深圳市纺织(集团)股份有限公司 2014 年第一季度报告全文 Stock code: 000045,200045 Stock Abbreviation: Shen Textile A ,Shen Textile B Announcement No.: 2014-35 Shenzhen Textile (Holdings) Co., Ltd. The First Quarterly Report 2014 1 深圳市纺织(集团)股份有限公司 2014 年第一季度报告全文 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. All the directors attended the board meeting for reviewing the Quarterly Report. Mr.Wang Bin, Person in charge of the Company, Mr. Zhu Jun, Chief financial officer and the Mr.Jiang Xiaojun, 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 . This Report has been prepared in both Chinese and English , In case any discrepancy , the Chinese version shall prevail. 2 深圳市纺织(集团)股份有限公司 2014 年第一季度报告全文 II.Main financial data and changes of shareholders (1)Main financial data and indices Whether it has retroactive adjustment or re-statement on previous accounting data for accounting policy changed and accounting error correction or not. □Yes√ No Changes of this period over This period Same period of last year same period of last year (%) Operating income(RMB) 220,802,549.07 272,192,643.51 -18.88% Net profit attributable to the shareholders -10,972,224.82 -6,470,390.80 -69.65% of the listed company(RMB) Net profit after deducting of non-recurring gain/loss attributable to the shareholders of -19,917,020.21 -9,324,371.61 -113.6% listed company(RMB) Cash flow generated by business operation, -2,642,086.07 -33,554,913.31 92.13% net(RMB) Basic earning per share(RMB/Share) -0.02 -0.02 0% Diluted gains per -0.02 -0.02 0% share(RMB/Share)(RMB/Share) Weighted average return on equity -0.48% -0.5% 3.03% (%) Changes of this period-end End of this period End of last period over same period-end of last year(%) Gross assets(RMB) 2,824,648,085.47 2,851,759,735.91 -0.95% Net profit attributable to the shareholders 2,280,144,980.29 2,297,846,577.11 -0.77% of the listed company(RMB) Items and amount of non-current gains and losses √ Applicable □ Not applicable In RMB Amount (Year-beginning to Non-recurring gain and loss items Notes(If applicable) the end of the report period.) Government subsidy recognized in current gain and Amortized national aid of RMB 2,832,303.66 loss(excluding those closely related to the Company’s business 300,000 for the special project of 3 深圳市纺织(集团)股份有限公司 2014 年第一季度报告全文 and granted under the state’s policies) new-type panel display industrialization and the demonstration project of hi-tech industrialization; Shenzhen Treasury Board amorti zed discount of three loans appro priated of RMB 60,486.11;Amort ization R & D grants by govern ment was RMB 1,977,495;Amort ized subsidy of RMB 125,000 for the project of industrialization f or polarizer sheet for TFT-LCD p hase 1 narrow line (line 5); Amortization of purchase of impo rted equipment and technology gr ant of RMB 44,322.55;Amortized subsidy of RMB 325,000 for the project of industrialization for po larizer sheet for TFT-LCD. Governmental subsidy reckoned into current gains /losses (not including the subsidy enjoyed in quota or 8,072,850.38 ration according to national standards, which are closely relevant to enterprise’s business) Other non-business income and expenditures other than the above 69,295.92 Less:Amount of influence of income tax 2,029,654.57 Total 8,944,795.39 -- For the Company’s non-recurring gain/loss items as defined in the Explanatory Announcement No.1 on information disclosure for Compaines 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 (2) Total number of shareholders at the end of report period and Particular about shares held by top ten shareholders In RMB Total number of shareholders at the end 17,507 of report period Particular about shares held by top ten shareholders Shareholder name Properties of Share Quantity Amount of Pledging or freezing 4 深圳市纺织(集团)股份有限公司 2014 年第一季度报告全文 shareholder proportion % tradable shares Status of the with Conditional Quantity shares held Shenzhen State-owned Investment Holdings 46.21% 234,069,436 51,457,976 legal person Co., Ltd. Tibet Ruihua Domestic non Investment State-owned 4.17% 21,108,061 0 Development Co., Legal person Ltd. National Social Security Fund Other 3.45% 17,500,000 0 portfolio 501 Pingan Dahua Fund Company-Pingan Bank-Pingan Intrust PinganWealth Other 3.39% 17,156,003 0 *trust fund plan of Chuangying stage 1 No. 13 Domestic non CITIC Securities State-owned 3.39% 17,152,659 0 Co., Ltd. Legal person Pingan Dahua Fund Company-Pingan Other 3.39% 17,152,659 0 Bank-Wang Fang Huaan Fund Company-ICBC- Huarong Intrust Equity investment Other 3.39% 17,152,658 0 trust fund plan of Huaan Fund No.2 Shenzhen Shenchao State-owned Technology 3.18% 16,129,032 0 Legal person Investment Co., Ltd. ICBC-Nuoan Securities Other 0.89% 4,500,000 0 Investment Fund Domestic Nature Sun Deliang 0.5% 2,511,672 0 person 5 深圳市纺织(集团)股份有限公司 2014 年第一季度报告全文 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 Ltd. shares Tibet Ruihua Investment Development