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BOE TECHNOLOGY GROUP CO., LTD Interim / Quarterly Report 2007

Oct 28, 2007

53782_rns_2007-10-28_0708e648-d04a-47c3-bfe3-7a553196fc99.PDF

Interim / Quarterly Report

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BOE TECHNOLOGY GROUP CO., LTD.

THE THIRD QUARTERLY REPORT 2007

§ 1 Significant Notice

1.1 The Board of Directors, the Supervisory Committee as well as directors, supervisors and senior management of BOE Technology Group Co., Ltd. (hereinafter referred to as “the Company”) warrant that this report does not contain any false or misleading statements or omit any material facts and shoulder individually and jointly responsibility for true, accurate and complete of contents.

1.2 None of the directors, supervisors, senior management demonstrated uncertainty or disagreement about the truthfulness, accuracy, and completeness of this quarterly report.

1.3 All directors attended the Board Meeting.

1.4 The Financial Report of the third quarterly report has not been audited.

1.5 Mr. Wang Dongsheng, Chairman of the Board of Directors of the Company, Mr. Chen Yanshun, and President of the Company, Ms. Sun Yun, Chief of Finance and Ms. Yang Xiaoping, Person in charge of accounting organization, hereby confirmed that the Financial Report enclosed in the Quarterly Report is true and complete.

§ 2 Company Profile

2.1 Main accounting data and financial indexes

2.1 Main accounting data and financial indexes 2.1 Main accounting data and financial indexes 2.1 Main accounting data and financial indexes 2.1 Main accounting data and financial indexes
Unit:RMB’000
At the end of At the end of Increase/decrease at the end of the
the report the previous report period compared with that at
period year the end of the lastyear(%)
Total assets 15,378,223 16,693,219 -7.88%
Owner’s equity (shareholders’ equity) 4,134,808 3,888,444 6.34%
Net assetsper share(Yuan) 1.44
1.35

6.34%
From the beginning of the year
Increase/decrease compared with
to the end of the report period the same period of pervious year
(%)
Net cash flow arising from operating
1,438,557
190.59%
activities
Net cash flow per share arising from
0.50
-
operatingactivities(Yuan)
From the
beginning of Increase/decrease during the report
Report period
the year to the
period compared with that of the
(Jul. – Sep.)
end of the previous year (%)
reportperiod
Equitybelonged to Group 419,641 246,616 -
EPS(Yuan) 0.14 0.08 -
Return on equity 10.15% 5.96% -

Consolidated financial statement difference compiled by China Accounting Standard

1

and International Financial Report Standard Unit: RMB Yuan

Owner’s net equityattributed toparent companyunder China AccountingStandard 495,202,589
1. Capitalization of loan expense and withdrawn depreciation in current -2,672,168
2. Sale ofpart equityof affiliated company -246,744,499
3. Employee’s bountyand welfare fund allocation, etc. 830,216
Owner’s netprofit belonged toparent companyunder International Standard 246,616,138

2.2 Total number of shareholders at the end of the report period and statement on shares held by the top ten shareholders holding shares not subject to trading moratorium

Unit: Share

moratorium Unit: Share Unit: Share
Total shareholder 79,735(amongwhich, 32,647 B share)
Shares held bythe topten shareholders not subject to moratorium
Number of shares not subject
Name of shareholder Type of share
to moratorium held
FIELDS PACIFIC LIMITED 133,500,000 Domestically listed foreign
shares
HUANG YING BIN 22,496,768 Domestically listed foreign
shares
BEIJING BOE INVESTMENT AND
DEVELOPMENT CO., LTD.
19,280,000 Renminbi ordinary shares
LI MING GONG 17,170,419 Domestically listed foreign
shares
SHANGHAI HONGKONG WANGUO
SECURITIES
15,296,718 Domestically listed foreign
shares
BOCI SECURITIES LIMITED 14,217,818 Domestically listed foreign
shares
HSBC BROKING SECURITIES (ASIA)
LIMITED-CLIENTS A/C
11,616,130 Domestically listed foreign
shares
SUN HUNG KAI INVESTMENT
SERVICES LTD-CUSTOMERS A/C
11,458,543 Domestically listed foreign
shares
BEIJNG YI XINGWEI DISPLAY
TECHNOLOGY DEVELOPING CENTRE
8,814,200 Renminbi ordinary shares
GUOTAI JUNAN SECURIES HONG
KONG LIMITED
7,733,675 Domestically listed foreign
shares

§3. Significant events

  • 3.1 Particular about large-scope

change in main item of accounting statement and financial index and reason for change

  • √ Applicable □ Inapplicable

  • I. Change in items of balance sheet:

  • Affiliated company investment decreased by 34%, which mainly resulted from sale of

2

part of equity of affiliated company.

