深圳市纺织(集团)股份有限公司 2013 年第三季度报告正文 Stock code: 000045,200045 Stock Abbreviation: Shen Textile A,Shen Textile B Announcement No.: 2013-49 Shenzhen Textile (Holdings) Co., Ltd. The Third Quarterly Report 2013 1 深圳市纺织(集团)股份有限公司 2013 年第三季度报告正文 1 Important notes The Board of Directors,the Supervisory Committee, the directors, the supervisors, and expecutives of the Company guarantee that there are no significant omissions, fictitious or misleading statements carried in the Quarterly Report and we will accept individual and joint responsibilities for the truthfulness, accuracy and completeness of the Quarterly Report. All of the directors presented the board meeting at which this Quarterly Report was examined. Mr. Wang Bin, Person in charge of the Company, Jin Zhenyuan , Person in charge of accounting works, Mr. LiuYi ,CFO as well as person in charge of accounting institution represent and warrant the financial and accounting report in the Quarterly report is true and complete. II.Main financial data and changes of shareholders (1)Main accounting data and financial Index Whether it has retroactive adjustment or re-statement on previous accounting data for accounting policy changed and accounting error correction or not. □ Yes √ No As at the end of the reporting Changed (%)over end of As at the end of last year period prev. year Gross assets(RMB) 2,853,140,500.86 1,880,660,667.21 51.71% Net assets attributable to the shareholders of the listed company 2,256,646,759.86 1,303,011,954.39 73.19% (RMB) Increase/decrease over January 1, 2013 to Changed (%)over Reporting period the same period of last September 30,2013 end of prev. year year(%) Operating income(RMB) 251,984,347.54 40.34% 828,332,357.60 49.25% Net profit attributable to the shareholders of the listed company 11,059,110.41 126.32% 7,417,008.24 112.21% (RMB) Net profit after deducting of non-recurring gain/loss attributable -19,729,683.23 53.32% -43,933,464.23 34.92% to the shareholders of listed company(RMB) Cash flow generated by business -- -- -121,003,527.06 -32.3% operation, net(RMB) 2 深圳市纺织(集团)股份有限公司 2013 年第三季度报告正文 Basic earning per 0.02 116.67% 0.02 111.11% share(RMB/Share) Diluted gains per 0.02 116.67% 0.02 111.11% share(RMB/Share)(RMB/Share) Weighted average income/asset 0.49% Increased by 3.64% 0.38% Increased by 4.9% ratio(%) Items and amount of non-current gains and losses √Applicable □Not applicable Unit:RMB Amount (Year-beginning to Items Notes the end of the report period.) Non-current asset disposal gain/loss(including the write-off part for which assets impairment provision is 4,815,825.02 made) Mainly including the amortized governmental R&D subsidy of RMB5,932,485.00,High-tech industrialization demonstration project matching funds amortization was RMB 150,000.00,new flat panel display industry of special projects amortization was RMB 750,000 state grant funds, the Shenzhen Municipal Finance Committee allocated a loan Govemment subsidy recognized in current gain and discount amortization of RMB loss(excluding those closely related to the Company’s 10,008,733.58 247,687.91,TFT-LCD polarizing business and granted under the state’s policies) film industry projects grant funds amortization was RMB 1,041,666.67,The amount of amortization of special fund for the development of new material industry (line 5): RMB 375,000.00,Futian District, Shenzhen industry development funds grants was RMB 522,400.00,the Shenzhen Municipal Committee of emerging industries of strategic 3 深圳市纺织(集团)股份有限公司 2013 年第三季度报告正文 financial subsidies was RMB 240,000.00, Financial aid for the R&D projects of key enterprises provided by Futian General Chamber of Commerce: RMB 600,000.00,Financial appropriation from state vault (reward for formulation of industrial standards): RMB 80,000.00, Financial aid for patents provided by Shenzhen Market Administration: RMB 8,000.00,Shenzhen SME development, Booth subsidy was RMB 61,494.00. Gain/loss from change of fair value of transactional financial asset and liabilities, and investment gains from Investment income obtained disposal of transactional financial assets and liabilities through the secondary 45,579,513.51 and sellable financial assets other than valid period market to sell the *ST Shen value instruments related to the Company’s common Victor Onward A businesses. Other non-business income and expenditures other than 4,587,125.45 the above Less:Amount of influence of income tax 13,640,725.09 Total 51,350,472.47 -- For the Company’s non-recurring gain/loss items as defined in the Explanatory Announcement No.1 on information disclosure for Companies Offering their Securities to the Public-Non-recurring Gains and Losses and its non-recurring gain/loss items as illustrated in the Explanatory Announcement No.1 on information