RMB Common 21,108,061 Co., Ltd. shares National Social Security Fund portfolio RMB Common 17,500,000 501 shares Pingan Dahua Fund Company-Pingan Bank-Pingan Intrust PinganWealth* RMB Common 17,156,003 trust fund plan of Chuangying stage 1 shares No. 13 RMB Common CITIC Securities Co., Ltd. 17,152,659 shares Pingan Dahua Fund Company-Pingan RMB Common 17,152,659 Bank-Wang Fang shares Huaan Fund Company-ICBC- Huarong IntrustEquity investment RMB Common 17,152,658 trust fund plan of Huaan Fund shares No.2 Shenzhen Shenchao Technology RMB Common 16,129,032 Investment Co., Ltd. shares ICBC-Nuoan Securities Investment RMB Common 4,500,000 Fund shares RMB Common Sun Deliang 2,511,672 shares Shenzhen Shenchao Technology Investment Co., Ltd. is a wholly-owned subsidiary of Shenzhen Investment Holdings Co., Ltd. and a person taking concerted action. Except this, the Company did not whether there is relationship between the top ten shareholders Explanation on associated relationship holding non-restricted negotiable shares and between the top ten shareholders holding among the aforesaid shareholders non-restricted negotiable shares and the top 10 shareholders or whether they are persons taking concerted action defined in Regulations on Disclosure of Information about Shareholding of Shareholders of Listed Companies. Did any shareholder of the Company carry out an agreed buy-back in the reorting period? □ Yes √ No 6 深圳市纺织(集团)股份有限公司 2014 年第一季度报告全文 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 payment in advance increased by RMB 32.9245 million and 156.55% over beginning of period mainly due to the increase of export orders by the end of current period. 2. The ending balance of Interest receivable decreased by RMB 4.7686 million and 76.59% over beginning of period mainly due to interest received from deposits and structured deposits. 3. The ending balance of other receivable decreased by RMB 108.7412 million and 77.52% over beginning of period mainly due to the transfer balance of 100% equity of Shenzhen Jinlan Decorative Supplies Industrial Co.,Ltd. 4. The ending balance of other cuurent assets decreased by RMB 100 million and 100% over beginning of period mainly due to the decrease of structured deposits. 5. The ending balance of short term loan increased by RMB 17.781 million over beginning of period mainly due to the working capital loan in current period. 6. The ending balance of Advance payment increased by RMB 30.2951 million and 95.65% over beginning of period mainly due to the advance payment increase from export trade business. 7. Administrative expenses increased by RMB 13.8627 million and 54.26% year on year mainly due to the increase of R&D expenses for polarizer sheet products for TFT-LCD phase 1 line 4. 8 Financial expenses increased by RMB 2.6671million and 47.14% mainly due to the depreciation of RMB against the U.S. dollar and Japanese yen, the increase in foreign exchange losses. 9. Impairment loss of assets decreased by RMB 4.3205 million and 165.15% mainly due to the balance of the equity transfer of Shenzhen Jinlan Decorative Supplies Industrial Co.,Ltd to offset the required bad-debt provision. 10. Investment Income increased by RMB 7.6037 million and 826.77% mainly due to the increase in investment income by selling the available-for-sale financial assets. 11. Income tax expenses increased by RMB6.2575 million and 415.77% mainly due to the taxable temporary differences and increase of taxable income. 12. The other composite income in current period decreased by RMB 19.3823 million and 153.18%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; 13.The net cash flows from operating activities increased by RMB 30.9128 million and 92.13% year on year mainly due to the increase of purchase of raw materials necessary for polarizers; 14.The net cash flows from investing activities increased by RMB 245.564 million and 447.8% year on year mainly due to the recovering the balance of the transferred equity of Shenzhen Jinlan Decorative Supplies Industrial Co.,Ltd and recover of the structured deposits investments. 7 深圳市纺织(集团)股份有限公司 2014 年第一季度报告全文 15.The net cash flows from financing activities decreased by RMB 970.9401 million and 98.24% year on year mainly due to the non-public offering of RMB ordinary shares in the same period of last year, in which the company obtained the investment fund of RMB 965.3804 million . II. The progress of significant events and influence, as well as the analysis and explanation on resolving proposal. (1) Controlling shareholders proposed to transfer some of the company’s equity During the report period, controlling shareholder Shenzhen Investment Holding Co., Ltd. has proposed to plan critical issues of the company, and the company shares were suspended since 13:00 p.m of January 28, 2014, and on March 17, Shenzhen Investment Holding Co.,Ltd has issued the Notice of Public Bidding for Transferee, in