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SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



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FORM 10-K/A

(Amendment No. 2)



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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended November 30, 2005

Commission File Number 1-15147



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OMNOVA Solutions Inc.

(Exact name of registrant as specified in its charter)



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|                         |  |                                     
|------------------------ |  | ------------------------------------
|Ohio                     |  | 34-1897652                          
|(State of Incorporation) |  | (I.R.S. Employer Identification No.)



|                                         |  |           
|---------------------------------------- |  | ----------
|175 Ghent Road, Fairlawn, Ohio           |  | 44333-3300
|(Address of principal executive offices) |  | (Zip Code)

Registrants telephone number, including area code (330) 869-4200



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Securities registered pursuant
to Section 12(b) of the Act:



|                                      |  |                                          
|------------------------------------- |  | -----------------------------------------
|Title of each class                   |  | Name of each exchange on which registered
|Common Stock, par value 10¢ per share |  | The New York Stock Exchange              

Securities registered pursuant to Section 12(g) of the Act: None



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Indicate by check mark whether the registrant
(1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and
(2) has been subject to such filing requirements for the past 90 days.    Yes  x    No ̈

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K is not contained herein, and will not be contained, to the best of registrants knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form
10-K.    Yes  x    No ̈

Indicate by check mark whether the registrant is an accelerated filer (as defined in Exchange Act Rule 12b-2).    Yes  x    No ̈

Indicate by check mark whether the registrant is shell company (as defined in Rule 12-b of the Exchange Act).    Yes ̈No  x

The
aggregate market value of the voting stock held by nonaffiliates of the registrant was $165,500,992, based on the closing price per share of $4.06 on May 31, 2005, the last business day of the registrants most recently completed second
fiscal quarter.

As of January 13, 2006, there were 41,261,381 outstanding shares of the Companys Common Stock, 10¢ par value.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the 2006 Proxy Statement of OMNOVA Solutions Inc. are incorporated into Part III of this Report.



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Explanatory Note

On January 30, 2006, OMNOVA Solutions Inc. filed with the Securities and Exchange Commission its Annual Report on Form 10-K for the year ended November 30, 2005 (the Annual Report).

This Amendment No. 2 to Form 10-K (Amendment No. 2) of OMNOVA Solutions Inc. is being filed solely to amend Item 15 to include the separate
financial statements of CG  Decorative Products (Shanghai) Co., Ltd., (the Unconsolidated Subsidiary) as required under Rule 3-09 of Regulation S-X. The audit of the financial statements of the Unconsolidated Subsidiary, whose
fiscal year ends December 31, was not completed at the time the Company filed its Annual Report on Form 10-K. The audited financial statements are now included under Item 15 (a)(2) of this Amendment No. 2.



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Item 15. Exhibits and Financial Statement Schedules

(a)(1) Consolidated Financial Statements:

The
following consolidated financial statements of OMNOVA Solutions Inc. are included in Item 8 of the Companys Annual Report on Form 10-K filed on January 30, 2006:

Consolidated Statements of Operations for the years ended November 30, 2005, 2004 and 2003

Consolidated Balance Sheets at November 30, 2005 and 2004

Consolidated Statements of Shareholders Equity (Deficit) for the years ended November 30, 2005, 2004 and 2003

Consolidated Statements of Cash Flows for the years ended November 30, 2005, 2004 and 2003

Notes to
the Consolidated Financial Statements

(a)(2) Consolidated Financial Statement Schedules:

The following financial statements of CG  Decorative Products (Shanghai) Co., Ltd., an unconsolidated subsidiary of the Company, are included
herein:

Statements of Operations for the years ended December 31, 2005, 2004 and 2003

Balance Sheets at December 31, 2005 and 2004

Statement of Shareholders Equity for the years ended December 31, 2005, 2004 and 2003

Statement of Cash Flows for the
years ended December 31, 2005, 2004 and 2003

Notes to the Financial Statements



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CG-OMNOVA DECORATIVE PRODUCTS (SHANGHAI) CO., LTD.

(Incorporated in the Peoples Republic of China with Limited Liability)

Financial Statements

For the year ended December 31, 2005

(With
Unaudited Comparative Figures for the Years Ended 2004 and 2003)

With Report of Independent Registered Public Accounting Firm



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CG-OMNOVA Decorative Products (Shanghai) Co., Ltd.

Financial Statements

Years Ended December 31, 2005, 2004 (Unaudited) and 2003 (Unaudited)

Table of Contents



|                                                        |  |       
|------------------------------------------------------- |  | ------
|Report of Independent Registered Public Accounting Firm |  | 1     
|Balance Sheets                                          |  | 2     
|Statements of Income                                    |  | 3     
|Statements of Changes in Shareholders Equity           |  | 4     
|Statements of Cash Flows                                |  | 5     
|Notes to the Financial Statements                       |  | 6 - 17



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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Directors and Shareholders of

CG-OMNOVA Decorative Products (Shanghai) Co., Ltd.

We have
audited the accompanying balance sheet of CG-OMNOVA Decorative Products (Shanghai) Co., Ltd. (the Company) as of December 31, 2005, and the related statements of income, changes in shareholders equity, and cash flows for the
year then ended. These financial statements are the responsibility of the Companys management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. We were not engaged to perform an audit of the Companys internal controls over financial reporting. Our audit included
consideration of internal controls over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Companys internal
control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the
accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of CG-OMNOVA Decorative Products (Shanghai)
Co., Ltd. as at December 31, 2005, and the results of its operations and its cash flows for the year then ended in conformity with U.S. generally accepted accounting principles.



|                                           
|-------------------------------------------
|/s/ Ernst & Young Hua Ming, Shanghai Branch
|Shanghai, The Peoples Republic of China   
|March 31, 2006                             

This branch is authorised by Ernst & Young Hua Ming Head Office for execution of its business on its behalf.



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##### Table of Contents

CG-OMNOVA Decorative Products (Shanghai) Co., Ltd.

Balance Sheets

(In USD Thousands)



|                                              |  |       |  |                    |        |             |   |        |  
|--------------------------------------------- |  | ----- |  | ------------------ | ------ | ----------- | - | ------ | -
|                                              |  |       |  | As of December 31, |       
|                                              |  | Notes |  | 2005               |        | 2004        |  
|                                              |  |       |  |                    |        | (Unaudited) |  
|ASSETS:                                       |  |       |  |                    |        |             |   |        |  
|Current assets                                |  |       |  |                    |        |             |   |        |  
|Cash and cash equivalents                     |  |       |  | $                  | 1,986  |             | $ | 1,280  |  
|Trade receivables - net                       |  | 5     |  |                    |        |             |   |        |  
|- Related parties                             |  |       |  |                    | 129    |             |   | 114    |  
|- Others                                      |  |       |  |                    | 5,825  |             |   | 4,923  |  
|Inventories                                   |  | 4     |  |                    | 4,509  |             |   | 4,034  |  
|Prepayments, deposits and other receivables   |  |       |  |                    |        |             |   |        |  
|- Related parties                             |  |       |  |                    | 116    |             |   | 132    |  
|- Others                                      |  |       |  |                    | 644    |             |   | 995    |  
|Deferred tax assets                           |  | 10    |  |                    | 34     |             |   | 27     |  
|                                              |  |       |  |                    |        |             |   |        |  
|Total current assets                          |  |       |  |                    | 13,243 |             |   | 11,505 |  
|                                              |  |       | 
|Non-current assets                            |  |       |  |                    |        |             |   |        |  
|Property, plant and equipment - net           |  | 3     |  |                    | 9,890  |             |   | 9,980  |  
|Land use right - net                          |  | 14    |  |                    | 681    |             |   | 900    |  
|                                              |  |       |  |                    |        |             |   |        |  
|Total non-current assets                      |  |       |  |                    | 10,571 |             |   | 10,880 |  
|                                              |  |       |  |                    |        |             |   |        |  
|Total Assets                                  |  |       |  | $                  | 23,814 |             | $ | 22,385 |  
|                                              |  |       |  |                    |        |             |   |        |  
|LIABILITIES AND SHAREHOLDERS EQUITY:         |  |       |  |                    |        |             |   |        |  
|Current liabilities                           |  |       |  |                    |        |             |   |        |  
|Short-term loans from financial institutions  |  | 6     |  | $                  |       |             | $ | 2,408  |  
|Trade payables                                |  |       |  |                    |        |             |   |        |  
|- Related parties                             |  |       |  |                    | 486    |             |   | 224    |  
|- Others                                      |  |       |  |                    | 4,247  |             |   | 4,049  |  
|Other payables                                |  |       |  |                    |        |             |   |        |  
|- Related parties                             |  |       |  |                    | 400    |             |   | 400    |  
|- Others                                      |  |       |  |                    | 122    |             |   | 92     |  
|Accrued expenses                              |  |       |  |                    | 483    |             |   | 425    |  
|Other current liabilities                     |  |       |  |                    | 249    |             |   | 184    |  
|                                              |  |       |  |                    |        |             |   |        |  
|Total current liabilities                     |  |       |  |                    | 5,987  |             |   | 7,782  |  
|                                              |  |       | 
|Shareholders equity                          |  |       |  |                    |        |             |   |        |  
|Capital  registered and issued at $10,000    |  | 7     |  |                    | 10,000 |             |   | 10,000 |  
|Statutory reserve fund                        |  | 8     |  |                    | 763    |             |   | 479    |  
|Retained earnings                             |  |       |  |                    | 6,651  |             |   | 4,125  |  
|Accumulated other comprehensive income (loss) |  |       |  |                    | 413    |             |   | (1     | )
|                                              |  |       |  |                    |        |             |   |        |  
|Total shareholders equity                    |  |       |  |                    | 17,827 |             |   | 14,603 |  
|                                              |  |       |  |                    |        |             |   |        |  
|Total Liabilities and Shareholders Equity    |  |       |  | $                  | 23,814 |             | $ | 22,385 |  
|                                              |  |       |  |                    |        |             |   |        |  