Disclosure for Companies offering their securities to the public-non-recurring Gains and losses which have been defined as recurring gains and losses, it is necessary to explain the reason. □ Applicable√ Not applicable (II)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 17,060 end of report period Particular about shares held by top ten shareholders Amount of Pledging or Freezing Properties of Share Shareholder name Quantity tradable shares Status of the shareholder proportion % Quantity with Conditional shares 4 深圳市纺织(集团)股份有限公司 2013 年第三季度报告正文 held Shenzhen Investment State-owned legal 46.21% 234,069,436 51,457,976 Holdings Co., person Ltd. Tibet Ruihua Domestic non Investment State-owned 4.17% 21,108,061 21,108,061 Development Legal person Co., Ltd. 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% 17,152,959 17,152,659 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 Legal person Investment Co., Ltd. ICBC-Nuoan Other 0.89% 4,500,000 4,500,000 5 深圳市纺织(集团)股份有限公司 2013 年第三季度报告正文 Securities Investment Fund ICBC-Nuoan Value grow Other 0.49% 2,500,000 2,500,000 Securities Investment Fund 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., RMB Common 182,611,460 182,611,460 Ltd. shares Shenzhen Shenchao Technology RMB Common 16,129,032 16,129,032 Investment Co., Ltd. shares Foreign shares TUNG SHING SECURITIES placed in 1,604,767 1,604,767 (BROKERS) LIMITED domestic exchange Foreign shares placed in Zheng Bangsheng 1,203,800 1,203,800 domestic exchange RMB Common Pan Zhiyong 1,100,007 1,100,007 shares Chongqing International Trust RMB Common Co.,Ltd.-Jinzhong Hexiding 1,013,790 1,013,790 shares Securities investment trust fund set Huarun SZITIC Trust Co., Ltd.- RMB Common The 960,002 960,002 shares Yellow River No.9 trust plan Foreign shares placed in Xu Ruijiang 791,688 791,688 domestic exchange RMB Common Fang Minjun 781,170 781,170 shares RMB Common Huang Mianshi 705,460 705,460 shares Explanation on associated Shenzhen Shenchao Technology Investment Co., Ltd. is a wholly-owned subsidiary of relationship or consistent action Shenzhen Investment Holdings Co., Ltd. and a person taking concerted action. Except this, among the top 10 shareholders of the Company did not whether there is relationship between the top ten shareholders holding 6 深圳市纺织(集团)股份有限公司 2013 年第三季度报告正文 non-restricted negotiable shares and non-restricted negotiable shares and between the top ten shareholders holding non-restricted that between the top 10 shareholders negotiable shares and the top 10 shareholders or whether they are persons taking concerted of non-restricted negotiable shares action defined in Regulations on Disclosure of Information about Shareholding of and top 10 shareholders Shareholders of Listed Companies. Explanation on shareholders 1,100,007 shares in the stock account opened at CITIC Securities Co., Ltd. on basis credit participating in the margin trading transaction and guarantee are held by Pan Zhiyong。 business(if any ) Did any shareholder of the Company carry out an agreed buy-back in the reporting period? □ Yes √ No 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 467.9533 million and 201.34% over beginning of period mainly because the Company privately issued RMB ordinary shares according to the Approval of Private Issue of Shares of Shenzhen Textile (Holding) Co., Ltd. (Zheng Jian Permit [2013] No. 2 Document) issued by China Securities Regulatory Commission and the funds thus raised have not been completely used; (2)The ending balance of bills receivable decreased by RMB 7.8143million and 38.8% over beginning of period mainly due to endorsed assignment; (3)The ending balance of accounts receivable increased by RMB 56.4931 million and 55.97% over beginning of period mainly due to the increase of trade account receivable in credit period; (4)The ending balance of payment in advance increased by RMB 75.1481 million and 591.20% over beginning of period mainly due to the increase of export orders near the end of current period; (5)The ending balance of inventories increased by RMB97.3721 million and 67.97% over beginning of period mainly due to the increase of raw materials necessary for production of polarizer; (6)The ending balance of other current assets increased by RMB 300 million and 100% over beginning of period mainly due to the increase of structural deposit of RMB 300 million; (7)Financial assets available for sale decreased by RMB 25.4002 million and 36.2% over the beginning of period mainly because part of financial assets available for sale held by the Company were sold through secondary market in the first three quarters; (8)The ending balance of construction in progress increased by RMB 51.787 million and 447.35% over beginning of period. These funds were mainly invested in the