Shenzhen Textile (Holdings) Co., Ltd. Quarterly Report for the First Quarter of 2011 (Full text) §1 Important notes 1.1 The Board of Directors of the Company hereby guarantees that there are no misstatement, misleading representation or important omissions in this report and shall assume joint and several liability for the authenticity, accuracy and completeness of the contents hereof. 1.2 The financial report of the Company in this quarterly Report period has not been audited. 1.3 Chairman of the Board of Directors Wang Bin, General Manager Zhu Jun and Manager of accounting Liu Yi represent and warrant the financial and accounting report in the quarterly is true and complete. 2 Basic Information 2.1 Highlights of Accounting Data and Financial Indicators Unit:RMB At the period-end of last Increase /decrease At the period-end of this year (%) Total assets(RMB) 1,655,458,092.40 1,655,422,298.41 0.00% Owner’s equity attributable to the parent 1,364,139,759.40 1,345,969,224.97 1.35% company(RMB) Stock capital(Share ) 336,521,849.00 336,521,849.00 0.00% Net assets per share attributable to the 4.05 4.00 1.25% parent company(RMB/share) Amount of current Amount of the same Increase /decrease period period in last year (%) Total turnover(RMB) 204,623,191.07 135,028,979.97 51.54% Net profit attributable to owners of parent 14,191,877.34 11,388,831.98 24.61% company(RMB) Net cash flow arising from operating -10,230,607.06 -4,470,633.95 -28.94% activities(RMB) Net cash flow per share arising from -0.03 -0.02 -50.00% operating activities(RMB/share) Basic earnings per share(RMB/share) 0.04 0.05 -20.00% Diluted earnings per share(RMB/share) 0.04 0.05 -20.00% Weighted average return on equity(%) 1.05% 2.28% Decreased 1.23% Weighted average return on equity after 0.78% 1.09% Decreased 0.31% deducting non-recurring gains and losses(%) Items of non-current gains and losses √ applicable □ not applicable Unit:RMB Non-recurring gain and loss items Amount Notes(If applicable) Mainly included the apportionment of special subsidy for industrialization of new-type panel display granted by National Development and Governmental Subsidy accounted as current Reform Commission, R&D subsidy granted by 2,302,295.01 gain/loss. Shenzhen Municipal Government and the 14th Important projects of special High-Tech R & D subsidies of Shenzhen Finance Committee in 2010. The income from the Company's sale of The disposal available-for-sale financial assets gains 1,482,128.46 negotiable shares of Shenzhen Victor Onward return on investment Textile Industrial Co., Ltd Net amount of non-operating income and expense 790,294.14 except the aforesaid items Amount of influence of income tax -890,221.67 Total 3,684,495.94 - 2.2 Top 10 shareholders and top 10 holders of unconditional shares Unit:Shares Total number of shareholders at the end of 14,399 report period Particulars about the shares held by the top ten tradable shareholders with unrestricted conditions Amount of tradable shares with Full name of shareholder unrestricted conditions held at the Type of shares end of report period Shenzhen Investment Management Co., 144,977,052 RMB Common shares Ltd. Agricultural Bank of China-China post Flexible configuration Mixed Securities 3,999,300 RMB Common shares investment fund Agricultural Bank of China-China post Developmental Securities Investment 2,985,064 RMB Common shares Fund Foreign shares placed in domestic CHINA OPPORTUNITIES H-B FUND 1,271,367 exchange Foreign shares placed in domestic Zheng BangN 1,078,800 exchange Shenzhen Zhongnan Liankang 916,603 RMB Common shares Technology Co., Ltd. China Merchants Securities (HK) Co., Foreign shares placed in domestic 824,217 Ltd. exchange Foreign shares placed in domestic Xu Ruijiang 757,188 exchange Foreign shares placed in domestic Liu Hong 710,000 exchange Beijing Fringstan Investment Consultation 700,000 RMB Common shares Co., Ltd. §3 Significant Events 3.1 Particular about large-margin change of main accounting statement item and financial index and its reason. √ applicable □ not applicable 1. The payment in advance was RMB 12,914,470.95, which increased by 175.88% over year-beginning balance mainly due to the increase of export trade orders at the end of current period over the same period of the previous year; 2. The interest receivable was RMB 1,381,767.88, which decreased by 37.28% over year-beginning