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BOE TECHNOLOGY GROUP CO., LTD Interim / Quarterly Report 2006

Aug 29, 2006

53782_rns_2006-08-29_54d3992a-d626-4c03-b4e5-c27de1621bc1.PDF

Interim / Quarterly Report

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Stock Code: 200725 Short Form of the Stock: BOE B No.: 2006-029

BOE TECHNOLOGY GROUP CO., LTD. SUMMARY OF INTERIM REPORT 2006

§1. Important Notice

1.1 The Board of Directors, the Supervisory Committee as well as all directors, supervisors and senior management of BOE Technology Group Co., Ltd (hereinafter referred to as the Company) hereby assure that there are no false records, misleading statements or significant omissions in this report, and they would shoulder any individual as well as joint responsibility concerning to the authenticity, accuracy and completeness of the contents. The summary of interim report 2006 is abstracted from full text of the interim report, which 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 2006 to understand more details. This Interim Report has been compiled in both Chinese and English. Should there be any ambiguity in the meanings of the two versions, the Chinese one shall prevail.

1.2 No director stated that he (she) could not ensure the correctness, accuracy and completeness of the contents of the Interim Report or have objection to this report. 1.3 All directors attended the Board meeting.

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

1.5 Chairman of the Board and concurrently CEO Mr. Wang Dongsheng, President Mr. Chen Yanshun, COO Mr. B.D.Choi, CFO Mr. Wang Yanjun, and Chief Accounting Officer and concurrently Head 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

2.1 Basic information
Short form of the stock G BOE, BOE B
Stock code 000725, 200725
Listed stock exchange Shenzhen Stock Exchange
Secretary of the Board Securities Affairs Representative
Name ZhongHuifeng ZhangShitong
Contact address No.
10,
Jiuxianqiao
Road,
ChaoyangDistrict, Beijing
No.
10,
Jiuxianqiao
Road,
ChaoyangDistrict, Beijing
Telephone 010-64318888 010-64318888
Fax 010-64326264 010-64326264
E-mail [email protected] [email protected]
  • 2.2 Major financial data and indexes

  • 2.2.1 Major accounting data and financial indexes

1

Unit: RMB’000
Items At the end of this
report period
At the end of
the last year
Increase/decrease at the
end of this report period
compared with the end of
the lastyear(%)
Current assets 5,180,804 6,339,376 -18.28
Current liabilities 8,164,285 6,579,213 24.09
Total assets 19,848,463 21,524,766 -7.79
Shareholders’
equity
(excluding
minority
interest)
2,227,153 3,967,616 -43.87
Net assets per share (RMB
Yuan)
1.01 1.81 -44.20
Items In this report
period (Jan. to
Jun. 2006)
At the same
period of the
last year
Increase/decrease in this
report period compared
with the same period of
the lastyear(%)
Netprofit -1,723,502 -965,736 -78.47%
Earnings per share (RMB
Yuan)
-0.78 -0.66 -
Return on equity (%) -77.39% -24.68% -
Net cash flow arising from
operatingactivities
-1,809 -414,864 -

2.2.2 Difference between CAS and IAS

  • √ Applicable □ Inapplicable

Unit: RMB

CAS IAS IAS
Netprofit -1,264,346 -1,723,502
Net (Loss)/profit of the Company in consolidated statement

under PRC GAAP
-1,264,346
Adjustments:
1. Recognition and amortisation of positive goodwill
54,488

2. Recognition and amortisation of negative goodwill
-7,426
Explanation on 3. Capitalised general borrowing costs and depreciation -2,256

withdrawn
difference
4. Capitalised R&D costs and depreciation withdrawn
-5,137
5. Appropriation of staff bonus and welfare fund
-3,410

6. Amortisation of loans arrangement fee
-5,343
7. Unconfirmed investment loss
-490,072
Net (Loss)/profit of the Company in consolidated statement

under IFRSs
-1,723,502

§3. Changes in Share Capital and Particulars about Shares held by Main Shareholders

3.1 Statement of change in shares

2

□ Applicable √ Inapplicable

Number of shares held by the top ten shareholders subject to moratorium and trading moratorium

