深圳市纺织(集团)股份有限公司 2012 年第三季度报告摘要 Stock code: 000045,200045 Stock Abbreviation: Shen Textile A,Shen Textile B Announcement No.: 2012-39 Shenzhen Textile (Holdings) Co., Ltd. The Third Quarterly Report 2012 1. Important notes 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. All of the directors presented the board meeting at which this Quarterly Report was examined. Mr. Wang Bin, Person in charge of the Company, Mr.Zhu Jun , Person in charge of accounting works, Mr. LiuYin ,CFO as well as person in charge of accounting institution represent and warrant the financial and accounting report in the Third report is true and complete. II. Basic Information of the Company 1.Main accounting data and indices If retrospective adjustment has been carried our on financial reports of previous periods. □ Yes √ No □ Not applicable 2012.9.30 2011.12.31 Increase /decrease(%) Total assets(RMB) 1,834,698,256.95 1,808,226,905.67 1.46% Owner’s equity attributable to the shareholders of the listed 1,320,672,333.72 1,369,628,593.61 -3.57% company (RMB) Stock capital(Shares) 336,521,849.00 336,521,849.00 0% Net assets per share attributable to the 3.92 4.07 -3.57% shareholders of the listed company(RMB/shares) Increase/decrease in the Increase/decrease in the report period compared January-September report period compared July-September 2012 with the same period of 2012 with the same period of the last year(%) the last year(%) Total turnover(RMB) 179,546,553.52 0.45% 554,979,545.43 11.46% Net profit attributable to shareholders of the listed -42,023,629.06 -507.49% -60,759,872.13 -242.37% company(RMB) Net cash flow arising from operating activities -- -- -91,463,862.17 -362.54% (RMB) Net cash flow per share arising from operating -- -- -0.27 -362.54% activities(yuan/shares) Basic earnings per share -0.12 -500% -0.18 -238.46% (yuan/shares) Diluted earnings per -0.12 -500% -0.18 -238.46% share(yuan/shares) Weighted average return -3.15% -520% -4.52% -244.87% on equity(%) 1 深圳市纺织(集团)股份有限公司 2012 年第三季度报告摘要 Weighted average Return on net assets after -3.2% -633.33% -5.02% -352.26% deducting non-recurring gains and losses(%) Items and amount of non-current gains and losses deducted √ applicable □ not applicable Amount from the beginning of year to Items Remarks the end of report period (RMB) Gain/loss form disposal of non-current assets 40,270.34 Including apportion of governmental R&D subsidy of RMB 5,932,485.00 offered by Shenzhen Development and Reform Commission, apportion of national aid of RMB 750,000.00 for special new-type panel display industrialization project, apportion of funds of RMB 150,000.00 supporting demonstration project of technology Governmental Subsidy accounted as current gain/loss, industrialization, apportion of discount of except for those subsidies at with amount or quantity fixed 7,019,028.49 RMB 145,233.36 for the loans extended by by the national government and closely related to the Shenzhen Financial Bureau, apportion Company’s business operation. subsidy of RMB 1,310.13 for purchasing special equipment for environmental protection in Longgang District, Shenzhen and receipt of subsidy of RMB 40,000 jointly granted by Shenzhen Market Administration and Municipal Finance Commission for the implementation of standardization strategy in the current period. The investment income from financial assets available for sale is the income The disposal available for sale financial assets gains return 2,436,544.20 from the Company's sale of shares of on investment Shenzhen Victor Onward Textile Industrial Co., Ltd. Net amount of non-operating income and expense except -2,122,191.90 the aforesaid items Amount of influence of income tax -626,000.79 Total 6,747,650.34 -- The information of main accounting data and main financial indices of the company by the end of report period.(Filling the adjustment explanation if retroactive adjusted) Items Amount(RMB) Remarks No 2. Total number of shareholders and top 10 holders of shareholders at the end of report period Total number of shareholders at 20,235 the end of report period Particulars about the shares held by the top ten tradable shareholders with unrestricted conditions Amount of tradable shares with Type and amount Full name of shareholder unrestricted conditions held at the end of report period Type Amount Shenzhen Investment Holdings 144,977,052 RMB Common shares 144,977,052 Co., Ltd. 2 深圳市纺织(集团)股份有限公司 2012 年第三季度报告摘要 Xiao Jinsong 2,722,467 RMB Common shares 2,722,467 Zhonghai Trust Co.,Ltd- The star of Pujiang No. 12 1,500,000 RMB Common shares 1,500,000 assembled funds trust Foreign shares placed in Zheng Bangsheng 1,203,800 1,203,800 domestic exchange Zheshang Securities Co.,Ltd. Customer credit Guarantee 1,130,000 RMB Common shares 1,130,000 sectrities account Bank of China-Huabao Xingye