balance mainly due to receipt of interest of fixed deposit; 3. The construction in progress was RMB 272,536,881.03,which increased by 75.53% over year-beginning balance mainly due to increase of expenditure for the first phase of the project of polarizer sheet for TFT-LCD; 4. The advance receipts was RMB 25,121,715.64 ,which increased by 80.44% over year-beginning balance mainly due to the increase of export trade orders at the end of current period over the same period of the previous year.; 5. The taxes and levies payable were RMB -18,541,549.70, which decreased by 562.19% over year-beginning balance mainly due to payment of value added tax for imported equipment and raw materials for phase-I project of polarizer sheet for TFT-LCD; 6. The interest payable was RMB 1,205,273.56, which increased by 682.18% over year-beginning balance mainly due to provision for interests of bank loans; 7. The total operating income was RMB 204,623,191.07, which increased by 51.54% year on year mainly due to harp year-on-year increase of export trade business in the report period; 8. The operating cost was RMB 177,185,425.68, which increased by 55.77% year on year mainly due to sharp year-on-year increase of export trade business in the report period; 9. The Sale expenses was RMB 1,642,378.13 ,which increased by 85.18% year on year mainly due to the increased of Transport costs ; 10. The financial expenses were RMB -2,920,744.16, which decreased by 341.67% year on year mainly due to year-on-year increase of fixed-term interests of unused raised proceeds; 11. The assets impairment loss was RMB 1,582,256.82, which increased by 193.56% year on year mainly due to increase of provision for impairment loss of accounts receivable and inventory assets; 12. The investment income was RMB 2,372,308.14, which decreased by 70.95% year on year mainly due to sharp year-on-year decrease of investment income from sales of financial assets available for sale; 13. The non-operating income was RMB 3,092,589.15, which increased by 666.82% year on year and mainly included the apportionment of special subsidy for industrialization of new-type panel display granted by National Development and Reform Commission, R&D subsidy granted by Shenzhen Municipal Government, the 14th Important projects of special High-Tech R & D subsidies of Shenzhen Finance Committee in 2010. and the compensation for metro construction; 14. The other cash received relating to operating activities was RMB 2,620,213.74, which increased by 164.95% year on year mainly due to receipt of compensation for metro construction in the report period; 15. The taxes and levies paid were RMB 28,583,108.82, which increased by 389.43% year on year mainly due to payment of value added tax for imported equipment and raw materials for phase-I project of polarizer sheet for TFT-LCD; 16. Net Cash flow generated by business operation was RMB -10,230,607.06, which increased by 128.84% year on year mainly due to payment of value added tax for imported equipment and raw materials for phase-I project of polarizer sheet for TFT-LCD; 17. The Cash received from investment retrieving was RMB 1,707,406.46, which decreased by 80.70% year on year mainly due to sharp year-on-year decrease of investment income from sales of financial assets available for sale; 18. The cash received from returns on investment was RMB 4,087,140.67, which increased by 331.22% year on year mainly due to receipt of fixed-term interests of unused raised proceeds in the report period; 19. Sub-total of cash inflow due to investment activities was RMB5,794,547.13, which decreased by 40.83% year on year mainly due to sharp year-on-year decrease of investment income from sales of financial assets available for sale; 20. The Cash paid for construction of fixed assets, intangible assets and other long-term assets were RMB 119,281,718.69 ,which increased by 1,237.01% year on year mainly due to increase of construction expenditure for the first phase of the project of polarizer sheet for TFT-LCD; 21. Net cash flow generated by investment was RMB -113,487,171.56,which decreased by 13132.99% year on year mainly due to increase of expenditure for the first phase of the project of polarizer sheet for TFT-LCD; 22. The cash paid for repayment of debts was RMB 5,000,000.00, which increased by 123.76% year on year mainly due to repayment of