The accompanying notes are an integral part of these financial statements



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##### Table of Contents

CG-OMNOVA Decorative Products (Shanghai) Co., Ltd.

Statements of Income

(In USD Thousands)



|                              |  |      |  |                          |        |             |   |             |  |   |       
|----------------------------- |  | ---- |  | ------------------------ | ------ | ----------- | - | ----------- |  | - | ------
|                              |  |      |  | Years Ended December 31,
|                              |  | Note |  | 2005                     |        | 2004        |   | 2003       
|                              |  |      |  |                          |        | (Unaudited) |   | (Unaudited)
|REVENUES                      |  |      |  |                          |        |             |   |             |  |   |       
|Net sales                     |  |      |  |                          |        |             |   |             |  |   |       
|- Related parties             |  |      |  | $                        | 347    |             | $ | 721         |  | $ | 634   
|- Others                      |  |      |  |                          | 38,537 |             |   | 30,761      |  |   | 18,836
|                              |  |      |  |                          |        |             |   |             |  |   |       
|                              |  |      |  |                          | 38,884 |             |   | 31,482      |  |   | 19,470
|                              |  |      |  |                         
|COSTS AND EXPENSES            |  |      |  |                          |        |             |   |             |  |   |       
|Cost of sales                 |  |      |  |                          |        |             |   |             |  |   |       
|- Related parties             |  |      |  |                          | 1,756  |             |   | 1,216       |  |   | 236   
|- Others                      |  |      |  |                          | 31,230 |             |   | 26,769      |  |   | 16,671
|Distribution costs            |  |      |  |                          | 808    |             |   | 691         |  |   | 428   
|Administrative expenses       |  |      |  |                          |        |             |   |             |  |   |       
|- Related parties             |  |      |  |                          | 418    |             |   | 417         |  |   | 412   
|- Others                      |  |      |  |                          | 1,231  |             |   | 1,132       |  |   | 1,126 
|Other operating expenses, net |  |      |  |                          | 223    |             |   | 12          |  |   | 91    
|                              |  |      |  |                          |        |             |   |             |  |   |       
|                              |  |      |  |                          | 35,666 |             |   | 30,237      |  |   | 18,964
|                              |  |      |  |                         
|Income from operations        |  |      |  |                          | 3,218  |             |   | 1,245       |  |   | 506   
|                              |  |      |  |                         
|Finance costs, net            |  |      |  |                          | 86     |             |   | 114         |  |   | 126   
|                              |  |      |  |                          |        |             |   |             |  |   |       
|Income before income taxes    |  |      |  |                          | 3,132  |             |   | 1,131       |  |   | 380   
|                              |  |      |  |                         
|Income taxes                  |  | 9    |  |                          | 322    |             |   | 82          |  |   | 33    
|                              |  |      |  |                          |        |             |   |             |  |   |       
|Net income                    |  |      |  | $                        | 2,810  |             | $ | 1,049       |  | $ | 347   
|                              |  |      |  |                          |        |             |   |             |  |   |       

The accompanying notes are an integral part of these financial statements



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##### Table of Contents

CG-OMNOVA Decorative Products (Shanghai) Co., Ltd.

Statements of Changes in Shareholders Equity

For the Year Ended December 31, 2005

(With Unaudited
Comparative Figures for Years Ended December 31, 2004 and 2003)

(In USD Thousands)



|                                            |  |         |        |                        |   |                  |  |   |                                               |   |  |       |     |   |                      |   |        |   |  |   |       |  
|------------------------------------------- |  | ------- | ------ | ---------------------- | - | ---------------- |  | - | --------------------------------------------- | - |  | ----- | --- | - | -------------------- | - | ------ | - |  | - | ----- | -
|                                            |  | Capital |        | Statutory Reserve Fund |   | RetainedEarnings |  |   | Accumulated Other Comprehensive Income (Loss) |   |  | Total |     |   | Comprehensive Income |  
|At January 1, 2003 (Unaudited)              |  | $       | 10,000 |                        | $ | 327              |  | $ | 2,882                                         |   |  | $     |    |   |                      | $ | 13,209 |   |  |   |       |  
|Net income for the year (Unaudited)         |  |         |       |                        |   |                 |  |   | 347                                           |   |  |       |    |   |                      |   | 347    |   |  | $ | 347   |  
|Currency translation adjustment (Unaudited) |  |         |       |                        |   |                 |  |   |                                              |   |  |       | (1  | ) |                      |   | (1     | ) |  |   | (1    | )
|                                            |  |         |        |                        |   |                  |  |   |                                               |   |  |       |     |   |                      |   |        |   |  |   |       |  
|Comprehensive income (Unaudited)            |  |         |       |                        |   |                 |  |   |                                              |   |  |       |    |   |                      |   |       |   |  | $ | 346   |  
|                                            |  |         |        |                        |   |                  |  |   |                                               |   |  |       |     |   |                      |   |        |   |  |   |       |  
|Transfer to reserve fund (Unaudited)        |  |         |       |                        |   | 35               |  |   | (35                                           | ) |  |       |    |   |                      |   |       |   |  |   |       |  
|                                            |  |         |        |                        |   |                  |  |   |                                               |   |  |       |     |   |                      |   |        |   |  |   |       |  
|At December 31, 2003 (Unaudited)            |  | $       | 10,000 |                        | $ | 362              |  | $ | 3,194                                         |   |  | $     | (1  | ) |                      | $ | 13,555 |   |  |   |       |  
|Net income for the year (Unaudited)         |  |         |       |                        |   |                 |  |   | 1,049                                         |   |  |       |    |   |                      |   | 1,049  |   |  | $ | 1,049 |  
|Currency translation adjustment (Unaudited) |  |         |       |                        |   |                 |  |   | (1                                            | ) |  |       |    |   |                      |   | (1     | ) |  |   | (1    | )
|                                            |  |         |        |                        |   |                  |  |   |                                               |   |  |       |     |   |                      |   |        |   |  |   |       |  
|Comprehensive income (Unaudited)            |  |         |       |                        |   |                 |  |   |                                              |   |  |       |    |   |                      |   |       |   |  | $ | 1,048 |  
|                                            |  |         |        |                        |   |                  |  |   |                                               |   |  |       |     |   |                      |   |        |   |  |   |       |  
|Transfer to reserve fund (Unaudited)        |  |         |       |                        |   | 117              |  |   | (117                                          | ) |  |       |    |   |                      |   |       |   |  |   |       |  
|                                            |  |         |        |                        |   |                  |  |   |                                               |   |  |       |     |   |                      |   |        |   |  |   |       |  
|At December 31, 2004 (Unaudited)            |  | $       | 10,000 |                        | $ | 479              |  | $ | 4,125                                         |   |  | $     | (1  | ) |                      | $ | 14,603 |   |  |   |       |  
|Net income for the year                     |  |         |       |                        |   |                 |  |   | 2,810                                         |   |  |       |    |   |                      |   | 2,810  |   |  | $ | 2,810 |  
|Currency translation adjustment             |  |         |       |                        |   |                 |  |   |                                               |   |  |       | 414 |   |                      |   | 414    |   |  |   | 414   |  
|                                            |  |         |        |                        |   |                  |  |   |                                               |   |  |       |     |   |                      |   |        |   |  |   |       |  
|Comprehensive income                        |  |         |       |                        |   |                 |  |   |                                              |   |  |       |    |   |                      |   |       |   |  | $ | 3,224 |  
|                                            |  |         |        |                        |   |                  |  |   |                                               |   |  |       |     |   |                      |   |        |   |  |   |       |  
|Transfer to reserve fund                    |  |         |       |                        |   | 284              |  |   | (284                                          | ) |  |       |    |   |                      |   |       |   |  |   |       |  
|                                            |  |         |        |                        |   |                  |  |   |                                               |   |  |       |     |   |                      |   |        |   |  |   |       |  
|At December 31, 2005                        |  | $       | 10,000 |                        | $ | 763              |  | $ | 6,651                                         |   |  | $     | 413 |   |                      | $ | 17,827 |   |  |   |       |  
|                                            |  |         |        |                        |   |                  |  |   |                                               |   |  |       |     |   |                      |   |        |   |  |   |       |  

The accompanying notes are an integral part of these financial statements



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##### Table of Contents

CG-OMNOVA Decorative Products (Shanghai) Co., Ltd.

