意见反馈 手机随时随地看行情
  • 公司公告

公司公告

深纺织B:2022年年度报告摘要(英文版)2023-04-04  

                                                                                    Summary of 2022 Annual Report of Shenzhen Textile (Holdings) Co., Ltd.



Stock code: 000045,200045             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 506,521,849
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                000045,200045
Stock 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
                                                   Summary 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 has
become 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 RMB
                                                              Summary 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)         5,617,137,367.90   5,496,647,107.83   5,563,539,326.16            0.96%    4,969,547,552.23   4,969,547,552.23
 Net assets attributable
 to shareholders of the  2,849,264,555.21        2,816,795,889.89   2,811,366,974.46            1.35%    2,766,234,174.39   2,766,234,174.39
 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
                              2,837,988,264.36   2,293,747,892.06   2,330,061,681.00          21.80%     2,108,964,687.80   2,108,964,687.80
 (Yuan)
 Net profit attributable to
 the shareholders of the        73,309,182.94      61,162,384.25      55,733,468.82           31.54%       37,267,995.74      37,267,995.74
 listed company(Yuan)
 Net       profit    after
 deducting              of
 non-recurring gain/loss
                                54,148,057.50      40,650,013.22      35,221,097.79           53.74%       18,084,607.04      18,084,607.04
 attributable     to  the
 shareholders of listed
 company(Yuan)
 Cash flow generated by
 business operation, net       490,238,550.60       -4,436,980.35      -4,436,980.35       11,148.92%        1,930,932.76       1,930,932.76
 (Yuan)
 Basic    earning     per
                                          0.14               0.12               0.11          27.27%                 0.07               0.07
 share(Yuan/Share)
 Diluted    gains     per
                                          0.14               0.12               0.11          27.27%                 0.07               0.07
 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
①Reasons 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 Important
                                                             Summary of 2022 Annual Report of Shenzhen Textile (Holdings) Co., Ltd.


Accounting Policies and Accounting Estimates and Correction of Prior Period Errors".
② 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                             670,551,882.04            774,585,427.05           676,901,015.17         715,949,940.10
Net profit attributable to the
                                              17,625,745.18             24,807,779.92            14,115,950.48             16,759,707.36
shareholders of the listed company
Net profit after deducting of
non-recurring gain/loss attributable
                                              15,102,181.63             19,868,793.84             9,730,544.28              9,446,537.75
to the shareholders of listed
company
Net Cash flow generated by
                                             -65,966,923.49            145,405,158.08            36,463,548.86         374,336,767.15
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 number
                              shareholders at                                                      preferred sharehold
shareholders at                                                     of preferred shar
                              the end of the                     1                                 ers at the end of the
the end of the         38,145                              34,975 eholders 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%       234,069,436
Holdings Co., Ltd.
Shenzhen Shenchao        State-owned
Technology                                                  3.18%        16,129,032
Investment Co., Ltd.     Legal person

Sun Huiming              Domestic Nature person             1.23%         6,208,853
Su Weipeng               Domestic Nature person             0.71%         3,580,000                              Pledge       2,800,000
Chen Xiaobao             Domestic Nature person             0.60%         3,029,484
Zhangzhou Xiaotian       Domestic            Non-
Venture Investment          State-owned      Legal          0.58%         2,924,500
Co., Ltd.                   person

1Dueto 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%        2,224,397
Qi Jianhong             Domestic Nature person             0.28%        1,433,800
Shenzhen Pengkang       Domestic             Non-
Pharmaceutical Co.,         State-owned                    0.28%        1,429,200
Ltd.                    Legal person
Peng Xun                Domestic Nature person             0.27%        1,359,700
                                                    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"). This
                                                    Summary 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 6,2021, 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 Xieli
                                                  Summary 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 ① dissolution dispute, ②
dispute over the confirmation of the validity of company resolutions and ③ 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. For
details 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