Unit: share

No. Name of shareholders
subject to
moratorium
Number of holding
shares subject to
moratorium
Date of listing
for trade
Number of
additional shares
could list for trade
Trading moratorium
1 Beijing
BOE
Investment
and
Development Co., Ltd
720,197,300 Dec. 1, 2006 36,009,865 The BOE legal person shares held by
this company shall not be traded or
transferred within 12 months since the
acquisition of the listing right at the
A-share market. After the expiration
of the aforesaid commitment, the
originally non-circulating shares sold
through listing and trading at the
Stock Exchange shall not exceed 5%
of the total shares of BOE within 12
months, and not exceed 10% within
24 months.
Dec. 1, 2007 36,009,865
Dec. 1, 2008 648,177,570
2 Beijing
Dongdian
Industrial Development
Company
82,290,200 Dec. 1, 2006 82,290,200 The BOE legal person shares held by
this company shall not be traded or
transferred within 12 months since the
acquisition of the listing right at the
A-share market.
3 Beijing
Yixin
Micro-Display
Technology
Development Center
8,814,200 Dec. 1, 2006 8,814,200 The BOE legal person shares held by
this company shall not be traded or
transferred within 12 months since the
acquisition of the listing right at the
A-share market.
4 Beijing
Kinescope
General Factory
6,406,800 Dec. 1, 2006 6,406,800 The BOE legal person shares held by
this company shall not be traded or
transferred within 12 months since the
acquisition of the listing right at the
A-share market.

3.2 Particulars about shares held by the top ten shareholders and the top ten shareholders not subject to moratorium

Unit: share

Total shareholders at the end of report period Total shareholders at the end of report period Total shareholders at the end of report period 71,294 shareholders, including 30,614 B-share shareholders. 71,294 shareholders, including 30,614 B-share shareholders. 71,294 shareholders, including 30,614 B-share shareholders.
Particulars about shares held by the top ten shareholders
Number of holding Number of
Nature of Total number of
Name of Shareholder Proportion (%) shares subject to shares pledged
shareholders shares held (share)
moratorium or frozen
BEIJING
BOE

State-owned
32.80% 720,197,300 720,197,300 0

3

INVESTMENT
AND

shareholder

shareholder
DEVELOPMENT CO., LTD
FIELDS PACIFIC LIMITED Foreign shareholder 6.15% 135,000,000 0 0
BEIJING
DONGDIAN
INDUSTRIAL State-owned
3.75% 82,290,200 82,290,200 0
DEVELOPMENT shareholder
COMPANY
SHANGHAI (HONG KONG)

Foreign shareholder
1.84% 40,350,575 0 0
WANGUO SECURITIES
EMERGING
MARKETS

Foreign shareholder
1.53% 33,554,952 0 0
GROWTH FUND INC
GUOTAI
JUNAN
SECURITIES HONG KONG
Foreign shareholder
1.35% 29,667,730 0 0
LIMITED
CAPITAL
INTERNATIONAL

Foreign shareholder
0.71% 15,629,925 0 0
EMERGING
MARKETS
FUND
HSBC
BROKING
SECURITIES
(ASIA)

Foreign shareholder
0.59% 13,052,680 0 0
LIMITED-CLIENTS A/C
HUANG YING BIN Foreign shareholder 0.54% 11,761,065 0 0
SUN
HUNG
KAI
INVESTMENT
SERVICES