Statements of Cash Flows

(In USD Thousands)



|                                                        |  |                          |        |   |             |   |        |             |  |   |        |  
|------------------------------------------------------- |  | ------------------------ | ------ | - | ----------- | - | ------ | ----------- |  | - | ------ | -
|                                                        |  | Years Ended December 31, |       
|                                                        |  | 2005                     |        |   | 2004        |   |        | 2003        | 
|                                                        |  |                          |        |   | (Unaudited) |   |        | (Unaudited) | 
|Operating activities                                    |  |                          |        |   |             |   |        |             |  |   |        |  
|Net income                                              |  | $                        | 2,810  |   |             | $ | 1,049  |             |  | $ | 347    |  
|Adjustments for:                                        |  |                          |        |   |             |   |        |             |  |   |        |  
|Depreciation and amortization                           |  |                          | 1,267  |   |             |   | 1,175  |             |  |   | 1,126  |  
|Loss on disposal of fixed assets                        |  |                          | 28     |   |             |   |       |             |  |   | 13     |  
|Provision for doubtful receivables                      |  |                          | 13     |   |             |   | 40     |             |  |   | 7      |  
|Provision for obsolete inventories                      |  |                          | 89     |   |             |   | 104    |             |  |   | (19    | )
|Foreign currency translation loss                       |  |                          | 36     |   |             |   | 12     |             |  |   | 3      |  
|Others                                                  |  |                          |       |   |             |   |       |             |  |   | 64     |  
|Deferred tax expense                                    |  |                          | (7     | ) |             |   | (22    | )           |  |   | 1      |  
|                                                        |  |                          |        |   |             |   |        |             |  |   |        |  
|Operating profit before working capital changes         |  |                          | 4,236  |   |             |   | 2,358  |             |  |   | 1,542  |  
|Change in working capital:                              |  |                          |        |   |             |   |        |             |  |   |        |  
|Inventories                                             |  |                          | (455   | ) |             |   | (1,314 | )           |  |   | (443   | )
|Trade receivables  related party                       |  |                          | (11    | ) |             |   | 19     |             |  |   | (130   | )
|Trade receivables  others                              |  |                          | (802   | ) |             |   | (1,237 | )           |  |   | (409   | )
|Other current assets  related parties                  |  |                          | 19     |   |             |   | (94    | )           |  |   | 7      |  
|Other current assets  others                           |  |                          | 371    |   |             |   | (157   | )           |  |   | (384   | )
|Other current liabilities  related parties             |  |                          | 243    |   |             |   | 112    |             |  |   | 99     |  
|Other current liabilities  others                      |  |                          | 220    |   |             |   | 1,685  |             |  |   | (437   | )
|Non-current assets                                      |  |                          | 7      |   |             |   | (17    | )           |  |   |       |  
|                                                        |  |                          |        |   |             |   |        |             |  |   |        |  
|Net cash provided by (used in) operating activities     |  |                          | 3,828  |   |             |   | 1,355  |             |  |   | (155   | )
|                                                        |  |                          |       
|Investing activities                                    |  |                          |        |   |             |   |        |             |  |   |        |  
|Purchases of property, plant and equipment              |  |                          | (726   | ) |             |   | (1,446 | )           |  |   | (268   | )
|Proceeds from disposal of property, plant and equipment |  |                          | 4      |   |             |   | 2      |             |  |   | 15     |  
|                                                        |  |                          |        |   |             |   |        |             |  |   |        |  
|Net cash used in investing activities                   |  |                          | (722   | ) |             |   | (1,444 | )           |  |   | (253   | )
|                                                        |  |                          |       
|Financing activities                                    |  |                          |        |   |             |   |        |             |  |   |        |  
|Repayments of short-term loans                          |  |                          | (4,107 | ) |             |   | (1,208 | )           |  |   | (2,416 | )
|Proceeds of short-term loans                            |  |                          | 1,699  |   |             |   | 1,200  |             |  |   | 2,416  |  
|                                                        |  |                          |        |   |             |   |        |             |  |   |        |  
|Net cash used in financing activities                   |  |                          | (2,408 | ) |             |   | (8     | )           |  |   |       |  
|                                                        |  |                          |       
|Effect of exchange rate on cash and cash equivalents    |  |                          | 8      |   |             |   |       |             |  |   |       |  
|                                                        |  |                          |        |   |             |   |        |             |  |   |        |  
|Net increase/(decrease) in cash and cash equivalents    |  |                          | 706    |   |             |   | (97    | )           |  |   | (408   | )
|Cash and cash equivalents at beginning of year          |  |                          | 1,280  |   |             |   | 1,377  |             |  |   | 1,785  |  
|                                                        |  |                          |        |   |             |   |        |             |  |   |        |  
|Cash and cash equivalents at end of year                |  | $                        | 1,986  |   |             | $ | 1,280  |             |  | $ | 1,377  |  
|                                                        |  |                          |        |   |             |   |        |             |  |   |        |  
|                                                        |  |                          |       
|                                                        |  | 2005                     |        |   | 2004        |   |        | 2003        | 
|                                                        |  |                          |        |   | (Unaudited) |   |        | (Unaudited) | 
|Cash paid for:                                          |  |                          |        |   |             |   |        |             |  |   |        |  
|Interests                                               |  | $                        | 77     |   |             | $ | 114    |             |  | $ | 126    |  
|Taxes                                                   |  | $                        | 288    |   |             | $ | 71     |             |  | $ | 32     |  

The accompanying notes are an integral part of these financial statements



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##### Table of Contents

CG-OMNOVA Decorative Products (Shanghai) Co., Ltd.

Notes to the Financial Statements

Year Ended December 31,2005

(Including Unaudited Notes for
Years Ended December 31, 2004 and 2003)

(USD Thousands)



|1 | Domicile and Activities
|- | -----------------------

CG-OMNOVA Decorative
Products (Shanghai) Co., Ltd. (the Company) was incorporated on December 29, 1999 as a wholly foreign-owned enterprise under the Law of the Peoples Republic of China (the PRC) on Enterprises Operated Exclusively
with Foreign Capital. The tenure of the Company is 50 years. The Company is a subsidiary of Decorative Products (Singapore) Pte. Ltd., a company registered in Singapore. The shareholders of Decorative Products (Singapore) Pte. Ltd. are OMNOVA
Solutions Inc. and CPPC Public Company Limited, each with equity interests of 50%, respectively. Dividends, profits and liquidation rights are shared by the shareholders based on their respective ownership percentage.



|2 | Summary of Significant Accounting Policies
|- | ------------------------------------------



|2.1 | Basis of presentation
|--- | ---------------------

The financial statements are
prepared in accordance with generally accepted accounting principles in the United States and are prepared in Chinese Renminbi (RMB), which is the Companys functional currency, and translated into U.S. Dollars for presentation. All
amounts presented in this report are in U.S. Dollars (in thousands), unless otherwise specified.

The balance sheet as at December 31,
2004, the statement of income, changes in shareholders equity and cash flows for the years ended December 31, 2004 and 2003, together with the accompanying notes, were unaudited and are presented solely for comparative purposes.



|2.2 | Use of estimates
|--- | ----------------

The preparation of the financial
statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from
those estimates.



|2.3 | Foreign currency transactions
|--- | -----------------------------

Assets and liabilities are
translated into U.S. dollars at exchange rates in effect at the balance sheet date, while revenue and expenses are translated at the weighted average exchange rates for the year. The resulting translation gains and losses on assets and liabilities
are recorded in accumulated other comprehensive income (loss).

Non-monetary assets and liabilities denominated in foreign currencies are
translated into RMB at the foreign exchange rates at the date of measurement.



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##### Table of Contents

CG-OMNOVA Decorative Products (Shanghai) Co., Ltd.