non-current liabilities to mature within one year; 23. The cash payments for distribution of dividends and profits or interest expenses were RMB 337,831.38, which decreased by 78.73% year on year mainly due to year-on-year decrease of bank loans and interest expenses; 24. Sub-total of cash inflow from financing activities was RMB 5,337,831.38, which increased by 39.62% year on year mainly due to repayment of non-current liabilities to mature within one year; 25. Net increase of cash and cash equivalents was RMB-127,230,835.88,which decreased by 1,628.66% year on year mainly due to increase of construction expenditure for the first phase of the project of polarizer sheet for TFT-LCD. 3.2 The progress of significant events and influence, as well as the analysis and explanation on resolving proposal reason. 3.2.1 Non-standard Opinion □applicable √ not applicable 3.2.2 The Company provided funds to its controlling shareholder or related parties and provided guarantees in violation of established procedures. □applicable √ not applicable 3.2.3 Signing and performance of significant contracts for daily operation □applicable √ not applicable 3.2.4 Other √applicable □not applicable In the report period, The particulars of the construction of the Company's internal control system are as follows: 1. The Company organized the directors, supervisors and senior executives to study Fundamental Norms of Internal Control of Enterprises, Guidelines of Shenzhen Stock Exchange for Standardized Operation of Listed Companies in Main Market and the Circular Concerning Experimental Work Related to Standardized Internal Control of Listed Companies in Shenzhen issued by Shenzhen Securities Regulatory Bureau. The relevant personnel of the Company in charge of internal control attended the training class for internal control of listed companies organized by Shenzhen Securities Regulatory Bureau. Through study, relevant personnel got familiar with internal control processes and better understood internal control. 2. According to its actual conditions, the Company formulated tender documents for engaging internal control intermediaries and will determine internal control intermediaries through tender invitation to help itself further improve internal control system. 3. The Company formulated Work Scheme for Implementation of Internal Control System, which passed examination by the management, the board of directors and the supervisory committee of the Company. 4. According to its industrial characteristics and operating status, the Company defined the scope of internal control of financial report and determined key business flow of internal control covering investment management (focusing on management of investment project of polarizer sheet for TFT-LCD), overall budget management, fund activity control (focusing on management of raised proceeds for the project of polarizer sheet for TFT-LCD), financial control of subsidiaries and IT information system management. 3.3 The fulfillment of the commitment made by the Company , shareholders and the actual controller Commitments made by the listed company and its directors, supervisors, senior executives, the shareholders with holding above 5% shares and its actual controller in the report period, or lasting until the report period. √applicable □not applicable Items of commitments Promisee Content of commitments Implementation Promise in share holding N/A N/A N/A structure reform Commitments made in Acquisition Report or N/A N/A N/A Reports on Change in interests Commitments made in Material assets N/A N/A N/A Reorganization Shenzhen Investment Holdings Co., Ltd. and its wholly owned subsidiary, subsidiaries under control or any other companies that have actual control of it shall not be involved in the business the same as or similar to those Shenzhen Textile currently or will run in the future, or any businesses or activities that may constitute direct or indirect competition with Shenzhen Textile; if the operations of Shenzhen Investment Holdings Co., Ltd. and its wholly owned subsidiaries, Commitments made in Shenzhen Investment subsidiaries under control or other companies Under fulfillment issuing Management Co., Ld. that have actual control of it compete with Shenzhen Textile in the same industry or contradict the interest of the issuer in the future, Shenzhen Investment Holdings