Shenzhen Textile (Holdings) Co., Ltd. The First Quarterly Report 2013 Stock code: 000045 , 200045 Stock Abbreviation: Shen Textile A , Shen Textile B Announcement No.: 2013-27 Shenzhen Textile (Holdings) Co., Ltd. The First Quarterly Report 2013 April 27, 2013 1 Shenzhen Textile (Holdings) Co., Ltd. The First Quarterly Report 2013 §1 Important Notice The Board of Directors ,Supervisory Committee, all directors, supervisors and senior executives 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. Mr.Wang Bin, The Company leader, Mr. Zhu Jun, Chief financial officer and the Mr.Liu Yi, the person in charge of the accounting department (the person in charge of the accounting )hereby confirm the authenticity and completeness of the financial report enclosed in this Quarterly Report . All the directors attended the board meeting for reviewing the Quarterly Report. 2 Shenzhen Textile (Holdings) Co., Ltd. The First Quarterly Report 2013 II.Main financial data and changes of shareholders (1)Main financial data Whether it has retroactive adjustment or re-statement on previous accounting data for accounting policy changed and accounting error correction or not. □Yes√ No January-March 2013 January-March 2012 Increase /decrease(%) Operating income(RMB) 272,192,643.51 191,211,012.28 42.35% Net profit attributable to the shareholders -4,837,718.05 8,604,015.85 -156.23% of the listed company(RMB) Net profit after deducting of non-recurring gain/loss attributable to the shareholders of -7,691,698.86 4,821,936.24 -259.51% listed company(RMB) Cash flow generated by business operation, -33,554,913.31 8,355,964.43 -501.57% net(RMB) Basic earning per share(RMB/Share) -0.01 0.03 -133.33% Diluted gains per -0.01 0.03 -133.33% share(RMB/Share)(RMB/Share) Weighted average return on equity -0.31% 0.62% Decreased by 0.93% (%) March 31, 2013 December 31 ,2012 Increase /decrease(%) Gross assets(RMB) 2,927,560,538.34 1,880,660,667.21 55.67% Net profit attributable to the shareholders 2,272,578,141.46 1,303,011,954.39 74.41% of the listed company(RMB) Items of non-current gains and losses √ applicable □ not applicable Unit:RMB Amount (Year-beginning to Non-recurring gain and loss items Notes(If applicable) the end of the report period.) Mainly including the amortized governmental R&D subsidy of Government subsidy recognized in current gain and RMB 1,977,495,amortized loss(excluding those closely related to the Company’s business 2,667,376.12 national aid of RMB 250,000 for and granted under the state’s policies) the special project of new-type panel display industrialization, amortized subsidy of RMB 3 Shenzhen Textile (Holdings) Co., Ltd. The First Quarterly Report 2013 300,000 for the project of industrialization for polarizer sheet for TFT-LCD, TFT-LCD, amortized supporting funds of RMB 500,000 for the demonstration project of hi-tech industrialization, amortized discount of loans appropriated by Shenzhen Treasury Board and amortized amount of RMB48,411.12,the booth development subsidy payments of small size companies was RMB 11,470 and Shenzhen Municipal Bureau of Finance industry development funds was RMB30,000 Other non-business income and expenditures other than the above 186,604.69 Total 2,853,980.81 -- (2) Total number of shareholders at the end of report period and Particular about shares held by top ten shareholders Unit:Shares Total number of shareholders at the 18,419 end of report period Particular about shares held by top ten shareholders Amount of Pledging or freezing Properties of Share tradable shares Shareholder name Quantity Status of the shareholder proportion % with Conditional Quantity shares held Shenzhen Investment State-owned legal 46.21% 234,069,436 89,092,384 Holdings Co., person Ltd. Tibet Ruihua Domestic non Investment State-owned 4.17% 21,108,061 21,108,061 Development Legal person Co., Ltd. 4 Shenzhen Textile (Holdings) Co., Ltd. The First Quarterly Report 2013 National Social Security Fund Other 3.45% 17,500,000 17,500,000 portfolio 501 Pingan Dahua Fund Company- Pingan Bank- Pingan Intrust Other 3.39% 17,156,003 17,156,003 PinganWealth* trust fund plan of Chuangying stage 1 No. 13 Domestic non CITIC Securities State-owned 3.39% 17,152,701 17,152,701 Co., Ltd. Legal person Pingan Dahua Fund Company- Other 3.39% 17,152,659 17,152,659 Pingan Bank- Wang Fang Huaan Fund Company-ICBC -Huarong IntrustEquity Other 3.39% 17,152,658 17,152,658 investment trust fund plan of Huaan Fund NO.2 Shenzhen Shenchao State-owned Technology 3.18% 16,129,032 16,129,032 Legal person Investment Co., Ltd. ICBC-Nuoan Securities Other 0.89% 4,501,900 4,501,900 Investment Fund Domestic