which the proposed transferring equity should be no less than 26% of the total equity and no more than 29% of the total equity (which is no less than 131,695,681 shares and no more than 146,891,336 shares of the A-Shares) , by the end of April 4, TCL Group has submitted the Letter of Intent on this Transferee with related materials, and currently, the two parties are in the negotiation proceeding. (2)Subsidiary has signed the Cooperation Framework Agreement In the report period, the wholly-owned subsidiary company Shenzhen Shengbo OptoelectronicTechnology Co.,Ltd.and Nitto Denko Corporation has established the cooperation relationship on technology application, manufacturing and sales, with the expectation to develop the Polaroid business of both enterprises in China market. Both parties have also signed the related cooperative agreements on technology licensing, technical support and the manufacturing based on the related technology. The agreements will facilitate the promotion of quality and manufacturing efficiency of the Polaroid product., and will further influenced the company effectively on the aspects of technology, manufacturing capacity and market sales, etc. (3) Change the use of the raised funds In the report period, the company has changed the original plan of establishing two production lines (#6) of Polaroid for TFT-LCD with the width of 1490mm, instead, the company will proceed with the Phase II modification project (#6 Production Line) which integrated with the manufacture of Polaroid for TFT-LCD and Polaroid for AMOLED, and after the modification, in future, the new project will be able to satisfy the demands of the panel market development much better, and further promote the competiveness and comprehensive strength of the company, who will be able to occupy the market with the new products of Polaroid, and finally realize a benign economic and social benefit. On March 27, 2014, The Company has submitted the proposal of Subsidiary Signing the Cooperation Framework Agreement and proposal of Changing the use of the raised funds to the first Extraordinary General Meeting of Shareholders in 2014 for review while have not been approved.the controlling shareholders have made the abstention voting towards the above two proposals with the explanation statement as below: “Currently, our company is planning to transfer some percentage of held equity of your company through the way of public bidding for Transferee, in which the proposed transferring equity should be no less than 26% of the total equity and no more than 29% of the total equity, during which, it is not appropriate to review and discuss the major issues of your company.” (4)Notice on Completion of Transferring the Held Equity of Shenzhen Jinlan Decorative Supplies Industrial Co.,Ltd 8 深圳市纺织(集团)股份有限公司 2014 年第一季度报告全文 On December 11, 2013, the company signed “The Contract of transferring State-owned Property Rights in Enterprise” with Shenzhen Herun Jewelry Co., Ltd. The company auctioned 100% equity of Shenzhen Jinlan Decorative Supplies Industrial Co.,Ltd with the price of RMB 220 milllion transferred to Shenzhen Herun Jewelry Co., Ltd. On the same of contract signing, the company had received 55% of the transfer section, and has received the residual payment and interest on March 12, 2014, and on the day when this report has been disclosed it is finished the related property rights delivery procedures as well as those of the registration alternation in local Industrial and Commercial Administration. Description of the website for disclosing Description of provisional announcement Date of disclosing provisional announcements Announcement of SuspensiononMajorIssues, January 29, 2014 (No.:2014-03)//www.cninfo.com.cn) Amouncement of Controlling shareholders Planning to Transfer Some Equity of the February 28, 2014 Company.(No.: 2014-09) (http://www.cninfo.com.cn) Amouncement of Controlling shareholders Controlling shareholders plans to transfer Planning to Transfer Some Equity of the some equity of the company March 17, 2014 Company and bidding for the Transferee.(No.:2014-16)/ (http://www.cninfo.com.cn) Announcement of Controlling shareholders Planning to Transfer some Equity of the April 8, 2014 Company.(No.: 2014-30) (http://www.cninfo.com.cn) Amouncement of Subsidiary signing the Subsidiary has signed the Cooperation February 15, 2014 Cooperation Framework agreement .( No.: Frameword Agreement 2014-06)(http://www.cninfo.com.cn) Amouncement of Change the use of the March 11, 2014 raisedfunds .(No.: 2014-14) (http://www.cninfo.com.cn) Change the use of the raised funds Announcement of Resolutions of the first provisional shareholders’ general March 28, 2014 meeting .