2005 Annual Report(PDF/2823KB)
Transcription
2005 Annual Report(PDF/2823KB)
Information updated to 2006.04.20 Key figures Year Sales Revenue Net Income Unit: NT$ million 2001 2002 2003 2004 2005 58,820 93,229 108,699 147,770 124,407 3,031 7,400 7,500 7,619 (5,226) 5 8 7 5 (4) Net Margin (%) Retroactively Adjusted Earnings Per Share (NT$/share) Net Asset Value 1.32 3.08 3.03 3.10 (2.12) 28,141 41,278 45,462 49,078 44,431 Note: All financials are non-consolidated figures (Taiwan parent company level) Message To Our Shareholders Message To Our Shareholders Dear Esteemed BenQ Shareholders, BenQ announced in June 2005 it will acquire Siemens AG’s mobile handset business (Siemens MD) in an acquisition that successfully propelled BenQ onto the global stage as a renowned brand. Following the closing of the acquisition, we began our first step in Q4 of 2005 when the Company incurred a net loss of 5.2 billion NT$ in 2005, translating to a loss of 2.12 NT$ per share on revenue of NT$ 162.3 billion on consolidated basis. Since fourth quarter 2005, we have worked seamlessly with our Germany-based co-workers and re-enforced managerial resources in areas where BenQ has a strong comparative advantage. In a truly complementary merger of mobile handset assets without breaking our stride, we introduced twelve breathtaking new handsets in Q1 of 2006. Since October, the Company has undertaken restructuring initiatives to cut costs, to accelerate time-to-market for new products, and to restore customer confidence. I believe our initial efforts have resulted in a successful repositioning of the newly launched BenQ-Siemens brand. We are confident BenQ-Siemens will be synonymous with leadership in multimedia innovation, attractive styling and form factors, and potent lifestyle benefits. With the twelve new handsets and others to come, order books should continue to strengthen along with profit contribution. e Company’s various major product lines continued their strong performance in 2005. BenQ’s LCD displays lead the industry in quality and functionality leveraging our advanced display technology and vertical integration within our business group. In a year when we continued topping previous shipment totals, BenQ gained significant market share to solidify the Company’s position as a global top three manufacturer of LCD displays. In some countries, notably Brazil, Russia, India, and China, BenQ has become the leading name in the display market. In the projector product space, BenQ’s projectors ascended to the number top two spot in sales globally in the fourth quarter of 2005. e company’s success in projector business is anchored by our industry-leading technology, short time-to-market and effective channel strategy. Continuous innovation has always been central to BenQ's corporate strategy, and we intend to continue creating world-class products with designs that captivate consumers’ imagination. In March 2006, BenQ received 17 major design distinctions— third highest total in the world—at Germany’s prestigious iF Design Award. In total, BenQ received 125 major international design awards in the last four years. Leveraging BenQ’s design prowess and Germany’s heritage in engineering and precision cramanship, we believe BenQ-Siemens will continue to captivate the world with creativity and quality. Reflecting the Company's commitment to innovation, BenQ has allocated about 3% of sales to research & development over the past five years and currently holds approximately 3000 global patents. On the outside, the Siemens MD acquisition catapulted BenQ onto the world stage. On the inside, the quest for greater focus and profitability is never ending. In April 2006, the company formed a strategic alliance with Lite-On IT through manufacturing integration in optical storage products, bringing together two of the industry’s leading players and enhanced the overall competitiveness of Taiwan’s storage sector. Our management team aims to continue streamlining business processes, driving better focus and higher profitability. Although the initial integration period at BenQ Mobile is not without pain, we are very upbeat about the initial synergies. Our journey to build a global brand has not been possible without your support. We have the conviction that directing the Company away from the hyper-competitive forces of the ODM business model was the right thing to do. Whichever the corporate direction, we have never let out of our sight the principal objective when it comes to taking care of shareholders: to generate solid returns. As we look ahead to 2006 and beyond, we expect both the profit-and-loss accounts and balance sheet to strengthen over time, and when they do, return-on-equity and cash flow generation should improve significantly. We thank you for your continued support! Yours sincerely, K.Y. Lee - Chairman Sheaffer Lee - Chief Operating Officer 2005 Annual Report 1 Table of Contents Message To Our Shareholders 01 Table of Contents 02 Corporate Strategy 03 Review of Operations and Product Strategy 11 Corporate Governance 30 Company Financials 38 Contact Information BENQ CORPORATION Headquarters / Taoyuan Plant 157 Shan-Ying Road, Gueishan, Taoyuan 333, Taiwan, R.O.C. Phone: 886-3-359-8800 Taipei office 18 Jihu Road, Neihu, Taipei 114, Taiwan, R.O.C. Phone: 886-2-2799-8800 INVESTOR RELATIONS CONTACTS Spokesperson Eric ky Yu VP- CFO Phone: 886-3-359-8800 investor@BenQ.com Deputy Spokesperson Jasmin Hung / David W Huang Controller / Senior Manager of Finance Phone: 886-3-359-8800 investor@BenQ.com BENQ ON THE INTERNET BenQ’s Investor Relations home page on the worldwide website offers a wealth of corporate information, including the latest annual report and financial results. Website: BenQ.com/ir.htm REGISTRAR & TRANSFER AGENT SinoPac Securities 3F, 53, Po Ai Road, Taipei 100, Taiwan, R.O.C. Phone: 886-2-2381-6288 http://www.sinopacsecurities.com INDEPENDENT ACCOUNTANTS Wu Kuo-Feng & Wang Ming-Jhy, CPA KPMG Peat Marwick 6th Fl., No. 156, Sec.3, Min-Sheng East Road, Taipei 105, Taiwan, R.O.C. Phone: 886-2-2715-9999 http://www.kpmg.com.tw DOMESTIC STOCK EXCHANGE LISTING BenQ Common shares Taiwan Stock Exchange Corporation http://www.tse.com.tw/en/ OVERSEAS SECURITY EXCHANGE LISTING For further information, visit BenQ worldwide website and login at Investor Relations BenQ Global Depositary Shares Luxemburg Stock Exchange ISIN: US0823012010 http://www.bourse.lu BenQ Euro Convertible Bonds Luxemburg Stock Exchange ISIN: UX0124567602 http://www.bourse.lu 2 2005 Annual Report Corporate Strategy Corporate Strategy Projector PE7700 BenQ enters 2006 a better known brand in many Asia Pacific and European markets. e company is building its 5C strategy (computing, communications, consumer electronics, crystal & component, cool brand & caring) to better address market trends and consumers’ digital lifestyle needs. At BenQ, we believe the new digital lifestyle is being shaped by the meeting of opposites. No where is the new digital lifestyle more obvious than where work meets play, and where style fuses with function; where connectivity is married with mobility, and where here mixes with there; where the familiar is united with the unexpected, and where technology and enjoyment merge to become one. Since the inception of the BenQ brand four years ago, BenQ has achieved its initial goals of high growth and awareness. In 2005 BenQ introduced a new entrant onto the global stage, BenQ Mobile, in the mobile handset industry when BenQ acquired Siemens AG’s mobile devices business group. We believe this new combination of precision German crasmanship and digital enjoyment will power BenQSiemens’ unique growth platform. Having achieved its goals of awareness building in many key markets, BenQ now enters a new phase of growth with the goal of becoming a brand that consumers prefer. 2005 Annual Report 3 5C Corporate Strategy 5C Strategy Better Addressing Market Trends and Consumer Digital Lifestyles 5C For a number of years, BenQ has been developing leading–edge products consistent with the company's computingcommunications-consumer electronics (3C) roadmap. Today, BenQ is one of a few Asian brands expanding beyond the 3C technology arena; BenQ's business/product strategy now incorporates two additional elements-- BenQ's crystal TFT LCD technology and cool branding -- to make up what we call the 5C strategy. We are optimistic that BenQ's 5C strategy will enable the company to better address multimedia convergence trends, which we believe will center on three applications having one common element in the crystal TFT LCD technology: mobile phone, laptop computer, and television. With crystal TFT LCD technology playing an essential role in all these applications and BenQ's group of companies possessing Know-how on key component technologies, BenQ is well positioned to realize 5C vision of building a cool brand strong on lifestyle benefits, leveraging strong core technological strengths. 4 2005 Annual Report Corporate Strategy Meeting of Opposites BenQ's Design Philosophy To fulfill BenQ’s vision of "Bringing Enjoyment and Quality to Life," BenQ established its Lifestyle Design Center (LDC) focused on delivering better designs and technology to meet consumer demands. BenQ’s design philosophy highlights harmony in the "Meeting of Opposites" and optimal fusion of functional and emotional benefits. BenQ extracts the essence of the Western & Asian culture, philosophy, architecture and artifacts, and infuses it with modern occidental design composition to create a unique design language. Winner of 125 global awards in the past four years, BenQ is establishing itself as a leader in industrial design and positioned to score winning impressions. - BenQ Lifestyle Design Center "If we could test design on a temperature meter, we would find modernism or rationalism on the extreme cold side and postmodernism on the extreme hot side." - Andrea Branzi, highly respected Italian architect/designer BenQ design, staying abreast of lifestyle trends and moving swily between the extremes of hot and cold, seeks the most optimal temperature. 2005 Annual Report 5 BenQ-Siemens Visual Identity - Squound Square + Round e BenQ-Siemens visual identity is to present the best combination of both brand values (German heritage engineering and Designing enjoyment) and strengthen the joint brand with instantly recognizable visuals for the brand migration period. A synthesis of square (stands for Siemens' rational values) and round (stands for BenQ's organic, emotional values), the Squound represents that two companies fusing their respective traits to the market and the consumer: East meets West. e Squound is not only purely decorative but always has a function. It must be attached to one of the most important elements in the page, e. g. the headline, the product name, the product, etc. 2D Squound is used for restricted purposes and as a base for layout development while 3D Squound is used whenever applicable. Squound is the special identity that represents the connection of these two brands and will be used for mobile phone product line only. A set of category patterns for BenQ-Siemens were developed based on BenQ's existing patterns, but has been made more dynamic and more recessive in color to communicate the new sophistication and technology that BenQ-Siemens offers. 