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深纺织B:2022年年度报告摘要(英文版)

深圳证券交易所 2023-04-04 查看全文

Summary of 2022 Annual Report of Shenzhen Textile (Holdings) Co. Ltd.Stock code: 000045200045 Stock Abbreviation: Shen Textile A Shen Textile B Announcement No. :2023-13

Summary of 2022 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.In addition to the following directors other directors personally attended the Board meeting at which the Annual Report was

considered.Names of directors not Positions of directors not present Reasons for not attending the

Name of principal

present in person in person meeting in person

Wang Chuan Director Going on business trip Ning Maozai

Sun Minghui Director Going on business trip Zhu Meizhu

Wang Kai Independent director Due to work Cai Yuanqing

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 0.60 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.comSummary of 2022 Annual Report of Shenzhen Textile (Holdings) Co. Ltd.

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.First the Company continued to optimize the product structure. Under the background of the significant reduction

in production by terminal and panel customers in 2022 it adopted the route of product differentiation optimized

the customer structure improved the ability to resist risks implemented the "Production utilization guarantee"

policy and raced to seize the market share; Second it spared no effort to implement the production and operation

of Line 7 focused on improving production capacity yield and management level thus helped the Company's

overall business performance to be improved; The third was to continue to promote lean management strictly

control manufacturing costs reduce material loss strengthen material recycling and reduce costs and increase

efficiency in an all-round way; The fourth was to strengthen the innovation drive create differentiated competitive

advantages focus on promoting the construction of SAPO's R&D management system create a market-oriented

innovation mechanism and strengthen the technical research; Fifth it’s to focus on the security of raw material

supply chain and the risk of price increases of chemical raw materials and accelerate the evaluation and use of

chemical alternative raw materials; Sixth actively fulfilled social responsibilities and formulated an

implementation plan for rent reduction of the Company's and its wholly-owned enterprises’ self-own properties

based on actual business conditions thus to bridge over difficulties with market entities; The seventh was to

promote the major asset restructuring matter which’s planned to purchase all the equity or the controlling stake of

Hengmei Optoelectronics by issuing shares and paying cash and meanwhile raise supporting funds thus to

coordinate system resources make up for shortcomings and enhance the core competitiveness of the Company.

(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 hasbecome a mainstream panel company such as Huaxing Optoelectronics 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

Line 5 Pingshan 650mm 2 millin m2 TFT

Line 6 Pingshan 1490mm 10 million m2 TFT/OLED

Line 7 Pingshan 2500mm 32 millin m2 TFT/OLED

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 RMBSummary of 2022 Annual Report of Shenzhen Textile (Holdings) Co. Ltd.Changed over

End of 2021 End of 2020

last year(%)

End of 2022

Before After After Before After

adjustment adjustment adjustment adjustment adjustment

Gross assets(Yuan) 5617137367.90 5496647107.83 5563539326.16 0.96% 4969547552.23 4969547552.23

Net assets attributable

to shareholders of the 2849264555.21 2816795889.89 2811366974.46 1.35% 2766234174.39 2766234174.39

listed company(Yuan)

Changes of

this period

2021 over same 2020

2022 period of Last

year(%)

Before After After Before After

adjustment adjustment adjustment adjustment adjustment

Operating income

2837988264.362293747892.062330061681.0021.80%2108964687.802108964687.80(Yuan)

Net profit attributable to

the shareholders of the 73309182.94 61162384.25 55733468.82 31.54% 37267995.74 37267995.74

listed company(Yuan)

Net profit after

deducting of

non-recurring gain/loss

attributable to the 54148057.50 40650013.22 35221097.79 53.74% 18084607.04 18084607.04

shareholders of listed

company(Yuan)

Cash flow generated by

business operation net 490238550.60 -4436980.35 -4436980.35 11148.92% 1930932.76 1930932.76(Yuan)

Basic earning per

0.140.120.1127.27%0.070.07

share(Yuan/Share)

Diluted gains per

0.140.120.1127.27%0.070.07

share(Yuan/Share)

Weighted average

2.59%2.19%2.00%0.59%1.36%1.36%

ROE(%)

Reasons for changes in accounting policy and correction of accounting errors

* Reasons for changes in accounting policies

On December 30 2021 the Ministry of Finance issued "Interpretation No. 15 of the Accounting Standards for

Business Enterprises" (hereinafter referred to as "Interpretation No. 15") which regulates the accounting

treatment for the external sales of products or by-products produced by enterprises before their fixed assets reach

their intended usable state or during the research and development process.Interpretation No. 15 stipulates that if an enterprise sells products or by-products produced before the fixed assets

reach their intended usable status or during the research and development process it should separately account for

the revenue and costs related to the trial operation sales in accordance with the revenue standards Accounting

