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深纺织B:2012年第三季度报告全文(英文版)2012-10-24  

						                                                                      深圳市纺织(集团)股份有限公司 2012 年第三季度报告全文



                                  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%




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                                                                         深圳市纺织(集团)股份有限公司 2012 年第三季度报告全文



      on equity(%)
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




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                                                                      深圳市纺织(集团)股份有限公司 2012 年第三季度报告全文



Shenzhen Investment Holdings
                                                     144,977,052 RMB Common shares                                     144,977,052
Co., Ltd.
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;
       (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;



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                                                                       深圳市纺织(集团)股份有限公司 2012 年第三季度报告全文


        (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

(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


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                                                                        深圳市纺织(集团)股份有限公司 2012 年第三季度报告全文



(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
                                                                                                  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
                      Shenzhen          when the restricted-for-sale shares from the shares
Promise in share                        restructuring were listed for circulation in the market: September    long-term
                      Investment                                                                                         Under
holding structure     Holdings Co.,     i. if they plan to sell the shares through the securities 9,2008      effectiven
                                                                                                                         Fulfillment
reform                                  exchange system in the future, and the decrease of the                ess
                      Ltd.
                                        shares they hold reaches 5% within 6 months after the
                                        first decrease, they will disclose an announcement
                                        indicating the sale through the company within two



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                                                                  深圳市纺织(集团)股份有限公司 2012 年第三季度报告全文


                                  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
                                  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
Commitments                       wholly owned subsidiaries, subsidiaries under control
made in issuing                   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,
                                  as the controlling shareholder of Shenzhen Textile,
                                  currently hasn't the production and business activities
                                  of inter-industry competition with Shenzhen Textile
                                  or its share-holding subsidiary. 2. Shenzhen
                                  Investment Holdings and its share-holding
                                  subsidiaries or other enterprises owned the actual
                  Shenzhen        control rights can't be directly and indirectly on behalf          long-term
                  Investment      of any person, company or unit to engage in the same July 14,      effectiven
                                                                                                                Under
                  Holdings Co.,   or similar business in any districts in the future by the 2012     ess
                                                                                                                Fulfillment
                  Ltd.            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



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                                                                           深圳市纺织(集团)股份有限公司 2012 年第三季度报告全文


                                           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

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)




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                                                                       深圳市纺织(集团)股份有限公司 2012 年第三季度报告全文



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
                                                                                                                  Get an general idea
July 1,
                                                                                                                  of the progress of
2012-September30,     The Company           Telephone              Individual               Individual investor
                                                                                                                  phase I of the
2012
                                                                                                                  polarizer project


(5)Issue of corporate bond

Have the company issued any corporate bond
□applicable √ not applicable




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                                                                       深圳市纺织(集团)股份有限公司 2012 年第三季度报告全文



V. Appendix

1 Financial statements

Consolidated or not:
√Yes     □ No□not applicable

All figures in the notes to the financial statements are in RMB yuan except for otherwise stated.

(1) Consolidated Balance sheet

Prepared by: Shenzhen Textile (Holdings) Co., Ltd.                                                             Unit:RMB
                                                          Year-end balance
                      Items                                                                         Year-beginning balance

Current asset:
  Monetary fund                                                          274,169,166.16                             468,879,357.70
        Settlement provision
  Outgoing call loan
        Trading financial assets
        Bill receivable                                                   11,366,639.26                              10,432,562.82
  Account receivable                                                      60,257,027.62                              56,969,205.31
          Prepayments                                                     22,828,449.16                              13,018,880.05
        Insurance receivable
  Reinsurance receivable
  Provisions of Reinsurance
contracts receivable
  Interest receivable
  Dividend receivable
        Other account receivable                                          51,071,415.41                              20,736,467.89
 Repurchasing of financial assets
  Inventories                                                            122,129,871.75                              71,575,724.23
Non-current asset due in 1 year
  Other current asset
Total of current assets                                                  541,822,569.36                             641,612,198.00

Non-current assets:
  Loans and payment on other’s
behalf disbursed
  Disposable financial asset                                              66,735,145.51                              52,272,895.86
 Expired investment in possess
 Long-term receivable
 Long term share equity investment                                        47,638,388.02                              47,316,633.57
  Property investment                                                    156,486,037.62                             161,658,463.35
 Fixed assets                                                            891,445,151.80                             504,127,839.36
 Construction in progress                                                 64,913,164.47                             334,788,805.45
  Engineering material