2D Squound 6 2005 Annual Report 3D translucent Squound Corporate Strategy Keep Exploring Technology meets enjoyment For our new age digital denizen, life flows seamlessly from one new experience to another. And while enjoyment always matters, our vision now pushes it to the next level. Where the old distinctions between work and play, global and local, young and old get blurred. Where styles fuses with functionality, where connectivity is married with mobility, where technology and enjoyment finally merge to become one. Aer all, when opposites embrace, walls are torn down setting you free to explore totally new experiences in digital living. With the strategic acquisition of the Siemens mobile division, BenQ is poised for the next level in global leadership, powering the 3Cs of digital convergence. e acquisition perfectly represents BenQ's design philosophy - “meeting of opposites”; combining Siemens' engineering reliability with BenQ's acclaimed design innovativeness. e perfect synergy of BenQ's youthful dynamism and Siemens' technological trust; blending BenQ's strengths in connectivity & display technology, with Siemens' wireless & GPRS portfolio. And it reflects the core BenQ philosophy of looking at constant integration of opposites to challenge conventions and create breakthrough ideas. Exploring possibilities of 3C lifestyle e sheer spirit of exploration has the power to change worlds. is is why BenQ constantly strives for innovative ways to enhance people's lifestyles into 3C digital spheres – communication, consumer electronics and computing. One of the fastest growing spheres is communications, making it the driving force behind BenQ's recent acquisition of Siemens' mobile devices business group. It's this unique explorative spirit that will drive us into the future. Our brand personality embodies these very values: to be challenging in a way that breaks conventions, to be original such that we deliver the unexpected, to be authentic in terms of simplicity and reliability, to be vibrant in our dynamism and design, and most importantly, to be joyful, so that every new BenQ product delights you with freshness. Fusing lifestyle with design BenQ's product design is based on the simple belief that technology too must have a human soul. BenQ sees technology products not just as a functional tool, but as a symbol of the user's individuality & lifestyle. And as with everything else in BenQ, BenQ's product design reflects the harmony of opposites. Blending subtle minimalism with touches of luxury, BenQ extracts the essence of Asian design fluidity and infuses it with modern Western technology. us creating an elegant design language that's totally unique to BenQ. Bringing enjoyment & quality to life As one of the rare few technology brands with a complete portfolio in the three areas of Computing, Communications and Consumer Electronics, only BenQ can make this vision come alive. So switch on the enjoyment and keep exploring. BenQ promises to make every experience of networked personal electronics an enjoyable one. Because we believe enjoyment comes when people experience and explore more. When they can create, share and achieve more using better tools and technologies. When they truly fulfil their true potential. is is why BenQ keeps exploring and pushing every boundary in all areas of 3C Lifestyle Enjoyment, to truly brings enjoyment and quality to life. 2005 Annual Report 7 BenQ Group-Sharing Resources and Leveraging Synergy BenQ Group AU Optronics Darfon Electronics ■Digital Media Business ■TFT-LCD Modules ■Keyboard & Mouse ■Mobile Business ■PDP Modules ■Fine Ceramic Power Devices ■Computing Products Business ■OLED/LTPS ■Inverters ■Telecommunication components Daxon Technology Cando Raydium ■Storage Media/Polarizers ■Color filters for TFT-LCD displays ■TFT-LCD driver IC solution provider Airoha Technology PBDS BenQ GURU Soware ■RF/mixed signal IC ■Digital Media ■E-Business Solutions & Services ■Solutions for wireless applications 8 2005 Annual Report America Germany Japan Germany China Corporate Strategy 125 International Design Awards America 2005 Annual Report 9 iF Design Award 2006 Seventeen BenQ lifestyle designed products will receive the prestigious 2006 iF Design Award for design excellence, including a BenQ scanner which will also receive iF International Forum Design’s top honor, the Gold Award. e addition of the 17 iF awards brings BenQ’s total number of iF Awards to 35. BenQ expects to reposition itself as an industry leader and secures leadership in innovation, leadership in design and user experience, and leadership in multimedia and applications since BenQ's acquisition of Siemens' mobile devices business group. e iF Design Award is deemed as one of the most significant design competitions worldwide. BenQ design philosophy "Meeting the Opposite" is focused on enhancing the consumers' lifestyles by incorporating both functional and emotional elements into our product designs. 10 Mobile Phone BenQ M580 Mobile Phone BenQ-Siemens S81 Mobile Phone BenQ-Siemens S88 Mobile Phone BenQ-Siemens E61 Mobile Phone BenQ-Siemens CF81 Mobile Phone BenQ-Siemens CL71 Mobile Phone Siemens CF110 Mobile Phone Siemens SL75 Mobile Phone Siemens AX75 Digital Camera BenQ DC E520 Digital Camera BenQ DC X610 Wireless Optical Mouse BenQ M530 LCD Monitor BenQ FP72V LCD Monitor BenQ FP93V LCD TV BenQ VL3231 Scanner BenQ 7350CT Pocket Writer BenQ PW100 2005 Annual Report Review of Operations and Product Strategy Operations and Product Strategy BenQ-Siemens S88 ■Mobile Business Group ■Computing Products Business Group ■Digital Media Business Grorp 2005 Annual Report 11 Mobile Business Group ings change for the better through exploration. BenQ is constantly striving for innovative ways to enhance people's lifestyles in 3C digital sphere – communication , consumer electronics and computing. One of the fastest growing spheres is communications, making it a strong driver in BenQ's recent acquisition of Siemens' mobile devices business group. Together they form a fresh new player in the mobile industry: BenQ Mobile. e power of the new BenQ-Siemens brand lies in the ability to unite complementary strengths. BenQ-Siemens brings together the best of two worlds – uniting Siemens, a telecommunications pioneer with BenQ, a technological lifestyle leader. e new brand combines engineering quality and reliability with a true sense of enjoyment and appealing design, reflecting an interplay between design and functionality that is leading to innovative and bringing new surprising and elegant products. To realize our long-term sustainable business model, we formed a complementary partnership with Siemens Mobile Devices in October of 2005. BenQ Mobile was formed and overnight we became a real 3C powerhouse. is is without a doubt the biggest change BenQ has seen since its establishment. - K.Y. Lee, Chairman Main products ■GSM/GPRS/EDGE mobile phones ■W-CDMA mobile phones ■Smartphones ■CDMA IS-95/CDMA 2000 1X RTT mobile phones ■Wireless PDA's Review of Operations Business Results Since BenQ acquired the Mobile Devices ("MD") business of Siemens AG on 1 October, 2005, this has created the world's sixth handset maker, and the largest mobile phone technology company in Greater China. e company expects its revenue base should come close to doubling with the acquisition. e partnership, headquartered in Munich, created one of the world's leading global players in the mobile handset industry, with strong global manufacturing, design expertise and a robust intellectual property portfolio. e strategic partnership combined the uniquely complementary strengths of both companies. With the Siemens trademark for mobile phones and co-branding rights to BenQ-Siemens , this provided immediate global upli to BenQ's business development efforts through an association with the Siemens brand, which ranked number 39 in a recent global brand survey. 12 2005 Annual Report Mobile Business Group ■Merging the organizations in order to simplify and focus: ● Offering a compelling roadmap and introducing global categories to strengthen and “consumerize” portfolio ● Establishing one global product house to comprise important value creation functions (R&D, SCM and Procurement) ● Setting up new regional offices of sales and distribution to better address local markets and needs ■Introducing the combined brand BenQ-Siemens to communicate new identity and positioning ■Signing sponsoring agreement with Real Madrid soccer team to support new brand positioning ■Setting up a persistent cost management program Product Features and Awards Continuing a tradition of excellence, BenQ-Siemens launched 12 exciting new handsets in first quarter of 2006: BenQ-Siemens EF81 ■UMTS in a 15.9 mm slim magnesium clamshell ■2.0 megapixel camera for video telephony, still photography and video recording ■Two large displays (2.2 inch QVGA and 1.3 inch QQVGA) ■Premium materials ■Wide range of Headset Bluetooth solutions BenQ-Siemens EF91 ■High-speed data transfer and downloads via HSDPA Swi and easy sharing of photos, videos and multimedia content via 3.5G service ■Excellent high-resolution camera 3.2 megapixel autofocus camera with integrated LED flash and 7x digital zoom. Video recording, playback, streaming and progressive download. ■Brilliant display A brilliant display with 262,144 colors, LTPS TFT, 240 x 320 pixels, 2.0 inches ■Intelligent power saving via light sensors BenQ-Siemens EL71 Unexpected Finishing ■Real metal finish - brushed aluminum and magnesium ■Slim and compact slider - 16.5 mm thin ■Very bright QVGA display for optimal readability both indoors and outdoors, 262,144 colors 2005 Annual Report 13 BenQ-Siemens CF61 Multifaceted Snapshot Phone ■Exchangeable front covers to suit your style ■3D surround sound allows you to enjoy music with friends ■High-quality 1.3 megapixel camera with "9 consecutive shots" & "living picture" options ■MicroSDTM slot BenQ-Siemens EF51 ■A fully featured music solution: FM-Radio, music-player (MP3/WMA/AAC(+)), music MMI, miniSD? card slot, easy file transfer mobile phone – PC, bundled stereo headset and USB data cable ■ Dual mode design concept: music player style with special music keypad in closed mode, mobile phone in open mode ■More than a music player: Music specials: Speech-to-MusicTM, audio & FM radio recording, 3D surround sound and 6 band equalizers, Show-lyrics function. 1.3 mega pixel camera with 4x digital zoom. BenQ-Siemens E61 ■iF Design Award 2006 ■Exquisite and fashion ID design ■Musical fun with dedicated MP3 control keys on the top ■Extendable memory card (Mini SD) ■VGA camera, 2x/4x linear digital zoom ■Loud speaker playing BenQ-Siemens CL71 ■iF Design Award 2006 ■Super slim slide phone with semi-automatic slider mechanism ■Rich multi-media applications ■Large and high-quality TFT display ■Extendable memory BenQ-Siemens S88 ■Brilliant Active Matrix OLED with 170o viewing angle and 10,000:1 contrast ratio for display of multimedia content, 2.0", 176 x 220 pixels ■2.0 megapixel camera with 16x smooth digital zoom, autofocus and LED flash ■ull multimedia support: video recording/playback, music player, microSDTM card slot ■Direct printing of pictures with PictBridge 14 2005 Annual Report Mobile Business Group BenQ-Siemens S81 Slim Look – Full UMTS ■UMTS with high-speed data rate (384 Kbps) realized in a slim design ■Video telephony via VGA camera ■Video streaming and downloading with H.264/AAC+ format ■MP3 player – microSDTM card slot (min 30 MB built-in memory) ■Integrated 1.3 megapixel camera with LED flash ■Full PIM function and easy PC synchronization BenQ-Siemens S68 Professional Convenience ■Premium slim design with an extraordinary finish ■Focus on core business functions ■Convenient usage with voice message and dictaphone key, Fast DialingTM key ■Optimal visibility of display content under all lighting conditions ■Design focused on best ergonomics and usability BenQ-Siemens C81 Multimedia Companion ■Full multimedia support: video recording, playback and streaming ■Latest audio codecs: MP3-eAAC+ and enhanced music sorting ■Best-in-class loudspeaker for superior sound ■1.3 megapixel camera with 5x digital zoom ■Video ringtones and sound recorder ■128 MB RS-MultiMediaCard & Headset Stereo bundled for up to 10 h of music listening BenQ-Siemens P51 e Smart Navigator ■Full business functionality: Windows MobileTM 5.0, SKYPE, ActiveSync, e-mail push, document browsing and editing incl. PowerPoint ■Mobile navigator with integrated GPS receiver & onboard navigation solution (optional) ■Seamless connectivity: WLAN 802.11 b/g, Bluetooth , USB, SDIO slot ■Easy date input: QWERTY keyboard, large touchscreen display ■Full multimedia features: 1.3 megapixel camera, media player for video & music, ... 