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深纺织B:2023年年度报告摘要(英文版)

深圳证券交易所 2024-03-28 查看全文

Summary of 2023 Annual Report of Shenzhen Textile (Holdings) Co. Ltd.Stock code: 000045200045 Stock Abbreviation: Shen Textile A Shen Textile B Announcement No. :2024-11

Summary of 2023 Annual Report of Shenzhen Textile

(Holdings) Co. Ltd.I. Important notes

The summary is abstract from full-text of annual report for more details information investors should found in

the full-text of annual report that published on website of Shenzhen Stock Exchange and other website appointed

by CSRC.All directors personally attended the Board meeting at which the Annual Report was considered.Non-standard auditor’s opinion

□ Applicable √Not applicable

Preliminary plan for profit distribution to the common shareholders or turning the capital reserve into the share

capital for the reporting period which has been reviewed and approved at the board meeting

√Applicable □ Not applicable

The Company has plan of Converting provident fund to share capital .□ Applicable √Not applicable

The company’s profit distribution plan approved by the board of directors this time is: based on 506521849

shares a cash dividend of 0.65 yuan (tax included) will be distributed to all shareholders for every 10 shares and

0 shares (tax included) will be given as bonus shares. The capital reserve will not be converted into share capital.

The profit distribution plan for preferred stocks for the reporting period passed by the board of directors

□ Applicable √Not applicable

II. Basic information about the company

1. Company profile

Stock abbreviation Shen Textile A,Shen Textile B Stock code 000045,200045Stock exchange for listing Shenzhen Stock Exchange

Contact person and contact manner Board secretary Securities affairs Representative

Name Jiang Peng Li Zhenyu

6/F Shenfang Building No.3 Huaqiang 6/F Shenfang Building No.3 Huaqiang

Office Address

North Road Futian District Shenzhen North Road Futian District Shenzhen

Fax 0755-83776139 0755-83776139

Tel 0755-83776043 0755-83776043

E-mail jiangp@chinasthc.com lizy@chinasthc.com

2. Brief introduction to the main business or products in the reporting period

(1) The company's main business

The company's main business covered such the high and new technology industry as represented by LCD polarizer its own property

management business and the retained business of high-end textile and garment.During the reporting period the Company's main business has not changed significantly.Summary of 2023 Annual Report of Shenzhen Textile (Holdings) Co. Ltd.First the Company actively adjusts the product structure implements the product differentiation strategy further optimizes the

product structure increases the proportion of large-size products increases the market share of high-value products implements the

policy of "ensuring utilization" and seizes market share; Second it carries out lean management in depth continuously strengthens

efficiency improvement significantly reduces production line switching time reduces production costs and strengthens production

management by unifying production technology to continuously reduce the loss rate of main raw materials and increase the product

yield rate to a higher level in the industry; Third it strengthens the guidance of innovation accelerates the construction of a

market-oriented and professional R&D management system focuses on key technologies and product research completes the

process optimization and upgrading of No.4 wide production line realizes the mass production delivery of 55-inch and 65-inch

high-transmittance OLED TV polarizers and completes the development of high alkali-resistant fixed-curvature OLED mobile

phone polarizers; Fourth it actively promotes the elimination of enterprises with "non-main business assets non-dominant business

assets inefficient assets and ineffective assets" steadily promotes the survival of the fittest promotes the concentration of resources

from non-non-main business to main business and improves the efficiency of resource allocation; Fifth it strengthens supervision

and management well ensures work safety formulates safety management system strengthens safety training and education carries

out safety risk management and control investigates and rectifies hidden dangers consolidates weak links and prevents accidents;

Sixth it continues to well ensure the lease of its own property improves service quality and carries out the improvement of textile

business operation; Seventh it promotes major asset restructuring and actively promotes the audit evaluation due diligence and

other work involved in this transaction with relevant parties.