Select securities investment 1,000,000 RMB Common shares 1,000,000 fund Shenzhen Zhongnan Liankang 916,603 RMB Common shares 916,603 Technology Co.,Ltd Foreign shares placed in Xu Ruijiang 791,688 791,688 domestic exchange CHINA OPPORTUNITIES H-B Foreign shares placed in 740,000 740,000 FUND domestic exchange Foreign shares placed in Zheng Chuangjian 643,800 643,800 domestic exchange 1,130,000 shares in the credit transaction and guarantee stock account of Zheshang Securities Co., Notes to the related relationship Ltd. are held by Cai Zhihao. At the end of the previous report period, Cai Zhihao held 1,137,928 between the shareholders or shares. The Company does not know whether he holds additional stocks through ordinary stock their concerted action: accounts or not. III. Significant Events 1 Particular about large-margin change of main accounting statement item and financial index and its reason. √ Applicable □ Not applicable (1) Monetary capital decreased by 41.53% over beginning of period mainly due to the investment of raised proceeds into phase-I project of polarizer sheet for TFT-LCD; (2) Prepayments increased by 75.35% over beginning of period mainly due to increase of prepayment for equpment for phase-I project of polarizer sheet for TFT-LCD and increase of orders of export trade at the end of current period; (3) Other receivables increased by 146.29% over beginning of period mainly due to increase of security money for imported raw materials and sharp increase of receivable export rebates; (4) Inventories increased by 70.63% over beginning of period mainly due to increase of raw materials for the trial batch production of phase-I project of polarizer sheet for TFT-LCD; (5) Fixed assets increased by 76.83% over beginning of period, which were mainly the fixed assets carried forward from phase-I project of polarizer sheet for TFT-LCD; (6) Construction in progress decreased by 80.61% over beginning of period mainly because the equipment of phase-I project of polarizer sheet for TFT-LCD was transferred into fixed assets; (7) Accounts payable increased by 50.91% over beginning of period mainly due to increase of raw material purchase for phase-I project of polarizer sheet for TFT-LCD; (8) Taxes and levies payable decreased by 113.46% over beginning of period mainly due to payment of VAT on purcase of imported equipment and equipment provided by Party A for phase-I project of polarizer sheet for TFT-LCD; (9) Interest payable increased by 130.77% over beginning of period mainly due to increase of long-term loan interest payable for the phase-I project of polarizer sheet for TFT-LCD; (10) Other payable increased by 37.2% over beginning of period mainly due to increase of payables for engineering equipment for phase-I project of polarizer sheet for TFT-LCD; (11) Deferred income tax liabilities increased by 50.15% over beginning of period mainly due to increase of market value of financial assets available for sale; (12) Undistributed profit decreased by 33.27% over beginning of period mainly due to the loss for the owners of the parent company for current period; 3 深圳市纺织(集团)股份有限公司 2012 年第三季度报告摘要 (13) Operating cost increased by 29.43% over beginning of period mainly due to increase of cost of trial batch production of phase-I project of polarizer sheet for TFT-LCD; (14) Administrative expenses increased by 56.3% year on year, mainly due to increase of R&D expense and other relevant expenses after trial batch production of line 4 of phase-I project of polarizer sheet for TFT-LCD; (15) Financial expenses increased by 156.21% year on year mainly due to increase of long-term loan interest for the phase-I project of polarizer sheet for TFT-LCD; (16) The income of investment in affiliated companies and amalgamated companies increased by 112.98% year on year mainly due to loss reversal of overseas subsidiaries; (17) Non-operating income decrease by 59.96% year on year mainly due to year-on-year reduction of reorganization income of Guangdong Sun Rise Group Co., Ltd.; (18) Non-operating expenses increased by 68,908.13% year on year mainly due to the loss caused by the fire accident of Longhua factory area of Shengbo Optoelectronic; (19) Total profit decreased by 206.49% year on year mainly due to increase of relevant expenses after trial batch production of line 4 of phase-I project of polarizer sheet for TFT-LCD; (20) Income tax expenses decreased by 60.78% year on year mainly due to decrease of taxable income for current period; (21) Net profit decreased by 242.37% year on year mainly due to year-on-year increase in expenses of phase-I project of polarizer sheet for TFT-LCD; (22) Other composite income increased by 55.09% year on year mainly due to increase of end-of-period market value of stocks held by the Company over beginning of