Notes to the Financial Statements

Year Ended December 31,2005

(Including Unaudited Notes for Years Ended December 31, 2004 and 2003)

(USD Thousands)



|2 | Summary of Significant Accounting Policies (continued)
|- | ------------------------------------------------------



|2.3 | Foreign currency transactions (continued)
|--- | -----------------------------------------

Foreign
exchange gains (losses) are included in other operating expenses and were ($36), ($12) (unaudited) and ($3) (unaudited) in 2005, 2004, and 2003, respectively.



|2.4 | Property, plant and equipment and land use right
|--- | ------------------------------------------------

Property, plant and equipment and land use rights are stated at cost less accumulated depreciation and impairment losses. The cost includes the cost of materials, direct labor, the initial assessment of the costs of dismantling (if
relevant) and an appropriate proportion of production overheads.

Construction-in-progress (CIP) includes all costs incurred
during the preparation period from commencement of construction and until the asset is ready for its intended use. These costs include direct materials, direct labor, equipment for installation, construction and installation charges. CIP is
transferred to fixed assets when the asset is ready for its intended use.

Subsequent expenditure

Refurbishment costs are capitalized in property, plant and equipment, whereas ordinary maintenance and repair costs are recognized as an expense in the
period in which they are incurred.

Depreciation

Depreciation is calculated principally using the straight-line method over the estimated useful lives as follows:



|                               |  |         
|------------------------------ |  | --------
|Buildings                      |  | 40 years
|Plant, machinery and equipment |  | 10 years
|Motor vehicles                 |  | 5 years 
|Others                         |  | 5 years 

Amortization

Amortization charges are primarily related to land use right. Amortization is charged to the statement of income on a straight-line basis over the term of the land use right of 8 years from the date the Company
attained the right to use the land. The amortization of land use right was approximately $238 in each of 2005, 2004 (unaudited) and 2003 (unaudited).

Disposal

Gains or losses arising from the retirement or disposal of property, plant and equipment
are determined as the difference between the net disposal proceeds and the carrying amount of the asset and are recognized in the statement of income on the date of retirement or disposal.



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##### Table of Contents

CG-OMNOVA Decorative Products (Shanghai) Co., Ltd.

Notes to the Financial Statements

Year Ended December 31, 2005

(Including Unaudited Notes for Years Ended December 31, 2004 and 2003)

(USD Thousands)



|2 | Summary of Significant Accounting Policies (continued)
|- | ------------------------------------------------------



|2.4 | Property, plant and equipment and land use right (continued)
|--- | ------------------------------------------------------------

Asset retirement obligations

The fair value of asset retirement obligations are recorded when the Company has an
unconditional legal obligation to perform an asset retirement activity and the amount of the obligation can be reasonably estimated. In assessing asset retirement obligations, the Company reviews the expected settlement dates or a range of estimated
settlement dates, the expected method of settlement of the obligation and other factors pertinent to the obligations.



|2.5 | Inventories
|--- | -----------

Inventories are stated at the lower of cost
or market value. Cost is calculated using the determined on a first-in first-out basis. Inventories are reviewed for obsolescence, deterioration, damage and slow-moving and reserves are provided as necessary.



|2.6 | Trade and other receivables
|--- | ---------------------------

Trade and other receivables
(including balances with related parties as disclosed in note 12) are stated at cost less allowances for doubtful receivables. General provisions are made based on the aging of receivables balances, determined at certain provision rates.



|2.7 | Cash and cash equivalents
|--- | -------------------------

Cash and cash equivalents
comprise all highly liquid instruments with original maturities of 90 days or less.



|2.8 | Asset impairment
|--- | ----------------

The carrying amounts of the
Companys assets, other than inventories, are reviewed at each balance sheet date or when events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable. If the expected future undiscounted cash flows
are less than the carrying amount of the asset, an impairment loss is recognized at that time to reduce the asset to the lower of its fair value or its net book value. The impairment loss is charged to the statement of income.



|2.9 | Short-term loans from financial institutions
|--- | --------------------------------------------

Interest-bearing short-term loans and borrowings (including balances with related party as disclosed in note 12) as of December 31, 2004 (unaudited) were recognized at cost.



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##### Table of Contents

CG-OMNOVA Decorative Products (Shanghai) Co., Ltd.

Notes to the Financial Statements

Year Ended December 31, 2005

(Including Unaudited Notes for Years Ended December 31, 2004 and 2003)

(USD Thousands)



|2 | Summary of Significant Accounting Policies (continued)
|- | ------------------------------------------------------



|2.10 | Employee benefits
|---- | -----------------

Defined contribution plan

The full-time employees of the Company are covered by various government-managed defined contribution retirement benefit schemes under
which the employees are entitled to a monthly pension based on certain formulae. These government agencies are responsible for the retirement benefits to these retired employees. The Company contributes on a monthly basis to these retirement benefit
schemes. Under these schemes, the Company has no legal or constructive obligation for retirement benefits beyond the contributions made. Contributions to these schemes, which are expensed as incurred were $177, $133 (unaudited) and $102 (unaudited)
for 2005, 2004 and 2003, respectively.



|2.11 | Taxation
|---- | --------

Income tax

Current tax is the expected tax payable on the taxable income for the year, using tax rates enacted or substantially enacted at the balance sheet date,
and any adjustment to tax payable in respect of the previous years.

Deferred income tax

Deferred taxes are provided for temporary differences between the carrying amount of assets and liabilities for financial reporting and income tax
purposes. The amount of deferred tax provided is based on the expected manner of realization or settlement of the carrying amount of assets and liabilities, using tax rates enacted or substantively enacted at the balance sheet date. A deferred tax
asset is recognized to the extent that it is probable that future taxable profit will be available against which the temporary differences can be utilized.



|2.12 | Revenue recognition
|---- | -------------------

Sale of goods

Revenue from product sales is recognized when the significant risks and rewards of ownership have been transferred to the buyer. Revenue excludes value
added taxes or other sales taxes and is arrived at after deduction of trade discounts.

There is one customer that represented approximately
19% of the Companys net sales in 2005.

Interest income

Interest income is recognized in the statement of income as it accrues.



|2.13 | Finance costs
|---- | -------------

Interest expense and similar charges are
expensed in the statement of income in the period in which it is incurred and is reported net of interest income.



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##### Table of Contents

CG-OMNOVA Decorative Products (Shanghai) Co., Ltd.

Notes to the Financial Statements

Year Ended December 31, 2005

(Including Unaudited Notes for Years Ended December 31, 2004 and 2003)

(USD Thousands)



|2 | Summary of Significant Accounting Policies (continued)
|- | ------------------------------------------------------



|2.14 | Research and development costs
|---- | ------------------------------

Research and development
costs, which were $178 in 2005, $73 (unaudited) in 2004 and $89 (unaudited) in 2003, are expensed in the statement of income as incurred.



|2.15 | New accounting pronouncements
|---- | -----------------------------

In November 2004, the
Financial Accounting Standards Board (FASB) issued Statement of Financial Accounting Standards (SFAS) No. 151, Inventory Costs, an amendment of ARB 43, Chapter 4. SFAS No. 151 requires certain inventory
costs to be recognized as expenses in the period it incurs. This standard also provides guidance for the allocation of fixed production overhead costs. This standard is effective for inventory costs incurred during fiscal years beginning on or after
June 15, 2005. The Company will adopt this standard in year 2006. The Company anticipates that the adoption of this standard will not have a material impact on the financial statements of the Company.

In May 2005, the FASB issued SFAS No. 154 Accounting Changes and Error Corrections. SFAS No. 154 replaces Accounting Principles
Board Opinion (APB) No. 20 Accounting Changes and SFAS No. 3 Reporting Accounting Changes in Interim Financial Statements. SFAS No. 154 requires companies to apply a retrospective application for
reporting a change in accounting principle and differentiates a retrospective application from a restatement. This statement also carries forward the guidance from APB No. 20 regarding the correction of an error and changes in accounting
estimates. The Company will adopt this standard in year 2006. The Company does not anticipate that the adoption of this Statement will have any impact on the financial statements of the Company.

In March 2005, the FASB issued interpretation No. 47, Accounting for Conditional Asset Retirement Obligations, which clarifies that an
entity is required to recognize a liability for the fair value of a conditional asset retirement obligation if the fair value can be reasonably estimated even though uncertainty exists about the timing and/or method of settlement. The Company will
adopt interpretation No. 47 prior to the end of year 2006. The Company does not anticipate any material impact on the financial statements of the Company from the adoption of the interpretation.



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##### Table of Contents

CG-OMNOVA Decorative Products (Shanghai) Co., Ltd.