                                                                                                                                     9
                                        深圳市纺织(集团)股份有限公司 2012 年第三季度报告全文



  Fixed asset disposal                       862,928.05
  Production physical assets
 Gas & petrol
     Intangible assets                    45,013,373.43                        46,568,689.89
  R & D petrol
  Goodwill                                 9,614,758.55                         9,614,758.55
 Long-germ expenses to be
                                           1,150,578.59                         1,625,608.41
amortized
  Differed income tax asset                9,016,161.55                         8,641,013.23
  Other non-current asset
Total of non-current assets             1,292,875,687.59                    1,166,614,707.67
Total of assets                         1,834,698,256.95                    1,808,226,905.67
Current liabilities
 Short-term loans
  Loan from Central Bank
  Deposit received and hold for
others
  Call loan received
 Trade off financial liabilities
  Bill payable
  Account payable                         60,462,429.63                        40,064,666.59

  Advance payment                         30,607,914.94                        15,512,620.90

  Selling of repurchased financial
assets
 Fees and commissions receivable
 Employees’ wage payable                 17,655,117.18                        21,718,286.71
 Tax payable                              -43,262,113.91                      -20,266,912.29
  Interest payable                        12,799,792.41                         5,546,514.63
  Dividend payable
 Other account payable                   167,956,367.32                      122,417,628.78
  Reinsurance fee payable
 Insurance contract provision
  Entrusted trading of securities
 Entrusted selling of securities
  Non-current liability due in 1 year
  Other current liability
Total of current liability               246,219,507.57                      184,992,805.32

Non-current liabilities:
  Long-term loan                         200,000,000.00                      200,000,000.00
     Bond payable
  Long-term payable
  Special payable




                                                                                          10
                                                            深圳市纺织(集团)股份有限公司 2012 年第三季度报告全文



  Expected liabilities
  Differed income tax liability                               11,779,540.08                           7,845,002.67
Other non-current liabilities                                 56,026,875.58                         45,760,504.07
Total of non-current liabilities                             267,806,415.66                        253,605,506.74
Total of liability                                           514,025,923.23                        438,598,312.06
Owners’ equity
  Share capital                                              336,521,849.00                        336,521,849.00
     Capital reserves                                        826,344,501.54                        814,540,889.30

  Less:Shares in stock
  Special reserve
  Surplus reserves                                            35,912,706.22                         35,912,706.22
     Common risk provision
     Undistributed profit                                    121,893,276.96                        182,653,149.09
 Different of foreign currency translation
Total of owner’s equity belong to the
                                                           1,320,672,333.72                      1,369,628,593.61
parent company
Minor shareholders’ equity
Total of owners’ equity                                   1,320,672,333.72                      1,369,628,593.61
Total of liabilities and owners’ equity                   1,834,698,256.95                      1,808,226,905.67


(2) Balance sheet of the Parent Company

Prepared by: Shenzhen Textile (Holdings) Co., Ltd.                                                Unit:RMB
                                                Year-end balance
                     Items                                                         Year-beginning balance

Current asset:
        Monetary fund                                         37,602,064.52                        133,011,826.29
Trading financial assets
 Bill receivable
 Account receivable                                                  35,403.96                         323,582.19
  Prepayments                                                      1,407,480.00                       1,719,680.00
  Interest receivable
  Dividend receivable
 Other account receivable                                     13,171,424.95                         13,020,387.68
 Inventories
  Non-current asset due in 1 year
  Other current asset
Total of current assets                                       52,216,373.43                        148,075,476.16
Non-current assets:
  Disposable financial asset                                  66,735,145.51                         52,272,895.86
   Expired investment in possess
 Long-term receivable
 Long term share equity investment                         1,064,278,505.82                        955,793,681.34
 Property investment                                         146,896,442.75                        151,665,495.95