2005 Annual Report 15 Research & Development Technologies in deployment ■GSM/GPRS/EDGE tri-band mobile phones ■W-CDMA mobile phones ■HSDPA mobile phones ■WIFI/WLAN enabled mobile phones ■Windows mobile-based smart phones ■CDMA 2000 1X RTT mobile phones ■Symbian-based smart phones On-going efforts ■Innovative user-interface concepts and materials ■Navigation (GPS) ■Other user experience enhancing technologies (cameras, displays, storage, etc.) Industry, Product Overview and Outlook Overview and Outlook According to various research estimates, the size of global mobile phone market is expected to grow from 772 million handsets in 2005 to 1,129 million handsets in 2010. Regional markets in descending order of market size are as follows: Asia, North America, Western Europe, Latin America, the Middle East and Africa, and Eastern Europe. Regional markets in descending order of growth rate are Asia, the Middle East and Africa, Latin America, North America, Eastern Europe and Western Europe. With the world's largest population and strong demand in new mobile phones, Asia is the number one market by size and by growth rate. e Middle East and Africa have also grown fast due to strong demand in new mobile phones. Increasing penetration in mobile phones has slowed down the expansion of new users in Latin America. However, growing demand in mobile phone replacement has led to a certain degree of expansion for overall market size. In terms of North America, Western Europe and Eastern Europe, because of steady replacement handset purchases, their market sizes remain the same. Driven by high growth of new subscribers in emerging markets (e.g. India, Russia) and strong replacement sales in saturated markets we expect that global sales of mobile phones to end users will grow with more than 10% yoy (unit base). Source: Strategy Analytics, February 2006 16 2005 Annual Report Mobile Business Group Competition and Market Share Global sell-in mobile phones 2005 (units) -all standards Source: Strategy Analytics, February 2006 In 2005 worldwide sell-in in all handset technology standards, amongst global top five mobile phone brands in descending order are Nokia with 32% share, Motorola with 18% share, Samsung with 13% share, LG with 7% share and Sony Ericsson with 6% share. BenQ Siemens was ranked No 6 with 5% share. Global sell-in mobile phones 2005 (units) - GSM only Source: Strategy Analytics, February 2006 In 2005 worldwide sell-in in GSM standard, global top five mobile phone brands in descending order are Nokia with 38% share, Motorola with 17% share, Samsung with 12% share and Sony Ericsson with 8% share. BenQ Siemens was ranked No 5 with 6 % share. 2005 Annual Report 17 Product Strategy in 2006 Key elements of BenQ's product strategy include: ■Enhancing the portfolio BenQ-Siemens focus is on exploring the boundaries of innovation in design and technology, leading with 3G innovations (HSDPA), pioneering display technologies (OLED) and capitalizing on design trends towards slimline phones and leading with authentic materials - like magnesium, aluminum, stainless steel. ■New positioning Driving towards a clear positioning of substance and emotion through the fusion of engineering competence with consumer lifestyle and design, resonating strongly with the targeted Exploration segment. Launching of new BenQ-Siemens brand with a 3-event strategy targeting diverse key audiences: -Brand launch in Berlin & Beijing: Events well covered by top tier news, business and industry media -3GSM Barcelona: Strong technology and trade press, coverage -CeBIT Hanover: Consumer and general media, coverage 12 new BenQ-Siemens handsets in Q1 2006, including first HSDPA phone (3.5 G) Mid- and high-end phones are listed on tier-one operators' roadmaps (e.g. EF81, S68, EF91, etc.) Fusion of engineering competence with lifestyle and design ■Production, R&D and Design Synergies Realizing synergies: One global product house going forward (R&D, SCM, Procurement) with no duplication in functions, increasing speed while driving down cost Offloading complexity: Consolidation of product and platform development at self-sufficient R&D sites Structuring market-driven organization: Category managers in charge of each identified key customer segment ensuring enhanced product experience ■Top line and cost improvement Material savings to accelerate beginning in Q2/Q3 with ramped-up production of new models—redoubling BenQ resources to achieve cost-cutting goals. Savings in functional expenses well on track. Driving top line by improving the average selling price ■In less than two quarters, BenQ-Siemens have re-established themselves as a leader: In innovation –Radio Technology HSDPA, Services over the Air –Display Technology OLED –Material Technology In design and user experience –1/3 of devices with awards –Slim line in all form factors –Dedicated interfaces and “Simplexity” 18 2005 Annual Report Mobile Business Group In multimedia and applications –10/12 with camera up to 3.2 Mpix –11/12 with Multimedia –Onboard navigation –Cameras incl. autofocus –DRM “Playsforsure” and Google –3D sound ■Restoring customer confidence and market share Restored customer confidence. Reevaluate growth perspectives by product and Region (North America, India, Africa. Increasingly leverage complementary (BenQ-Siemens) presence. Mobile BG in Q1 2006 BenQ-Siemens EF81 BenQ-Siemens S68 BenQ-Siemens S88 BenQ-Siemens S81 BenQ-Siemens EF51 BenQ-Siemens EF91 BenQ-Siemens C81 BenQ-Siemens P51 BenQ-Siemens CF61 BenQ-Siemens CL71 BenQ-Siemens E61 BenQ-Siemens EL71 2005 Annual Report 19 Computing Products Business Group To better meet the needs of changing business conditions and streamline operations, Display & Imaging Business Group, Computing Products Strategic Business Unit and Storage Business Unit reorganized beginning August 2005 and changed its name to Computing Products Business Group. To bring together two of the industry's leading players and enhance the overall competitiveness of Taiwan's storage sector, LiteOn IT and BenQ formed a strategic alliance through manufacturing integration in optical storage products in 2006. As part of the alliance, Lite-On IT will acquire BenQ's storage-related assets, including BenQ's ODM customer portfolio and the rights to use BenQ's technology portfolio. Lite-On IT will also receive order commitments on BenQ-branded storage products. BenQ will continue focusing on the marketing and sales of storage products and this strategic transaction will allow BenQ to better address our ODD branded and 3C opportunities. Main products ■Display Business Division: 15"/17"/19" multimedia LCD monitors, 15"/17"/19" LCD monitors for business use, 19"/20.1"/23" LCD monitors for professional applications ■Storage Business Division: high speed read only optical drive (CD-ROM), high speed re-writable optical drive (CD-RW), digital versatile disc drive (DVD-ROM), combo drive, digital versatile disc writer (DVD-RW) ■Computer Business Division: Joybook notebook persomal computers ( PC ) ■SPC Business Division: color laser printers, flatbed scanners, high resolution film scanners, color inkjet orinters, color multifunction printers Review of Operations Business Results BenQ in 2005 sold 9.7 million units of LCD displays, representing 35% of year-on-year growth. A top-three global LCD display manufacturer of all sizes categories, BenQ commands number one position in 20"-and-above sizes, with a 25% market share. Overall sales in 2005 remained little changed as a result of declines in average selling price. BenQ recorded strong unit growth in its sale of Joybook notebook PC’s. e company sold 230,000 units worldwide, a growth of 130% compared with that of 2004. Growth was especially strong in China and Europe. BenQ enters 2006 a strong player in the notebook space and positioned to enter top-ten position in some targeted markets where the Joybook competes. 20 2005 Annual Report Computing Products Business Group Product Features and Awards FP72V 17" LCD Monitor ■e FP72V is a the paradigm of BenQ's thoughtful design. e FP72V utilizes an innovative light sensor, which can automatically detect ambient light conditions and adjust the monitor’s brightness and contrast levels. e FP72V is designed to optimize the comfort of your work environment. Utilizing its Timer function, parents can adjust and limit the usage of the computer for their children. ■Best Innovation Award at 2005 CES DW1655 16X Light Scribe / DVD Writer ■(LightScribe) Light Scribe Technology ■Supports BenQ's exclusive QSuite soware, diversified DVD Writer's Application ■16X High Speed DVDR Writer ■Supports DVD Dual Layer (8.5G) ■Supports BenQ's exclusive DCS, ADCS and AFCS (DCS, Dual Cooling System - ADCS, Anti-Dust Cooling System and AFCS, Air-Flow Cooling System ) ■Supports Solid-Burn, auto-adjusting writing technologies to enhance. ■Editor's Choice award from Europe's CDRInfo magazine ■Obtained Extreme Excellence Award from America's ExtremeMHz 3500 Multi-Function Printer ■BenQ's Multi-Function Printer CM3500 Multifunction printer won National Awards of Excellence 2005; the CM3500 can photocopy pictures and documents in color. ■e CM3500 also won Best Choice of Computex Taipei 2005 Award in peripherals category. Joybook S72 ■Shares the same ID design with Joybook 7000, which received the G-Mark Award and the Red Dot Award. ■14" widescreen (WXGA 1280 x 768), with 200 nits brightness ■Futuristic Magnesium Alloy Casing ■Pioneering “Front air-intake cooling system ■Ergonomic, curved keyboard design ■Innovative no-latch design ■Integrating a laser-pointed remote control device ■Zero-Gap touchpad design ■Elevated screen hinge design ■Built-in ATIR MobilityTM RadeonTM X600 delivering outstanding graphic performance ■QPower-BenQ's exclusive "Intelligent power management system 2005 Annual Report 21 Research & Development Technologies in deployment ■LCD Monitor: On October 21, 2005, BenQ took the lead to launching FP93GX, a monitor with lightning-fast 2-ms gray-togray response time. e technology of AMA (Advanced Motion Accelerator) delivers the excellent response time performance to the market. ■Optical Writer: 16X DVDRW, Slim DVDRW, CDRW Modules, Light-Scribe Technology, Intelligent Solid-Burn Technology. ■Joybook: Featuring a full line-up of notebook computers with best-in-class brightness attributes. Joybook R53 is the world’s fastest in terms of response time 15.4” wide-screen display notebook featuring 16ms response time. On-going efforts ■LCD Monitor: BenQ have had good success developing monitors for everyone use; the Company plans to continue expanding into higher-end monitors for professional use. ■Optical Writer: 2nd generation of Blue-Ray Disc Writer, CDR for game application, slim slot-in type CDR, AV module application. ■Joybook: 1.Launching certified "green" Joybooks in Q1 2006. 2. Integrating an increasing number of mobile multimedia applications. 3. Enhancing interface integration. ■Multi-Function Printer: 1. Developing second generation of print heads to improve printing speed and color processing. 2. Strengthening fax applications and other applications such as card reader, picture bridge... etc. 3. Developing cordless MFP capabilities, enhancing Bluetooth and Wi-Fi connectivity. Industry, Product Overview and Outlook Overview and Outlook Display Business Division DisplaySearch estimates that the global market size of LCD display to be 106.2 million units in 2005. Total global demand for LCD display in 2006 is forecast to grow to 130 million units. We expect the growth rate to slow in 2006. Beyond 2006 annual growth rate should continue to plateau with growth rates potentially going below 10%. Supply of LCD panels should continue to outpace demand in 2006, and we see this phenomenon continuing over the next several years. We believe companies having advantages accessing key components, economies of scale and advantages in product execution should continue to outdistance competition. Storage Business Division TSR Data indicates the total market size grew 14% over 2004 to 282 million drives with DVDRW growing the fastest. Estimated total demand for 2006 is 298 million drives, an increase of 6% over 2005. On 10 April 2006, BenQ and Lite-On IT announced that they have formed a strategic alliance that will bring together two of the industry's leading players and enhance the overall competitiveness of Taiwan's storage sector. e transaction is expected to increase Lite-On IT's global market share , making it the world's No. 2 optical disk drive (ODD) maker. 