Nature Wang Aixiang 0.53% 2,710,391 0 person Shareholding of top 10 shareholders of unrestricted shares Quantity of unrestricted shares held at the end of the Share type Name of the shareholder reporting period Share type Quantity Shenzhen Investment Holdings Co., 144,977,052 RMB Common 144,977,052 5 Shenzhen Textile (Holdings) Co., Ltd. The First Quarterly Report 2013 Ltd. shares RMB Common Wang Aixiang 2,710,391 2,710,391 shares China Merchants Securities Co., Ltd. -Bank of Communications- RMB Common Domestic demand collective asset 1,712,126 1,712,126 shares management plan of China Merchants Securities Zhiyuan Foreign shares placed in Zheng Bangsheng 1,203,800 1,203,800 domestic exchange Zheshang Securities Co.,Ltd. RMB Common Customer credit Guarantee securities 1,155,300 1,155,300 shares account RMB Common Song Fenyang 988,352 988,352 shares Foreign shares placed in Xu Ruijiang 791,688 791,688 domestic exchange Foreign shares placed in Zheng Chuangjian 654,822 654,822 domestic exchange RMB Common Chen Haihua 653,831 653,831 shares RMB Common Wang Fenglan 652,400 652,400 shares Shenzhen Investment Holdings Co., Ltd. is the controlling shareholder of the company. the Company did not whether there is relationship between the top ten shareholders holding non-restricted negotiable shares and between the top ten shareholders holding non-restricted Explanation on associated negotiable shares and the top 10 shareholders or whether they are persons taking concerted relationship among the aforesaid action defined in Regulations on Disclosure of Information about Shareholding of shareholders Shareholders of Listed Companies. Cai Zhihao, shareholders of Zhejiang Securities Co., Ltd. held customer credit transactions ba cked securities accounts 1,155,200 shares, 100 shares held by ordinary securities account, the actual total of 1,155,300 shares held. 6 Shenzhen Textile (Holdings) Co., Ltd. The First Quarterly Report 2013 III. Significant Events I. Particular about large-margin change of main accounting statement item and financial index and its reason. (1)The ending balance of Monetary capital increased by RMB 899,876,906.94 and 387.18% over beginning of period Mainly due to obtaining raised proceeds through private issue of shares; (2)The ending balance of Account receivable increased by RMB 41,797,387.30 and 41.41% over beginning of period Mainly due to the increase of trade receivable in credit period; (3)The ending balance of Other receivable account increased by RMB 36,554,374.04 and 287.58% over beginning of period mainly due to increase of order for export trade near the end of period; (4)The ending balance of Inventory increased by RMB 60,861,625.08 and 42.48% over beginning of period Mainly due to increase of raw material purchase for producing polarizer sheet products for TFT-LCD; (5)The ending balance of Total of current assets increased by RMB 1,029,685,482.47and 183.70% over beginning of period Mainly due to non-public offering fundraising funds to the allowance of government increased; (6)The ending balance of Construction in progress increased by RMB 17,989,841.79 and 155.40% over beginning of period Mainly due to increase of construction investment for phase-II project of polarizer sheet for TFT-LCD; (7)The ending balance of Short-term borrowing increased by RMB 24,019,521.16 and 59.82% over beginning of period Mainly due to increase of working capital loan in current period; (8)The ending balance of account payable increased by RMB 61,244,327.37 and 60.5% over beginning of period Mainly due to increase of accounts payable for purchase of raw materials and outsourced products for producing polarizer sheet products for TFT-LCD; (9)The ending balance of Advance payment increased by RMB 38,226,116.81 and 148.95% over beginning of period Mainly due to increase of advances on sales for export trade near the end of period; (10)The ending balance of Deferred income tax liabilities increased by RMB 4,217,634.76 and 33.48% over beginning of period Mainly due to increase of deferred income tax liabilities recognized after the change of fair value of financial assets available for sale; (11)The ending balance of Share capital liabilities increased by RMB 170,000,000.00 and 50.52% over beginning of period Mainly due to private issue of 170 million RMB ordinary shares; (12)The ending balance of Capital reserves increased by RMB804,403,905.12 and 97.04% over beginning of period Mainly due to share capital premium in private issue of 170 million RMB ordinary shares; (13)The ending balance of owner’s equity belong to the parent company increased by RMB969,566,187.07 