phase-II project of polarizer for TFT-LCD; (9)Deferred income tax assets increased by RMB 9.5747 million and 32.37% over the beginning of period mainly due to the increase of the assets of deferred income tax for deductible losses recognized in current period; (10)The ending balance of short-term loan decreased by RMB 29.3433 million and 73.08% over beginning of period due to the decrease of working capital loan in current period; (11)The ending balance of accounts payable increased by RMB 38.9621 million and 38.49% over beginning of period mainly due to increase of purchase of raw materials necessary for production of polarizer and increase of accounts payable for outsourced products; (12)The ending balance of advance collections increased by RMB 70.5802 million and 275.02% over beginning 7 深圳市纺织(集团)股份有限公司 2013 年第三季度报告正文 of period mainly due to increase of advances on sales for export trade near the end of period; (13)Staff and workers' remuneration payable decreased by RMB 7.866 million and 30.35% over the beginning of period mainly due to the encashment of the reward for staff and workers based on performance appraisal; (14)The ending balance of interest payable increased by RMB 6.7253 million and 44.56% over the beginning of period mainly due to the increase of interests of long-term loans payable; (15)The paid-in capital increased by RMB 170 million and 50.52%because the Company privately issued 170,000,000 RMB ordinary shares (par value per share: RMB 1.00) according to the Approval of Private Issue of Shares of Shenzhen Textile (Holding) Co., Ltd. (Zheng Jian Permit [2013] No.2 Document) issued by China Securities Regulatory Commission; (16)The ending balance of capital surplus increased by RMB 776.2178 million and 93.64% over beginning of period mainly because the premium of private issue of RMB ordinary shares was accounted for as capital surplus so that capital surplus increased by RMB 791,751,008.85; (17)The operating income in current period increased by RMB 273.3528 million and 49.25% year on year mainly due to the increase of sales of polarizer; (18)The operating cost in current period increased by RMB 251.9527 million and 48.12% year on year mainly due to the increase of sales cost caused by the growth of polarizer business volume; (19)The financial expenses in current period decreased by RMB 20.3415 million and 599.44% year on year mainly due to the generation of exchange gains and additional Interest income from payable liabilities in yen after depreciation of Japanese Yen by big margin; (20)The assets impairment loss in current period increased by RMB 10.3389 million and 349.13% year on year mainly due to the increase of provision for bad debts and provision for diminution in value of inventories of polarizer; (21)The investment income in current period increased by RMB 44.3696 million and 784.09% year on year mainly due to the investment income obtained from additional sales of financial assets available for sale; (22)Non-operating income in current period increased by RMB 12.2281 million and 169.99% year on year mainly due to the increase of proceeds from the disposal of non-current assets and governmental subsidy; (23)Income tax expenses in current period increased by RMB 4.9556 million and 120.24% year on year mainly due to the increase of amount of taxable income in current period; (24)The other composite income in current period decreased by RMB 27.3368 million and 231.6%year on year because the Company sold financial assets available for sale and transferred out the gains of the previous period from other composite income; (25)The net cash flows from operating activities decreased by RMB 29.5397 million and 32.3% year on year mainly due to the increase of purchase of raw materials necessary for polarizers; (26)The net cash flows from investing activities decreased by RMB 243.6306 million and 238.42% year on year mainly due to the redeposit of RMB 300 million as structural deposit in current period; (27)The net cash flows from financing activities increased by 936.4561 million and 77,393.07% mainly because the Company privately issued 170,000,000 ordinary RMB shares (par value per share: RMB 1.00) and raised net proceeds of RMB 961,751,000.85 according to the Approval of Private Issue of Shares by Shenzhen Textile (Holding) Co., Ltd. (CSRC Permit (2013) No. 2 Document) issued by China Securities Regulatory Commission on March 2013. II. The progress of significant events and influence, as well as the analysis and explanation on resolving proposal. 