Standards for Business Enterprises No. 1 - Inventory and other provisions and include them in the current profit

and loss The net amount of trial run sales related revenue after offsetting costs should not be used to offset fixed

asset costs or research and development expenses. At the same time enterprises should separately disclose

relevant information such as the amount of revenue and cost related to trial run sales specific reporting items and

important accounting estimates used to determine the costs related to trial run sales in the notes. This provision

shall come into force as of January 1 2022. Retroactive adjustments shall be made to trial run sales that occur

between the beginning of the earliest period in which financial statements are presented and January 1 2022.The Company adopts the retroactive adjustment method for accounting treatment and restates the financial

statements of comparable years. For specific impacts see "Section X Financial Report (IV) Changes in ImportantSummary of 2022 Annual Report of Shenzhen Textile (Holdings) Co. Ltd.Accounting Policies and Accounting Estimates and Correction of Prior Period Errors".* Correction of accounting errors

Shenzhen Shengbo Optoelectronics Technology Co. Ltd. (hereinafter referred to as "Shengbo Optoelectronics") a

subsidiary of the company found significant prior period errors in previous years this year. In accordance with the

relevant provisions of "Accounting Standards for Business Enterprises No. 28 - Changes in Accounting Policies

and Accounting Estimates and Correction of Errors" the company has corrected relevant error matters and

restated the 2021 consolidated financial statements. For details see "Section X Financial Reports - (IV) Changes

in Significant Accounting Policies and Accounting Estimates and Correction of Prior Period Errors".

(2)Main Financial Index by Quarters

In RMB

First quarter Second quarter Third quarter Fourth quarter

Operating income 670551882.04 774585427.05 676901015.17 715949940.10

Net profit attributable to the

17625745.1824807779.9214115950.4816759707.36

shareholders of the listed company

Net profit after deducting of

non-recurring gain/loss attributable

15102181.6319868793.849730544.289446537.75

to the shareholders of listed

company

Net Cash flow generated by

-65966923.49145405158.0836463548.86374336767.15

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 1 ers at the end of the

the end of the 38145 34975 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 1.23% 6208853

Su Weipeng Domestic Nature person 0.71% 3580000 Pledge 2800000

Chen Xiaobao Domestic Nature person 0.60% 3029484

Zhangzhou Xiaotian Domestic Non-

Venture Investment State-owned Legal 0.58% 2924500

Co. Ltd. person

1Due to the fact that the company has not yet obtained the number of shareholders with B shares from China Securities

Depository and Clearing Corporation Limited Shenzhen Branch as of March 31 2023 (the issuance of the B share

shareholder list is 3 trading days behind the issuance of the A share shareholder list) the total number of

shareholders (34975) is the sum of the number of shareholders with A shares as of March 31 2023 (30231) and

the number of shareholders with B shares as of March 20 2023 (4744).Summary of 2022 Annual Report of Shenzhen Textile (Holdings) Co. Ltd.Li Zengmao Domestic Nature person 0.44% 2224397

Qi Jianhong Domestic Nature person 0.28% 1433800

Shenzhen Pengkang Domestic Non-

Pharmaceutical Co. State-owned 0.28% 1429200

Ltd. Legal person

Peng Xun Domestic Nature person 0.27% 1359700

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 )

(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's shares resumed trading on the

morning of January 3 2022. 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"). ThisSummary of 2022 Annual Report of Shenzhen Textile (Holdings) Co. Ltd.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 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 chain.Since the disclosure of this transaction plan the company and relevant parties have actively promoted the work of

this transaction. As of the disclosure date of this announcement the audit evaluation and due diligence involved

in this transaction are still in progress. After the relevant work is completed the company will convene the

board meeting again to review the relevant matters on this transaction and the company will perform the relevant

follow-up approval and information disclosure procedures in accordance with relevant laws and regulations.(II) Progress of polarizer industrialization project for ultra-large TV (Line 7)

During the reporting period technical indicators such as yield and loss rates of Line 7 improved month by month

production capacity increased and the company's operating performance improved month by month. The main

products of Line 7 have been verified by customers the order volume has gradually increased and the unit

manufacturing cost of the products has gradually decreased; The yield of the 65 inch large size has reached the

advanced level in the industry and the product structure has been continuously optimized driving the

improvement of the company's operating efficiency..(III) Regarding the investment in the construction of the RTS rear cutting production line

In 2021 the company will increase investment in the construction of a RTS rear cutting production line with a

total investment of no more than 30 million yuan; As of December 31 2022 the signed contract amount was

26.17 million yuan and the actual payment was 24.02 million yuan. Currently production operations are being

orderly promoted based on the overall market demand and customer order release and the production line is

continuously improving.(IV) The disposal of assets of the joint venture company Xieli Automobilemobile Co. Ltd.Shenzhen Xieli Automobile mobile Enterprise Co. Ltd. (hereinafter referred to as "Shenzhen Xieli") is a

Sino-foreign joint venture invested and established by the company and Hong Kong Xieli Maintenance Company

in 1981 with a registered capital of 3.12 million yuan and 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 asset is real

estate. The industrial and commercial license of Shenzhen Xieli was cancelled in March 2020 but there are still

three properties under its name the disposal of which is required to be resolved after further consultation between

the shareholders of both parties.On July 26 2021 the Company filed a lawsuit with Yantian District People's Court in Shenzhen City Guangdong