and 74.41% over beginning of period Mainly due to non-public offering fundraising funds to the allowance of government increased; 7 Shenzhen Textile (Holdings) Co., Ltd. The First Quarterly Report 2013 (14)Business income increased by RMB 80,981,631.23 and 42.35% year on year Mainly due to increase of sales income for project of polarizer sheet for TFT-LCD; (15)Business cost increased by RMB 88,063,157.52 and 52.93% year on year Mainly due to increase of sales cost project of polarizer sheet for TFT-LCD; (16)Administrative expenses increased by RMB 6,816,057.47 and 36.39% year on year Mainly due to increase of R&D expenses for polarizer sheet products for TFT-LCD; (17)Financial expenses decreased by RMB 3,858,287.08 and 214.47% Mainly due to the depreciation of the yen, the increase in foreign exchange gains; (18)Impairment loss of assets increased by RMB 2,662,754.98 and 5709.48% Mainly due to provision for bad debts made as a result of increase of trade accounts receivable in credit period; (19)Investment Income decreased by RMB 2,920,811.92 and 76.05% Mainly due to decrease of sales of financial assets available for sale through secondary market; (20)Total profit decreased by RMB15,735,926.46 and146.10% Mainly because fixed assets and depreciation expenses of Shenzhen Shengbo Optoelectronic Technology Co., Ltd., a subsidiary of the Company, increased by big margin year on year and costs and expenses increased by bigger margin than sales; (21)Income tax expenses decreased by RMB2,294,192.56 and 105.89% Mainly due to decrease of income tax expenses caused by recognition of deductible losses as deferred income tax assets in current period; (22)Net profit decreased by RMB13,441,733.90 and 156.23% Mainly due to fixed assets and depreciation expenses of Shenzhen Shengbo Optoelectronic Technology Co., Ltd., a subsidiary of the Company, increased by big margin year on year and costs and expenses increased by bigger margin than sales; (23)Tax returned Increased by RMB13,748,531.61 and 93.15% Mainly due to increase of export rebates for polarizer sheet products and trade; (24)Sub-total of cash inflow from business activities increased by RMB123,317,307.44 and 69.18% Mainly due to increase of purchase of raw materials necessary for production of polarizer sheet for TFT-LCD and business volume of export trade; (25)Cash paid for purchasing of merchandise and services increased by RMB156,155,216.75 and 113.51% Mainly due to increase of purchase of raw materials necessary for production of polarizer sheet for TFT-LCD; (26)Net Cash flow generated by business operation decreased by RMB 41,910,877.74 and 501.57% Mainly due to increase of purchase of raw materials necessary for production of polarizer sheet for TFT-LCD; (27)Cash outflow from business activities cash outflow from business activities decreased by RMB3,011,661.62 and 67.66% Mainly due to decrease of sales of financial assets available for sale through secondary market; (28)Net cash flow generated by investment decreased by RMB14,195,524.39 and 34.93% Mainly due to increase of balance of payment for engineering equipment of phase-I project of polarizer sheet for TFT-LCD; 8 Shenzhen Textile (Holdings) Co., Ltd. The First Quarterly Report 2013 (29)Net increase of cash and cash equivalents increased by RMB932,780,852.79 and 2834.86% Mainly due to obtaining raised proceeds through private issue of shares. (II) Items of profit statement as compared with the same period of the previous year (I) Particulars of private issue of shares in 2012 In the report period, Approved by China Securities Regulatory Commission with Zheng Jian Xu Ke (2013) No. 2 Document, the Company privately issued 170,000,000 RMB ordinary shares to specific investors at the price of RMB 5.83 per share. The total amount of the proceeds raised through private issue of shares is RMB 991,100,000.00. With the issuance cost of RMB 29,348,999.15 being deducted, the net amount of raised proceeds is RMB 961,751,000.85. The said raised proceeds were examined and verified by Peking Certified Public Accountants Co., Ltd. with Qin Xin Yan Zi (2013) No. 6 Capital Verification Report issued on March 8, 2013. All proceeds raised through private issue of shares will be invested in phase-II project of polarizer sheet for TFT-LCD. The Company submitted relevant registration materials to Shenzhen Branch of China Securities Registration & Settlement Co., Ltd. in respect of this secondary offering on March 11, 2013 and received the Letter of Confirmation of Pre-registration of Securities on March 12, 2013. On March 26, 2013, RMB 170,000,000 ordinary shares privately issued