Foreign shareholder
0.49% 10,799,343 0 0
LTD-CUSTOMERS A/C
Particulars about shares held by the top ten shareholders not subject to moratorium
Number of holding shares not subject
Name of shareholders Type
to moratorium
FIELDS PACIFIC LIMITED 135,000,000 Domestically listed foreign share
SHANGHAI
(HONG
KONG)
WANGUO
40,350,575 Domestically listed foreign share
SECURITIES
EMERGING MARKETS GROWTH FUND INC 33,554,952 Domestically listed foreign share
GUOTAI JUNAN SECURITIES HONG KONG
29,667,730 Domestically listed foreign share
LIMITED
CAPITAL
INTERNATIONAL
EMERGING
15,629,925 Domestically listed foreign share
MARKETS FUND
HSBC
BROKING
SECURITIES
(ASIA)
13,052,680 Domestically listed foreign share
LIMITED-CLIENTS A/C
HUANG YING BIN 11,761,065 Domestically listed foreign share
SUN HUNG KAI INVESTMENT SERVICES
10,799,343 Domestically listed foreign share
LTD-CUSTOMERS A/C
CITIC CAPITAL SECURITIES LIMITED 10,394,249 Domestically listed foreign share
BARINGS (IRELAND) SA THE ATLANTIS
10,000,000 Domestically listed foreign share
CHINA FUND PLC
Particulars about shares held by the top Particulars about shares held by the top Particulars about shares held by the top ten shareholders not subject to moratorium ten shareholders not subject to moratorium
Name of shareholders Number of holding shares not subject
to moratorium
Type
FIELDS PACIFIC LIMITED 135,000,000 Domestically listed foreign share
SHANGHAI
(HONG
KONG)
WANGUO
SECURITIES 40,350,575 Domestically listed foreign share
EMERGING MARKETS GROWTH FUND INC 33,554,952 Domestically listed foreign share
GUOTAI JUNAN SECURITIES HONG KONG
LIMITED 29,667,730 Domestically listed foreign share
CAPITAL
INTERNATIONAL
EMERGING
MARKETS FUND 15,629,925 Domestically listed foreign share
HSBC
BROKING
SECURITIES
(ASIA)
LIMITED-CLIENTS A/C 13,052,680 Domestically listed foreign share
HUANG YING BIN 11,761,065 Domestically listed foreign share
SUN HUNG KAI INVESTMENT SERVICES
LTD-CUSTOMERS A/C 10,799,343 Domestically listed foreign share
CITIC CAPITAL SECURITIES LIMITED 10,394,249 Domestically listed foreign share
BARINGS (IRELAND) SA THE ATLANTIS
CHINA FUND PLC 10,000,000 Domestically listed foreign share

4

Explanation on associated relationship among the top ten shareholders or acting-in-concert

There exists associated relationship between Beijing BOE Investment & Development Co., Ltd. and Beijing Dongdian Industrial Development Company. It is not known to the Company whether there is any associated relationship among the top ten shareholders

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

  • Applicable √ Inapplicable

§4. Particulars about Directors, Supervisors and Senior Management

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

  • Applicable √ Inapplicable

§5. Discussion and Analysis of the Management

  • 5.1 Main operations classified according to industries or products

Unit: RMB’000

5.1 Main operations classified according to industries or products
Unit: RMB’000
5.1 Main operations classified according to industries or products
Unit: RMB’000
5.1 Main operations classified according to industries or products
Unit: RMB’000
5.1 Main operations classified according to industries or products
Unit: RMB’000
5.1 Main operations classified according to industries or products
Unit: RMB’000
5.1 Main operations classified according to industries or products
Unit: RMB’000
5.1 Main operations classified according to industries or products
Unit: RMB’000
Main operations classified according to products
Industries Income from
main
operations
Cost of
main
operations
Profit ratio
of main
operations
(%)
Increase or decrease
of income from main
operations compared
with the last year (%)
Increase or decrease
of cost from main
operations compared
with the last year (%)
Increase or decrease
of profit ratio of main
operations compared
with the last year (%)
TFT-LCD business 3,639,446 4,793,413 -31.71 77.52 88.59 -32.26
SLCD business 319,835 263,325 17.67 -0.46 0.11 -2.57
Other business 542,137 459,557 15.23 29.46 37.83 -25.25
Elimination -215,053 -205,884 - - - -
Total 4,286,365 5,310,411 -23.89 -0.82 22.88 -275.38

5.2 Main operations classified according to region

Unit: RMB’0000 Yuan

Unit: RMB’0000 Yuan
Region Income from main operations Increase/decrease in income from main
operations over the lastyear(%)
PRC 978,863 -65.06
Other Asian region 3,788,533 146.42
European region 330,443 280.49
American region 157,838 -67.44
Elimination -969,312 -
Total 4,286,365 -0.82

5.3 Other operations activities having significant influence on net profit

  • Applicable √ Inapplicable

5.4 Operation of share-holding companies

5

□ Applicable √ Inapplicable

5.5 Reasons of significant changes in main operations and its structure compared with the last year

□ Applicable √ Inapplicable

5.6 Reasons of significant changes in profitability capability of main operations (gross profit ratio) than that in the last year

√ Applicable □ Inapplicable

In the report period, the main operations of the Company have not changed. The profitability of the main operations has decreased by a large margin compared with the same period of last year, and so has the net profit of the Company.