  1. Account receivable increased by 61% because TFT field trend got better and sales amount increased largely compared with year-begin.

  2. Account paid advanced, earnest money and other account receivable decreased by 45% because TFT field trend got better and stocking increased largely compared with year-begin, as well as export Custom deposit of the Company decreased.

  3. Other accounts receivable increased by 233% because account paid in advance of part of equity belonged to affiliated company was sold out.

  4. Reserve increased by 88%. The Company provided warranty repair service for selling products and withdrawn projected liabilities in accordance with certain proportion of sale. Because TFT field trend got better, sale of the Company increased largely, which resulted into projected liability balance increased largely compared with period-begin.

  5. Loan and debt decreased by 63%, which resulted from debt payment of the Company. II. Change in items of income statement:

  6. Administration expense decreased by 59%. Former subsidiary company of the

Company – BOEHYDIS Technology Co., Ltd. was no longer listed into group consolidated scope from Sep. 2006, which resulted into administration expense decreased largely compared with the same period of last year. Taking no account of this factor, administration expense of the Company decreased by 17% compared with the same period of last year.

  1. Financial expense decreased by 53%. Former subsidiary company of the Company – BOEHYDIS Technology Co., Ltd. was no longer listed into group consolidated scope from Sep. 2006, which resulted into financial expense decreased largely compared with the same period of last year. Taking no account of this factor, financial expense decreased by 35% compared with the same period of last year, which resulted from loan payment of the Company within the year.

  2. Occupied profit of affiliated company decreased by 94%, which resulted from sale of part of equity belonged to affiliated company.

3.2 Progress of significant events and influence as well as explanation on analysis of resolving proposal

√ Applicable □ Inapplicable

  1. Progress of significant assets sale of the Company

The Company distributed and sold 200 million shares of TPV Technology Limited (hereinafter referred to as “TPV Technology”) to Hongkong Securities Market with 5.3 HKD/ share on Jan. 18, 2007. On May 14, 2007, Share Transfer Agreement was signed between the Company and China Greatwall Computer Shenzhen Co., Ltd. (hereinafter referred to as “Greatwall Computer”), in which the Company pre-planed to sell 200 million shares of TPV Technology held by it to Greatwall Technology with 5.7 HKD/share and total transaction amount of 1140 million HKD. The aforesaid share sales event had obtained unanimous opinion letter (ZJGSZ [2007] No. 70)issued by CSRC, also, it was examined and approved by the 3[rd] Extraordinary Shareholders’ General Meeting 2007 of the Company on May 31, 2007. Event of Greatwall Computer purchasing share of TPV Technology need to perform relevant authorization procedure, so event of Greatwall

3

Computer selling its 200 million shares of TPV Technology was failed to be finished. The Company shall disclose relevant information in accordance with progress of the aforesaid projects.

  1. Progress of three parties integration of the Company

On Dec. 21, 2006, Letter of Intent was signed between the Company and SVA (Group) Co., Ltd., SVA Electron Co., Ltd., SVA Information Industry Co., Ltd., Assets Management CO., Ltd. of Kunshan Economic and Technological Development Zone and Dragon Soaring Holdings, Ltd., among which, each party pre-planed to establish a new or elect an existent company as specialization company with owned TFT-LCD operation (including TFT-LCD large-sized panel and assets and cash), and help it become to unit plat of TFT-LCD operation. Owing to greater assets and complex work of this recombination item, as well as longer time of obtaining prophase authorization of government compared with forecast, each party signed Supplementary Agreement on Letter of Intent on Jun. 21, 2007, in which they approved the period of validity of Letter of Intent on extending recombination item. Subscription on ultima legal document of recombination project (including but not limited by recombination agreement and joint-stock contract and Article of specialization company) was changed from before Jun. 30, 2007 to Sep. 30, 2007 or before that. As at presenting date of this report, the Company was failed to sign ultima legal document on recombination project and the Company shall disclose relevant information timely in accordance with progress of the aforesaid projects.