22 2005 Annual Report Computing Products Business Group Computer Business Division According to IDC, total demand for notebook PC was approximately 65 millions units in 2005 compared with 49 millions units in 2004, which translates to a growth of 33%. With the price point of notebook continuing to come down, we expect demand for notebook PC's to continue exponential growth in the next few years. With introduction of Intel Napa Dual Core platform and Microso Vista, we believe we should see a pick up in demand for replacement PC's. Total demand for notebook PC should reach 95 million units in 2008, according to industry analysts. SPC Business Division Shipment of multifunction printers has grown nicely over the past several years. Competition, however, was fierce in 2006 with the entry of a number of low-priced products. While we are seeing good momentum with BenQ-brand printers, we have continued to co-operate with leading U.S. and Japanese brands on an ODM basis. With our own-brand printers, we will continue to focus on developing opportunities in emerging markets such as Middle East and China. Competition and Market Share Display Business Division According to DisplaySearch, BenQ-branded LCD-monitor ranked in 7th place in 2005; BenQ ranked 5 in China, 7th in EMEA and Asia Pacific, 9th in Latin America and 15th in Japan and North America. Importantly, BenQ is No.1 globally in 20-in-orabove segment with a market share over 25% worldwide. A top-three LCD-monitor manufacturer in the world, we believe we are well positioned to improve on market standing in 2006, leveraging BenQ know-how --in particular our "SenseyeTM Technology" -- and the benefits of backward integration with panel makers including AU Optronics. Storage Business Division Competing in this extremely competitive environment,.Korean and Taiwanese manufacturers have held market share greater than 80%. e global top four are significantly more competitive in material and manufacturing cost. e strategic alliance that Lite-On IT and BenQ form in optical storage products should, we believe, enable Lite-On IT to further improve its competitiveness in the ODM market. With the alliance, Lite-On IT will become the world's second largest ODD manufacturer. 2005 Annual Report 23 e World's top four makers of Half Height Optical Drives ( 2005 ) Manufacturer World Ranking Market Share HLDS 1 30.3% TSST 2 21.6% Lite-On 3 19.9% BenQ/PBDS 4 9.5% e World's top four makers of Half Height DVD RW drivers ( 2005 ) Manufacturer World Ranking Market Share HLDS 1 30.4% NEC 2 15.8% TSST 3 11.7% BenQ/PBDS 4 11.6% Source: TSR Jan/06 Computer Business Division: According to Gartner Dataquest, BenQ-branded joybook ranked 19th wordwide, 13th in Asia Pacific, 24th in Eastern Europe and 19th in Western Europe in 2005. Growth was especially strong in China and Europe. SPC Business Division BenQ's scanner products commanded a 22.3% global market share in 2005. Product Strategy in 2006 Key elements of BenQ's product strategy include: Display Business Division ■Continuing to focus on larger-sized, high-performance models where we believe BenQ has distinct advantage. ■Aggressively focusing on promoting the high-performance benefits – including image quality and color brightness – meeting the needs of discerning professional users and video game enthusiasts. ■Continuing cooperating with AU Optronics to develop high quality LCD monitors. Developing partnerships with tier-one panel vendors to ensure smooth procurement. ■Growing market share to maximize the benefits of scale economy. ■Increasing BenQ's market share in Europe, as well as strengthening distribution in the emerging markets transitioning from CRT to LCD monitors. 24 2005 Annual Report Computing Products Business Group Storage Business Division ■Shortening time to market and product launch. Co-operating with Philips on developing the next generation of Blue-Ray optical drives. ■Increasing shipment of game playing devices driving revenue and profit generation. ■Launching the 2nd generation of DVD-RAM drives and Light Scribe Writers. Computer Business Division ■Enhance interface integration with BenQ's 3C products such as mobile phones, storage, etc…, including incorporating built-in DTV capability and integrating video / audio applications. ■Re-engineer for greater organizational effectiveness and channel efficiency. SPC Business Division ■Accelerating revenue growth for enhanced scale. ■Strengthening vendor relations and have vertically integrate to increase profitability. Computing Products BG in Q1 2006 Joybook R53 Joybook S61 Joybook S73 DVD-RW DW1670 DVD-RW DW1655 LCD Monitor FP93V LCD Monitor FP91R LCD Monitor FP241W LCD Monitor FP92E LCD Monitor FP785+ Color multifunction printer CM3500 Color laser printer CP25 2005 Annual Report 25 Digital Media Business Group Digital Media's scope encompasses a number of high-growth products having strong synergies with each other. We aim to capitalize on these synergies in executing leading-edge, high-margin products, beginning with BenQ's market-leading projector, LCD TV and digital camera-center pieces of the digital home, offices and digital mobility. BenQ provides the total Enjoyment Network in office and at home to customers by integrating strong product technologies. Amongst many of BenQ's innovations, we have continued to leverage BenQ's image-enhancing senseye technology that delivers stunning, theater-like performance in the office and digital home. Main products Digital projectors, LCD TVs, digital cameras, car displays. Review of Operations Business Results Projector shipment reached a record high in Q4 last year. BenQ-branded projectors are fast gaining recognition worldwide due to BenQ's innovations, sleek product design and successful channel strategy. BenQ projectors ranked No.2 in the world in terms of units shipped in Q4 of 2005. Equipped with anti-flare Super Multi-Coating technology from Pentax, our digital camera is able to greatly enhance vividness of images. Our partnership with Pentax has enabled BenQ to significantly upgrade our product offerings. Shipment in Q4 also set a record high. LCD TV also scored many wins. Built with exclusive display technology that is more responsive to the full potential of the human eye, BenQ's LCD TV optimizes contrast and sharpness, generating unparalled clarity and depth. 26 2005 Annual Report Digital Media Business Group Product Features and Awards Home Cinema projector PE8720 ■Cinema class DC3 chip from TI ■Native 16:9 ■High Resolution: 1280x720 ■Ultra-High Contrast Ratio of 10000:1 ■Senseye color engine powering superior color reproduction ■eater-like viewing experience ■Equipped with professional HDMI/HDCP connector LCD TV DV3251/DV3253 ■SenseyeTM Technology ■Professional Home eater video and audio chip ■HDTV Compatible ■16:9 ratio guarantees zero distortion ■Fast response time LCD TV DV3750 ■SenseyeTM Technology ■1920x1080 full HD resolution ■High contrast ratio ■High Brightness ■3D Edge Filtering capsulizing video clarity ■DCDi de-interlacing ■SRS TruSurround XT ■HDTV Compatible Digital Still Camera DC E520 ■High quality Pentax smc lens with slim and stylish DSC body ■Superb high resolution: 2.5" LTPS LCD display ■DVD like quality, high resolution and fluid movie recording capability ■Stylish silver with slim body design, equipped with powerful battery with 300pcs picture shots ■E520, X610 recipients of the iF Design Award 2005 2005 Annual Report 27 Research & Development Technologies in deployment ■Projector: the PE8720 offers the highest contrast ratio in the world (10000:1). e MP 610 is the quietest data projector currently available (25dp). e CP120 is the smallest wireless projector in the world. ■LDC TV: BenQ's Home eater LCD Display series will be launched encompassing a full range of sizes: 20", 26", 32", 37", 46". Additionally, the 37" and 46" models will be fully HDTV compatible with an ultra high 1920X1080i resolution. On-going efforts ■Projector: High Lumens, wireless projector and DLP rear projection TV over 70" in size. ■LCD TV: Future BenQ LCD TV models will integrate an ever greater array of digital-home applications, fully capitalizing on the benefits of ATSC and DVB-T technologies. ■DSC: Developing slim, high-performance DSC/display devices. Industry, Product Overview and Outlook Overview and Outlook Projector Compared with a spectacular 2004, 2005 was a down year, with volume up 15% year on year and ASP down 30%. Like most projector makers, BenQ faced issues relating to inventory correction in the first half. We were able to regain strength in the second half capturing a greater share of the mid-to lower-priced market segments. BenQ's recovery was complete by year-end when BenQ projectors ascended to the No.2 projector brand in terms of shipment in Q4 of 2005. LCD TV As global LCD TV sales volume sky rocketed in 2005, several market research associations and vendors are extremely optimistic in the growth of 2006. According to DisplaySearch, the global LCD TV shipment reached 20 million pieces in 2005, and total shipment of LCD TV panels should reach 27 million pieces. e growth of LCD TV in 2006 is estimated to be 80%, as a result, global shipments forecast at 37-38 million pieces, and shipment of LCD panels forecast to reach 42 million units. DSC 2005 was a turning point in DCS industry. Japanese DSC makers began to co-operate with non-Japanese vendors in response to growing competition. To give an example, Pentax began licensing its world-class lens technology to non-Japanese competitors including BenQ. Slimmer designs and innovative features have added elements of differentiation in an otherwise crowded space. e DSC, it seems, is no longer all about pixel count. We expect migration in favor of slimmer models and strong multimedia functionality to continue. We believe BenQ is nicely positioned in a space that will increasingly reward IT technology players. Competition and Market Share BenQ projector went from No. 7 in the world in 2004 to No. 6 in the first half of 2005. In Q4 of 2005, BenQ projectors took over 2nd place in global sales. 28 2005 Annual Report Digital Media Business Group Product Strategy in 2006 Key elements of BenQ's product strategy include: Projector ■Expanded projector line-up including more media and wireless applications. LCD TV ■All series to be equipped with BenQ's state-of-the-art "senseye" technology. Continuing to elevate core technology in various areas. ■While providing viewing pleasure with stunning picture quality, BenQ's LCD TV will come equipped with enhanced connectivity, interfacing DVD recorder, home theater, gaming console, just to name a few. We expect LCD TV will be the center piece of the new digital home. DSC ■Driving greater penetration of BenQ's DSC to CE or 3C channels. ■Targeting professional DSC users. Digital Media BG in Q1 2006 Projector PE7700 Projector W100 LCD TV DV3253 Projector W10000 LCD TV PL4271 Digital Camera DC C530/C630 Projector SP820 LCD TV VL4233 Digital Camera DC E600 Projector MP770 Projector CP120 LCD TV VA421 Digital Camera DC P500 Azteca 516 Digital Camera DC X600 2005 Annual Report 29 Corporate Governance Joybook R53 30 2005 Annual Report Board of Directors and Supervisors Corporate Governance Chairman - K. Y. Lee Director - Sheaffer Lee Director - Stan Shih Director - HB Chen Director - Jerry Wang Director - Ding-Yuan Yang Director - Philip Peng(*) Supervisor - Ronald Chwang Supervisor - S.C. Hong Title/Name Education & Experience Current Positions Chairman: K.Y. Lee MBA, Switzerland IMD B.S., Electrical Engineering, National Taiwan University Vice President of Acer PC Product Marketing Chairman: AU Optronics Corp., Darly Venture Inc. Director: Darfon Electrics Corp., Daxon Technology Inc. Director: Stan Shih M.S., Electronical Engineering, National Chiao Tung University Chairman of Acer Group Chairman: iD SoCapital Inc. Director: Acer Inc., Wistron Corp., Taiwan Semiconductor Manufacturing Company Director: Sheaffer Lee B.S., Electrical Engineering, National Cheng Kung University Assistant Vice President of Acer America Chairman: Darfon Electronic Corp. Director: AU Optronics Corp., BenQ Asia Pacific, Darly Venture Inc. Director: H.B. Chen B.S., Communication Engineering, National Chiao Tung University General Manager of BenQ Malaysia Chairman: Wellypower Optronics Co. Ltd. President: AU Optronics Corp. Director: Jerry Wang EMBA, underbird International Management Institute Vice President, Corporate Brand Management, Acer Chairman: BenQ Asia Pacific Inc. Director: Philip Peng(*) M.S., Business of Administration, National ChengChi University Senior Vice President & CFO of Acer Inc. Supervisor: Wistron Corp., President: iD SoCapital Inc. Director: Ding-Yuan Yang Ph.D., Princeton University M.S., Stanford University President of Winbond Electronics Corp. Vice Chairman of Winbond Electronics Corp. Chairman: UniSVR Global Information Technology Corp., Radiantech Inc., Integrated System Solution Corp., FameG SOTA Design Technology Inc. Director: CheerTek Incorporation, Opnet Technologies Co., Ltd. Supervisor: Aimtron Technology Corp. Supervisor: Ronald Chwang Ph.D. Electrical Engineering, University of Southern California,Los Angeles Acer Technologies Venture, President Acer America, America CEO Acer Peripheral Business Unit, President Chairman: iD Ventures America Director: ATI Technologies, Inc., Silicon Storage Technologies, Inc., iRobot Corp. Supervisor: S.C. Hong B.S., Economics, National Taiwan University Vice President of Far Eastern Textile Ltd. President of Hotung International Company Ltd. President of Hotung Venture Capital Corp. Chairman: Giga Venture Partners & Co. President: Hotung Venture Capital Corp. Vice President: Far Eastern Textile Ltd. (*): Acer Incorporated resigned from BenQ's board of directors on 14.04.2006 in anticipation of selling down its holdings of BenQ shares. 