During the upper half year 2006, under the influence of the competition in the TFT-LCD market, the prices of the main products of the TFT-LCD business have dropped, resulting in the huge sum of losses. Especially in the 2[nd] quarter 2006, the prices of TFT-LCD products slumped by large margins. Take the 17” products as an example. At the beginning of 2006, the price was about USD 140, but at the end of June 2006, it went down to as low as USD 105.

5.7 Analysis to reasons of significant changes in profit breakdown compared with the previous year

□ Applicable √ Inapplicable

5.8 Utilization of the raised proceeds

5.8.1 Utilization of the raised proceeds □ Applicable √ Inapplicable

5.8.2 Change of projects □ Applicable √ Inapplicable

5.9 Revised business plan of the Board for the second half of 2006 □ 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 significant change compared with the corresponding period of the last year and explanation on reason √ Applicable □ Inapplicable

√Applicable □Inapplicable
Prediction
on
achievements
√Loss
□Further increase by large margins
□Further decrease by large margins
□Turningaround from loss-makingstatus
Explanation
on
the
achievement prediction
(explanation on reason,
indetermination
and
Since the prices of TFT-LCD products have slumped by large margins, it
is predicted that the accumulated net profit made from the beginning of
the year to the end of the next report period will still be loss even though
the environment of theglobal TFT-LCD market has become stable. The

6

influence
of
achievement forecasts)
Company cannot predict the exact amount of losses yet. However, as the
market revives and the measures adopted by the Company are put into
practice, the Company will try to minimize the losses as much as possible.
It is suggested that investors watch out for investment risks.

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

□ Applicable √ Inapplicable

5.12 Explanation of the Management Team on changes and solutions of the issues involved in “Qualified Opinion” from the Certified Public Accountants in the last year □ Applicable √ Inapplicable

§6. Important Events

6.1 Purchase, sales and assets reorganization

6.1.1 Purchase of assets or assets bought-in

□ Applicable √ Inapplicable

6.1.2 Sales of assets or assets sold

□ Applicable √ Inapplicable

  • 6.2 Important guarantee events √ Applicable □ Inapplicable

Unit: RMB’0000

6.2 Important guarantee events
√Applicable□Inapplicable
Unit: RMB’0000
6.2 Important guarantee events
√Applicable□Inapplicable
Unit: RMB’0000
6.2 Important guarantee events
√Applicable□Inapplicable
Unit: RMB’0000
6.2 Important guarantee events
√Applicable□Inapplicable
Unit: RMB’0000
6.2 Important guarantee events
√Applicable□Inapplicable
Unit: RMB’0000
6.2 Important guarantee events
√Applicable□Inapplicable
Unit: RMB’0000
6.2 Important guarantee events
√Applicable□Inapplicable
Unit: RMB’0000
External guarantees of the Company (excluding guarantees for shareholding subsidiaries)
Name of companies
guaranteed
Date of occurrence
(agreement signing
day)
Guarantee
amount
Guarantee type Guarantee
term
Accomplished
or not
For related
parties or not
(yes or no)
Zhejiang
Huanyu
Construction Group
Co., Ltd.
18 May 2006 3,589.00 Guarantee each
other
One year No No
Total guarantee amount occurred in the report period 3,589
Total guarantee balance at the end of the report period (A) 3,589
Guarantees for shareholding subsidiaries by the Company
Total guarantee amount occurred in the report period for shareholding subsidiaries 12,576
Total guarantee balance at the end of the report period for shareholding subsidiaries (B) 76,814
Total guarantee amount of the Company (including guarantees for shareholding subsidiaries)
Total guarantee amount (A+B) 80,403
Proportion of the Company’s net assets taken by the total guarantee amount 50%
Including:
Guarantee amount for shareholders, the actual controller and their related parties (C) 0
Guarantee amount for the debts of the guaranteed companies with an asset-liability
ratio of over 70 percent, directly or indirectly (D)
61,964