  1. Progress in selling part of equity in large-sized TFT-LCD business On Mar. 12, 2007, the 32[th ] meeting of the 4[th] Board of Directors examined and approved the events concerning large-sized TFT business restructuring. It was also examined and approved by the 2[nd] Extraordinary Shareholders’ General Meeting 2007 in Apr. 25, 2007. As the overall TFT industry began to warm up in May, 2007, some shareholders suggested the Company to postpone divestment and restructuring of large-sized TFT-LCD business in telephone and e-mails. On Aug. 29, 2007, the 3[rd] meeting of 5[th] Board of Directors of the Company examined and approved the Proposal on Ceasing Part Equity Transfer in Large-sized TFT-LCD Business which was also approved by the 4[th] Extraordinary Shareholders’ General Meeting 2007 held on Sep. 26, 2007. 4. Progress in non-open issuance On Aug. 29, 2007, the 3[rd] meeting of 5[th] Board of Directors of the Company examined and approved the Proposal on Non-open Issuance Scheme of A Shares which was also approved by the 4[th] Extraordinary Shareholders’ General Meeting 2007 held on Sep. 26, 2007. 5. Lawsuit and arbitrage of the Company in the report period or going down to the report period In the report period, there was no new significant lawsuit and arbitrage. The Company disclosed progress of debt dissension case on the Company and its subsidiary company – Beijing BOE Real Estate Co., Ltd. litigating Beijing Star City Real Estate Development Co. Ltd. in Annual Report 2006, and the details are as follows: After intermediation made by Beijing 2[nd] Intermediate People’s Court, Lawsuit Pacification Agreement was signed among the Company, Beijing BOE Real Estate Co., Ltd., Beijing Dongdian Industry Development Company and Beijing Star City Real Estate

4

Development Co., Ltd. (hereinafter referred to as “Star City Company”), in which, Star City Company shall discharge debt RMB 44,579,247.21 of the Company with the 6[th] floor, 12[th] floor of C building of Star City International Mansion and 2 parking sites in underground 3[rd] floor, as well as RMB 1,801,945.35; However, the 6[th] floor, 12[th] floor of C building of Star City International Mansion had already pledged to China Minsheng Bank Beijing Zhong Guang Cun Branch, so Star City Company shall discharge capital and interest of all loan paid for pledge of commercial building within 300 days after signature of this agreement. Otherwise, the Company has right to give up debt discharging arrangement of the aforesaid agreement and apply court to execute the aforesaid debt by force. Beijing Second Intermediate People’s Court framed the (2007) EZMCZ No. 859 Civil Intermediation Paper in accordance with the content of Lawsuit Intermediation Agreement.

3.3 Implementation on commitments made by the Company, shareholders and the actual controller

□ Applicable √ Inapplicable

3.4 Warnings of possible loss or great change of the accumulated net profit made during the period from the beginning of the year to the end of the next report period compared with the same period of the last year according to prediction, as well as explanations on the reasons

√ Applicable □ Inapplicable

Owing to price rise in TFT-LCD board market as well as the 5[th] generation production-line of Beijing TFT-LCD enhancing management, controlling cost, developing new products, improving arts and crafts and perfecting raw-material supply system and client system, etc., profit making competence of the Company was improved greatly.

With the aforesaid reason, the Company predicted that outstanding achievement will make up the deficits and get surpluses and increase largely from Jan. 1, 2007 to Dec. 31, 2007. The concrete data will be disclosed in Annual Report 2007.

3.5 Other significant events need to be explained

3.5.1 Securities investment □ Applicable √ Inapplicable

3.5.2 Equity of other listed companies held by the Company □ Applicable √ Inapplicable

3.5.3 Equity of non-listed financial enterprises and companies to be listed held by the Company □ Applicable √ Inapplicable

3.5.4 Investigation, communication and interview of the Company in the report period

5

Reception
time
Reception
place
Reception
way
Reception
object
Discussion content and
materials provided by the
Company
Jul. 6, 2007 Meeting room
of the
Company
Field
research
Daiwa Institute
of Research
Ltd.
Basic information of the
Company; status quo of the
industry, development trend
and strategy of the
Company; progress in
integration among three
national TFT factory teams,
particulars about selling
held equity of TPV
Technical Ltd. and
new-established 4.5 line.
Aug. 16, 2007 Meeting room
of the
Company
Field
research
Fair Capital
Sep. 3, 2007 Meeting room
of the
Company
Field
research
Morgan Stanley
Sep. 11, 2007 Meeting room
of the
Company
Field
research
Industrial
Securities
Sep. 26, 2007 Meeting room
of the
Company
Field
research
China IMC

6

4 Attachment §

4.1 Consolidated Balance Sheet

BOE TECHNOLOGY GROUP CO., LTD.