period; (23) Other cash income related to operating activities increased by 61.01% year on year mainly due to year-on-year sharp increase of governmental subsidy received; (24) Cash paid for purchase of commodities increased by 41.34% year on year mainly due to increase of purchase of raw materials for trial batch production of phase-I project of polarizer sheet for TFT-LCD; (25) Other cash payment related to operating activities increased by 51.4% year on year mainly due to increase of relevant expenses after trial batch production of line 4 of phase-I project of polarizer sheet for TFT-LCD; (26) Net cash flows from operating activities increased by 362.54% year on year mainly due to increase of relevant costs after trial batch production of line 4 of phase-I project of polarizer sheet for TFT-LCD; (27) Cash received from disposal of investments increased by 198% year on year mainly due to year-on-year increase of stocks sold through secondary market; (28) The net amount of cash received from the disposal of fixed assets, intangible assets and other long-term assets increased by 709.4% mainly due to the disposal of machinery and equipment resulting from the business transformation of Shenzhen Jinlan Decoration Industrial Co., Ltd., a subsidiary of the Company; (29) Other cash income relating to investing activities decreased by 99.99% year on year mainly due to year-on-year decrease of recovery of time deposit principal and interests; (30) The cash paid for construction of fixed assets, intangible assets and other long-term assets decreased by 73.77% year on year mainly due to decrease of project investment expenditure with the construction of phase-I project of polarizer sheet for TFT-LCD appproaching the end; (31) Net cash flows from financing activities increased by 94.87% year on year mainly due to the repayment of long-term loan to become due within one year in the same period of previous year. For the report period, the net profit for the shareholders of the Company, earnings per share, weighted average return on net assets, weighted average return on net assets after deduction of non-recurring gains and losses decreased respectively by 507.49%, 500%, 520% and 633.33% year on year mainly due to increase of relevant costs and expenses after the trial batch production of line 4 of phase-I project of polarizer sheet for TFT-LCD. Net cash flows from operating activities decreased by 487.79% year on year mainly due to increase of raw material purchase, R&D expenses and other relevant costs and expenses after the trial batch production of line 4 of phase-I project of polarizer sheet for TFT-LCD. 2. The progress of significant events and influence, as well as the analysis and explanation on resolving proposal reason. (1) Non-standard Opinion □applicable √ not applicable 4 深圳市纺织(集团)股份有限公司 2012 年第三季度报告摘要 (2) The Company provided funds to its controlling shareholder or related parties and provided guarantees in violation of established procedures. □applicable √ not applicable (3) Signing and performance of significant contracts for daily operation □applicable √ not applicable (4) Other √applicable □ not applicable 1. Status of private issue of shares: In the report period, 2012 private issue of shares of the Company is under normal examination by CSRC. 2. Status of internal control: In accordance with Standards of Internal Control of Enterprises, the Company solved the problems existing during the implementation of Internal Control Manual (2012) and correspondingly revised internal control documents including risk control document. As required in Internal Control Manual (2012), the Company continuously sorted, supplemented and improved the existing systems to make them more standardized and operable. According to the resolutions of 2011 annual shareholders' general meeting, the Company and Peking Certified Public Accountants Co., Ltd. signed the Agreement for Auditing of Internal Control for 2012. It was determined as the auditing body for internal control for 2012. Report of the Company on Semiannual Self-evaluation of Internal Control for 2012 was examined and adopted at the 23rd meeting of the fifth board of directors and disclosed. 3. Progress of phase-I project: Phase-I project of polarizer sheet for TFT-LCD made smooth progress. Shengbo Optoelectronic has officially become the qualified supplier of Orient Electronics, Huaxing Optoelectronic, Shenchao Optoelectronic, Longteng Optoelectronic and Hanyu Iridescent Crystal. (1) After process commissioning, formula adjustment, equipment adjustment and improvement of operation techniques and environment of cleaning room, the equipment of line 4 realized steady running. The overall line feed of membrane is in good condition. The overall condition is better than expected and the line has reached the level of batch production. 