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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
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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
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part of equity of affiliated company.
-
Account receivable increased by 61% because TFT field trend got better and sales amount increased largely compared with year-begin.
-
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.
-
Other accounts receivable increased by 233% because account paid in advance of part of equity belonged to affiliated company was sold out.
-
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.
-
Loan and debt decreased by 63%, which resulted from debt payment of the Company. II. Change in items of income statement:
-
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.
-
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.
-
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
- 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
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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.
- 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.
- 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
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| 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 |
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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 |
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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) |
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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 |
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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
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