Co., Ltd. shall urge such companies to sell the equity, assets or business to Shenzhen Textile or a third party; when the horizontal competition may occur due to the business expansion concurrently necessary for Shenzhen Investment Holdings Co., Ltd. and its wholly owned subsidiaries, subsidiaries under control or other companies that have actual control of it and Shenzhen Textile, Shenzhen Textile shall have priority. The committed when the restricted-for-sale shares from the shares restructuring were listed for circulation in the market: i. if they plan to sell the shares through the securities exchange system in the future, and the decrease of the shares they hold reaches 5% within 6 months Other commitments Shenzhen Investment after the first decrease, they will disclose an (Including: supplementary Under fulfillment Management Co., Ltd. announcement indicating the sale through the commitments) company within two trading days before the first decrease; ii. They shall strictly observe the “Guidelines on Transfer of Restricted-for-sale Original Shares of Listed Companies” and the provisions of the relevant business principles of Shenzhen Stock Exchange. 3.4 Estimation of accumulative net profit from the beginning of the year to the end of next report period to be loss probably or the warning of its material change compared with the corresponding period of the last year and explanation of reason. □applicable √ not applicable 3.5 Other significant events need to be explained 3.5.1 Securities investment □applicable √ not applicable Reception Reception Discussion issue and offered Reception plane Reception Mode date Object information Operating status and development prospect of the January 1, 2011 Company, the controlling Individual to March 31, The Company Telephone shareholder's support to the investor 2011 Company's business development, and Polarizer sheet for LCD project etc. 3.6 Derivative Investment □applicable √ not applicable 3.6.1 Particulars about derivatives investment held at the end of report period □applicable √ not applicable §4 Appendix 4.1 Balance sheet Prepared by: Shenzhen Textile (Holdings) Co., Ltd. March 31, 2011 Unit:RMB Year-end balance Year-beginning balance Items Consolidated Parent company Consolidated Parent company Current asset: Monetary fund 703,005,201.42 492,622,448.45 830,236,037.30 483,902,800.37 Settlement provision Outgoing call loan Trading financial assets Bill receivable 1,058,295.57 Account receivable 48,868,863.13 48,148,305.15 Prepayments 12,914,470.95 2,092,000.00 4,681,130.84 881,080.00 Insurance receivable Reinsurance receivable Provisions of Reinsurance contracts receivable Interest receivable 1,381,767.88 1,381,767.88 2,203,227.00 2,203,227.00 Dividend receivable Other account receivable 30,198,634.00 25,618,920.18 30,015,024.72 25,218,113.04 Repurchasing of financial assets Inventories 61,716,305.50 60,986,770.44 Non-current asset due in 1 year Other current asset Total of current assets 859,143,538.45 521,715,136.51 976,270,495.45 512,205,220.41 Non-current assets: Loans and payment on other’s behalf disbursed Disposable financial asset 80,546,245.36 80,546,245.36 75,481,853.50 75,481,853.50 Expired investment in possess Long-term receivable Long term share equity 47,414,882.45 575,891,930.22 47,250,337.33 575,727,385.10 investment Property investment 166,641,181.12 156,433,896.82 168,268,522.84 157,914,202.69 Fixed assets 162,976,183.56 34,099,324.18 166,482,617.12 34,758,106.27 Construction in progress 272,536,881.03 155,260,944.31 Engineering material Fixed asset disposal Production physical assets Gas & petrol Intangible assets 48,124,006.35 1,665,918.62 48,642,431.17 1,763,383.44 R & D petrol Goodwill 9,614,758.55 9,614,758.55 Long-germ expenses to be 911,673.09 897,757.98 amortized Differed income tax asset 7,548,742.44 4,349,486.16 7,252,580.16 4,339,038.67 Other non-current asset Total of non-current assets 796,314,553.95 852,986,801.36 679,151,802.96 849,983,969.67 Total of assets 1,655,458,092.40 1,374,701,937.87 1,655,422,298.41 1,362,189,190.08 Current liabilities Short-term loans 2,000,000.00 2,000,000.00 Loan from Central Bank Deposit received and hold for others Call loan received Trade off financial liabilities Bill payable Account payable 30,055,967.73 1,732,905.87 33,098,532.04 1,732,905.87 Advance payment 25,121,715.64 639,024.58 13,922,128.20 