Notes to the Financial Statements

Year Ended December 31, 2005

(Including Unaudited Notes for Years Ended December 31, 2004 and 2003)

(USD Thousands)



|3 | Property, Plant and Equipment
|- | -----------------------------



|                               |  |              |        |   |             |   |        |  
|------------------------------ |  | ------------ | ------ | - | ----------- | - | ------ | -
|                               |  | December 31, |       
|                               |  | 2005         |        |   | 2004        |  
|                               |  |              |        |   | (Unaudited) |  
|Plant, machinery and equipment |  | $            | 10,638 |   |             | $ | 9,717  |  
|Buildings                      |  |              | 3,458  |   |             |   | 3,369  |  
|Construction-in-progress       |  |              | 155    |   |             |   | 247    |  
|Motor vehicles                 |  |              | 176    |   |             |   | 136    |  
|Others                         |  |              | 211    |   |             |   | 136    |  
|                               |  |              |        |   |             |   |        |  
|                               |  |              | 14,638 |   |             |   | 13,605 |  
|Accumulated depreciation       |  |              | (4,748 | ) |             |   | (3,625 | )
|                               |  |              |        |   |             |   |        |  
|Total                          |  | $            | 9,890  |   |             | $ | 9,980  |  
|                               |  |              |        |   |             |   |        |  

Depreciation expense was $1,029, $942 (unaudited) and $892 (unaudited) in 2005, 2004 and 2003,
respectively.

The Companys buildings with a net book value of approximately $2,600 in 2005 and approximately $2,700 (unaudited) in
2004 were pledged for credit facilities as described in note 6.



|4 | Inventories
|- | -----------



|                                        |  |              |       |   |             |   |       |  
|--------------------------------------- |  | ------------ | ----- | - | ----------- | - | ----- | -
|                                        |  | December 31, |      
|                                        |  | 2005         |       |   | 2004        |  
|                                        |  |              |       |   | (Unaudited) |  
|Raw materials                           |  | $            | 3,076 |   |             | $ | 2,837 |  
|Finished goods                          |  |              | 1,278 |   |             |   | 873   |  
|Work-in-progress                        |  |              | 392   |   |             |   | 466   |  
|                                        |  |              |       |   |             |   |       |  
|Total                                   |  |              | 4,746 |   |             |   | 4,176 |  
|Less allowance for obsolete inventories |  |              | (237  | ) |             |   | (142  | )
|                                        |  |              |       |   |             |   |       |  
|Total                                   |  | $            | 4,509 |   |             | $ | 4,034 |  
|                                        |  |              |       |   |             |   |       |  



|5 | Trade Receivables
|- | -----------------

The Companys trade
receivables are generally unsecured and are not backed by collateral from its customers. The provision for doubtful receivables was $59 and $49 (unaudited) at December 31, 2005 and 2004, respectively. The doubtful debts expense totaled $13 in
2005, $40 (unaudited) in 2004 and $7 (unaudited) in 2003.



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##### Table of Contents

CG-OMNOVA Decorative Products (Shanghai) Co., Ltd.

Notes to the Financial Statements

Year Ended December 31, 2005

(Including Unaudited Notes for Years Ended December 31, 2004 and 2003)

(USD Thousands)



|6 | Short-term Loans from Financial Institutions
|- | --------------------------------------------



|                                                             |  |              |   |             |   |      
|------------------------------------------------------------ |  | ------------ | - | ----------- | - | -----
|                                                             |  | December 31,
|                                                             |  | 2005         |   | 2004       
|                                                             |  |              |   | (Unaudited)
|Short-term loans from financial institutions denominated in: |  |              |   |             |   |      
|- RMB (interest at 4.89% per annum in 2004)                  |  | $            |  |             | $ | 1,208
|- U.S. Dollars (interest at LIBOR plus 2.25% per annum)      |  |              |  |             |   | 1,200
|                                                             |  |              |   |             |   |      
|Total                                                        |  | $            |  |             | $ | 2,408
|                                                             |  |              |   |             |   |      

The Company is a party to several credit facility agreements for short-term borrowings. The credit
facility denominated in U.S. Dollar which totaled $4,000 obtained from a related party (note 12) was unsecured, comprised trust receipts of $800; letters of credit of $2,000 and a short term loan of $1,200. As of December 31, 2005, the
Companys unused letters of credit were approximately $700.

The Companys credit facility line denominated in RMB which totaled
RMB10 million (or approximately $1,200) as of December 31, 2005 is secured by the Companys buildings and land use right with an aggregate net book value of $3,381 as of December 31, 2005 and $3,600 (unaudited) as of December 31,
2004. As of December 31, 2005, the Company had not utilized the above credit facility.

Interest expense was $86, $114 (unaudited) and
$126 (unaudited) for 2005, 2004 and 2003, respectively.



|7 | Capital
|- | -------

Each of the Companys registered and
paid-up capital are $10,000 and $10,000 (unaudited) as of December 31, 2005 and 2004, respectively.



|8 | Statutory Reserve Fund
|- | ----------------------

According to the relevant
laws and regulations for wholly-foreign-owned enterprises and the Companys articles of association, profit of the Company, as determined in accordance with the applicable accounting rules and regulations in the PRC, are available for
distribution in the form of cash dividends to the investors after the Company has (1) satisfied all tax liabilities; (2) provided for losses in the previous years; and (3) made appropriations to the statutory reserve funds, including
reserve fund and staff bonus and welfare fund. The Company is required to appropriate not less than 10% of its annual profit after income tax to the reserve fund until the reserve balance reaches 50% of its registered capital. However, appropriation
to the staff bonus and welfare fund is determined at the discretion of the board of directors of the Company.

The statutory reserve is not
free for distribution as dividends but it can be used to offset losses or be capitalized. The staff bonus and welfare fund can be used for reward and collective welfare for employees.



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CG-OMNOVA Decorative Products (Shanghai) Co., Ltd.

Notes to the Financial Statements

Year Ended December 31, 2005

(Including Unaudited Notes for Years Ended December 31, 2004 and 2003)

(USD Thousands)



|8 | Statutory Reserve Fund (continued)
|- | ----------------------------------

In accordance
with the relevant laws and regulations, profits available for distribution by the Company are based on the PRC statutory financial statements. For the year ended December 31, 2004, the Company appropriated after tax profit amounting to $117
(unaudited) to the reserve fund. For the year ended December 31, 2005, the Companys appropriation after tax profit of $284 to the reserve fund is subject to the approval of the Companys audited statutory financial statements.



|9 | Income Taxes
|- | ------------



|                               |  |      |     |   |             |   |     |             |  |   |   
|------------------------------ |  | ---- | --- | - | ----------- | - | --- | ----------- |  | - | --
|                               |  | 2005 |     |   | 2004        |   |     | 2003       
|                               |  |      |     |   | (Unaudited) |   |     | (Unaudited)
|Income tax provision - current |  | $    | 329 |   |             | $ | 105 |             |  | $ | 32
|Deferred taxation              |  |      | (7  | ) |             |   | (23 | )           |  |   | 1 
|                               |  |      |     |   |             |   |     |             |  |   |   
|Total                          |  | $    | 322 |   |             | $ | 82  |             |  | $ | 33
|                               |  |      |     |   |             |   |     |             |  |   |   

In accordance with Income Tax Law of the PRC Concerning Foreign Investment Enterprises and Foreign
Enterprises and various local income tax laws (the Income Tax Law), joint venture companies are subject to the statutory income tax of 33% (comprising 30% state income tax plus 3% local income tax) unless the enterprise is qualified as a
Foreign Funded Enterprise with Advanced Technology for which more favorable effective corporate income tax rates apply.

The
Company is located in Shanghai Minhang Economic Technological Development Zone and therefore, preferential corporate income tax rate at 15% applies. In addition, the Company is a qualified Foreign Funded Enterprise with Advanced
Technology and under relevant tax law, the Company is exempted from corporate income tax and local income taxes for its first two profit-making years, which were 2000 and 2001 (after deducting losses incurred in the previous years), and is
entitled to a 50% tax exemption for the succeeding three years of 7.5% (Tax Exemption). The Company is entitled to extend the period of a reduced corporate income tax rate for another three years on expiry of the Tax Exemption, provided
that the minimum corporate income tax rate is not lower than 10%. Consequently, the Company is subject to a corporate income tax rate of 10% for 2005.