have been listed at Shenzhen Stock Exchange. Refer to Report on Private Issue of A Shares and Announcement of Listing of Shares of Shenzhen Textile (Holding) Co., Ltd. published on http: / / www.cninfo.com.cn on March 26, 2013 for details. (II)Status of internal control: In the report period, 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. Report of the Company on Semiannual Self-evaluation of Internal Control for 2012 was examined and adopted at the 32nd meeting of the fifth board of directors and disclosed. Peking Certified Public Accountants Co., Ltd. issued Qin Xin Shen Zi (2013) No. 24 Auditor's Report on Internal Control of Shenzhen Textile (Holding) Co., Ltd. for the Company. Refer to Self-evaluation report of internal control for year of 2012 of the Company on www .cninfo.com.cn on March 30 2013 for details. (III) Progress of phase-I project of polarizer sheet for TFT-LCD In the report period, Phase-I project of polarizer sheet for TFT-LCD has made smooth progress. The climbing period for Line 4 and line 5 has ended and they have fully been put into batch production. Comprehensive non-defective rate has exceeded 90%. In 2013, Shengbo Optoelectronic is expected to sell polarizer sheet products to Shenzhen Huaxing Optoelectronic Technology Co., Ltd. The estimated total amount of sales is not more than RMB 400 million. Meanwhile, the Company has supplied goods in batch quantity to Longteng Optoelectronic and Shenchao Optoelectronic. Polarizer sheet sales income in 2013 is expected to increase by big margin. Concrete sales amount is subject to customers' purchase orders and the Company's actual supply volume. Website for disclosing provisional reports Summary of important events Disclosure date and inquiry indexing The application for private issue of A January 8, 2013 Announcement of Approval of Application 9 Shenzhen Textile (Holdings) Co., Ltd. The First Quarterly Report 2013 shares was approved. of Shenzhen Textile (Holdings) Co., Ltd. for Private Issue of A Shares by China Securities Regulatory Commission published on http: / / www.cninfo.com.cn on January 8, 2013. The climbing period for line 4 of phase-I project of polarizer sheet for TFT-LCD Announcement of the Related Party ended and it was fully put into batch Transactions of Shenzhen Textile production. The estimated total amount of January 22, 2013 (Holding) Co., Ltd. published on http: / / sales of polarizer sheet products to www.cninfo.com.cn on January 22, 2013. Huaxing and Guangxing in 2013 is not more than RMB 400 million. Announcement of Resolutions of the 31st Meeting of the Fifth Board of Directors of Assignment of equity of Union Developing January 29, 2013 Guangdong Electric Power Development Group Co., Ltd. at appraised price Co., Ltd. published on http: / / www.cninfo.com.cn on January 29, 2013.. Report on Private Issue of A Shares and Announcement of Listing of Shares of Shenzhen Textile (Holding) Co., Ltd. Listing of new shares privately issued to (Summary) Report on Private Issue of A March 25, 2013 specific investors in 2012 Shares and Announcement of Listing of Shares of Shenzhen Textile (Holding) Co., Ltd. (Summary) published on http: / / www.cninfo.com.cn on March 25, 2013. III.The commitments of the Company and its shareholders holding over 5% of the Company’s total shares in the report year of extending to the report year from previous year. Time of Commitment Period of Commitment Contents making Fulfillment maker commitment commitment 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 Shenzhen circulation in the market: i. if they plan to sell Commitment on Investment Continuously Under the shares through the securities exchange share reform Holdings Co., valid Fulfillment system in the future, and the decrease of the 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 trading days before the 10 Shenzhen Textile (Holdings) Co., Ltd. The First Quarterly Report 2013 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. Commitment in the acquisition report or the report on equity changes Commitment made upon the assets replacement 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 Commitments made Investment Continuously Under Co., Ltd. and its wholly owned subsidiaries, upon issuance Holdings Co., valid Fulfillment subsidiaries under control or other companies Ltd. that have actual control of it compete with Shenzhen Textile in the same industry or contradict the interest of the issuer in the future, Shenzhen Investment Holdings Co., Ltd. shall urge such companies to sell the equity, assets or business to Shenzhen Textile or a third party; when the horizontal competition may occur due to the business expansion concurrently necessary for Shenzhen Investment Holdings Co., Ltd. and its wholly owned subsidiaries, subsidiaries under control or other companies that have actual control of it and Shenzhen Textile, Shenzhen Textile shall have priority. 