Consolidated Balance Sheet dated Sep. 30, 2007

Unit: RMB'000
Assets
Non-current assets
Proporty, plant and equipment
Project in construction
Investing property
Intangible assets
Land use right
Affiliated company investment
Other investments
Deferred tax assets
Other non-current assets
Current assets
Inventories
Account receivable
Advance payment,earnest money,other acco
Cash and cash equivalent
Total assets
Shareholders' equity and liabilities
Shareholders' equity
Capital
Cpital(or Stock) premium
Reserve
Retained earnings
Minority equity
Total equity
Non-current liabilities
Loan and borrowing
Deferred tax liabilities
Other non-current liabilities
Current liabilities
Account payable
Other account payable
Tax payable
Reserved fund
Loan and borrowing
Total liabilities
Total shareholders' equity and liabilities
Sep. 30, 2007 Sep. 30, 2007 Sep. 30, 2007 Dec. 31, 2006 Dec. 31, 2006 Dec. 31, 2006
2007
7,139,087
62,583
163,702
722,755
98,614
2,020,967
19,491
4,282
3,494
2007
10,234,975
5,143,248
15,378,223
4,946,543
5,054,530
5,377,150
10,431,680
15,378,223
2006
7,897,569
64,482
176,085
740,405
102,629
3,075,083
17,368
1,832
2,089
2006
12,077,542
4,615,677
o 931,617
1,892,266
200,264
2,119,101
1,266,044
1,174,942
365,474
1,809,217
2,871,568
2,746,176
502,431
(1,985,367)
811,735
4,968,480
91
85,959
2,871,568
2,746,176
502,683
(2,231,983)
757,781
5,088,771
28
65,485
16,693,219
4,646,225
5,154,284
6,892,710
4,968,480
91
85,959
5,088,771
28
65,485
1,812,416
1,784,903
16,993
55,867
1,706,971
1,748,424
535,712
21,767
29,603
4,557,204
12,046,994
16,693,219

7

4.2 Consolidated Income Statement

BOE TECHNOLOGY GROUP CO., LTD.

Consolidated Income Statement (Jan. - Sep., 2007)

Unit: RMB'000
Sales income
Cost of sale
Gross profit of sale
Profit of other operations
Selling and distribution expenses
Administrative expenses
Business profit
Financial expense - net
Profit of affiliated company
Profit of group per tax
Income tax
Total profit
Including: equity attributed to group
Minority equity
FromJan. to Sep.
2007
2006
7,736,455
6,653,150
(6,885,505)
(8,135,191)
850,950
(1,482,041)
193,320
148,759
(155,033)
(144,324)
(348,457)
(852,603)
540,780
(2,330,209)
(277,449)
(586,976)
62,470
1,068,560
325,801
(1,848,625)
(11,847)
(5,412)
313,954
(1,854,037)
246,616
(1,832,438)
67,338
(21,599)

8

4.3 Consolidated Cash Flow Statement

BOE TECHNOLOGY GROUP CO., LTD.

Cash Flow Statement (Jan. - Sep., 2007)

Unit: RMB'000
Cash flows from operating activities
Net profit
Items adjustment:
Income tax
Depreciation expense
Amortization expense
Impairment reserve
Loss of fixed assets disposal
Financial expense
Investment loss
Changes in working capital:
Inventories
Receivable and other accounts receivable
Annuities and other dimission welfare
Account payable
Net cash inflows of operation activities
Interest receivable
Tax payable
Net cash flows from operating activities
Cash flows from investing activities
Net cash outflows of investing subsidiary company
Purchase of fixed assets
Purchse of intangible assets
Purchases of available-for-sale investments
Purchase of affiliated company
Purchse of long-term bonus investment
Cash outflow in disposal of affiliated company investment
Received dividend and interest income of bond
Receiving back long-term bond investment
Increase of limited deposit deposited in financial institute
Other investment activities
Cash outflow in sale of non-current assets
Cash flow of investment activities, net
Cash flow of financing activities
Cash flow of issuing convertible bond
Cash received from absorbing investment
New increased borrowing
Cash inflow of other financing activities
Loan payment
Dividend paid to shareholder of the Group
Dividend paid to minority shareholders
Interest payout
Cash outflow of other financing activities
Cash flow of financing activities, net
Effect on changes of exchange rate
Increase/decrease of cash and cash equivalent
Cash and cash equivalents at the beginning of the year
Cash and cash equivalents at the end of the year
313,954
11,847
825,374
38,899
-58,825
-1,264
233,593
-16,481
399,046
-623,371
4,374
289,556
1,416,702
15,626
6,229
1,438,557
-
-236,743
-
-
-
-
1,036,658
94,284
-
-102,730
-
1,122,313
1,913,782
-
-
1,544,771
-
-4,283,474
-
-
-388,182
-
-3,126,885
-18,267
207,187
1,458,107
1,665,261

9

4.4 Auditors’ Report

Auditing opinion: Un-audited

BOE Technology Group Co., Ltd. Chairman of the Board of Directors of the Company : Wang Dongsheng

Oct 25, 2007

10