A reconciliation of the Companys effective tax rate is as follows:



|                                |  |       |    |  |             |    |  |             |   
|------------------------------- |  | ----- | -- |  | ----------- | -- |  | ----------- | --
|                                |  | 2005  |    |  | 2004        |    |  | 2003        |   
|                                |  |       |    |  | (Unaudited) |    |  | (Unaudited) |   
|Statutory rate                  |  | 33.0  | %  |  | 33.0        | %  |  | 33.0        | % 
|Preferential tax rate reduction |  | (18.0 | )% |  | (18.0       | )% |  | (18.0       | )%
|Tax exemption                   |  | (5.0  | )% |  | (7.5        | )% |  | (7.5        | )%
|Other  non deductibles         |  | 0.1   | %  |  | 0.1         | %  |  | 1.2         | % 
|                                |  |       |    |  |             |    |  |             |   
|Total                           |  | 10.1  | %  |  | 7.6         | %  |  | 8.7         | % 
|                                |  |       |    |  |             |    |  |             |   



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##### Table of Contents

CG-OMNOVA Decorative Products (Shanghai) Co., Ltd.

Notes to the Financial Statements

Year Ended December 31, 2005

(Including Unaudited Notes for Years Ended December 31, 2004 and 2003)

(USD Thousands)



|10 | Deferred Tax Assets
|-- | -------------------



|                                    |  |              |    |             |   |   
|----------------------------------- |  | ------------ | -- | ----------- | - | --
|                                    |  | December 31,
|                                    |  | 2005         |    | 2004       
|                                    |  |              |    | (Unaudited)
|Temporary differences arising from: |  |              |    |             |   |   
|Provision for sales returns         |  | $            | 5  |             | $ | 8 
|Provision for doubtful receivables  |  |              | 6  |             |   | 5 
|Provision for inventories           |  |              | 23 |             |   | 14
|                                    |  |              |    |             |   |   
|Total                               |  | $            | 34 |             | $ | 27
|                                    |  |              |    |             |   |   

Deferred tax assets are mainly attributable to provisions for sales returns, doubtful receivables
and inventories mark-down for financial reporting purpose in excess of those deductible under tax regulations. As of December 31, 2005 and 2004, the Company had provisions for sales returns of $47 and $78 (unaudited), doubtful receivables of
$59 and $49 (unaudited), and inventories of $237 and $142 (unaudited), respectively.



|11 | Commitments and Contingencies
|-- | -----------------------------

From time to time,
the Company is subject to various claims, lawsuits and proceedings related to product liability, product warranty, contract, employment, environmental and other matters arising out of the Companys business. The ultimate resolution of any
litigation is inherently unpredictable. As a result, the Companys estimates of liability, if any, are subject to change and actual results may materially differ from the Companys estimates. As of December 31, 2005, the Company is
not aware of any pending claims, lawsuits or proceedings that will materially affect the consolidated financial position of the Company.

As
of December 31, 2005, the Company had unused letters of credit amounting to approximately $700.



|12 | Related Party Transactions
|-- | --------------------------

For the purposes of
these financial statements, parties are considered to be related to the Company if the Company has the ability, directly or indirectly, to control the party or exercise significant influence over the party in making financial and operating
decisions, or vice versa, or where the Company and the party are subject to common control or common significant influence. Related parties may be individuals or other entities.

During the years, other than disclosed elsewhere in the financial statements, significant related party transactions carried out in the normal course of
business based on terms agreed between the parties are set out below.



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##### Table of Contents

CG-OMNOVA Decorative Products (Shanghai) Co., Ltd.

Notes to the Financial Statements

Year Ended December 31, 2005

(Including Unaudited Notes for Years Ended December 31, 2004 and 2003)

(USD Thousands)



|12 | Related Party Transactions (continued)
|-- | --------------------------------------

As of
December 31, 2005 and 2004, the outstanding balances with related parties, which are included in the balance sheets, were as follows:



|                                                |  |              |     |             |   |      
|----------------------------------------------- |  | ------------ | --- | ----------- | - | -----
|                                                |  | December 31,
|                                                |  | 2005         |     | 2004       
|                                                |  |              |     | (Unaudited)
|Trade receivables                               |  |              |     |             |   |      
|- OMNOVA Solutions Inc.                         |  | $            | 129 |             | $ | 104  
|- Ningbo Beston Plastics Co., Ltd.              |  |              |    |             |   | 10   
|                                                |  |              |     |             |   |      
|Total                                           |  | $            | 129 |             | $ | 114  
|                                                |  |              |     |             |   |      
|Other receivables                               |  |              |     |             |   |      
|- Shanghai Beston Plastics Co., Ltd.            |  | $            | 66  |             | $ | 84   
|- Decorative Products (Singapore) Pte. Ltd.     |  |              | 50  |             |   | 48   
|                                                |  |              |     |             |   |      
|Total                                           |  | $            | 116 |             | $ | 132  
|                                                |  |              |     |             |   |      
|Cash at bank                                    |  |              |     |             |   |      
|- Business Development Bank                     |  | $            | 306 |             | $ | 244  
|                                                |  |              |     |             |   |      
|Short-term loan from financial institution      |  |              |     |             |   |      
|- Business Development Bank (note 6)            |  |              |    |             | $ | 1,200
|                                                |  |              |     |             |   |      
|Trade payables                                  |  |              |     |             |   |      
|- Shanghai Kang Qi Industrial Trading Co., Ltd. |  | $            | 49  |             | $ | 43   
|- Vinythai Public Company Limited               |  |              | 437 |             |   | 181  
|                                                |  |              |     |             |   |      
|Total                                           |  | $            | 486 |             | $ | 224  
|                                                |  |              |     |             |   |      
|Other payables                                  |  |              |     |             |   |      
|- CPPC Public Company Limited                   |  | $            | 200 |             | $ | 200  
|- OMNOVA Solutions Inc.                         |  |              | 200 |             |   | 200  
|                                                |  |              |     |             |   |      
|Total                                           |  | $            | 400 |             | $ | 400  
|                                                |  |              |     |             |   |      

Apart from cash at bank and short-term loan from financial institution, the outstanding balances
with related parties at December 31, 2005 are unsecured, interest-free and have no fixed terms of repayment.



15



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##### Table of Contents

CG-OMNOVA Decorative Products (Shanghai) Co., Ltd.

Notes to the Financial Statements

Year Ended December 31, 2005

(Including Unaudited Notes for Years Ended December 31, 2004 and 2003)

(USD Thousands)



|12 | Related Party Transactions (continued)
|-- | --------------------------------------

Significant
revenues, purchases and expenses arising from transactions with related parties for each of the years ended December 31, 2005, 2004 and 2003 were as follows:



|                                          |  |      |       |             |   |             |  |   |    
|----------------------------------------- |  | ---- | ----- | ----------- | - | ----------- |  | - | ---
|                                          |  | 2005 |       | 2004        |   | 2003       
|                                          |  |      |       | (Unaudited) |   | (Unaudited)
|Revenues                                  |  |      |       |             |   |             |  |   |    
|- OMNOVA Solutions Inc.                   |  | $    | 330   |             | $ | 511         |  | $ | 517
|- Ningbo Beston Plastics Co., Ltd.        |  |      | 11    |             |   | 112         |  |   | 23 
|- Shanghai Beston Plastics Co., Ltd.      |  |      | 6     |             |   | 98          |  |   | 94 
|                                          |  |      |       |             |   |             |  |   |    
|Total                                     |  | $    | 347   |             | $ | 721         |  | $ | 634
|                                          |  |      |       |             |   |             |  |   |    
|Purchases of raw materials                |  |      |       |             |   |             |  |   |    
|- Shanghai Beston Plastics Co., Ltd.      |  | $    | 25    |             | $ | 53          |  | $ | 101
|- Vinythai Public Company Limited         |  |      | 1,639 |             |   | 1,091       |  |   | 89 
|                                          |  |      |       |             |   |             |  |   |    
|Total                                     |  | $    | 1,664 |             | $ | 1,144       |  | $ | 190
|                                          |  |      |       |             |   |             |  |   |    
|Other expenses (meal)                     |  |      |       |             |   |             |  |   |    
|- Shanghai Beston Plastics Co., Ltd.      |  | $    | 110   |             | $ | 89          |  | $ | 58 
|                                          |  |      |       |             |   |             |  |   |    
|Market investigation and development fees |  |      |       |             |   |             |  |   |    
|- CPPC Public Company Limited             |  | $    | 200   |             | $ | 200         |  | $ | 200
|- OMNOVA Solutions Inc.                   |  |      | 200   |             |   | 200         |  |   | 200
|                                          |  |      |       |             |   |             |  |   |    
|Total                                     |  | $    | 400   |             | $ | 400         |  | $ | 400
|                                          |  |      |       |             |   |             |  |   |    
|Other purchases                           |  |      |       |             |   |             |  |   |    
|- Shanghai Kang Qi Industrial             |  |      |       |             |   |             |  |   |    
|Trading Co., Ltd.                         |  | $    | 144   |             | $ | 110         |  | $ | 58 
|                                          |  |      |       |             |   |             |  |   |    

Revenues from sale and purchases of raw materials were conducted with reference to the prevailing
market condition.

