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深纺织B:2023年半年度报告摘要(英文版)

深圳证券交易所 2023-08-24 查看全文

Shenzhen Textile (Holdings) Co. Ltd. Summary of the Semi-Annual Report 2023

Stock code: 000045 200045 Stock Abbreviation: Shen Textile A Shen Textile B Announcement No.: 2023-34

Summary of the Semi-Annual Report 2023

I. Important notes

The abstract of this semi-annual report comes from the full text of the report. In order to fully understand the

company's operating results financial situation and future development plans investors should carefully read

the full text of the report in the designated media of the China Securities Regulatory Commission.Non-standard auditor’s opinion

□ Applicable √Not applicable

The profit distribution plan for ordinary shares or the plan for converting reserve funds into share capital during

the reporting period reviewed by the board of directors

□ Applicable √Not applicable

The Company has no plan of cash dividends carried out bonus issued and capitalizing of common reserves

either.Preliminary plan for profit distribution to the preference shareholders for the reporting period which has been

reviewed and approved at the board meeting

□ Applicable √Not applicable

II. Basic information about the company

1. Company profile

Stock abbreviation Shen Textile A Shen Textile B Stock code 000045200045

Stock exchange for listing Shenzhen Stock Exchange

Contact person and contact

Board secretary Securities affairs Representative

manner

Name Jiang Peng Li Zhenyu

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

Office Address Huaqiang North Road Futian District Huaqiang North Road Futian District

Shenzhen Shenzhen

Tel 0755-83776043 0755-83776043

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

2.Major accounting data and financial indicators

May the Company make retroactive adjustment or restatement of the accounting data of the previous years

□ Yes √ No

Reporting period Same period of last YoY+/-(%)

1Shenzhen Textile (Holdings) Co. Ltd. Summary of the Semi-Annual Report 2023

year

Operating income(RMB) 1490095669.55 1445137309.09 3.11%

Net profit attributable to the shareholders of the listed company(RMB) 36307162.97 42433525.10 -14.44%

Net profit after deducting of non-recurring gain/loss attributable

to the shareholders of listed company(RMB) 27687326.61 34970975.47 -20.83%

Cash flow generated by business operation net(RMB) 14402973.60 79438234.59 -81.87%

Basic earning per share(RMB/Share) 0.0717 0.0838 -14.44%

Diluted gains per share(RMB/Share)(RMB/Share) 0.0717 0.0838 -14.44%

Weighted average ROE(%) 1.27% 1.50% -0.23%

As at the end of the As at the end of last

YoY+/-(%)

reporting period year

Total assets(RMB) 5672845637.91 5617137367.90 0.99%

Net assets attributable to shareholder of listed company(RMB) 2855413998.04 2849264555.21 0.22%

3.Number of shareholders and shareholding

单位:股

Total number of common Total number of preferred

shareholders at the end of the 27717 shareholders that had restored the voting right at the end of the 0

reporting period reporting period (if any) (note 8)

top ten shareholders

Number of share

Proportion of Number of shares Amount of

Shareholders Nature of pledged/frozen

shares held held at period - restricted shares

shareholder ( ) State of % end held Amount

share

Shenzhen

Investment State-owned

46.21%2340694360

Holdings Co. legal person

Ltd.Shenzhen 16129032

Shenchao

State-owned

Technology 3.18% 0

Legal person

Investment Co.Ltd.Domestic Nature

Sun Huiming 1.26% 6399653 0

person

Zhangzhou

Xiaotian Domestic Non-

Venture State-owned 0.83% 4188800 0

Investment Co. Legal person

Ltd.Domestic Nature

Su Weipeng 0.71% 3580000 0 Pledge 2800000

person

Domestic Nature

Chen Xiaobao 0.60% 3056484 0

person

Domestic Nature

Chen Zhaoyao 0.59% 2990300 0

person

China

Construction

Bank Co. Ltd- Domestic Non-

Xinao new State-owned 0.50% 2513684 0

energy industry Legal person

equity securities

investment fund

Domestic Nature

Li Zengmao 0.48% 2428297 0

person

2Shenzhen Textile (Holdings) Co. Ltd. Summary of the Semi-Annual Report 2023

Domestic Nature

Peng Xun 0.33% 1652800 0

person

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

Explanation on shareholders participating in the margin the company does not know whether there is an associated relationship

trading business among the top 10 ordinary shareholders and 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.Top 10 shareholders including the special account for