11 Shenzhen Textile (Holdings) Co., Ltd. The First Quarterly Report 2013 Shenzhen Refer to the Announcement of Approval of 36 months from Investment Application for Private Issue of Shares that March 25, the listing day of Under Holdings Co., issued by the Board of Directors of Shenzhen 2013 new shares, i.e., Fulfillment Ltd. Textile (Holdings) Co., Ltd.(No.:2013-12) March 26, 2013 Other objects of issue including Refer to the Announcement of Approval of 12 months from Tibet Ruihua Application for Private Issue of Shares that March 25, the listing day of Under Investment issued by the Board of Directors of Shenzhen 2013 new shares, i.e., Fulfillment Development Textile (Holdings) Co., Ltd.(No.:2013-12) March 26, 2013 Co., Ltd. The Board of Directors of The Board of Directors of Shenzhen Textile (Holdings) Co., Other commitments Ltd. made to minority Announcement of Approval of Application for shareholders Private Issue of Shares Executed timely or Yes not? Detailed person for failing to execute Not applicable and the next plan Make commitments on causing the problements of horizontal No competition and related-party transactions or not? Way of settlement Not applicable Fulfillment of Under strict fulfillment commitment IV.Prediction of Business performance for January- June 2013. 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 12 Shenzhen Textile (Holdings) Co., Ltd. The First Quarterly Report 2013 V. Securities investment Number Shareho Shareho of Number lding lding Book shares of proporti proporti balance Gain. Initial held at shares on at the on at the at the loss of Stock investm the held at Account Sauce Security Stock beginnin end of end of the Abbreviat ent beginnin the end ing of the category Code g of the the the reportin ion cost(RM g of the of the items shares reportin reportin reportin g period B) reportin reportin g g g period (RMB) g g period period( period( (RMB) period(s (shares) %) %) hares) Financial ST Victor 11,356,63 78,668,51 assets Legal Stock 000018 9,233,394 5.64% 9,233,394 5.64% 0.00 Onward 8.86 6.88 available shares for sale Financial *ST Debt 9,847,598 8,362,015 assets Stock 000030 Sengrun 985,733 0.34% 985,733 0.34% 0.00 restructur .31 .84 available A ing for sale Other securities investment 0 -- 0 -- 0.00 -- -- 21,204,23 10,219,12 10,219,12 87,030,53 Other -- -- 0.00 -- -- 7.17 7 7 2.72 Notes VI. Derivative Investment Statement on analyzing and controlling of risks with derivate investment in the report term (including but not limited to market No risks, liquidity risks, credit risks, operation risks, and legal risks) Change of derivate instrument market price or fair value, information disclosing on the fair value, relative estimation and No setting of indexes Statement on major alternation in accounting polices and accounting basis on derivate instruments comparing with last No year Particular comments of the independent directors on investment No of derivate instruments and risk controlling Derivative investment held at period-end □Applicable √ Not applicable 13 Shenzhen Textile (Holdings) Co., Ltd. The First Quarterly Report 2013 Notes VII. The registration form of acceptance of investigation, communication and interview in the report period for future reference Content of discussion and Date Place Mode Type Visitor materials provided Huabao Industry, To learn about the Nuoan Fund, Boshi production and operation of Onsite January 15, 2013 Shengbo Company Organization Fund, Huaxia Fund a project to understand the investigation and Pingan polarizer sheet of phase-I Securities and II project To learn about the production and operation of Onsite January 16, 2013 The Company Organization Guosen Securities a project to understand the investigation polarizer sheet of phase-I and II project China Securities, Zhongyuan Securities, Guosen Securities Guangfa To learn about the Securities , production and operation of Onsite January 18, 2013 The Company Organization Shenzhen Taihe a project to understand the investigation Kunde Investment polarizer sheet of phase-I Company and and II project Shenzhen Yintai Investment Company To learn about the Jiangxi Ruituo production and operation of Onsite Investment February 20, 2013 The Company Organization a project to understand the investigation Management Co., polarizer sheet of phase-I Ltd. and II project 14