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深纺织B:2023年年度报告摘要(英文版)2024-03-28  

                                                                                  Summary of 2023 Annual Report of Shenzhen Textile (Holdings) Co., Ltd.



Stock code: 000045,200045             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 506,521,849
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                000045,200045
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


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 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/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)         5,649,822,363.44               5,617,137,367.90                          0.58%         5,563,539,326.16
 Net assets attributable
 to shareholders of the  2,882,152,266.22                    2,849,264,555.21                          1.15%         2,811,366,974.46
 listed company(Yuan)
                                                                                Changes of this period over
                                   2023                      2022                                                      2021
                                                                                same period of Last year(%)
 Operating         income
                              3,079,678,375.45               2,837,988,264.36                          8.52%         2,330,061,681.00
 (Yuan)
 Net profit attributable to
 the shareholders of the        79,268,250.45                   73,309,182.94                          8.13%            55,733,468.82
 listed company(Yuan)
 Net       profit    after
 deducting              of
 non-recurring gain/loss
                                62,328,667.73                   61,951,894.68                          0.61%            41,288,192.98
 attributable     to  the
 shareholders of listed
 company(Yuan)
 Cash flow generated by
 business operation, net       184,766,739.80                  490,238,550.60                        -62.31%            -4,436,980.35
 (Yuan)
 Basic    earning      per
                                          0.16                           0.14                         14.29%                     0.11
 share(Yuan/Share)
 Diluted    gains      per
                                          0.16                           0.14                         14.29%                     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                             679,306,013.14           810,789,656.41         827,289,643.21         762,293,062.69
                                                              Summary of 2023 Annual Report of Shenzhen Textile (Holdings) Co., Ltd.



Net profit attributable to the
                                             13,108,613.21            23,198,549.76           30,277,434.06           12,683,653.42
shareholders of the listed company
Net profit after deducting of
non-recurring gain/loss attributable
                                              7,600,013.36            16,086,591.17           28,366,690.84           10,275,372.36
to the shareholders of listed
company
Net Cash flow generated by
                                              2,240,056.33            12,162,917.27           50,337,535.36         120,026,230.84
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 number
                              shareholders at                                                     preferred sharehold
shareholders at                                                    of preferred shar
                              the end of the                                                      ers at the end of the
the end of the         26,709                              26,787 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              1.26%        6,399,653
Su Weipeng               Domestic Nature person              0.71%        3,580,000                            Pledge       2,800,000
China Construction
Bank Co., Ltd-Xinao
new energy industry  Other                                   0.60%        3,049,784
equity securities
investment fund
Chen Zhaoyao             Domestic Nature person              0.60%        3,035,100
Chen Xiaobao             Domestic Nature person              0.59%        3,002,384
Li Zengmao               Domestic Nature person              0.56%        2,831,397
Peng Xun                 Domestic Nature person              0.38%        1,920,500
HKSCC                    Overseas Legal person               0.36%        1,843,603
                                                      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 applicable
                                                        Summary 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
       Name of            Addition/Wit                                                  shareholders in general accounts and
                                           refinancing at the end of the period and
 shareholder (full     hdrawal in this                                                credit accounts and lent by refinancing at
                                                       not yet returned
      name)           reporting period                                                the end of the period and not yet returned
                                                                Proportion of total                          Proportion of total
                                               Total quantity                              Total quantity
                                                                share capital                                share capital
HKSCC                Newly increased                        0                0.00%             1,843,603                 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 due
                                                  Summary 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 polarizer
                                                    Summary 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 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).
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