Province to revoke the cancellation of Shenzhen Xieli Automobilemobile Enterprise Co. Ltd. approved by

Shenzhen Administration for Market Regulation on March 9 2020 on which the court gave a judgment on

November 21 2021 to revoke the cancellation of Shenzhen Xieli Automobilemobile Enterprise Co. Ltd. approved

by Shenzhen Administration for Market Regulation. On December 3 and December 62021 Hong Kong Xili and

Shenzhen Market Supervision Administration submitted appeals to the Shenzhen Intermediate People's Court

respectively. On April 18 2022 the Company received the notice of the second trial from Shenzhen Intermediate

People's Court. The case was heard in the second instance on April 27 2022. The Shenzhen Intermediate People's

Court made the judgment on June 28 2022: 1. Revoke the administrative judgment Y0308 XC No.1883 of the

People's Court of Yantian District Shenzhen City Guangdong Province (2021); II. Remand to Yantian District

People's Court Shenzhen City Guangdong Province for retrial. On July 22 2022 the Company received the

summons from Yantian District People's Court Shenzhen City Guangdong Province and the trial of this case is

scheduled on August 25 2022.Yantian court made the first-instance judgment on December 30 2022 which ruled that we won the case and

cancelled the administrative act of registration cancellation of Shenzhen Xieli. The third person in the original trial

Hong Kong Xieli Maintenance Company refused to accept it and appealed to the Shenzhen Intermediate People's

Court on January 10 2023. Later because Hong Kong Xieli Maintenance Company did not pay the case

settlement fee as scheduled Shenzhen Intermediate People's Court issued (2023) the final administrative Decision

No. 387 of Yue 03 Line and ruled that the case should be dealt with as the appellant Hong Kong XieliSummary of 2022 Annual Report of Shenzhen Textile (Holdings) Co. Ltd.Maintenance Company withdrew the appeal..(V)Matters concerning waiver of preemptive right and equity transfer of holding subsidiaries

The board of shareholders of SAPO Photoelectric a holding subsidiary of the Company agreed that Hangzhou

Jinhang Equity Investment Fund Partnership (Limited Partnership) would transfer its 40% equity of SAPO

Photoelectric to Hengmei Optoelectronics Co. Ltd. For details please refer to the announcement of the Company

(No.2023-01) on CNINF (http://www.cninfo.com.cn). On January 19 2023 SAPO Photoelectric obtained the

Notice of Registration issued by Shenzhen Administration for Market Regulation and the registration procedures

for industrial and commercial changes have been completed for this equity transfer. After this change the

Company still holds 60% equity of SAPO Photoelectric and Hengmei Optoelectronics holds 40% equity of SAPO

Photoelectric. This equity transfer is conducive to the synergy of the advantages of both parties in the polarizer

industry the integration of high-quality resources of both parties the further enhancement of the main business of

polarizers and the better promotion of the core competitiveness of listed companies.(VI)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 Guangdong 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).The above three cases namely the dispute over dissolution the dispute over the confirmation of the validity of

company resolutions and the dispute over shareholders' right to know were heard in the People's Court of

Pingshan District Shenzhen City Guangdong Province on July 15 2022 September 22 2022 and September 22

2022 respectively and no judgment has yet been made.

(VII)Progress in subsidiaries participating in the establishment of industrial funds

On November 16 2017 the company's controlling subsidiary SAPO Photoelectric signed the Changxing Junying

Equity Investment Partnership (Limited Partnership) Agreement with the fund manager Huizhi Investment

Management Co. Ltd general partner Jinxin Investment Co. Ltd and other limited partners and co-sponsored the

establishment of an industrial fund focusing on the optical film industry chain related projects related to the

company's main business with a fund size of 50 million yuan. SAPO Photoelectric as one of the limited partners

of the industrial fund subscribed for a capital contribution of 28.5 million yuan.For details Juchao Website:(http://www.cninfo.com.cn. (Announcement No.2017--55).On February 10 2018 Changxing Junying Equity Investment Partnership completed the industrial and

commercial registration and completed the private equity investment fund registration on February 8 2018. Fordetails Juchao Website:(http://www.cninfo.com.cn. (Announcement No.2018--05).In order to optimize the strategic layout and supplement the working capital SAPO Photoelectric and Hangzhou

Yuanzhen Investment Management Co. Ltd. (hereinafter referred to as Yuanzhen Investment) signed the Transfer

Agreement on Property Share of Changxing Junying Equity Investment Partnership (Limited Partnership) on July

11 2022 and transferred the share of Changxing Fund held by SAPO Photoelectric to Yuanzhen Investment at a

transaction consideration of RMB 28.5 million. After this property share transfer the Company will withdraw

from Changxing Fund and no longer hold the partnership share of Changxing Fund. For details please refer to the

Company's Announcement No.2022-21 on Juchao Information Network (http://www.cninfo.com.cn).The Board of Directors of Shenzhen Textile (Holdings) Co. Ltd.April 4 2023

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