                                                                                                                 11
                                      深圳市纺织(集团)股份有限公司 2012 年第三季度报告全文



  Fixed assets                          32,341,182.02                        33,578,271.19
  Construction in progress               7,053,420.19                         4,664,276.19
Engineering material
  Fixed asset disposal
  Production physical assets
 Gas & petrol
 Intangible assets                       1,081,045.70                         1,373,482.16
 R & D petrol
 Goodwill
  Long-germ expenses to be
amortized
Differed income tax asset                5,073,478.23                         5,148,905.27
 Other non-current asset
Total of non-current assets           1,323,459,220.22                    1,204,497,007.96
Total of assets                       1,375,675,593.65                    1,352,572,484.12
Current liabilities
  Short-term loans
  Trade off financial liabilities
  Bill payable
  Account payable                          524,843.57                         1,388,181.57
 Advance payment                           639,024.58                          639,024.58
 Employees’ wage payable                2,255,819.68                         5,606,640.12
 Tax payable                             2,304,320.91                         3,661,093.00
 Interest payable
 Dividend payable
  Other account payable                 71,801,326.05                        68,280,337.84
Non-current liability due in 1 year
Other current liability
Total of current liability              77,525,334.79                        79,575,277.11

Non-current liabilities:
  Long-term loan
 Bond payable
  Long-term payable
 Special payable
 Expected liabilities
Differed income tax liability           11,701,702.08                         7,767,164.67
  Other non-current liabilities
Total of Non-current liabilities        11,701,702.08                         7,767,164.67
Total of liability                      89,227,036.87                        87,342,441.78
Owners’ equity
  Share capital                        336,521,849.00                      336,521,849.00
 Capital reserves                      817,761,519.75                      805,957,907.51




                                                                                        12
                                                           深圳市纺织(集团)股份有限公司 2012 年第三季度报告全文



  Less:Shares in stock
 Special reserves
     Surplus reserves                                            35,912,706.22                          35,912,706.22
     Common risk provision
  Undistributed profit                                           96,252,481.81                          86,837,579.61
  Different of foreign currency translation
Total of owners’ equity                                   1,286,448,556.78                          1,265,230,042.34
Total of liabilities and owners’ equity                   1,375,675,593.65                          1,352,572,484.12


(3) Profit statement(Consolidated) of the report period

Prepared by: Shenzhen Textile (Holdings) Co., Ltd.                                                  Unit:RMB
                    Items                        Report period                   Same period of the previous year
I. Total operating income                                    179,546,553.52                           178,733,950.00
Including:Operating income                                  179,546,553.52                           178,733,950.00
      Interest income
        Insurance gained
 Commission charge and commission
income
II. Total operating cost                                     221,472,371.22                           169,894,950.17
Including:Operating cost                                    186,983,026.26                           143,342,312.95
        Interest expense
Commission chare 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                                  1,787,741.12                           1,719,408.10
      Sales expenses                                              1,874,098.67                           2,039,634.56
        Administration expenses                                  27,955,355.86                          21,094,039.70
     Financial expenses                                           2,323,012.12                          -1,693,449.90
Losses of devaluation of assets                                    549,137.19                            3,393,004.76
 Add :Changing income of fair value
 Investment income                                                1,134,918.64                           1,201,416.68
Including:Investment income on affiliate
                                                                   422,666.91                              241,426.13
 company and joint venture
 Exchange income
III. Operating profit                                        -40,790,899.06                             10,040,416.51
Add :Non-operating income                                        2,450,273.95                           2,348,605.21
  Less:Non-operating expense                                     2,246,457.11                               1,379.63
Including :Disposal loss of non-current
assets
IV. Total profit                                             -40,587,082.22                             12,387,642.09
Less:Income tax                                                  1,436,546.84                           2,074,898.31



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                                                            深圳市纺织(集团)股份有限公司 2012 年第三季度报告全文



V. Net profit                                                -42,023,629.06                             10,312,743.78
  Including: Net profit realized by the
entity taken over before the takeover
Net profit attributable to owner’s equity of
                                                             -42,023,629.06                             10,312,743.78
parent company
     Minority shareholders’ gains and
 losses
VI. Earnings per share:                              --                                        --