639,024.58 Selling of repurchased financial assets Fees and commissions receivable Employees’ wage payable 19,593,631.50 5,458,857.17 20,785,444.97 6,529,841.13 Tax payable -18,541,549.70 3,289,397.12 4,011,683.39 2,333,265.14 Interest payable 1,205,273.56 154,092.20 Dividend payable Other account payable 48,144,279.01 63,256,963.78 47,759,095.14 63,396,499.56 Reinsurance fee payable 0.00 Insurance contract provision Entrusted trading of securities Entrusted selling of securities Non-current liability due in 16,000,000.00 21,000,000.00 1 year Other current liability Total of current liability 123,579,317.74 74,377,148.52 142,730,975.94 74,631,536.28 Non-current liabilities: Long-term loan 96,719,008.30 96,719,008.30 Bond payable Long-term payable Special payable Expected liabilities Differed income tax 16,765,316.28 16,653,229.56 15,446,103.51 15,334,016.79 liability Other non-current liabilities 54,254,690.68 54,556,985.69 Total of non-current 167,739,015.26 16,653,229.56 166,722,097.50 15,334,016.79 liabilities Total of liability 291,318,333.00 91,030,378.08 309,453,073.44 89,965,553.07 Owners’ equity Share capital 336,521,849.00 336,521,849.00 336,521,849.00 336,521,849.00 Capital reserves 843,775,772.22 835,192,790.43 839,797,115.13 831,214,133.34 Less:Shares in stock Special Reserve Surplus reserves 34,086,443.10 34,086,443.10 34,086,443.10 34,086,443.10 Common risk provision Undistributed profit 149,755,695.08 77,870,477.26 135,563,817.74 70,401,211.57 Different of foreign currency translation Total of owner’s equity belong to 1,364,139,759.40 1,283,671,559.79 1,345,969,224.97 1,272,223,637.01 the parent company Minor shareholders’ equity Total of owners’ equity 1,364,139,759.40 1,283,671,559.79 1,345,969,224.97 1,272,223,637.01 Total of liabilities and owners’ 1,655,458,092.40 1,374,701,937.87 1,655,422,298.41 1,362,189,190.08 equity 4.2 Profit statement Prepared by: Shenzhen Textile (Holdings) Co., Ltd. January-March 2011 Unit:RMB Report period Same period of the previous year Items Consolidated Parent company Consolidated Parent company I. Total operating income 204,623,191.07 13,786,292.96 135,028,979.97 13,325,187.36 Including:Operating income 204,623,191.07 13,786,292.96 135,028,979.97 13,325,187.36 Interest income Insurance gained Commission charge and commission income II. Total operating cost 192,728,022.46 7,341,916.83 129,626,362.96 10,407,643.41 Including:operating cost 15,542,596.78 2,970,626.79 113,750,492.55 2,558,309.81 Interest expense Commission charge and commission expense Cash surrender value Net amount of expense of compensation Net amount of withdrawal of insurance contract reserve Bonus expense of guarantee slip Reinsurance expense Operating tax and extras 1,701,903.03 1,107,106.08 650,838.00 Sales expenses 1,642,378.13 886,896.99 Administration expenses 13,536,802.96 5,672,387.75 12,134,343.22 6,393,744.06 Financial expenses -2,920,744.16 -2,358,839.73 1,208,544.03 551,910.03 Losses of devaluation of assets 1,582,256.82 -43,531.20 538,980.09 252,841.51 Add:changing income of fair value Investment income 2,372,308.14 2,372,308.14 8,166,384.93 8,166,385.02 Including:Investment income on affiliated company and joint 164,545.12 164,545.12 203,607.13 248,779.60 venture Exchange income III. Operating profit 14,267,476.75 8,816,684.27 13,569,001.94 11,083,928.97 Add:non-operating income 3,092,589.15 702,694.14 403,300.00 less:non-operating expense 607.68 Including:disposal loss of non-current assets IV. Total profit 17,360,065.90 9,519,378.41 13,971,694.26 11,083,928.97 Less:expense of income tax 3,168,188.56 2,050,112.72 2,582,862.28 2,070,459.50 V. Net profit 14,191,877.34 7,469,265.69 11,388,831.98 9,013,469.47 Net profit attributable to owner’s 14,191,877.34 7,469,265.69 11,388,831.98 9,013,469.47 equity of parent company Minority shareholders’ gains and losses VI. Earnings per share (i)basic earnings per share 0.04 0.02 0.05 0.04 (ii)Diluted earnings per share 0.04 0.02 0.05 0.04 VII. Other comprehensive income 3,978,657.09 3,978,657.09 1,197,121.59 1,197,121.59 VIII. Total comprehensive income 18,170,534.43 11,447,922.78 12,585,953.57 10,210,591.06 Total comprehensive income attributable to the owner of the 18,170,534.43 11,447,922.78 12,585,953.57 10,210,591.06 parent company Total comprehensive income attributable minority shareholders Enterprise combination under same controlling at the end of current period. the net profit for the enterprise to be combined is 0.00. 