(2) Main products and their purposes

Currently the Company has 7 mass production lines for polarizers covering TN STN TFT OLED 3D dye sheet optical film for

touch screen and other fields mainly used in TV NB navigator Monitor vehicle industrial control instruments smart phones

wearable devices 3D glasses sunglasses and other products,the company has become a mainstream panel company such as HuaxingOptoelectronics BOE Sharp LGD Shenzhen Tianma Huike etc. by continuously strengthening sales channel expansion and

building its own brand. Qualified suppliers.The Company's main products made in each polarizer production line and their application are as follows:

Line Place Product breadth Planned capacity Main projuct

Line 1 Pingshan 500mm 600,000 m2 TN/STN/ Dye sheet

Line 2 Pingshan 500mm 1.2 million m2 TN/STN/CSTN

Line 3 Pingshan 650mm 1 million m2 TFT

Line 4 Pingshan 1490mm 6 million m2 TFT/OLED

Line 5 Pingshan 650mm 2 millin m2 TFT/OLED

Line 6 Pingshan 1490mm 10 million m2 TFT/OLED

Line 7 Pingshan 2500mm 32 millin m2 TFT/OLED

(3) Industry information of the Company during the reporting period

Polarizers are also known as polaroid which can control the polarization direction of specific light beams. When natural light passes

through the polarizer the light whose vibration direction is perpendicular to the transmission axis of the polarizer will be absorbed

leaving only polarized light whose vibration direction is parallel to the transmission axis of the polarizer. The downstream polarizer is

mainly used in the panel industry. According to different panel types polarizers mainly include TN STN TFT and OLED. Currently

the global polarizer market is dominated by polarizers for TFT-LCD panels. Each LCD panel requires two polarizers.The high-quality development of the polarizer industry has a profound impact on the entire display industry. As one of the three core

raw materials for display panels the demand for polarizers is directly affected by the fluctuations in the display panel market. In

recent years with the accelerated transfer of the global display panel industry to Chinese Mainland China's polarizer industry has

ushered in a stage of rapid development. The capacity scale and process technology level of domestic polarizer manufacturers have

continued to rise. The status and influence of China's polarizer industry in the global market have significantly improved and

Chinese Mainland has become the world's largest polarizer production base.The company is one of the main domestic polarizer research and development production and sales enterprises. It is a pioneer in the

polarizer industry in China and has now developed into a leading enterprise in the domestic polarizer industry becoming an

important supplier of mainstream panel enterprises worldwide. In 2023 affected by the severe and complex global economic and

political situation global demand for display panels and terminal markets has slowly recovered. However polarizer companies still

face significant operational pressures such as intensified market competition declining sales prices and rising raw material costs.

(4)Industry competition pattern

Polarizer industry is a highly concentrated industry. Currently there are about 10 major polarizer manufacturers worldwide mainly in

mainland China Japan South Korea and Taiwan Province of China.With the transfer of production capacity and the expansion of

Chinese mainland manufacturers mainland China has become the largest polarizer production base in the world. According to Omdia

data by the end of 2023 the global share of Chinese Mainland's polarizer capacity scale is about 54.91%. It is estimated that by 2027

the share of Chinese Mainland's polarizer capacity scale will further increase to 69.66%. In the competition of ultra wide polarizer

production line brought about by the rapid growth of demand for 65 inch and above large-size display products Chinese Mainland is

in the forefront of the industry. According to Omdia data by the end of 2023 there are 12 ultra wide production lines with a length of

2.3 meters or more in the world of which 11 have been built in Chinese Mainland. Polarizer enterprises with good production and

operation capacity of ultra wide production lines will occupy a favorable position in the market competition.Summary of 2023 Annual Report of Shenzhen Textile (Holdings) Co. Ltd.

(5) Market position of company products

The company is one of the main polarization film research and development production and sales enterprises in China. It began to

engage in polarization film business in 1995 and achieved mass production of the first polarization film in China in 1998. It is a

pioneer in the polarization film industry in China and has now mastered the core technology of TN/STN TFT-LCD OLED display

polarization film research and production. It is one of the few polarization film manufacturers in China with the ability to produce a

full range of large medium and small size polarization film products. It is the first to achieve mass production of polarization films

for OLED TVs and OLED phones filling the domestic gap.The company mainly produces polarizing film products for medium and large-sized TFT-LCD. The company's Line 7 is one of the

few 2500mm ultra wide polarizing film production lines in the world which can meet the needs of higher generation panel

production lines such as the 8.5/8.6/10.5/11 generation globally. Especially matching the 10.5/11 generation line has the best

economic production efficiency and has industry-leading advantages in the technical level and production capacity of ultra large and

large-sized products.