4Many kinds of products developed by line 4 inlcuding polarizer sheets for 2.4" mobile phone screen, 7" e-book, 19" display and 31.5" liquid crystal TV have passed the single-unit certification by many customers including Orient Electronics, Huaxing Optoelectronic, Shenchao Optoelectronic, Longteng Optoelectronic, Shanghai Tianma and Hanyu Iridescent Crystal and batch certification by some customers. Huaxing Optoelectronic and Shenchao Optoelectronic have placed orders to the Company. In addition, the Company has signed Cooperation Agreement and Cooperation Agreement for Product Sales respectively with Orient Electronics and Hanbo High-tech. Relevant agreements with manufacturers including Huaxing Optoelectronic are under signing. (2) The preprocessing, stretching and coating machines of line 5 passed single-unit and linked trial run. The overall line feed of membrane is in good condition. Chemical trial run succeeded at one go. The line has smoothly entered in the stage of trial batch production in October, which is 3 months earlier than the planned time for trial batch production, i.e., the end of December. (3) As for raw material guarantee, Shengbo Optoelectronic has signed Cooperation Memorandum respectively with main suppliers of raw materials. Suppliers promised to supply goods according to the preferential terms for leading polarizer sheet manufacturers. 4. Status of production and operation of Longhua factory area of Shengbo: In the report period, The Company took effective measures for fire accident in Longhua factory area of Shengbo (refer to 2012-32 and 2012-35 announce ments of the Company for details). The measures including quickening the repair and renovation of production line, strengthening co mmunication with customers and make up product supply with the production capacity of Tianjian Plant and Pingshan Plant after the production suspense of Longhua Plant and made all-out efforts to resume production and business through unified planning and over all arrangement. Line 2 resumed production on August 16 and stretching plant of line 3 resumed production on September 18. In October, the production has been fully resumed and orders have not been affected. With gradual recovery of production line, production and operation has returned to normal. 5.The notes to explain about actual profit being 20% or above more than profit disclosed estimate for the report period The Company disclosed an estimated loss of RMB 90 million to RMB 110 million for the first three quarters of 2012 in 2012 semiannual report. The real loss for the report period is RMB 60.76 million, which decreased by 32% than expected mainly because the preprocessing, stretching and dyeing processes of line 4 of phase-I project of polarizer sheet for TFT-LCD reached the level of batch production in this quarter. At present, the company is trying to enhance the good product rate in late stage according to the status of customer certification and needs not make big investment. Therefore, loss has been less than expected. 3. Companies or shareholders holding more than 5% equity during the reporting period or the commitments continued to the reporting period. √applicable □ not applicable 5 深圳市纺织(集团)股份有限公司 2012 年第三季度报告摘要 Time of Term of Items of Implementa Promisee Content of commitments commitment Commitm commitments tion s ents As Shenzhen Investment Holdings Co., Ltd., the controlling shareholder of the company, 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 Promise in share Shenzhen exchange system in the future, and the decrease of the long-term Investment shares they hold reaches 5% within 6 months after the September Under holding structure Holdings Co., first decrease, they will disclose an announcement 9,2008 effectiven Fulfillment reform ess Ltd. indicating the sale through the 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. Commitments made in Acquisition Report or N/A N/A N/A N/A Reports on Change in interests Commitments made in Material N/A N/A N/A N/A assets Reorganization Shenzhen Investment Holdings Co., Ltd. signed a “Letter of Commitment and Statement on Horizontal Competition Avoidance” when the company issued non-public stocks in 2009. Pursuant to the Letter of Commitment and Statement, 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 Shenzhen operations of Shenzhen Investment Holdings Co., long-term Investment April15, Under Ltd. and its wholly owned subsidiaries, subsidiaries effectiven Holdings Co., 2011 Fulfillment under control or other companies that have actual ess Ltd. control of it compete with Shenzhen Textile in the same industry or contradict the interest of the issuer Commitments in the future, Shenzhen Investment Holdings Co., Ltd. made in issuing 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 commitments during the period non-public issuance in 2012: 1. Shenzhen Investment Holdings, Shenzhen as the controlling shareholder of Shenzhen Textile, long-term Investment currently hasn't the production and business activities July 14, Under effectiven Holdings Co., of inter-industry competition with Shenzhen Textile 2012 ess Fulfillment Ltd. or its share-holding subsidiary. 