4.3 Cash flow statement Prepared by: Shenzhen Textile (Holdings) Co., Ltd. January-March 2011 Unit:RMB Report period Same period of the previous year Items Consolidated Parent company Consolidated Parent company I.Cash flows from operating activities Cash received from sales of 163,012,992.30 11,704,822.70 149,306,624.47 11,328,503.73 goods or rending of services Net increase of customer deposits and capital kept for brother company Net increase of loans from central bank Net increase of inter-bank loans from other financial bodies Cash received against original insurance contract Net cash received from reinsurance business Net increase of client deposit and investment Net increase of trade financial asset disposal Cash received as interest, processing fee and commission Net increase of inter-bank fund received Net increase of repurchasing business Tax returned 15,212,300.49 13,882,990.00 Other cash received from 2,620,213.74 1,790,920.75 988,951.16 1,662,905.59 business operation Sub-total of cash inflow 180,845,506.53 13,495,743.45 164,178,565.63 12,991,409.32 Cash paid for purchasing 139,835,830.98 799,330.85 141,649,999.38 1,221,361.87 of merchandise and services Net increase of client trade and advance Net increase of savings n central bank and brother company Cash paid for original contract claim Cash paid for interest, processing fee and commission Cash paid for policy dividend Cash paid to staffs or paid 15,724,589.79 3,930,114.87 12,779,008.21 2,964,758.90 for staffs Taxes paid 28,583,108.82 1,596,282.54 5,840,030.08 863,042.29 Other cash paid for business 6,932,584.00 2,321,986.21 8,380,161.91 8,453,096.74 activities Sub-total of cash outflow 191,076,113.59 8,647,714.47 168,649,199.58 13,502,259.80 from business activities Cash flow generated by -10,230,607.06 4,848,028.98 -4,470,633.95 -510,850.48 business operation, net II.Cash flow generated by investing Cash received from 1,707,406.46 1,707,406.46 8,844,486.07 8,351,891.70 investment retrieving Cash received as investment 4,087,140.67 3,848,483.15 947,808.93 947,808.93 gains Net cash retrieved from disposal of fixed assets, intangible assets, and other long-term assets Net cash received from disposal of subsidiaries or other operational units Other investment-related cash received Sub-total of cash inflow due 5,794,547.13 5,555,889.61 9,792,295.00 9,299,700.63 to investment activities Cash paid for construction of fixed assets, intangible 119,281,718.69 1,684,270.51 8,921,526.83 4,454,200.00 assets and other long-term assets Cash paid as investment Net increase of loan against pledge Net cash received from subsidiaries and other operational units Other cash paid for investment activities Sub-total of cash outflow 119,281,718.69 1,684,270.51 8,921,526.83 4,454,200.00 due to investment activities Net cash flow generated by -113,487,171.56 3,871,619.10 870,768.17 4,845,500.63 investment III.Cash flow generated by financing Cash received as investment Incl: Cash received as investment from minor shareholders Cash received as loans Cash received from bond placing Other financing –related 2,000,000.00 ash received Sub-total of cash inflow 2,000,000.00 from financing activities Cash to repay debts 5,000,000.00 2,234,495.00 Cash paid as dividend, 337,831.38 1,588,616.86 1,089,450.00 profit, or interests Incl: Dividend and profit paid by subsidiaries to minor shareholders Other cash paid for financing activities Sub-total of cash outflow 5,337,831.38 3,823,111.86 1,089,450.00 due to financing activities Net cash flow generated by -3,337,831.38 -3,823,111.86 -1,089,450.00 financing IV.Influence of exchange rate alternation on cash and cash -175,225.88 62,881.67 equivalents V.Net increase of cash and -127,230,835.88 8,719,648.08 -7,360,095.97 3,245,200.15 cash equivalents Add: balance of cash and cash equivalents at the 417,686,594.80 84,353,357.87 101,340,314.95 19,539,632.30 beginning of term VI. Balance of cash and cash 290,455,758.92 93,073,005.95 93,980,218.98 22,784,832.45 equivalents at the end of term 4.4 Auditor’ report Auditor’s opinions: Not audited This Report has been prepared in both Chinese and English. In case of any discrepancy, the Chinese version shall prevail. The Board of Directors of Shenzhen Textile (Holdings) Co., Ltd. April 23,2011