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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 |
| [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