Market investigation and development fees were charged in accordance with the terms of the agreements whereby each of
CPPC Public Company Limited and OMNOVA Solutions Inc. agreed to undertake a market research for a fixed fee per annum. Each of the agreements were entered into for a term of 5 years from January 2, 2005, which will continue the validness
automatically after the valid period on condition that there is no dissidence between the Company and OMNOVA Solutions Inc. and CPPC Public Company Limited, respectively.



|13 | Financial Instruments
|-- | ---------------------

Financial risk management
objectives and policies

The Company is exposed primarily to credit, interest rate and currency exchange rates risk which arises in the
normal course of business. There are no written risk management policies and guidelines which set out its overall business strategies, its tolerance of risk and its general risk management philosophy.



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##### Table of Contents

CG-OMNOVA Decorative Products (Shanghai) Co., Ltd.

Notes to the Financial Statements

Year Ended December 31, 2005

(Including Unaudited Notes for Years Ended December 31, 2004 and 2003)

(USD Thousands)



|13 | Financial Instruments (continued)
|-- | ---------------------------------

Credit
risk

Credit risk is the potential financial loss resulting from the failure of a customer or counterparty to settle its financial and
contractual obligations to the Company, as and when they fall due.

The Company has established credit limits for customers and monitors
their balances.

At the balance sheet date, there were no significant concentrations of credit risk, with a single customer balance that
represents 17% (2004: 11% Unaudited) of trade receivables. The maximum exposure to credit risk is represented by the carrying amount of each financial asset in the balance sheets.

Foreign currency risk

The Company
incurs foreign currency risk on sales, purchases and borrowings denominated in other than RMB. The currencies giving rise to this risk are primarily the U.S. dollars and the Hong Kong dollars. The Company does not hedge these exposures by purchasing
forward currency contracts at present.

Interest rate risk

The Companys exposure to market risk for changes in interest rates relates primarily to the Companys secured bank loans and credit facilities
for letters of credit. The Company does not use derivative financial instruments to hedge its exposure.



|14 | Land Use Right
|-- | --------------

The Company entered into a contract
dated June 22, 2000 with Shanghai Minhang United Development Co., Ltd. for the right to use the parcel of land on which the Companys buildings (including office, factory and warehouse) is erected thereon, and paid a fee of $1,953 for the
lease term of 8 years. The fee was paid upon signing of the contract and is being amortized on a straight-line basis over the contract term, which is due to expire in 2008. The contract provides the Company with an option to renew for an additional
41 years until 2049. Any payments made under future renewals of this contract will be amortized over the extended lease period. The land use right was pledged for credit facilities as described in note 6.

According to the terms of the contract, the Company is required to dispose of all structures and attachments to the land prior to termination of the
contract. The Company has not recorded any amount relating to this obligation as the Company has concluded that any obligation would not be significant at December 31, 2005.



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##### Table of Contents

(a)(3) Exhibits

EXHIBIT INDEX



|         |  |                                                                                                                                                                                                                                                                                                                                                                                                        
|-------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit  |  | Description                                                                                                                                                                                                                                                                                                                                                                                            
|         |  | ACQUISITION AGREEMENTS                                                                                                                                                                                                                                                                                                                                                                                 
|         | 
|2.1*     |  | Distribution Agreement between OMNOVA Solutions Inc. (OMNOVA Solutions) and GenCorp Inc. (GenCorp).                                                                                                                                                                                                                                                                                                    
|         | 
|         |  | CHARTER DOCUMENTS                                                                                                                                                                                                                                                                                                                                                                                      
|         | 
|3.2**    |  | Form of Amended and Restated Articles of Incorporation of OMNOVA Solutions.                                                                                                                                                                                                                                                                                                                            
|         | 
|3.4**    |  | Amended and Restated Code of Regulations of OMNOVA Solutions.                                                                                                                                                                                                                                                                                                                                          
|         | 
|         |  | INSTRUMENTS DEFINING THE RIGHTS OF SECURITY HOLDERS                                                                                                                                                                                                                                                                                                                                                    
|         | 
|4.1      |  | Indenture, dated as of May 28, 2003, by and among OMNOVA Solutions Inc., as issuer, and The Bank of New York, as trustee, including the form of OMNOVA Solutions 111/4% Senior Secured Notes due June 1, 2010 (incorporated by reference to Exhibit 4.1 to the Companys
Registration Statement No. 333-106619 on Form S-4 filed with the Commission on June 27, 2003).                                
|         | 
|4.2      |  | Registration Rights Agreement, dated as of May 28, 2003, by and among OMNOVA Solutions Inc. and Deutsche Bank Securities Inc., Banc One Capital Markets, Inc. and McDonald Investments Inc., as
initial purchasers (incorporated by reference to Exhibit 4.2 to the Companys Registration Statement No. 333-106619 on Form S-4 filed with the Commission on June 27, 2003).                           
|         | 
|         |  | MATERIAL CONTRACTS                                                                                                                                                                                                                                                                                                                                                                                     
|         | 
|10.1     |  | Credit Agreement, dated as of May 28, 2003, among OMNOVA Solutions Inc., as borrower, the financial institutions named therein, as lenders, Bank One, NA, as agent, and Banc One Capital
Markets, Inc., as lead arranger and sole book runner (incorporated by reference to the Companys Quarterly Report on Form 10-Q for the fiscal quarter ended May 31, 2003 (File No. 1-15147)).                 
|         | 
|10.2     |  | Amendment No. 2 to Credit Agreement dated as of December 23, 2004 by and among OMNOVA Solutions Inc., as Borrower, the financial institutions party thereto, as Lenders, and JPMorgan Chase
Bank, N.A. as Agent for the Lenders (incorporated by reference to the same numbered exhibit to the Companys Current Report on Form 8-K filed with the Commission on December 23, 2004 (File No. 1-15147)).
|         | 
|10.3    |  | Employment Agreement dated December 1, 2000 between OMNOVA Solutions and Kevin M. McMullen (incorporated by reference to the same numbered exhibit to the Companys Annual Report on Form
10-K for the fiscal year ended November 30, 2000 (File No. 1-15147)).                                                                                                                                        
|         | 
|10.5    |  | Severance Agreement dated December 1, 2000 between OMNOVA Solutions and Kevin M. McMullen (incorporated by reference to the same numbered exhibit to the Companys Annual Report on Form
10-K for the fiscal year ended November 30, 2000 (File No. 1-15147)).                                                                                                                                         
|         | 
|10.6**  |  | Form of Severance Agreement granted to certain executive officers of OMNOVA Solutions (other than the officer identified above).                                                                                                                                                                                                                                                                       
|         | 
|10.7    |  | OMNOVA Solutions Amended and Restated 1999 Equity and Performance Incentive Plan (incorporated by reference to Annex A to the Companys Proxy Statement dated February 22, 2002, as filed
with the Commission on February 19, 2002 (File No. 1-15147)).                                                                                                                                                
|         | 
|10.8**  |  | OMNOVA Solutions Deferred Compensation Plan for Nonemployee Directors.                                                                                                                                                                                                                                                                                                                                 
|         | 
|10.9**  |  | Retirement Plan for Nonemployee Directors of OMNOVA Solutions.                                                                                                                                                                                                                                                                                                                                         
|         | 
|10.11** |  | Benefits Restoration Plan for Salaried Employees of OMNOVA Solutions.                                                                                                                                                                                                                                                                                                                                  
|         | 
|10.12** |  | OMNOVA Solutions Deferred Bonus Plan.                                                                                                                                                                                                                                                                                                                                                                  
|         | 
|10.13   |  | Form of Retention Agreement between the Company and each of its Executive Officers, dated April 1, 2005 (incorporated by reference to the same numbered exhibit to the Companys Quarterly
Report on Form 10-Q for the quarter ended February 28, 2005, as filed with the Commission on April 1, 2005 (File No. 1-15147)).                                                                             
|         | 
|10.14   |  | OMNOVA Solutions Long-Term Incentive Program (incorporated by reference to the same numbered exhibit to the Companys Current Report on Form 8-K filed with the Commission on January 26,
2006 (File No. 1-15147)).                                                                                                                                                                                    