(No.: 2014-21) (http://www.cninfo.com.cn) 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. Commitment Time of Period of Commitment Contents Fulfillment maker making commitment 9 深圳市纺织(集团)股份有限公司 2014 年第一季度报告全文 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 Commitment on Investment they hold reaches 5% within 6 months after Continuously Under Fulfillment share reform Holdings Co., the first decrease, they will disclose an valid Ltd. announcement 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. 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 Shenzhen Commitments same as or similar to those Shenzhen Textile Investment Continuously made upon currently or will run in the future, or any Under Fulfillment Holdings Co., valid issuance businesses or activities that may constitute Ltd. 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 10 深圳市纺织(集团)股份有限公司 2014 年第一季度报告全文 business to Shenzhen Textile or a third party; when the horizontal competition may occur due to the business expansion concurrently necessary for Shenzhen Investment Holdings Co., Ltd. and its wholly owned subsidiaries, subsidiaries under control or other companies that have actual control of it and Shenzhen Textile, Shenzhen Textile shall have priority. The commitments during the period non-public issuance in 2012: 1. Shenzhen Investment Holdings, 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 control rights can't be directly and indirectly on behalf of any person, company or unit to engage in the same or similar business in any districts in the future by the form of share-holding, equity participation, joint venture, cooperation, partnership, contract, lease, etc., and ensure not to use the controlling shareholder's status to damage the legitimate rights and interests of Shenzhen Textile and other shareholders, or to gain the additional benefits. 3. If there will be the situation of inter-industry competition with Shenzhen Textile for Shenzhen Investment Holdings and its share-holding subsidiaries or other enterprises owned the actual control rights in the future, Shenzhen Investment Holdings will promote the related enterprises to avoid the inter-industry competition through the transfer of equity, assets, business and other ways. 4. Above commitments will be continuously effective and irrevocable during Shenzhen Investment Holdings as the controlling shareholder of Shenzhen Textile or indirectly controlling Shenzhen 11 深圳市纺织(集团)股份有限公司 2014 年第一季度报告全文 Textile Refer to the Announcement of Approval of 36 months from Shenzhen Application for Private Issue of Shares that the listing day Investment March 25, issued by the Board of Directors of of new shares, Under Fulfillment Holdings Co., 2013 Shenzhen Textile (Holdings) Co., Ltd. i.e., March 26, Ltd. (No.:2013-12) 2013 After all the procedures have Other objects of Refer to the Announcement of Approval of 12 months from been finished, the issue including Application for Private Issue of Shares that the listing day holding of shares Tibet Ruihua March 25, issued by the Board of Directors of of new shares, with limited sales Investment 2013 Shenzhen Textile (Holdings) Co., Ltd. i.e., March 26, conditions are all Development (No.:2013-12) 2013 lifted as tradable Co., Ltd. shares in circulation on April 1, 2014. Executed timely Yes or not? Detailed person for failing to Not applicable execute and the next plan IV.Prediction of Business performance for January- June 2014 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: Loss Type of date filled for the prediction:Interval figures Same period of Year beginning to end of next the previous Increase or decrease% report period year Estimated amount of accumulative net -1,800 -- -1,400 -804 Decrease -123.88% -- -74.13% profit(RMB’0000) Basic earnings per shares -0.04 -- -0.03 -0.02 Decrease -100% -- -50% (Yuan/share) The company of the expected a loss of about RMB 14 million- RMB 18 million in first h Notes to forenotice of alf year, mainly due to the innadequate utilization rate resulted from the decrease of the o earnings rders of subsidiary Shengbo Optoelectionic Technology Co., 12 深圳市纺织(集团)股份有限公司 2014 年第一季度报告全文 Ltd. orders, unable to burden the fixed cost and R&D expenses. The concrete data will be disclosed in the half-year report of the Company of 2014. 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 Shen 11,356,63 25,196,06 8,072,850 assets Legal Stock 000018 Victor 3,744,594 2.21% 2,840,594 1.68% 8.86 8.78 .38 available shares Onward A for sale Financial Debt 9,847,598 658,496.4 assets Stock 000030 Fawer 985,733 0.34% 985,733 0.34% restructur .31 4 available ing for sale 21,204,23 25,854,56 8,072,850 Total 4,730,327 -- 3,826,327 -- -- -- 7.17 5.22 .38 Disclosure date for the notice of March 11, 2014 approval by the Board Disclosure date for the notice of approval by shareholders’ Meeting (If any) Notes to holding of the equity in other listed companies □ Applicable √ Not applicable VI. Derivative Investment N/A VII. The registration form of acceptance of investigation, communication and interview in the report period for future reference N/A 13