8 深圳市纺织(集团)股份有限公司 2013 年第三季度报告正文 (1)Signature property lease contract. On July 15, 2013, the company signed "Shenzhen Lease Contract" and "Supplementary Agreement"with Jinsitai , See the property lease contract signing notice (No.:2013-33) on 17 July 2013.On August 16, 2013, the Sixth Board of Directors at its first meeting adopted the contract, see the “The first meeting of the sixth Board announcement"(No.:2013-42) on August 17, 2013. (2)The progress of working Capital with Part of Idle Raised, On April 15, 2013, the 33rdmeeting of the fifth board of directors examined and adopted the Proposal for Supplementing Working Capital with Part of Idle Raised Proceeds. The Company planned to supplement its working capital with temporarily idle raised proceeds of RMB 300 million to buy part of temporarily idle issued by commercial banks, safe, good fluidity, guaranteed structured deposit products. For the details please refer to the Proposal for Supplementing Working Capital with Part of Idle Raised Proceeds posted (No.:2013-23) on April 16th, 2013, Among them, the ICBC branch Shenfang RMB 50 millions structured deposits expired on July 26, 2013, the company resigned a three-month structured deposit agreement on July 30, 2013, the amount of deposit RMB 50 million. For the details please refer to the Proposal for Supplementing Working Capital with Part of Idle Raised Proceeds posted (No.:2013-23) on July 31st , 2013. (3)Union equity disposition status. During the period from May 23, 2013 to July 4, 2013, the Company publicly listed 2.8694% equity of Union Developing Group Co., Ltd. held by it at Shenzhen United Equity Exchange for assignment. Upon the expiration of listing period, no party submitted an application for acquisition to Shenzhen United Equity Exchange. For the time being, the Company does not have further plan for disposal. (4)The R&D center of a subsidiary was identified as a municipal-level R&D center. On August 9, 2013, Shenzhen Shengbo Optoelectronic Technology Co., Ltd. (hereinafter referred to as "Shengbo Optoelectronic"), a wholly-owned subsidiary of the Company, received the Notice of Identifying Technical Centers of 24 Enterprises Including Shenzhen Invengo Information Technology Co., Ltd. as Municipal-level Research and Development Centers (Category of Technical Center) (SJM IT Zi (2013) No. 137) issued by Shenzhen Economy and Trade Information Commission, Shenzhen Development and Reform Commission, Shenzhen Finance Commission, Shenzhen State Taxation Bureau and Shenzhen Local Taxation Bureau. After comprehensive evaluation and double check by Shenzhen Finance Commission, the research and development center of Shengbo Optoelectronic was identified as municipal-level research and development center (category of technical center) for the year 2012. This identification contributed to improving and strengthening the construction of research and development of the centers of the Company and enhancing its market competitiveness. (5)The assignment of equities of Jinlan Company was approved by Shenzhen State-owned Assets Commission. The Company planned to wholly assign 100% equity of Shenzhen Jinlan Decorative Articles Industrial Co., Ltd. in the mode of public transaction. The equity assignment was examined and adopted at the first meeting of the sixth board of directors held on August 16, 2013 and offically approved by State-owned Assets Regulatory Commission under Shenzhen Municipal People's Government (Shen Guo Zi Han (2013) No. 447 Document) on September 30, 2013. Description of the website for disclosing Description of provisional announcement Date of disclosing provisional announcements http://www.cninfo.com.cn (2013-33, Signature property lease contract. July 17, 2013, August 17,2013 2013-42) The progress of working Capital with Part July 31,2013 http://www.cninfo.com.cn (2013-37) of Idle Raised, Assignment of Union's equity July 6, 2013 http://www.cninfo.com.cn (2013-30) The R&D center of a subsidiary was August 10, 2013 http://www.cninfo.com.cn (2013-39) 9 深圳市纺织(集团)股份有限公司 2013 年第三季度报告正文 identified as a municipal-level R&D center Assignment of Jinlan Company's equity August 17,2013 http://www.cninfo.com.cn (2013-42) 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 circulation in the market: i. if they plan to sell the shares through the securities exchange system in Shenzhen the future, and the decrease of the shares they Commitment on Investment Sustained and Under hold reaches 5% within 6 months after the first share reform Holdings Co., effective Fulfillment decrease, they will disclose an announcement Ltd. indicating the sale through the company within two trading days before the first decrease; ii. They shall strictly observe the “Guidelines on Transfer of Restricted-for-sale Original Shares of Listed Companies” and the provisions of the relevant business principles of Shenzhen Stock Exchange. 