3.Major accounting data and financial indicators

(1)Major accounting data and financial indicators for the last three years

Whether it has retroactive adjustment or re-statement on previous accounting data

√Yes □ No

Retroactive adjustment or restatement of causes

Accounting policy change and Correction of accounting errors

In RMB

End of 2023 End of 2022 Changed over last year(%) End of 2021

Gross assets(Yuan) 5649822363.44 5617137367.90 0.58% 5563539326.16

Net assets attributable

to shareholders of the 2882152266.22 2849264555.21 1.15% 2811366974.46

listed company(Yuan)

Changes of this period over

202320222021

same period of Last year(%)

Operating income

3079678375.452837988264.368.52%2330061681.00(Yuan)

Net profit attributable to

the shareholders of the 79268250.45 73309182.94 8.13% 55733468.82

listed company(Yuan)

Net profit after

deducting of

non-recurring gain/loss

attributable to the 62328667.73 61951894.68 0.61% 41288192.98

shareholders of listed

company(Yuan)

Cash flow generated by

business operation net 184766739.80 490238550.60 -62.31% -4436980.35(Yuan)

Basic earning per

0.160.1414.29%0.11

share(Yuan/Share)

Diluted gains per

0.160.1414.29%0.11

share(Yuan/Share)

Weighted average

2.77%2.59%0.18%2.00%

ROE(%)

(2)Main Financial Index by Quarters

In RMB

First quarter Second quarter Third quarter Fourth quarter

Operating income 679306013.14 810789656.41 827289643.21 762293062.69Summary of 2023 Annual Report of Shenzhen Textile (Holdings) Co. Ltd.Net profit attributable to the

13108613.2123198549.7630277434.0612683653.42

shareholders of the listed company

Net profit after deducting of

non-recurring gain/loss attributable

7600013.3616086591.1728366690.8410275372.36

to the shareholders of listed

company

Net Cash flow generated by

2240056.3312162917.2750337535.36120026230.84

business operation

Whether significant variances exist between the above financial index or the index with its sum and the financial

index of the quarterly report as well as semi-annual report index disclosed by the Company.□ Yes √No

4.Share capital and shareholders

(1)Number of holders of ordinary shares and preference shares with restored voting right and Top 10 shareholders

In shares

Total number Total Total

of common The total numbershareholders at preferred sharehold

shareholders at of preferred sharthe end of the ers at the end of the

the end of the 26709 26787 e holders voting ri 0 0 month from the month from the date

ghts restored at p

reporting date of disclosing of disclosing the

eriod-end(if any)

period the annual report annual report(if any)

Shareholdings of top 10 shareholders

Proportion Number of Amount of Number of share

Shareholders Nature of shareholder of shares shares held at restricted shares pledged/frozen

held(%) period -end held State of share Amount

Shenzhen Investment

State-owned legal person 46.21% 234069436

Holdings Co. Ltd.Shenzhen Shenchao State-owned

Technology 3.18% 16129032

Legal person

Investment Co. Ltd.Sun Huiming Domestic Nature person 1.26% 6399653

Su Weipeng Domestic Nature person 0.71% 3580000 Pledge 2800000

China Construction

Bank Co. Ltd-Xinao

new energy industry Other 0.60% 3049784

equity securities

investment fund

Chen Zhaoyao Domestic Nature person 0.60% 3035100

Chen Xiaobao Domestic Nature person 0.59% 3002384

Li Zengmao Domestic Nature person 0.56% 2831397

Peng Xun Domestic Nature person 0.38% 1920500

HKSCC Overseas Legal person 0.36% 1843603

Among the top 10 common shareholders Shenzhen Investment Holdings Co.Ltd. and Shenzhen Shenchao Technology Investment Co. Ltd. do not constitute

a concerted party relationship. In addition the company does not know whether

Related or acting-in-concert parties among there is an associated relationship among the top 10 ordinary shareholders and

shareholders above between the top 10 ordinary shareholders and the top 10 shareholders or

whether they are persons taking concerted action defined in Regulations on

Disclosure of Information about Shareholding of Shareholders of Listed

Company.Explanation on shareholders participating in the

None

margin trading business(if any )

Lending of shares by the top ten shareholders participating in refinancing business

□ Applicable √ Not applicable

The top ten shareholders have changed from the previous period

□Applicable □Not applicableSummary of 2023 Annual Report of Shenzhen Textile (Holdings) Co. Ltd.In Shares

Changes of the top ten shareholders compared with the end of the previous period

Number of shares held by

Number of shares lent by

shareholders in general accounts and

Name of Addition/Wit refinancing at the end of the period and

credit accounts and lent by refinancing at

shareholder (full hdrawal in this not yet returned

the end of the period and not yet returned name) reporting period

Proportion of total Proportion of total

Total quantity Total quantity

share capital share capital

HKSCC Newly increased 0 0.00% 1843603 0.36%

Zhangzhou

Xiaotian Venture

Left 0 0.00% 0 0.00%

Investment Co.Ltd.