2. Shenzhen Investment Holdings and its share-holding subsidiaries or other enterprises owned the actual 6 深圳市纺织(集团)股份有限公司 2012 年第三季度报告摘要 control rights can't be directly and indirectly on behalf of any person, company or unit to engage in the same or similar business in any districts in the future by the form of share-holding, equity participation, joint venture, cooperation, partnership, contract, lease, etc., and ensure not to use the controlling shareholder's status to damage the legitimate rights and interests of Shenzhen Textile and other shareholders, or to gain the additional benefits. 3. If there will be the situation of inter-industry competition with Shenzhen Textile for Shenzhen Investment Holdings and its share-holding subsidiaries or other enterprises owned the actual control rights in the future, Shenzhen Investment Holdings will promote the related enterprises to avoid the inter-industry competition through the transfer of equity, assets, business and other ways. 4. Above commitments will be continuously effective and irrevocable during Shenzhen Investment Holdings as the controlling shareholder of Shenzhen Textile or indirectly controlling Shenzhen Textile. Other commitments offered to the N/A N/A N/A N/A company’s minority shareholders Whether the commitments √ Yes □ No □ not applicable fulfilled in a timely manner The specific reason for the unfinished N/A commitments and the next step Whether leads to competition and the problem of □ Yes □ No √not applicable related party transaction commitment Committed Not applicable settled deadline Solution way Not applicable Commitments Not applicable fulfill status 4. Prediction of Business performance for 2012. 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 7 深圳市纺织(集团)股份有限公司 2012 年第三季度报告摘要 Forenotice of earnings:Losses Type of date filled for the prediction □ actual figures √ interval figures Same period of Year beginning to end of next the previous Increase or decrease(%) report period year Estimatedamount of □ -- Increase accumulative net profit -10,000 -- -9,000 4,891.56 -304.43% -- -283.99% √Decrease (RMB’0000) Basic earnings per shares □ -- □Increas -0.3 -- -0.27 0.15 -298.11% -- -278.29% (RMB/share) √Decrease In 2012, the phase-I project of polarizer sheet for TFT-LCD of the Company is in the climbing stage. The equipment is required to run continuously for long time to measure the stability of equipment and products. The Company should constantly improve and optimize processes according to the condition of products and customer demands. As a result, the costs and expenses including raw material costs and R&D expenses increased by big margin year on year. Besides, it takes certain time to complete customer certification and enhance non-defective rate. Therefore, the Notes to forenctice of earnings batch production and sales of the phase-I project will be later than the incurring of costs and expenses in the above-mentioned climbing stage, which caused the Company's loss in this stage. This is also the general characteristic of TFT - LCD polarizer sheet industry. At present, line 4 has received orders from Huaxing Optoelectronic and Shenchao Optoelectronic. The Company will further take effective measures to control cost, increase orders, strengthen employee training and enhance the level of employees' skilled operation and non-defective rate. 5. Other significant events need to be explained (1) Securities investment □applicable √ not applicable (2) Derivative Investment □applicable √ not applicable (3)Particulars about derivatives investment held at the end of report period □applicable √ not applicable (4) The registration form of acceptance of investigation, communication and interview in the report period for future reference Content of Date Place Mode Type Visitor discussion and materials provided Get an idea of the bu siness and developm ent of polarizer sheet September 12, 2012 The Company Onsite investigation Individual Individual investor project and the com mitments during the non-public offering period in 2012 July 1, Get an general idea 2012-September30, The Company Telephone Individual Individual investor of the progress of 2012 phase I of the 8 深圳市纺织(集团)股份有限公司 2012 年第三季度报告摘要 polarizer project (5)Issue of corporate bond Have the company issued any corporate bond □applicable √ not applicable 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. October 25, 2012 9