2005 Annual Report 31 Towards Better Corporate Governance Creating Value for Shareholders and Giving Back to the Community is an Integral Part of BenQ Value BenQ's board of directors (BOD) aims to continue acting in the best interest of our shareholders, in accordance with commonly accepted corporate governance principles. It's with the highest standard that our board members work closely with a dedicated team of supervisors and certificate public accountants in carrying out its supervisor duty. e board members shall benchmark BenQ against best-in-class corporate governance practices in safeguarding shareholders' interests and making recommendations that will enhance return-on-investment to our shareholders. - K.Y. Lee, Chairman Maximizing Shareholder Value While Supervising the Board of Directors as an External Supervisor "BenQ Supervisor needs to review the integrity and accuracy of the company financial reporting by working closely with the management team, internal and external auditors on a timely and efficient manner. In addition to adherence to accounting principles and assessment of risk control, by supporting the board of director, BenQ's Supervisor can help ensure corporate governance and transparency which are faithfully followed to protect the shareholder value. Ultimately, the shareholder value can be enhanced through the team work of BenQ Supervisor and the board to assist the management in its persistent effort to improve the company overall performance and competitiveness." - Ronald Chwang, Supervisor LCD TV VL3231 32 2005 Annual Report Material Resolutions Approved by Shareholders at Annual General Meeting and Board of Directors Date Meeting Approval Events 2005 1st BOD Meeting 1.Accepted BenQ 2004 business report and financial statements. Net sales of parent company for 2004 was NT$147.7 billion and of consolidated entity was NT$174.7 billion, and net income aer tax was NT$7,619 million, with earnings per share of NT$3.30. 2.Approved to revise the Articles of Incorporation. 3.Approved to elect Directors and Supervisors. 4.Approved to invest BenQ (shanghai) Ltd. in Mainland China by BenQ (L) Corp within the amount of US$ 10 million. 5.Approved to convene 2005 Annual General Meeting. 16.03.2005 2005 2nd BOD Meeting 1.Approved the proposal for distribution of 2004 profits and capitalization of 2004 dividends and employee profit sharing. Stock dividend of NT$0.5 per share and cash dividend of NT$1.5 per share will be distributed to shareholders. 2.Approved the record date for entitlement certificates to be transferred to common shares. 28.04.2005 2005 3rd BOD Meeting 1.Accepted BenQ financial statements for the three months ending on March 31, 2005. 2.Approved to issue of 2005 1st Unsecured Corporation Bond within the amount of NT$4 billion. 3.Approved to invest BenQ (IT) Co. Ltd. in Mainland China by BenQ (L) Corp within the amount of US$ 30 million. 4.Approved the change of Chief Internal Auditor. 18.05.2005 2005 Annual General Meeting 1.Accepted BenQ 2004 business report and financial statements. 2.Approved the proposal of BOD for distribution of 2004 profits and capitalization of 2004 dividends and employee profit sharing. 3.Approved the proposal of BOD to revise the Articles of Incorporation. 4.Elected Directors and Supervisors. 18.05.2005 2005 4th BOD Meeting 1.Elected K.Y. Lee as Chairman of BenQ. 06.06.2005 2005 5th BOD Meeting 1.Approved to Acquire Siemens AG's Mobile Devices Business. 2.Approved to propose of the issuance of new common shares to sponsor overseas DR offering within 150 million shares. 3.Approved to convene 2005 extraordinary General Meeting. 28.06.2005 2005 6th BOD Meeting 1.Approved the shareholder, Acer Inc., to offer its BenQ common shares for issuing Global Depositary Shares. 28.07.2005 2005 7 BOD Meeting 1.Approved to set up a new holding company in the Netherlands investing up to US$200 million. 28.07.2005 2005 Extraordinary General Meeting 1.Approved the Proposed Acquisition of Siemens AG's Mobile Devices Business. 2.Approved the Proposed Issuance of New Common Shares or Global Depositary Receipts (GDRs). 18.08.2005 2005 8th BOD Meeting 1.Accepted BenQ's financial statements for the six months ending on June 30, 2005. 2.Approved to propose of the issuance of new common shares to sponsor overseas DR offering within 150 million shares. 3.Approved to invest BenQ (Shanghai) Co. Ltd. in Mainland China by BenQ (L) Corp within the amount of US$ 10 million. 12.10.2005 2005 11th BOD Meeting 1.Approved to buy back 60 million shares within two months and the amount of NT$2.4 billion. 27.10.2005 2005 12 BOD Meeting 1.Accepted BenQ financial statements for the nine months ending on September 30, 2005. 2.Approved to invest BenQ (Shanghai Pudong) Co. Ltd. in Mainland China by BenQ (L) Corp within the amount of US$ 30 million. 3.Approved to invest BenQ (NanJing) Hospital Management Gonsultants Co., Ltd. in Mainland China by BenQ BM Holding Corp within the amount of US$ 1 million. 4.Approved to invest BenQ Guru Systems (Suzhou), Co., Ltd. in Mainland China by BenQ Guru Holding Limited within the amount of US$ 3 million. 14.03.2006 2006 2nd BOD Meeting 1.Accepted BenQ 2005 business report and financial statements. Net sales of parent company for 2005 was NT$125.4 billion and of consolidated entity was NT$176.8 billion, and loss aer tax was NT$5.2 billion, with losses per share of NT$2.12. 2.Approved to revise the Articles of Incorporation. 3.Approved to convene 2006 Annual General Meeting. 4.Approved to issue of 2006 1st Unsecured Corporation Bond within the amount of NT$4 billion. 5.Approved to invest BenQ Logistic (Shanghai) Co.,Ltd in Mainland China by BenQ (L) Corp within the amount of US$ 0.8 million. 6.Approved to invest Gallamt Preoisions (Suzhou) Co.,Ltd. in Mainland China by BenQ (L) Corp within the amount of US$ 8.9 million. 7.Approved to invest BenQ Mobile Holding B.V. within the amount of US$ 300 million. 8.Approved to invest BenQ (L) Corp within the amount of US$ 20 million. 9.Approved to invest China-based BenQ subsidiaries by BenQ (L) Corp within the amount of US$ 10.5 million. 10.04.2006 2006 3rd BOD Meeting 1.Approved Lite-On IT and BenQ to Form a Strategic Alliance through Manufacturing Integration in Optical Storage Products. 2.Approved to issue stock option of 100 million shares. th th 2005 Annual Report Corporate Governance 04.02.2005 33 Management Team Management Resources K.Y. Lee Chairman Sheaffer Lee President Eric ky Yu Chief Financial Officer Jerry Wang Chief Marketing Officer Irwin S Chen Mobile Clemens Joos Mobile Hemit Huang Computing Products Peter Chen Digital Media BenQ is led by a seasoned management team with a proven track record of product innovation and delivering returns to shareholders: ■ Long tenure with BenQ - Solid and Stable ■ One of the Strongest branding management teams in Asia ■ Lifestyle Design Center enhancing value of BenQ products 34 2005 Annual Report Corporate Executive Officers Title Name Personnel Education & Experience Other Current Positions K.Y. Lee MBA, Switzerland IMD B.S., Electrical Engineering, National Taiwan University Vice President of Acer PC Product Marketing Chairman: AU Optronics Corp., Darly Venture Inc. Director: Darfon Electrics Corp., Daxon Technology Inc. President & COO Sheaffer Lee B.S., Electrical Engineering, National Cheng Kung University Assistant Vice President of Acer America Chairman: Darfon Electronic Corp. Director: AU Optronics Corp., BenQ Asia Pacific Inc., Darly Venture Inc. Executive Vice President CMO Jerry Wang EMBA, underbird International Management Institute VP, Corporate Brand Management, Acer Chairman: BenQ Asia Pacific Inc. Senior Vice President Business Strategy Office Rick Lei EMBA, National ChengChi University B.S., Engineering Science, National Cheng Kung University President, Acer Digital Service Corp. Chairman: Airoha Technology Inc. Director: Raydium Semiconductor Co., Senior Vice President Computing Products BG Hermit Huang EMBA, National Taiwan University Electronics Engineering, National Taipei Institute of Technology - Senior Vice President BenQ Mobile Group Irwin S Chen Ph.D., EE, University of Maryland Manager, Qualcomm Inc. Director: Airoha Technology Inc. Senior Vice President Finance Division Eric Ky Yu MBA, Strathclyde Graduate business School, U.K. Controller, BenQ Malaysia Chairman: Daxon Technology Inc. Director: Gallant Precision Machining Co., Ltd. Supervisor: AU Optronics Corp., Darfon Electronics Corp., Airoha Technology Inc., BenQ Asia Pacific Inc., Darly Venture Inc. Vice President Computing Products BG Alpha Tsai EMBA, National Cheng Chi University M.S., Electrical Engineering, New York University-Stony Brook B.S., Electrical Engineering, Nation Taiwan University. - Vice President Global Manufacturing Operation Office CM Wu EMBA, Pacific Western University B.S., Electronics Engineering, Chung Yuan Christian University - Vice President Advanced Technology Center Kelvin Lee Ph.D., Electrical Engineering, National Taiwan University M.S., Electrical Engineering, National Cheng Kung University - Vice President Digital Media BG Peter Chen MBA, National ChengChi University EMBA, underbird International Management Institute B.S., Electrical Engineering, National Cheng Kung University Director: Darfon Electronics Corp. Associate Vice President Computing Products BG Hank Horng M.S., Mechanical Engineering, National Cheng Kung University Executive, PC Division, IBM Taiwan Executive, Strategy & Development, IBM China - Associate Vice President Computing Products BG Vince Liaw MBA, National ChengChi University B.S., ME, National Taiwan University - Director Computing Products BG Daniel Hsueh MBA, National Sun Yat-Sen University B.S., ME, National Taiwan University - Director Digital Media BG April Huang National Taiwan University Daxon Technology Inc. - Director Computing Products BG Richard Hsu M.S., ME, University of Oregon Acer Incorporated - Director Digital Media BG JY Hu MBA, National Taiwan University B.S., Applied Mathematics, National Cheng Chi University - Director Digital Media BG Robert Chang Dean of College of Commerce,National Cheng Chi University B.S., Mathematics, Soochow University - Director Finance Division Jasmin Hung MBA, Finance, California State University B.S., International Trade, Chung Yuan Christian University Controller, Daxon Technology Inc. - 2005 Annual Report Corporate Governance Chairman 35 Group Organization Company Organization Chart BenQ Corporation Shareholders Supervisiors Audit Team Borad of Directors Chairman President Corporate Operation Sales Operation Business Operation Administrative Operation Manufacturing Operation Advanced Technology Center Finance Division Taiwan Manufacturing Development Office HR Division America China Global Quality Assurance Office ITS Division Europe Malaysia Asia Pacific Mexicana Legal