(2)Number of the preference shareholders and the shareholdings of the top 10 of them

□ Applicable √Not applicable

No preference shareholders in the reporting period

(3)Relationship between the Company and its actual controller in the form of diagram

5. Corporation bonds

□ Applicable √Not applicable

III. Significant events

(I) Issue shares to purchase assets and raise supporting funds

According to the relevant regulations of Shenzhen Stock Exchange upon the application of the company the

shares of the company were suspended from trading on the morning of December 19 2022. On December 30

2022 the company held the nineteenth meeting of the Eighth Board of Directors and the thirteenth meeting of the

Eighth Board of Supervisors and deliberated and passed the Proposal on the "Plan for Shenzhen Textile (Group)

Co. Ltd. to Issue Shares Pay Cash to Purchase Assets and Raise Matching Funds and Related Party Transactions"

and Its Summary and other proposals related to this transaction. The Company intends to purchase 100% equity of

Hengmei Optoelectronics Co. Ltd. by issuing shares and paying cash and at the same time it plans to raise

matching funds from non-public offering of shares to no more than 35 qualified specific targets (hereinafter

referred to as "this transaction"). The company's shares resumed trading on the morning of January 3 2023.On June 28 2023 due to the upcoming expiration of the validity period of the financial data of the target

company in this transaction the intermediary agency planned to conduct additional audit and supplementary dueSummary of 2023 Annual Report of Shenzhen Textile (Holdings) Co. Ltd.diligence and the Company still needs to communicate with the counterparty to negotiate the details of the

transaction so the Company could not disclose the draft restructuring report within six months and issue a notice

on the convening of General Meeting of Shareholders. After the parties to the transaction reached an agreement

through consultation the Company continued to promote the transaction and disclosed a special explanation

announcement according to relevant requirements. For details please refer to Announcement No.2023-29 of the

Company on CNINF (http://www.cninfo.com.cn).Due to the changes in the shareholders and shareholding ratio of the target company Hengmei Optoelectronics

during the reorganization it is necessary to adjust the counterparty of this restructuring and the transaction plan

according to the requirements of the relevant rules of the registration system. On November 17 2023 the

Company reconvened the meeting of the Board of Directors to review and approve the revised draft of this

transaction plan and adjusted the pricing base date issue price and counterparty of this transaction plan.At

present while intermediaries continue to promote the overtime audit evaluation and supplementary due diligence

of the target company the Company further negotiates the transaction details with the counterparty to consolidate

the restructuring transaction plan. After the transaction plan is determined and the state-owned assets examination

and approval procedures are fulfilled the Company will convene the meeting of the Board of Directors again to

consider matters related to this transaction.This restructuring is the adjustment and optimization of the Company's main polarizer business in the face of the

rapidly developing new display industry environment. Through the integration of high-quality resources in the

same industry and the realization of large-scale development the restructuring will help the Company to optimize

the industrial chain layout in the polarizer industry deepen the depth of technical reserves enhance its core

competitiveness enhance its overall profitability give full play to the synergistic effect and help it become a

bigger and stronger listed company.

(2)Disposal of assets of the joint venture company Shenzhen Xieli

Shenzhen Xieli Automobile Enterprise Co. Ltd. (hereinafter referred to as "Shenzhen Xieli") is a Sino foreign

joint venture established by the company and Hong Kong Xieli Maintenance Company in 1981 with a registered

capital of 3.12 million yuan. The company holds 50% of the equity. The company's operating period ended in

2008 and its business license was revoked in 2014. The company's main assets are real estate. In March 2020

Shenzhen Xieli Industrial and Commercial Co. Ltd. has been cancelled but there are still three properties under

its name that need to be resolved through further negotiation between the shareholders of both parties.On July 26 2021 the Company filed a complaint with the People's Court of Yantian District Shenzhen City

Guangdong Province to revoke the approval of cancelation of Shenzhen Xieli Automobile Enterprise Co. Ltd by

theShenzhen Market Supervision and Administration Bureau. In November 2021 the court ruled to revoke the

aforementioned approval of cancellation. Hong Kong Xieli Maintenance Company and Shenzhen Market