7

The amount by which the total guarantee amount exceeded 50 percent of the net assets 0 (E) Total amount of aforesaid three types of guarantees *(C+D+E) 61,964

(E)

Note: according to statistics data of domestic statement

6.3 Related credits and liabilities current

√ Applicable □ Inapplicable

Unit: RMB’0000

√Applicable □Inapplicable
Unit: RMB’0000

Unit: RMB’0000
Name of related
party
Relationship with the
Listed Company
Capital provided to
related parties by the
Listed Company
Capital provided to the
Listed Company by related
parties
Amount Balance Amount Balance
TPV
Technology
Limited
Associates of the Company 45,157 10,027 0 0
Beijing
Matsushita
Color CRT Co., Ltd
Associates of the Company 2,507 1,010 0 0
Beijing
Star
City
Real
Estate
Development
Co.,
Ltd.
Associates of the Company 105 7,368 0 0
Marubeni Shareholder of parent
company
0 0 49,695 7,581
Total 47,769 47,769 49,695 7,581

The capital provided by the Listed Company to the controlling shareholder and its subsidiaries during the report period totaled RMB 0.00, and the balance was RMB 0.00.

6.4 Significant lawsuits and arbitrations

□ Applicable √ Inapplicable

6.5 Other important events as well as analyses and explanations on their influences and solutions

Non-operating capital occupation and clearing progress:

□ Applicable √ Inapplicable

6.6 Special commitments made by the originally non-circulating shareholder during the Share Merger Reform and their implementation

□ Applicable √ Inapplicable

6.7 Explanation on the time arrangements for the Share Merger Reform by companies

that have not carried out the reform

□ Applicable √ Inapplicable

Explanations by companies that have not carried out the share merger reform for failing to implement their commitments of Share Merger Reform as planned

8

□ Applicable √ Inapplicable

§7. Financial Report

7.1 Auditors’ opinions

Financial Report √ Un-audited □ Audited

7.2 Statement of profit and profit distribution

7.2.2 Consolidated income statement

Prepared by BOE Technology Group Co., Ltd. January – June 2006 Unit: RMB’000

.2 Statement of profit and profit distribution
.2.2 Consolidated income statement
repared by BOE Technology Group Co., Ltd. January
– June 2006 Unit: RMB’000
Turnover
Cost of sales
Gross (loss)/profit
Other operating profit
Distribution expenses
Administrative expenses
(Loss)/profit from operations
Net financing costs
Share of profits of associates
(Loss)/profit before tax
Income tax
Total profit
Among which:
Equity of the Group
Minority interests
Ended 30 June
2006
2005
4,286,365
4,321,711
-5,310,411
-4,596,766
-1,024,046
-275,055
105,422
-8,850
-104,039
-136,716
-505,803
-413,692
-1,528,466
-834,313
-371,643
-175,191
140,125
106,015
-1,759,984
-903,489
-3,649
-40,430
-1,763,633
-943,919
-1,723,502
-965,736
-40,131
21,817

Legal representative: Wang Dongsheng Person in charge of accounting work: Wang Yanjun Person in charge of accounting organ: Sun Yun

7.3 Notes to the statements

7.3.1 Should there be any changes in accounting policies or accounting estimation or accounting errors correction, give the relevant content, reasons and amounts influenced.

□ Applicable √ Inapplicable

7.3.2 Should there be any significant changes in the consolidation scope of the financial statements, give the reasons and the amounts influenced. √ Applicable □ Inapplicable

9

(i) In accordance with the resolutions of the 23rd meeting of the 4th Board of Directors, the Company and BOE-Hydis jointly invested to set up BOE (Hebei) Mobile Display Technology Co., Ltd. (BOEHB), and took the business license of BOEHB on Apr. 7, 2006, thus, the Company would bring it into the consolidated scope.

(ii) Korea FineICs Co., Ltd and BOE TFT-LCD EUROPE GMBH were established by BOE-Hydis as its controlling subsidiary in 2004 and 2005 respectively, thus, the Company would bring them into the consolidated scope in the current period.

Board of Directors of BOE Technology Group Co., Ltd. Aug. 24, 2006

10