(I)Basic earnings per share                                            -0.12                                      0.03
 (II)Diluted earnings per share                                          -0.12                                      0.03
VII. Other comprehensive income                                   2,543,348.96                          12,263,363.48
VIII. Total comprehensive income                             -39,480,280.10                             22,576,107.26
Total comprehensive income attributable to
                                                             -39,480,280.10                             22,576,107.26
the owner of the parent company
 Total comprehensive income attributable
minority shareholders


(4) Profit statement(Parent Company) of the report period

Prepared by: Shenzhen Textile (Holdings) Co., Ltd.                                                   Unit:RMB
                     Items                       Report period                   Same period of the previous year
I. Business income                                               15,034,829.39                          14,655,598.71
  Less:Business cost                                             4,181,624.83                           3,526,359.34
     Business tax and surcharge                                   1,139,384.27                           1,117,967.53
      Sales expense
 Administrative expense                                           7,261,223.18                           8,940,973.55
    Financial expenses                                              -44,912.20                          -1,568,290.76
 Asset impairment loss                                              40,471.80                             -653,181.04

  Add:Gains from change of fir
value (“-”for loss)
  Investment gain(“-”for loss)                                1,134,918.64                           1,201,416.68
  Incl: investment gains from
                                                                   422,666.91                              241,426.13
affiliates
II. Operational profit                                            3,591,956.15                           4,493,186.77
 Add:Non-business income                                                                                   46,145.59

 Less:Non business expenses
      Incl:Loss from disposal of
non-current assets
III.Total profit                                                  3,591,956.15                           4,539,332.36
     Less:Income tax expenses                                    1,118,572.42                             487,572.87
IV. Net profit                                                    2,473,383.73                           4,051,759.49
V. Earnings per share                                 --                                        --
(I)Basic earnings per share                                             0.01                                      0.01
 (II)Diluted earnings per share                                           0.01                                      0.01
VII. Other comprehensive income                                   2,543,348.96                          12,263,363.48
VIII. Total comprehensive income                                  5,016,732.69                          16,315,122.97



                                                                                                                      14
                                                            深圳市纺织(集团)股份有限公司 2012 年第三季度报告全文



( 5) Profit statement (Consolidated )from year-begin to the end of report period
Prepared by:   Shenzhen Textile (Holdings) Co., Ltd.                                                  Unit:RMB
                    Items                         Report period                   Same period of the previous year
I. Total operating income                                     554,979,545.43                            497,916,667.75
Including:Operating income                                   554,979,545.43                            497,916,667.75
      Interest income
        Insurance gained
 Commission charge and commission
income
II. Total operating cost                                      622,213,695.53                            467,400,614.57
Including:Operating cost                                     523,559,790.43                            404,514,886.12
        Interest expense
Commission chare 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                                   5,720,961.52                           5,272,489.15
      Sales expenses                                               5,697,471.91                           5,484,409.00
        Administration expenses                                   80,880,655.36                          51,748,404.77
     Financial expenses                                            3,393,433.14                          -6,037,211.04
Losses of devaluation of assets                                    2,961,383.17                           6,417,636.57
 Add :Changing income of fair value
 Investment income                                                 5,658,731.22                           4,703,575.21
Including:Investment income on affiliate
                                                                    721,754.45                              338,880.01
 company and joint venture
 Exchange income
III. Operating profit                                         -61,575,418.88                             35,219,628.39
Add :Non-operating income                                         7,193,610.63                          17,968,018.28
  Less:Non-operating expense                                      2,256,503.70                               3,269.91
Including :Disposal loss of non-current
assets
IV. Total profit                                              -56,638,311.95                             53,184,376.76
Less:Income tax                                                   4,121,560.18                          10,507,656.29
V. Net profit(“-”for net loss                              -60,759,872.13                             42,676,720.47
  Including: Net profit realized by the
entity taken over before the takeover
 Net profit attributable to the
                                                              -60,759,872.13                             42,676,720.47
owners of parent company
  Minority shareholders’ equity
VI. Earnings per share:                               --                                        --

(I)Basic earnings per share                                             -0.18                                      0.13
 (II)Diluted earnings per share                                           -0.18                                      0.13
VII. Other comprehensive income                                   11,803,612.24                           7,610,975.03



                                                                                                                       15
                                                            深圳市纺织(集团)股份有限公司 2012 年第三季度报告全文



