AI assistant
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
Open in viewerOpens in your device viewer
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 | ||
| [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