None

repurchase (if any) (see note 10)

4.Change of the controlling shareholder or the actual controller

Change of the controlling shareholder in the reporting period

□ Applicable √ Not Applicable

There was no any change of the controlling shareholder of the Company in the reporting period.Change of the actual controller in the reporting period

□ Applicable √ Not applicable

There was no any change of the actual controller of the Company in the reporting period.

5.Number of preference shareholders and shareholdings of top 10 of them

□ Applicable √ Not applicable

No preference shareholders in the reporting period

6.The status of bonds remaining on the date of approval of the semiannual report

□ Applicable √ Not applicable

III. significant events

1.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's shares resumed

trading on the morning of January 3 2023. The Company intends to purchase 100% equity of Hengmei

Photoelectric 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"). This transaction constitutes a related party transaction and is expected to constitute a major asset

restructuring but it does not constitute a restructuring and listing nor will it lead to the change of the actual

controller of the company. This transaction is conducive to the company's strong alliance in the polarizer

industry rapidly increasing the production scale of polarizers optimizing the layout of industrial chain and

deepening the depth of technical reserves making the company move towards a new level of high-quality

3Shenzhen Textile (Holdings) Co. Ltd. Summary of the Semi-Annual Report 2023

development. Meanwhile this major asset restructuring is in line with the relevant development strategies of the

country and Shenzhen and has positive significance for ensuring the security of the national new display supply

Since the disclosure of the transaction plan the Company and the relevant parties have actively promoted

the audit evaluation due diligence and other work involved in this transaction. According to the requirements

of relevant laws and regulations the Company shall convene the meeting of the board of directors before June

30 2023 to consider the draft restructuring report and issue a notice of convening a general meeting of

shareholders. Since the validity period of the financial data of the target company of this transaction is about to

expire the intermediary intends to conduct additional audits and supplementary due diligence and the

Company still needs to communicate and negotiate the details of the transaction with the counterparty there is

uncertainty as to whether to adjust the restructuring plan therefore the Company can not disclose the draft

restructuring report plan and issue a notice of convening a general meeting of shareholders before June 30

2023.After mutual consensus among all parties involved in the transaction the Company will continue to

advancethis transaction.For details please refer to the Company's Announcement No. 2023-29 on CNINF

(http://www.cninfo.com.cn).Presently the Company is further communicating and negotiating the details of the transaction with the

counterparty and coordinating with various intermediaries to carry out additional audit assessment and

supplementary due diligence of the target company as well as negotiating with the counterparty to determine

the transaction plan and perform the state-owned assets approval procedures. Upon completion of the relevant

work the Company will reconvene the meeting of the Board of Directors to consider matters related to the

transaction and the date of the announcement of the resolution of the Board of Directors will be used as the

pricing reference date for the shares to be issued for the transaction.

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 the Shenzhen 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.After a new trial the Yantian District People's Court ruled in favor of the Company on December 30 2022

and revoked the administrative act of Shenzhen Xieli to cancel its registration. The third party in the original

trial Hong Kong Xieli Maintenance Company was not satisfied and appealed to the Shenzhen Intermediate

People's Court on January 10 2023. Later as Hong Kong Xieli Maintenance Company failed to pay the case

4Shenzhen Textile (Holdings) Co. Ltd. Summary of the Semi-Annual Report 2023

acceptance fee in advance the Shenzhen Intermediate People's Court issued the No. 387(2023) Yue 03 Xing

Final Administrative Ruling ruling that the appellant Hong Kong Xieli Maintenance Company in the case

withdraws its appeal.

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 Photoelectric Co. Ltd. For details see http//www.cninfo.com.cn( 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 Photoelectric holds 40% equity of SAPO Photoelectric. This equity transfer is conducive to

synergizing the advantages of both parties in the polarizer 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 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 Guangdong

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.August 24 2023

5

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