Office Regional Operation Branding Business Strategy Office China Lifestyle Design Center Corporate Venture Office Mobile BG Digital Media BG Computing Products BG e Czeh Republic 36 2005 Annual Report Affiliated Companies Corporate Governance 2005 Annual Report 37 Company Financials LCD TV VL3231 38 2005 Annual Report Capital and Shares Shares Type and Shares Outstanding Shares Type Notes Un-issued shares Total shares 2,624,880,011 375,119,989 3,000,000,000 Company Financials Common Shares Authorized Shares Outstanding shares* Listing Shares *include entitlement certificates Ownership and Distribution of Shares Domestic Individuals As of March 23, 2004 As of March 20, 2005 As of April 16, 2006 Number of shares held Number of shareholders Number of shares held Number of shareholders Number of shares held Number of shareholders 1,106,555,909 148,350 1,243,416,470 159,595 1,405,324,738 180,396 Other Domestic Corporations 470,860,064 358 468,232,477 319 476,911,227 292 Foreign Institutions and Individuals 337,349,511 296 418,149,857 316 585,753,284 326 Government Agencies 79,385,388 6 113,568,260 9 94,742,480 9 Domestic Financial Institutions 73,327,335 29 73,189,767 28 62,148,282 42 2,067,478,207 149,039 2,316,556,831 160,267 2,624,880,011 181,065 Total 2005 Annual Report 39 Net Worth, Earning, Dividends and Market Price Per Share Market Price Per Share Net Worth Per Share (Note 1) Earnings Per Share (EPS) Dividends Per Share Unit: NT$; Per Share Year 2004 Year 2005 Highest Market Price 53.50 37.20 Lowest Market Price 30.30 27.20 Average Market Price 39.47 32.01 Before Distribution 21.25 17.38 Aer Distribution 19.64 - Weighted Average Shares 2,310,825 2,459,298 EPS 3.30 (2.12) EPS-adjusted (Note 2) 3.10 - Cash dividends 2.0 1.5 Stock dividends- Earnings 1.0 0.5 - - - - Stock dividends- Capital Surplus Accumulated Undistributed Dividend Return On Investment Price/Earning Ratio (Note 3) 11.96 - Price/Dividend Ratio (Note 4) 19.74 21.34 Cash Dividend Yield Rate (Note 5) 5.07% 4.69% Note 1: Subject to change aer shareholders’ meeting resolution Note 2: Retroactive adjustment for capitalization of bonus Note 3: Price/Earning ratio = Average market price/Earnings per share Note 4: Price/Dividend ratio = Average market price/Cash dividends per share Note 5: Cash dividend yield rate = Cash dividends per share/ Average market price Dividend Policy According to BenQ's Article of Incorporation, the company's dividend policy is as follows: If the company has surplus profits at the end of each business year, the profits are to be first used to pay taxes and make good of past losses and then set up 10% as legal reserve. e balance, if any, shall be used to pay dividends before being allocated as follows: a. Employee bonus: 5% to 10%; b. Remuneration of directors and supervisors: 1% or less; and c. e balance shall be distributed partially or totally as dividends. Method of distribution and ratio of bonus may be adjusted by the shareholders' meeting. Share Repurchase History Instance 2nd Round 3th Round 4th Round Purpose To create shareholders value To create shareholders value To transfer to employees 16.12.2003-15.02.2004 30.03.2004-29.05.2004 13.10.2005-12.12.2005 Period Price Range Volume Amount NT$40-45 per share NT$27-40 per share 4,457,000 common shares 60,000,000 common shares NT$1,256,063,300 NT$196,605,100 NT$1,759,156,948 30,000,000 common shares 4,457,000 common shares 0 Accumulated Holding N/A N/A. 60,000,000 common shares Accumulated Holding as a Percentage of Total Issued Shares(%) 0% 0% 2.29% Shares Cancelled or Transferred Volume 40 NT$40-45 per share 30,000,000 common shares 2005 Annual Report BenQ Corporation Non-consolidated Balance Sheets December 31, 2003, 2004 and 2005 (expressed in thousands of New Taiwan dollars and US dollars) Property, plant and equipment : Land Buildings Machinery and equipment Furniture and fixtures Miscellaneous equipment Prepayments for plant and equipment Less: accumulated depreciation Net property, plant and equipment Other assets: Rental assets Refundable deposits Deferred expenses Deferred income tax assets – noncurrent Total other assets Total assets Liabilities and Stockholders’ Equity Current liabilities: Short-term borrowings Notes and accounts payable Accounts payable to related parties Other payables to related parties Bonds payable Accrued expenses and other current liabilities Income taxes payable Deferred inter-company profit Total current liabilities Bonds payable Other liabilities Total liabilities Stockholders’ equity : Common stock Convertible bonds applied for conversion Capital Surplus: Additional paid-in-capital in excess of the common stock’s par value Convertible bonds converted in excess of the common stock's par value Capital surplus from treasury stock transactions Capital surplus from long-term equity investments Legal reserve Retained earnings Special reserve Translation adjustment Treasury stock Total stockholders’ equity Commitments and contingencies Total liabilities and stockholders’ equity 2003 NT$ 2004 NT$ 2005 NT$ US$ 1,139,573 3,480,521 8,300,466 19,724,408 12,685 69,620 5,464,505 299,150 927,183 39,418,111 599,457 5,431,034 5,463,363 20,060,826 193,600 91,054 3,859,895 306,704 551,148 36,557,081 161,789 104,572 6,498,786 25,211,100 911,636 7,548,906 5,581,355 1,642,433 463,010 48,123,587 4,932 3,188 198,134 768,631 27,794 230,150 170,163 50,074 14,116 1,467,182 27,416,958 2,429,781 29,846,739 30,393,198 1,594,978 31,988,176 31,670,537 1,435,406 33,105,943 965,565 43,763 1,009,328 2,379,356 3,958,980 2,285,664 131,842 74,264 129,274 8,959,380 (2,087,349) 6,872,031 2,135,472 3,552,100 2,452,524 139,819 69,770 212,610 8,562,295 (2,492,858) 6,069,437 2,135,410 3,552,743 2,436,393 146,528 69,441 283,095 8,623,610 (2,830,831) 5,792,779 65,104 108,315 74,280 4,468 2,117 8,631 262,915 (86,306) 176,609 457,208 7,368 129,718 78,050 672,344 76,809,225 1,013,907 53,083 130,810 788,418 1,986,218 76,600,912 997,171 8,584 1,042,532 973,344 3,021,631 90,043,940 30,402 262 31,784 29,675 92,123 2,745,242 2003 NT$ 2004 NT$ NT$ 2005 US$ 6,963,455 16,085,844 41,068 201,700 4,624,427 61,364 167,560 28,145,418 2,697,351 504,492 31,347,261 5,875,657 13,237,809 101,519 1,400 3,576,749 251,707 5,377 23,050,218 4,287,855 184,976 27,523,049 2,635,137 4,706,044 16,395,479 4,787,710 1,138,662 3,418,044 332,702 33,413,778 7,050,000 5,148,897 45,612,675 80,340 143,477 499,862 145,967 34,715 104,209 10,143 1,018,713 214,939 156,978 1,390,630 20,838,612 13,436 20,852,048 23,150,141 23,150,141 26,186,722 13,063 26,199,785 798,376 398 798,774 5,238,950 6,923,885 7,239 1,408,202 13,578,276 2,504,415 8,931,983 476,861 (881,619) 45,461,964 5,152,848 7,106,864 6,812 2,421,756 14,688,280 3,254,424 8,144,108 (81,754) (77,336) 49,077,863 8,295,561 7,168,462 12,432 3,097,893 18,574,348 4,016,353 (3,038,409) 81,754 434,760 (1,837,326) 44,431,265 252,913 218,551 379 94,448 566,291 122,450 (92,634) 2,492 13,255 (56,016) 1,354,612 76,809,225 76,600,912 90,043,940 2,745,242 2005 Annual Report Company Financials Assets Current assets: Cash and cash equivalents Short-term investments Notes and accounts receivable Accounts receivables from related parties Other receivable from related parties Other financial assets - current Inventories Prepaid expenses and other current asset Deferred income tax assets – current Total current assets Long-term equity investments : Equity method Cost or lower-of-cost-or-market method 41 BenQ Corporation Non-consolidated Statements of Income Years ended December 31, 2003, 2004 and 2005 (expressed in thousands of New Taiwan dollars and US dollars, except earnings per share) 2003 2004 NT$ NT$ 2005 NT$ US$ Net Sales 108,698,931 147,770,156 124,406,697 3,792,887 Cost of goods sold (98,448,398) (136,071,972) (117,800,512) (3,591,479) 10,250,533 11,698,184 6,606,185 201,408 9,648 162,182 (327,325) (9,979) 10,260,181 11,860,366 6,278,860 191,429 Selling (3,086,025) (3,433,615) (2,970,757) (90,572) Administrative (1,092,148) (957,431) (950,728) (28,986) Research and development (2,838,847) (3,726,225) (3,273,284) (99,795) (7,017,020) (8,117,271) (7,194,769) (219,353) 3,243,161 3,743,095 (915,909) (27,924) 1,016 Change in unrealized inter-company profits Gross profit Operating expenses : Operating income (loss) Non-operating income: Interest income 9,132 6,972 33,317 3,722,494 3,563,548 - - 208,539 169,032 98,243 2,995 1,918 3,250 7,551 230 Gain on disposal of investments, net 252,911 382,275 1,787,359 54,493 Foreign currency exchange gain, net 210,004 278,086 - - Others 178,308 200,053 272,198 8,299 4,583,306 4,603,216 2,198,668 67,033 Interest expense (178,167) (245,046) (488,901) (14,905) Investment loss - - (5,515,181) (168,146) Impairment loss on long-term equity investment - (350,000) (149,307) (4,552) (26,054) (19,269) (2,943) (90) - - (381,650) (11,636) - - (18,598) (567) (2,729) (3,470) (32,306) (985) Investment income recorded under the equity method, net Dividend income Gain on disposal of property, plant and equipment Non-operating expenses: Loss on disposal of property, plant and equipment Foreign exchange loss, net Impairment loss Others (206,950) (617,785) (6,588,886) (200,881) Net income (loss) before income tax 7,619,517 7,728,526 (5,306,127) (161,772) Income tax benefit (expense) (119,422) (109,238) 80,556 2,456 Net income (loss) 7,500,095 7,619,288 (5,225,571) (159,316) Basic earnings (loss) per share 3.24 3.10 (2.12) (0.065) Diluted earnings (loss) per share 3.18 3.08 - - Earnings (loss) per share : 42 2005 Annual Report BenQ Corporation Non-consolidated Statements of Changes in Stockholders' Equity Years ended December 31, 2003,2004 and 2005 (expressed in thousands of New Taiwan dollars) NT$ Balance at January 1, 2003 Net income for 2003 16,810,510 - Legal Reserve Special reserve NT$ NT$ NT$ NT$ NT$ - 13,296,073 1,764,452 - 8,721,127 766,083 - - 7,500,095 - - 7,500,095 NT$ - Capital Surplus - Appropriation of earnings and capital surplus: Legal reserve Retained Translation Earnings Adjustment (Loss) Treasury Stock Total NT$ NT$ (79,923) 41,278,322 - - - 739,963 (739,963) - - - 3,861,102 - - - - (3,861,102) - - - Cash dividends - - - - - (2,521,577) - - (2,521,577) Employee bonus paid in cash - - - - - (100,000) - - (100,000) Directors’ and supervisors’ remuneration - - - - - (66,597) - - (66,597) 167,000 13,436 462,616 - - - - - 643,052 Treasury stock acquired by the Company - - - - - - - (802,425) (802,425) Change in treasury stock held by subsidiaries - - - - - - - 729 Cash dividends paid to subsidiaries which hold the Company’s share - - 4,257 - - - Adjustments in net equity of investee companies - - (184,670) - - - - - (184,670) Change in foreign currency translation adjustment - - - - - - (289,222) - (289,222) 13,436 13,578,276 2,504,415 - 8,931,983 476,861 - - 7,619,288 - - 7,619,288 Retained earnings transferred to common stock Convertible bonds converted to common stock and capital surplus Balance at December 31, 2003 Net income for 2004 20,838,612 - - - Appropriation of earnings and capital surplus: Legal reserve - 729 4,257 (881,619) 45,461,964 - - - 750,009 (750,009) - - - 2,517,592 - - - - (2,517,592) - - - Cash dividends - - - - - (4,123,924) - - (4,123,924) Employee bonus paid in cash - - - - - (50,626) - - (50,626) Directors’ and supervisors’ remuneration - - - - - (67,501) - - (67,501) 138,507 (13,436) 301,337 - - - - - 426,408 (651,354) Retained earnings transferred to common stock Convertible bonds converted to common stock and capital surplus Treasury stock acquired by the Company - - - - - - - - (651,354) (344,570) - (211,698) - - (897,511) - 1,453,779 - Change in treasury stock held by subsidiaries - - - - - - - 1,858 1,858 Cash dividends paid to subsidiaries which hold the Company’s shares - - 6,812 - - - - - 6,812 Adjustments in net equity of investee companies - - 1,013,553 - - - - - 1,013,553 Change in foreign currency translation adjustment - - - - - - (558,615) - (558,615) - 14,688,280 3,254,424 - 8,144,108 (81,754) (77,336) 49,077,863 - (5,225,571) - - (5,225,571) Treasury stock retired Balance at December 31, 2004 Net loss for 2005 Company Financials Common Convertible Stock Bonds Applied for Conversion 23,150,141 - - - - Legal reserve - - - 761,929 - (761,929) - - - Special reserve - - - - 81,754 (81,754) - - - 1,513,755 - - - - (1,513,755) - - - Cash dividends - - - - - (3,473,263) - - (3,473,263) Employee bonus paid in cash - - - - - (152,170) - - (152,170) Directors’ and supervisors’ remuneration - - - - - (54,205) - - (54,205) 22,826 13,063 61,598 - - - - - 97,487 - 4,642,713 Appropriation of earnings and capital surplus: Retained earnings transferred to common stock Convertible bonds converted to common stock and capital surplus Issuance of common stock by GDR 1,500,000 - 3,142,713 - - - - Treasury stock acquired by the Company - - - - - - - (1,759,157) (1,759,157) Change in treasury stock held by subsidiaries - - - - - - - (833) (833) Cash dividends paid to subsidiaries which hold the Company’s shares - - 5,620 - - - - - 5,620 Adjustments in net equity of investee companies - - 676,137 - - 80,130 - - 756,267 Change in foreign currency translation adjustment - - - - -- - 516,514 - 516,514 13,063 18,574,348 4,016,353 Balance at December 31, 2005 26,186,722 81,754 (3,038,409) 434,760 (1,837,326) 44,431,265 2005 Annual Report 43 BenQ Corporation Non-consolidated Statements of Cash Flows Years ended December 31, 2003,2004 and 2005 (expressed in thousands of New Taiwan dollars and US dollars) 2003 NT$ Cash flows from operating activities: Net income (loss) Adjustments to reconcile net income to net cash provided by (used in) operating activities: Depreciation Amortization Change in provision for bad debt Change in provision for inventory obsolescence Investment loss (income) on long-term equity investments, net Cash dividends received from investees accounted for by equity method Loss (gain) on disposal of long-term equity investments, net Gain on disposal of short-term investments Impairment loss on long-term investment Loss (gain) on disposal of property, plant and equipment, net Faxed assets shortage per physical count Fixed assets transferred to expenses Unrealized foreign exchange loss (gain) on overseas convertible bonds Reversal for redemption of overseas convertible bonds Impairment loss Amortization of bond issuance costs Differences in accounts in the accompanying balance sheets: Notes and accounts receivable Receivables from related parties Inventories Other financial assets - current Prepaid expenses and other current assets Deferred income tax assets Notes and accounts payable Payables to related parties Deferred inter-company profits Accrued expenses and other current liabilities Income tax payables Other liabilities Net cash provided by (used in) operating activities Cash flows from investing activities: Increase in long-term equity investments Decrease (increase) in short-term investments Additions to property, plant and equipment Proceeds from disposal of long-term equity investments Proceeds from disposal of property, plant and equipment Increase in refundable deposits and deferred assets Receipt from investees’ capital reduction Cash inflow as a result of BMS merger Cash paid for acquisition of Siemens’ mobile division Net cash provided by (used in) investing activities Cash flows from financing activities: Increase (decrease) in short-term borrowings Decrease in long-term debt Redemption of convertible bonds Increase in treasury stock Directors’ and supervisors’ remuneration Issuance of bonds Issuance of common stock by GDR Payment of cash dividends Bonuses for employees Net cash provided by (used in) financing activities Net decrease in cash and cash equivalents Cash and cash equivalents at beginning of year Cash and cash equivalents at end of year Additional disclosure of cash flow information: Cash paid during the year for: Interest, excluding capitalized interest Income taxes Supplemental disclosure of non-cash investing and financing activities: Change in capital surplus from long-term equity investments Change in translation adjustment Convertible bonds converted to common stock and capital surplus 44 2005 Annual Report 2004 NT$ 2005 NT$ US$ 7,500,095 7,619,288 (5,225,571) (159,316) 567,446 96,092 1,068 101,025 (3,722,494) 322,528 (5,850) (247,061) 24,136 865 2,400 (30,361) (20,037) 4,605 546,988 66,409 (20,184) (78,094) (3,563,548) 1,015,008 2,478 (384,753) 350,000 16,019 158 (22,578) (10,509) 1,067 490,069 185,156 239,277 (65,263) 5,490,018 1,167,779 (8,055) (1,779,304) 149,307 (4,608) 5,026 (6,733) 18,598 1,767 14,941 5,645 7,295 (1,990) 167,379 35,603 (245) (54,247) 4,552 (140) 153 (205) 567 54 (2,103,226) (5,713,522) (2,330,851) (17,351) (80,483) (123,896) 909,661 3,294,202 (9,647) 659,521 (704,620) (19,105) (1,644,860) 2,841,037 (775,212) 1,682,705 (21,434) (3,418) (334,333) (1,087,798) (2,787,584) (162,182) (1,047,679) 190,343 (19,105) 4,013,089 (1,274,700) (5,927,352) (1,656,197) (435,638) (255,358) (96,788) (1,169,613) 3,392,714 327,325 (272,527) (251,707) (19,105) (6,981,483) (38,863) (180,712) (50,494) (13,282) (7,785) (2,951) (35,659) 103,436 9,979 (8,309) (7,674) (582) (212,850) (948,184) 6,555,135 (669,858) 36,788 17,209 (97,334) 114,138 5,007,894 (316,131) (1,565,760) (343,109) 5,243 52,829 (64,178) 506,586 215,020 (1,509,500) (1,323,151) 7,105,766 (221,289) 22,433 28,136 (1,003,886) 64,751 (3,966,600) 706,160 (40,340) 216,639 (6,747) 684 858 (30,606) 1,974 (120,933) 21,529 (588,729) (40,190) (2,129,611) (802,425) (66,597) 2,000,000 (2,521,577) (100,000) (4,249,129) (886,095) 2,025,668 1,139,573 (200,300) (651,354) (67,501) 2,050,000 (4,123,924) (50,626) (3,043,705) (540,116) 1,139,573 599,457 2,635,137 (1,400) (1,759,157) (54,205) 4,000,000 4,642,713 (3,473,263) (152,170) 5,837,655 (437,668) 599,457 161,789 80,340 (43) (53,633) (1,653) 121,951 141,546 (105,892) (4,639) 177,977 (13,344) 18,276 4,932 190,853 947,938 161,760 253,228 404,752 272,511 (184,670) (289,222) 643,052 1,013,553 (558,615) 426,408 756,267 516,514 97,487 12,340 8,308 0 23,057 15,747 2,972 BenQ Corporation and Subsidiaries Consolidated Balance Sheets December 31, 2003, 2004 and 2005 (expressed in thousands of New Taiwan dollars and US dollars) Property, plant and equipment: Land Buildings Machinery and equipment Furniture and fixtures Miscellaneous equipment Leasehold improvements Prepayments for plant and equipment Less: allowance for impairment of fixed assets Less: accumulated depreciation Net property, plant and equipment Other assets: Refundable deposits Deferred expenses and other assets Deferred income tax assets-noncurrent Total other assets Total assets Liabilities and Stockholders’ Equity Current liabilities: Short-term borrowings Current portion of long-term debt Notes and accounts payable Payables to related parties Bonds payable Accrued expenses and other current liabilities Total current liabilities Bonds payable Long-term debt Other liabilities Total liabilities Stockholders’ equity: Common stock Convertible bonds applied for conversion Capital surplus Legal reserve Retained earnings Translation adjustment Treasury stock Minority interest Total stockholders’ equity Commitments and contingencies Total liabilities and stockholders’ equity 2003 NT$ 2004 NT$ 4,730,777 4,924,930 20,454,217 1,663,264 1,359,189 18,727,921 862,341 1,145,600 53,868,239 3,218,141 6,357,091 19,151,261 2,954,474 1,619,547 17,475,733 1,228,357 713,734 52,718,338 15,491,051 3,011,574 18,502,625 20,375,230 2,039,273 22,414,503 3,164,504 8,942,134 12,959,163 550,999 644,605 359,090 1,724,884 28,345,379 (7,498,321) 20,847,058 3,322,173 8,385,559 14,670,790 691,058 728,329 425,597 3,345,729 31,569,235 (9,621,341) 21,947,894 24,266 1,141,433 404,536 1,570,235 94,788,157 57,385 1,271,890 1,205,019 2,534,294 99,615,029 2003 NT$ 2004 NT$ 2005 NT$ US$ 12,551,610 197,924 37,490,396 1,197,677 21,572,124 33,620,461 5,000,025 970,617 112,600,834 20,982,173 2,504,661 23,486,834 3,139,301 9,898,775 18,735,104 629,047 1,071,598 639,573 3,083,393 37,196,791 (89,685) (11,811,762) 25,295,344 76,993 3,842,093 1,108,336 5,027,422 166,410,434 Company Financials Assets Current assets: Cash and cash equivalents Short-term investments Notes and accounts receivable Receivables from related parties Other financial assets-current Inventories Prepaid expenses and other current assets Deferred income tax assets-current Total current assets Long-term equity investments: Equity method Cost or lower-of-cost-or-market method 382,671 6,034 1,143,000 36,514 657,687 1,025,014 152,440 29,592 3,432,952 639,700 76,362 716,062 95,711 301,792 571,192 19,178 32,671 19,499 94,006 1,134,049 (2,734) (360,115) 771,200 2,347 117,137 33,791 153,275 5,073,489 2005 NT$ US$ 4,875,326 477,087 22,980,325 4,837,176 301,700 8,523,620 41,995,234 2,997,351 1,632,989 142,227 46,767,801 3,410,317 523,961 20,643,071 6,249,039 101,400 7,704,191 38,631,979 4,487,855 4,746,883 137,698 48,004,415 10,034,593 1,378,529 53,161,431 6,632,669 1,338,662 32,227,154 104,773,038 7,050,000 5,199,618 2,106,531 119,129,187 305,933 42,028 1,620,775 202,216 40,813 982,535 3,194,300 214,939 158,525 64,223 3,631,987 20,838,612 13,436 20,852,048 13,578,276 2,504,415 8,931,983 476,861 (881,619) 2,558,392 48,020,356 23,150,141 23,150,141 14,688,280 3,254,424 8,144,108 (81,754) (77,336) 2,532,751 51,610,614 26,186,722 13,063 26,199,785 18,574,348 4,016,353 (3,038,409) 81,754 434,760 (1,837,326) 2,849,982 47,281,247 798,376 398 798,774 566,291 122,450 (92,634) 2,492 13,255 (56,016) 86,890 1,441,502 94,788,157 99,615,029 166,410,434 5,073,489 2005 Annual Report 45 BenQ Corporation and Subsidiaries Consolidated Statements of Income Years ended December 31, 2003, 2004 and 2005 (expressed in thousands of New Taiwan dollars and US dollars except earnings per share) Net sales Cost of goods sold Gross profit 2003 2004 NT$ NT$ 2005 NT$ US$ 128,224,676 174,740,823 176,778,165 5,389,578 (109,214,343) (153,943,682) (161,950,053) (4,937,501) 19,010,333 20,797,141 14,828,112 452,077 Operating expenses: Selling (7,710,533) (10,162,283) (14,641,728) Administrative (2,659,289) (2,689,958) (2,865,335) (87,358) Research and development (3,468,174) (4,522,975) (7,705,559) (234,926) (13,837,996) (17,375,216) (25,212,622) (768,678) 5,172,337 3,421,925 (10,384,510) (316,601) Operating income (loss) (446,394) Non-operating income: Interest income 35,556 71,802 241,227 7,355 2,180,238 4,163,068 2,011,643 61,330 Dividend income 212,109 185,270 142,583 4,347 Gain on disposal of investments, net 706,590 439,356 1,987,464 60,594 Foreign exchange gain, net 206,066 409,510 - Others 331,334 344,864 2,192,135 66,833 3,671,893 5,613,870 6,575,052 200,459 Investment income recorded under the equity method, net Non-operating expenses: Interest expense (361,178) (475,537) (856,482) (26,112) Impairment loss on long-term equity investment (266,134) (471,879) (235,201) (7,171) Foreign exchange loss, net - - (285,812) (8,714) Impairment loss - - (158,598) (4,835) (178,433) (98,921) (271,015) (8,263) (805,745) (1,046,337) (1,807,108) (55,095) Income (loss) before income taxes and minority interest 8,038,485 7,989,458 (5,616,566) (171,237) Income tax expense (473,281) (302,957) (241,669) (7,368) Income (loss) before minority interest 7,565,204 7,686,501 (5,858,235) (178,605) Net Income (loss) 7,500,095 7,619,288 (5,225,571) (159,316) Others Minority interest in net income (loss) 65,109 67,213 (632,664) (19,289) 7,565,204 7,686,501 (5,858,235) (178,605) Basic earnings (loss) per share 3.24 3.10 (2.12) (0.065) Diluted earnings per share 3.18 3.08 - - Earnings (loss) per share : 46 2005 Annual Report BenQ Corporation and Subsidiaries Consolidated Statements of Changes in Stockholders' Equity Years ended December 31, 2003,2004 and 2005 (expressed in thousands of New Taiwan dollars) NT$ Balance at January 1, 2003 Net income for 2003 NT$ Capital Surplus Legal Reserve Special Reserve Retained Translation Earnings Adjustment (Loss) Treasury Stock Minority Equity NT$ NT$ NT$ NT$ NT$ Total NT$ NT$ - 13,296,073 1,764,452 - 8,721,127 766,083 (79,923) 1,789,836 43,068,158 - - - - - 7,500,095 - - - 16,810,510 Company Financials Common Convertible Stock Bonds Applied for Conversion NT$ 65,109 7,565,204 Appropriation of earnings and capital surplus: Legal reserve - - - 739,963 (739,963) - - - - 3,861,102 - - - - (3,861,102) - - - - Cash dividends - - - - - (2,521,577) - - - (2,521,577) Employee bonus paid in cash - - - - - (100,000) - - - (100,000) Directors’ and supervisors’ remuneration - - - - - (66,597) - - - (66,597) 167,000 