Supervision and Administration Bureau were not satisfied and submitted appeal petitions to the Shenzhen

Intermediate People's Court respectively. On June 28 2022 the Shenzhen Intermediate People's Court ruled in the

second instance: revoked the administrative judgment-No. 1883(2021) Yue 0308 Xingchuof the Yantian District

People's Court of Shenzhen City Guangdong Province and remanded it to the Yantian District People's Court of

Shenzhen City Guangdong Province for a new trial.The case was reopened in Yantian District People's Court on September 29 2022 and Yantian District People's

Court made a retrial judgment on December 30 2022: The administrative act of Shenzhen Xieli Automobile

Enterprise Co. Ltd. which was approved by Shenzhen Administration for Market Regulation on March 9 2020

was revoked.The third party Xieli Maintenance Company filed an appeal in January 2023. Later because Xieli

Maintenance Company failed to pay the appeal fee in advance the Shenzhen Intermediate People's Court of

Guangdong Province issued an administrative ruling that Hong Kong Xieli withdrew the appeal. The retrial

verdict of the first instance came into effect on March 22 2023.

(3)Matters on waiving the preemptive right and equity transfer of controlling subsidiaries

The shareholders' meeting of SAPO Photoelectric the company's holding subsidiary agreed that Hangzhou

Jinhang Equity Investment Fund Partnership (limited partnership) would transfer 40% of its shareholding in

SAPO Photoelectric to Hengmei Optoelectronics Co. Ltd. For details see http//www.cninfo.com.cn Company

Announcement No. 2023-01. On January 19 2023 SAPO Photoelectric obtained the "Registration Notice" issued

by the Shenzhen Municipal Market Supervision and Administration Bureau and the industrial and commercial

change registration procedures for this equity transfer have been completed. After this change the company still

holds 60% equity of SAPO Photoelectric while Hengmei Optoelectronics holds 40% equity of SAPO

Photoelectric. This equity transfer is conducive to synergizing the advantages of both parties in the polarizerSummary of 2023 Annual Report of Shenzhen Textile (Holdings) Co. Ltd.industry integrating high- quality resources of both parties further optimizing and strengthening the main

polarizer industry and better enhancing the core competitiveness of listed companies.

(4)About the progress of the Company and its holding subsidiaries involved in litigation

In July and August 2022 the Company and its holding subsidiary SAPO Photoelectric received the legal

documents such as Notice of Respondence to Action and Summon with case numbers of (2022) Y0310 MC No.

3507 No.4013 and No.4336 served by Pingshan District People's Court Shenzhen City Gu angdong Province

and were informed that the court had accepted Hangzhou Jinhang Equity Investment Fund Partnership (Limited

Partnership) (hereinafter referred to as "Jinhang Fund") v. SAPO Photoelectric for * dissolution dispute *

dispute over the confirmation of the validity of company resolutions and * dispute over shareholders' right to

know and the Company was informed to participate in the lawsuit as a party to the case and SAPO Photoelectric

was informed to respond as the defendant to the case. For details please refer to the Company's Announcement

No. 2022-20 and No. 2022-25 on CNINF (http://www.cninfo.com.cn).In the above-mentioned lawsuits concerning the dissolution dispute of SAPO Photoelectric and the dispute over

shareholders' right to know the People's Court of Pingshan District of Shenzhen City Guangdo ng Province

received the plaintiff's application for withdrawal on March 30 2023 and made a ruling on April 6 2023. The

Company and SAPO Photoelectric have received the Civil Rulings of the above two cases with the rulings as

follows: The plaintiff's withdrawal of the lawsuit is a self-disposition of its right of action which does not violate

the law does not harm the interests of the state the collective and others and it is allowed according to law.For details please refer to the Company's Announcement No. 2023-19 on CNINF (http://www.cninfo.com.cn).In addition on May 25 2023 the People's Court of Pingshan District of Shenzhen City Guangdong Province

rendered a first-instance judgment in the above-mentioned dispute case over the confirmation of the validity of the

resolution of SAPO Photoelectric and the Company and SAPO Photoelectric have received the Civil Judgment

of the above-mentioned case with the judgment is as follows: all claims of the plaintiff Jinhang Fund are

dismissed. For details please refer to the Company's Announcement No. 2023-28 on CNINF

(http://www.cninfo.com.cn).The Board of Directors of Shenzhen Textile (Holdings) Co. Ltd.March 28 2024

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