VIII. Total comprehensive income                              -48,956,259.89                             50,287,695.50
Total comprehensive income attributable to
                                                              -48,956,259.89                             50,287,695.50
the owner of the parent company
 Total comprehensive income attributable
minority shareholders


(6) Profit statement(Parent company) from year-begin to the end of report period

Prepared by:   Shenzhen Textile (Holdings) Co., Ltd.                                                    Unit:RMB
                     Items                        Report period                   Same period of the previous year
I. Business income                                                43,241,700.46                          42,067,610.90
  Less:Business cost                                             10,640,060.37                           9,332,976.73
     Business tax and surcharge                                    3,622,599.57                           3,544,408.34
      Sales expense
 Administrative expense                                           22,424,554.94                          22,403,212.89
    Financial expenses                                              -340,625.86                          -5,652,769.85
 Asset impairment loss                                              -301,708.17                            -799,383.25

  Add:Gains from change of fir
value (“-”for loss)
  Investment gain(“-”for loss)                                 5,115,798.65                           4,161,633.58
  Incl: investment gains from
                                                                    721,754.45                              338,880.01
affiliates
II. Operational profit                                            12,312,618.26                          17,400,799.62
 Add:Non-business income                                                                                10,965,368.64

 Less:Non business expenses                                                                                     88.28

      Incl:Loss from disposal of
non-current assets
III.Total profit                                                  12,312,618.26                          28,366,079.98
     Less:Income tax expenses                                     2,897,716.06                           5,781,074.01
IV. Net profit                                                     9,414,902.20                          22,585,005.97
V. Earnings per share                                  --                                        --
(I)Basic earnings per share                                              0.03                                      0.07
 (II)Diluted earnings per share                                            0.03                                      0.07
VI. Other comprehensive income                                    11,803,612.24                           7,610,975.03
VII. Total comprehensive income                                   21,218,514.44                          30,195,981.00


(7) Cash flow statement(Consolidated) from year-begin to the end of report period

Prepared by:   Shenzhen Textile (Holdings) Co., Ltd.                                                    Unit:RMB
                     Items                        Report period                   Same period of the previous year
I.Cash flows from operating activities
Cash received from sales of goods or
                                                              558,524,864.44                           494,967,965.52
rending of services
  Net increase of customer deposits
and capital kept for brother company
     Net increase of loans from


                                                                                                                       16
                                        深圳市纺织(集团)股份有限公司 2012 年第三季度报告全文



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                           40,689,124.87                       50,206,018.20
Other cash received from business
                                          26,168,385.86                       16,252,241.22
operation
   Sub-total of cash inflow              625,382,375.17                      561,426,224.94
 Cash paid for purchasing of
                                         597,966,483.59                      423,080,126.82
  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 for
                                          59,514,602.56                       56,376,229.13
  staffs
 Taxes paid                               24,694,057.28                       24,230,841.17
  Other cash paid for business
                                          34,671,093.91                       22,900,436.95
activities
  Sub-total of cash outflow from
                                         716,846,237.34                      526,587,634.07
  business activities
  Cash flow generated by business
                                         -91,463,862.17                       34,838,590.87
operation, net
II.Cash flow generated by investing
 Cash received from investment
                                           5,112,444.20                        1,715,606.46
retrieving
 Cash received as investment gains         2,610,300.00                        3,248,582.63
Net cash retrieved from disposal of
fixed assets, intangible assets, and        543,474.00                            67,145.59
other long-term assets



                                                                                         17
                                       深圳市纺织(集团)股份有限公司 2012 年第三季度报告全文



Net cash received from disposal of
subsidiaries or other operational
units
Other investment-related cash
                                             41,400.00                      406,065,903.23
received
 Sub-total of cash inflow due to
                                          8,307,618.20                       411,097,237.91
investment activities
Cash paid for construction of
fixed assets, intangible assets         110,458,309.31                      421,062,196.61
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
                                             35,094.06                         1,000,000.00
activities
Sub-total of cash outflow due to
                                        110,493,403.37                      422,062,196.61
investment activities
 Net cash flow generated by
                                       -102,185,785.17                       -10,964,958.70
  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 ash
  received
   Sub-total of cash inflow from
                                                  0.00                                 0.00
financing activities
     Cash to repay debts                                                      23,000,000.00
 Cash paid as dividend, profit, or
                                                                                582,381.94
interests
Incl: Dividend and profit paid by
subsidiaries to minor shareholders
Other cash paid for financing
                                          1,210,000.00
activities
  Sub-total of cash outflow due to
                                          1,210,000.00                        23,582,381.94
financing activities
Net cash flow generated by
                                         -1,210,000.00                       -23,582,381.94
financing
IV. Influence of exchange rate
alternation on cash and cash                -16,810.92                          -374,945.39
equivalents
V.Net increase of cash and cash
                                       -194,876,458.26                           -83,695.16
equivalents