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 Shenzhen Horizontal Competition Avoidance” when the Commitments Investment company issued non-public stocks in 2009. Sustained and Under made upon Holdings Co., Pursuant to the Letter of Commitment and effective Fulfillment issuance Ltd. Statement, Shenzhen Investment Holdings Co., Ltd. and its wholly owned subsidiary, subsidiaries under control or any other companies that have 10 深圳市纺织(集团)股份有限公司 2013 年第三季度报告正文 actual control of it shall not be involved in the business the same as or similar to those Shenzhen Textile currently or will run in the future, or any businesses or activities that may constitute direct or indirect competition with Shenzhen Textile; if the operations of Shenzhen Investment Holdings Co., Ltd. and its wholly owned subsidiaries, subsidiaries under control or other companies 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. 36 months from Shenzhen Refer to the Announcement of Approval of the listing day Investment Application for Private Issue of Shares that issued March 25, Under of new shares, Holdings Co., by the Board of Directors of Shenzhen Textile 2013 Fulfillment i.e., March 26, Ltd. (Holdings) Co., Ltd.(No.:2013-12) 2013 Other objects of 12 months from issue including Refer to the Announcement of Approval of the listing day Tibet Ruihua Application for Private Issue of Shares that issued March 25, Under of new shares, Investment by the Board of Directors of Shenzhen Textile 2013 Fulfillment i.e., March 26, Development Co., (Holdings) Co., Ltd.(No.:2013-12) 2013 Ltd. Shenzhen Refer to the Announcement of Unfreezing of Investment August 7, Sustained and Under Holdings Co., Restricted Shares Privately Issued by Shenzhen 2013 effective Fulfillment Ltd. Textile (Holdings) Co., Ltd. (2013-38) for details. Other commitments made to minority shareholders Executed timely Yes or not? 11 深圳市纺织(集团)股份有限公司 2013 年第三季度报告正文 Detailed person for failing to Not applicable execute and the next plan IV.Prediction of Business performance for 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 V. Investment in Securities Number Sharehold Number Sharehold Book of shares ing of shares Initial ing balance at Gain.loss held at the proportio held at Short investme proportio the end of of the Security Security beginning n at the the end of Accounti Sauce of form of nt n at the the reporting category code of the beginning the ng items the shares security cost(RM end of the reporting period reporting of the reporting B) reporting period (RMB) period(sh reporting period period(%) (RMB) ares) period(%) (shares) Financial * ST 11,356,63 38,194,85 45,579,51 assets Legal Stock 000018 victor 9,233,394 5.46% 3,744,594 2.21% 8.86 8.80 3.51 available shares onward A for sale Debt restructur Financial ing 9,847,598 6,564,981 assets Stock 000030 ST Fawer 985,733 0.34% 985,733 0.34% repaymen .31 .78 available t of share for sale s 21,204,23 10,219,12 44,759,84 45,579,51 Total -- 4,730,327 -- -- -- 7.17 7 0.58 3.51 Disclosure date of the board announcement on approval of July 17, 2013 the securities investment Disclosure date of the general meeting announcement on approval of the securities 12 深圳市纺织(集团)股份有限公司 2013 年第三季度报告正文 investment (if any) Notes to holding of the equity in other listed companies □Applicable √ Not applicable VI. Derivative Investment Not applicable VII. The registration form of acceptance of investigation, communication and interview in the report period for future reference Date Place Mode Type Visitor Content of discussion and materials provided The meeting room of 4 parties including Shengbo Minsheng Tonghui, Production and management company and the July 17, Optoelectronic, a Onsite Organization Xingye Global Fund status of construction of the project of 2013 wholly-owned investigation and Shenzhen polarizer sheet for TFT-LCD subsidiary of the Pingshi Investment. Company The meeting room of Shengbo 3 parties including Production and management company and the July 18, Optoelectronic, a Onsite Guangfa Securities Organization status of construction of the project of 2013 wholly-owned investigation and The first venture polarizer sheet for TFT-LCD subsidiary of the securities Company The meeting room of Shengbo 2 parties including Production and management company and the September Optoelectronic, a Onsite Organization Jinghui Investment status of construction of the project of 6, 2013 wholly-owned investigation and Dac heng Fund polarizer sheet for TFT-LCD subsidiary of the Company The meeting room of Shengbo 5 parties including Production and management company and the September Optoelectronic, a Onsite Jiangsu Ruihua and Organization status of construction of the project of 12, 2013 wholly-owned investigation Jingzhonghe polarizer sheet for TFT-LCD subsidiary of the Investment Company 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 25.2013 13