13,436 462,616 - - - - - - 643,052 Change in Minority equity - - - - - - - - 701,848 701,848 Treasury stock acquired by the Company - - - - - - - (802,425) - (802,425) Change in treasury stock held by subsidiaries - - - - - - - 729 - 729 Cash dividends paid to subsidiaries which hold the Company’s share - - 4,257 - - - - - - 4,257 Adjustments in net equity of investee companies - - (184,670) - - - - - 12,579 (172,091) Change in foreign currency translation adjustment - - - - - - (289,222) - (10,980) (300,202) - 8,931,983 476,861 - 7,619,288 - - Retained earnings transferred to common stock Convertible bonds converted to common stock and capital surplus Balance at December 31, 2003 Net income for 2004 20,838,612 13,436 13,578,276 2,504,415 - - - - (881,619) 2,558,392 48,020,356 67,213 7,686,501 Appropriation of earnings and capital surplus: Legal reserve - - - 750,009 (750,009) - - - - 2,517,592 - - - - (2,517,592) - - - - Cash dividends - - - - - (4,123,924) - - - (4,123,924) Employee bonus paid in cash - - - - - (50,626) - - - (50,626) Directors’ and supervisors’ remuneration - - - - - (67,501) - - - (67,501) 138,507 (13,436) 301,337 - - - - - - 426,408 Change in minority equity - - - - - - - - (98,064) (98,064) Treasury stock acquired by the Company - - - - - - - (651,354) - (651,354) Retained earnings transferred to common stock Convertible bonds converted to common stock and capital surplus Treasury stock retired (344,570) - (211,698) - - (897,511) - 1,453,779 - - Change in treasury stock held by subsidiaries - - - - - - - 1,858 - 1,858 Cash dividends paid to subsidiaries which hold the Company’s shares - - 6,812 - - - - - - 6,812 Adjustments in net equity of investee companies - - 1,013,553 - - - - - Change in foreign currency translation adjustment - - - - - (558,615) - - 14,688,280 3,254,424 - 8,144,108 (81,754) - - - - (5,225,571) - - Legal reserve - - - 761,929 - (761,929) - - - - Special reserve - - - - 81,754 81,754 - - - - 1,513,755 - - - - (1,513,755) - - - - Cash dividends - - - - - (3,473,263) - - - (3,473,263) Employee bonus paid in cash - - - - - (152,170) - - - (152,170) Directors’ and supervisors’ remuneration - - - - - (54,205) - - - (54,205) 22,826 13,063 61,598 - - - - - - 97,487 - - 58,272 58,272 Balance at December 31, 2004 Net loss for 2005 23,150,141 - 63,801 1,077,354 (58,591) (617,206) (77,336) 2,532,751 51,610,614 (632,664) (5,858,235) Appropriation of earnings and capital surplus: Retained earnings transferred to common stock Convertible bonds converted to common stock and capital surplus Change in minority equity Issuance of common stock by GDR 1,500,000 - - - - - - 3,142,713 - - - - - - 4,642,713 Treasury stock acquired by the Company - - - - - - - (1,759,157) - (1,759,157) Change in treasury stock held by subsidiaries - - - - - - - (833) - (833) Cash dividends paid to subsidiaries which hold the Company’s shares - - 5,620 - - - - - - 5,620 Adjustments in net equity of investee companies - - 676,137 - - 80,130 - - 16,381 772,648 Change in foreign currency translation adjustment - - - - - - 516,514 - 45,175 561,689 Effect of new consolidated subsidiaries - - - - - - - - 830,067 830,067 Balance at December 31, 2005 26,186,722 13,063 18,574,348 4,016,353 81,754 (3,038,409) 434,760 (1,837,326) 2,849,982 47,281,247 2005 Annual Report 47 BenQ Corporation and Subsidiaries Consolidated Statements of Cash Flows Years ended December 31, 2003,2004 and 2005 (expressed in thousands of New Taiwan dollars and US dollars) 2003 NT$ Cash flows from operating activities: Net income (loss) Adjustments to reconcile net income to net cash provided by (used in) operating activities: Depreciation Amortization Amortization of negative goodwill by merger Impairment loss Impairment loss of other assets Loss on disposal of property, plant and equipment Fixed assets transferred to expenses Unrealized foreign exchange loss (gain) on overseas convertible bonds Loss on physical count of property, plant and equipment Gain on disposal of short-term investments Gain on disposal of long-term investments Impairment loss on long-term investment Loss on disposal of common stock of consolidated subsidiaries Investment income on long-term equity investments, net Cash dividends received from investees accounted for by equity method Reversal for redemption of overseas convertible bonds Amortization of bond issuance costs Differences in accounts in the accompanying balance sheets: Notes and accounts receivable Receivables from related parties Inventories Other financial assets - current Prepaid expenses and other current assets Deferred income tax assets Notes and accounts payable Payables to related parties Accrued expenses and other current liabilities Other liabilities Deferred income tax liabilities Net cash provided by (used in) operating activities Cash flows from investing activities: Proceeds from disposal of property, plant and equipment Additions to property, plant and equipment Increase in deferred expenses and other assets Proceeds from disposal of long-term equity investments Increase in long-term equity investments Proceeds from disposal of common stock of consolidated subsidiaries Increase in common stock of consolidated subsidiaries Receipt from investees’ capital reduction Decrease (increase) in short-term investments Net cash provided by (used in) investing activities Cash flows from financing activities: Payment for cash dividends Bonuses for employee Increase (decrease) in short-term borrowings Increase in long-term debt Issuance of common stock by GDR Issuance of bonds Redemption of bonds Directors’ and supervisors’ remuneration Increase (decrease) in minority interest Increase in treasury stock Net cash provided by (used in) financing activities Effect of exchange rate changes on cash and cash equivalents Effect of new consolidated subsidiaries Net increase (decrease) in cash and cash equivalents Cash and cash equivalents at beginning of year Cash and cash equivalents at end of year Supplemental disclosure of cash flow information: Cash paid during the year for: Interest, excluding capitalized interest Income taxes Supplemental disclosure of non-cash investing and financing activities: Convertible bonds converted to common stock and capital surplus 48 2005 Annual Report 2004 NT$ 2005 NT$ US$ 7,565,204 7,686,501 (5,858,235) (178,605) 2,361,880 199,560 67,277 6,603 (30,361) 865 (397,605) (314,040) 269,317 5,055 (2,180,238) 302,305 (20,037) 5,770 2,863,015 154,087 12,686 38,012 3,941 (22,578) (405,605) (33,750) 471,879 (4,163,068) 917,217 (10,509) 2,233 3,023,577 449,294 (1,407,000) 158,598 38,522 87,550 5,026 (1,789,927) (151,758) 235,201 (2,011,643) 1,148,856 (6,733) 2,933 (5,372,978) (993,120) (5,601,303) (523,464) (32,947) 5,425,130 1,560,337 404,221 67,803 37,754 2,812,988 1,302,956 (1,291,210) 1,252,188 (260,658) (366,016) (368,617) (2,337,254) 1,424,117 (819,429) 4,630 10,566 6,065,334 (18,339,135) 1,756,797 (16,144,728) (4,142,815) (2,341,268) (160,200) 32,529,785 449,441 8,570,890 1,967,157 (1,929,815) 92,182 13,698 (42,896) 4,835 1,174 2,669 153 (54,571) (4,627) 7,171 (61,330) 35,026 (205) 89 0 (559,120) 53,561 (492,217) (126,305) (71,380) (4,884) 991,762 13,702 261,308 59,974 (58,836) 406,697 (4,958,721) (242,348) 662,461 (1,203,830) 84,425 4,560 114,138 5,837,457 704,839 160,257 (5,007,614) (73,824) 122,299 (775,282) 539,510 (1,030,884) (6,065,538) 216,778 (6,534,704) (2,945,945) 281,472 (547,827) 15,298 7,950,556 (1,564,372) 6,609 (199,229) (89,815) 8,582 (16,702) 466 242,395 (47,694) (2,517,320) (100,000) 250,573 249,113 2,000,000 (2,229,611) (66,597) 490,905 (802,425) (2,725,362) (186,393) 606,072 4,124,705 4,730,777 (4,123,924) (50,626) (1,465,009) 3,160,768 2,050,000 (300,300) (67,501) (98,064) (651,354) (1,546,010) 33,578 (1,512,636) 4,730,777 3,218,141 (3,473,263) (152,170) 6,624,276 1,307,303 4,642,713 4,000,000 (101,400) (54,205) 58,272 (1,759,157) 11,092,369 123,423 1,611,864 9,333,469 3,218,141 12,551,610 (105,892) (4,639) 201,960 39,857 141,546 121,951 (3,092) (1,653) 1,777 (53,633) 338,182 3,763 49,142 284,557 98,114 382,671 360,618 1,082,469 330,517 440,847 795,560 418,001 24,255 12,744 643,052 426,408 97,487 2,972 BenQ Fact Sheet Founded 21 April, 1984 Paid-In Capital USD 798 Million Revenue 2004: USD 5.1 Billion 2005: USD 5.04 Billion Chairman K.Y. Lee Management Team Executive Management: K.Y. Lee, Sheaffer Lee, Jerry Wang, Eric KY Yu, Jeff CH Li, Rick Lei Business Management: Hermit Huang, Irwin Chen, Peter Chen, Clemens Joos Regional Operations Management: Adrian Chang, Conway Lee, Michael Tseng, Ben Chu Corporate Vision Bringing Enjoyment and Quality to Life Product Focus Networked Digital Lifestyle Devices Computing Products Business Group: ■LCD Monitor: 15”, 17”, 19”, 20.1”, 23” wide screen (BenQ third largest LCD monitor maker worldwide) ■Joybook wide screen series laptop PC: 12”, 13”, 14”, 15.4”, 17” wide screen ■Optical storage product: CD-ROM, CD-RW, DVD-ROM, DVD+RW, Combi ■Imaging products: multi-function peripheral, multi-function printers (MFP) and scanners (e third largest scanner maker worldwide) Digital Media Business Group: ■Digital Projector: Digital Projector (data & video) ■LCD TV: 15”, 20”, 26”, 30”, 32”, 37”, 42”, 46” LCD TV, 72” Rear Projection TV ■Personal AV: Joybee MP3 audio player ■Digital Camera: 2 ~8 Mega Pixels digital cameras ■Car Displays Mobile Business Group: ■Mobile phone: GSM/GPRS mobile phones, CDMA/CDMA 2000/W-CDMA mobile phones, smart phones, PDA phones, 3G mobile phones ■Wireless Communication: GPRS+WiFi combo products, wireless modules Sales Offices 4 Regional Operations, 72 Sales & Branch Offices Worldwide ( *BenQ Mobile Sales Offices) ■Europe Regional HQ Sales Office: e Netherlands (Eindhoven), Germany* (Munich), Austria* (Vienna) Benelux, Germany, UK, France, Italy, Spain, Portugal, Switzerland, Russia, Austria, Greece*, Macedonia*, Cyprus*, Ireland*, Hungary*, Poland*, Romania*, Demark*, Norway*, Sweden*, Finland*, Czech Republic*, Slovakia*, Bulgaria*, Ukraine*, Estonia*, Lithuania*, Latvia*, Slovenia*, Kazakhstan*, Serbia*, Albania*, Croatia* ■e Americas Regional HQ Sales Office: USA (Irvine, CA), Brazil* (Sao Paulo) USA, Canada, Mexico, Brazil, Argentina*, Chile*, Costa Rica*, El Salvador*, Peru*, Columbia*, Ecuador*, Guatemala*, Venezuela* ■China Regional HQ Sales Office: China (Suzhou) Suzhou, Beijing, Shanghai, Chengdu, Guangzhou, Wuhan, Shenyang, Xian, Hong Kong, Shenzhen, Harbin ■AMEA (Asia Pacific, Middle East, Africa)* Sales Region: Taiwan (Taipei) Taiwan, Malaysia, India, ailand, Singapore, Japan, Korea, UAE (Dubai) , Turkey, Australia (New Zealand) Manufacturing Operations ■Taoyuan, Taiwan ■Mexicali, Mexico ■Suzhou, China ■Manaus, Brazil ■Shanghai, China ■Penang, Malaysia ■Kamp-Lintfort, Germany Patents 3,324 global patents, 2,749 patents pending (04/2006) Quality Certifications ■Taoyuan Plant (Taiwan): ISO-9000, ISO-14000, ODC, OHSAS 18001, TL-9000 ■Suzhou Plant (China): ISO-9000, ISO-14000, ODC , TL-9000, OHSAS 18001 ■Penang Plant (Malaysia): ISO-9000, ISO-14000, ODC ■Mexicali Plant (Mexico): ISO-9000, ISO-14000, OHSAS 18001 No. of Employees Sales by Geography & Percentages Market Share 19,765 employees (BenQ Mobile: 8,055) in over 70 countries (04/2006) - Taiwan (3,270), China (9,425), Malaysia (196), Other regions (7,000+) - Including R&D personnel (4,000) China the Americas Europe APAM* Total 2005 (%) 18 35 28 19 100 2004 (%) 15 30 31 24 100 2003 (%) 21 18 29 32 100 Products LCD Monitor Projector Storage Scanner Mobile Phone Market Shares (%) in 2005 9.5 % 14.0 % 12 % 24.0 % 5% BenQ Group of Companies BenQ Corporation, AU Optronics Corporation, Daxon Technology Inc., Darfon Electronics Corporation, Cando Corporation, Airoha Technology Corporation, BenQ Guru Soware Co., Ltd, Philips BenQ Digital Storage and Raydium Semiconductor Corporation Recognitions / Achievements ■Received 11 Red Dot Design Award 2006 (March 2006) ■Awarded 17 iF Design Awards and one much-coveted Gold Award 2006 (March 2006) ■Interbrand’s Top 10 Global Taiwan Brands Survey: Ranking 4th (Oct. 2005) ■Received 11 Good Design Awards 2005 (Oct. 2005) ■Feature Company / Story on cover of May 2005 edition of Business Week magazine ■Awarded 21 iF China Design Award 2005 (May 2005) ■Received 6 Red Dot Design Award 2005 (March 2005)