                                                                                         18
                                                          深圳市纺织(集团)股份有限公司 2012 年第三季度报告全文



 Add: balance of cash and cash
                                                            463,817,642.79                           417,686,594.80
equivalents at the beginning of term
VI ..Balance of cash and cash
                                                            268,941,184.53                           417,602,899.64
equivalents at the end of term

(8) Cash flow statement( Parent Company) from year-begin to the end of report period

Prepared by:   Shenzhen Textile (Holdings) Co., Ltd.                                                   Unit:RMB
                   Items                        Report period                   Same period of the previous year
I.Cash flows from operating activities
Cash received from sales of goods or
                                                                43,408,078.32                          43,799,613.24
rending of services
    Tax returned                                                                                          237,788.57
Other cash received from business
                                                                 4,912,423.40                          10,166,095.41
operation
   Sub-total of cash inflow                                     48,320,501.72                          54,203,497.22
   Cash paid for purchasing of
                                                                 3,953,601.95                           3,401,566.70
merchandise and services
   Cash paid to staffs or paid for
                                                                14,384,516.71                          17,529,934.39
   staffs
 Taxes paid                                                      8,802,024.06                           7,086,564.20
  Other cash paid for business
                                                                11,522,668.94                          10,661,076.78
activities
   Sub-total of cash outflow from
                                                                38,662,811.66                          38,679,142.07
   business activities
  Cash flow generated by business
                                                                 9,657,690.06                          15,524,355.15
operation, net
II.Cash flow generated by investing
 Cash received from investment
                                                                 5,112,444.20                           1,715,606.46
retrieving
 Cash received as investment gains                               2,610,300.00                           3,009,925.11
Net cash retrieved from disposal of
fixed assets, intangible assets, and                                                                       46,145.59
other long-term assets
Net cash received from disposal of
subsidiaries or other operational
units
Other investment-related cash
                                                                                                     406,065,903.23
received
 Sub-total of cash inflow due to
                                                                 7,722,744.20                        410,837,580.39
investment activities
Cash paid for construction of
fixed assets, intangible assets                                  3,417,126.00                           3,176,721.37
and other long-term assets
     Cash paid as investment                                108,163,070.03                           280,000,000.00
Net cash received from subsidiaries
and other operational units




                                                                                                                   19
                                                           深圳市纺织(集团)股份有限公司 2012 年第三季度报告全文



Other cash paid for investment
activities
Sub-total of cash outflow due to
                                                            111,580,196.03                       283,176,721.37
investment activities
 Net cash flow generated by
                                                            -103,857,451.83                      127,660,859.02
  investment
III.Cash flow generated by financing
  Cash received as investment
     Cash received as loans
     Cash received from bond
   placing
   Other financing –related ash
   received
   Sub-total of cash inflow from
                                                                       0.00                                0.00
financing activities
  Cash to repay debts
  Cash paid as dividend, profit, or
interests
Other cash paid for financing
                                                               1,210,000.00
activities
  Sub-total of cash outflow due to
                                                               1,210,000.00                                0.00
financing activities
Net cash flow generated by
                                                              -1,210,000.00                                0.00
financing
IV. Influence of exchange rate
alternation on cash and cash
equivalents
V.Net increase of cash and cash
                                                             -95,409,761.77                      143,185,214.17
equivalents
 Add: balance of cash and cash
                                                            133,011,826.29                        84,353,357.87
equivalents at the beginning of term
VI ..Balance of cash and cash
                                                             37,602,064.52                       227,538,572.04
equivalents at the end of term

2. 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.

                                                                                               October 25, 2012




                                                                                                             20