,661.45 57,519.65 21,500.30 21,095.53

capital provided by the listed company to the controlling shareholder and its subsidiaries during the report period and the balance at the end of the period were RMB 0 and RMB 4,911,900 respectively

6.4 Material lawsuits and arbitrations

□ Applicable √ Inapplicable

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

□ Applicable √ Inapplicable

§7. Financial Report

7.1 Auditing opinion

Financial Report √ Un-audited □ Audited

7.2 Financial Statement

BOE Technology Group Co., Ltd.

Consolidation statement of profit and loss Jan. – Jun., 2005

(unit: RMB’000)

(unit: RMB’000)
Sales
cost of goods sold
gross profit
Other operating income
Sales expenses
Administration expenses
Other operational expenses
Operating profit
Financial expenses – net amount
Profit of the Group before tax
Investment available for selling
Shared profit from associate company before tax
Profit before tax
Income tax
Profit after tax before deducting minority interests
Minority interests
Net profit
2005
2004
4,321,711
6,234,212
(4,596,766)
(5,167,515)
(275,055)
1,066,697
14,092
24,215
(136,716)
(128,362)
(413,692)
(517,911)
(22,942)
(22,706)
(834,313)
421,933
(175,191)
(36,317)
(1,009,504)
385,616
(2,778)
7,021
108,793
244,136
(903,489)
636,773
(40,430)
(93,292)
(943,919)
543,481
(21,817)
(22,962)
(965,736)
520,519

7.3 Notes to financial report

7.3.1 Explanation on accounting policies, accounting estimates and correction of accounting error.

√ Applicable □ Inapplicable

‘ ’ In the report period, the company has made some adjustment according to Rule No.3 Consolidation .

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

√ Applicable □ Inapplicable

1, On December 30, 2004, HyLCD, originally subsidiary of our company, converted the convertible ’ bonds it has issued toSEC, a Korea company, into its share capital, resulting in the our company s share interests in HyLCD decreased from 48.49% to 39.11%. Thus, our company will not consolidate ’ HyLCD s financial statements any longer.

2, FineICs Limited was set up in 2004 by BOE HYDIS, the wholly owned subsidiary of our company. It was not consolidated in 2004. However, it has started its operation in 2005, so it has been consolidated in this report. Detailed information has been reflected in the consolidated data

of BOE HYDIS.

7.3.3 List notes related to the involved issues if t a qualified opinion is issued □ Applicable √ Inapplicable

Board of Directors of BOE Technology Group Co., Ltd. Aug. 24, 2005