18



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##### Table of Contents

|        |  |                                                                                                                                                                                                                                                                                                                                                                                                 
|------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit |  | Description                                                                                                                                                                                                                                                                                                                                                                                     
|10.15*  |  | Tax Matters Agreement between OMNOVA Solutions and GenCorp.                                                                                                                                                                                                                                                                                                                                     
|        | 
|10.16*  |  | Alternative Dispute Resolution Agreement between OMNOVA Solutions and GenCorp.                                                                                                                                                                                                                                                                                                                  
|        | 
|10.17*  |  | Agreement on Employee Matters between OMNOVA Solutions and GenCorp.                                                                                                                                                                                                                                                                                                                             
|        | 
|10.18*  |  | Services and Support Agreement between OMNOVA Solutions and GenCorp.                                                                                                                                                                                                                                                                                                                            
|        | 
|10.19** |  | Form of Director and Officer Indemnification Agreement.                                                                                                                                                                                                                                                                                                                                         
|        | 
|10.20** |  | Form of Director Indemnification Agreement.                                                                                                                                                                                                                                                                                                                                                     
|        | 
|10.21** |  | Form of Officer Indemnification Agreement.                                                                                                                                                                                                                                                                                                                                                      
|        | 
|10.22   |  | Amendment No. 3 to Credit Agreement dated as of May 18, 2005 by and among OMNOVA Solutions Inc., as borrower, the financial institutions party therewith, as lenders, and JPMorgan Chase Bank,
N.A., as Agent for the Lenders (incorporated by reference to the same numbered exhibit to the Companys Current Report on Form 8-K filed with the Commission on May 23, 2005 (File No. 1-15147)).
|        | 
|10.23  |  | Summary of Certain Executive Officer Compensation Arrangements (incorporated by reference to the same numbered exhibit to the Companys Current Report on Form 8-K filed with the
Commission on July 18, 2005 (File No. 1-15147)).                                                                                                                                                              
|        | 
|10.24  |  | Form of Restricted Stock Agreement (incorporated by reference to the same numbered exhibit to the Companys Current Report on Form 8-K filed with the Commission on July 18, 2005 (File
No. 1-15147)).                                                                                                                                                                                          
|        | 
|10.25# |  | Summary of Compensation and Benefit Arrangements for Non-Employee Directors of OMNOVA Solutions Inc.                                                                                                                                                                                                                                                                                            
|        | 
|10.26  |  | OMNOVA Solutions Executive Incentive Compensation Program (incorporated by reference to the same numbered exhibit to the Companys Current Report on Form 8-K filed with the Commission on
January 26, 2006 (File No. 1-15147)).                                                                                                                                                                
|        | 
|10.27  |  | Summary of 2006 Executive Incentive Compensation Program (incorporated by reference to the same numbered exhibit to the Companys Current Report on Form 8-K filed with the Commission on
January 26, 2006 (File No. 1-15147)).                                                                                                                                                                 
|        | 
|        |  | COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES                                                                                                                                                                                                                                                                                                                                               
|        | 
|12.1#   |  | Computation of Ratio of Earnings to Fixed Charges.                                                                                                                                                                                                                                                                                                                                              
|        | 
|        |  | SUBSIDIARIES OF THE REGISTRANT                                                                                                                                                                                                                                                                                                                                                                  
|        | 
|21.1#   |  | Listing of Subsidiaries.                                                                                                                                                                                                                                                                                                                                                                        
|        | 
|        |  | CONSENTS OF EXPERTS                                                                                                                                                                                                                                                                                                                                                                             
|        | 
|23.1#   |  | Consent of Ernst & Young LLP  Akron, Ohio, Independent Registered Public Accounting Firm.                                                                                                                                                                                                                                                                                                      
|        | 
|23.2##  |  | Consent of Ernst & Young LLP  Bangkok, Thailand, Independent Registered Public Accounting Firm.                                                                                                                                                                                                                                                                                                
|        | 
|23.3    |  | Consent of Ernst & Young Hua Ming, Shanghai Branch, The Peoples Republic of China, Independent Registered Public Accounting Firm.                                                                                                                                                                                                                                                              
|        | 
|        |  | POWER OF ATTORNEY                                                                                                                                                                                                                                                                                                                                                                               
|        | 
|24.1#   |  | Powers of Attorney executed by E. P. Campbell, D. A. Daberko, D. J. DAntoni, D. E. McGarry, S. W. Percy, R. B. Pipes, and W. R. Seelbach, Directors of the
Company.                                                                                                                                                                                                                            
|        | 
|        |  | CERTIFICATIONS                                                                                                                                                                                                                                                                                                                                                                                  
|        | 
|31.1    |  | Principal Executive Officers Certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.                                                                                                                                                                                                                                                                                         
|        | 
|31.2    |  | Principal Executive Officers Certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.                                                                                                                                                                                                                                                                                         
|        | 
|32.1    |  | Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.                                                                                                                                                                                                                                                                         

The Company will supply copies of any of the foregoing exhibits to any shareholder upon receipt of a written
request addressed to OMNOVA Solutions Inc., 175 Ghent Road, Fairlawn, Ohio 44333-3300, Attention: Secretary, and payment of $1 per page to help defray the costs of handling, copying and return postage.



19



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##### Table of Contents

---

|* | Incorporated by reference to the same-numbered exhibit to the Companys Annual Report on Form 10-K for the fiscal year ended November 30, 1999 (File No. 1-15147).
|- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------

|** | Incorporated by reference to the same-numbered exhibit to the Companys Registration Statement on Form 10 (File No. 1-15147).
|-- | -----------------------------------------------------------------------------------------------------------------------------

| | Management contract or compensatory arrangement.
|- | ------------------------------------------------

|# | Previously filed with the Companys Annual Report on Form 10-K for the fiscal year ended November 30, 2005, which was filed with the Commission on January 30, 2006.
|- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------

|## | Previously filed with the Companys Amendment No. 1 to its Annual Report on Form 10-K for the fiscal year ended November 30, 2005, which was filed with the Commission
on March 30, 2006.
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



20



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##### Table of Contents

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this Amendment No. 2 to this Annual Report on Form 10-K to be signed on its behalf by the undersigned,
thereunto duly authorized.



|               |  |                       |  |                       
|-------------- |  | --------------------- |  | ----------------------
|March 31, 2006 |  | OMNOVA Solutions Inc.
|               |  |                      
|               |  | By:                   |  | /s/ J. C. LeMay       
|               |  |                       |  | J. C. LeMay           
|               |  |                       |  | Senior Vice President,
|               |  |                       |  | Business Development; 
|               |  |                       |  | General Counsel       

Pursuant to the requirements of the Securities Exchange Act of 1934, this Amendment No. 2 to this Annual
Report on Form 10-K has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.



|                                  |  |                                                              |  |               
|--------------------------------- |  | ------------------------------------------------------------ |  | --------------
|Signature                         |  | Title                                                        |  | Date          
|                                  |  |                                                             
|/s/ K. M. McMullen K. M. McMullen |  | Chairman, Chief Executive Officer and President              |  | March 31, 2006
|                                  |  |                                                             
|/s/ M. E. Hicks M. E. Hicks       |  | Senior Vice President and Chief Financial Officer;
Treasurer |  | March 31, 2006
|                                  |  |                                                             
|* E.
P. Campbell                  |  | Director                                                     |  | March 31, 2006
|                                  |  |                                                             
|* D.
A. Daberko                   |  | Director                                                     |  | March 31, 2006
|                                  |  |                                                             
|* D.
J. DAntoni                  |  | Director                                                     |  | March 31, 2006
|                                  |  |                                                             
|* D.
E. McGarry                   |  | Director                                                     |  | March 31, 2006
|                                  |  |                                                             
|* S.
W. Percy                     |  | Director                                                     |  | March 31, 2006
|                                  |  |                                                             
|* R.
B. Pipes                     |  | Director                                                     |  | March 31, 2006



21



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##### Table of Contents

|                                                                                      |  |          |  |               
|------------------------------------------------------------------------------------- |  | -------- |  | --------------
|* W.
R. Seelbach                                                                      |  | Director |  | March 31, 2006
|                                                                                      |  |         
|*Signed by the undersigned as attorney-in-fact and agent for the Directors indicated. |  |          |  |               
|                                                                                      |  |         
|/s/ K. C. Syrvalin                                                                    |  |          |  |               
|K. C. Syrvalin                                                                        |  |          |  | March 31, 2006



22



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EXHIBIT INDEX

OMNOVA Solutions Inc. Amendment No. 2 to Form 10-K

For the Year Ended November 30, 2005



|     |  |                                                                                                                                   
|---- |  | ----------------------------------------------------------------------------------------------------------------------------------
|     | 
|23.3 |  | Consent of Ernst & Young Hua Ming, Shanghai Branch, The Peoples Republic of China, Independent Registered Public Accounting Firm.
|     | 
|31.1 |  | Principal Executive Officers Certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.                           
|     | 
|31.2 |  | Principal Executive Officers Certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.                           
|     | 
|32.1 |  | Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.           



23