深圳市纺织(集团)股份有限公司 2014 年第三季度报告正文 Stock code: 000045、200045 Stock Abbreviation: Shen Textile A、Shen Textile B Announcement No.: 2014-54 Shenzhen Textile (Holdings) Co., Ltd. The Third Quarterly Report 2014 1 Important notes The Board of Directors , the Supervisory Committee, the directors, the supervisors, and executives 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. Zhu Jun, The Company Leader, 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 the report. This report is prepared in both Chinese and English. Should there be an discrepancy between the two versions, the Chinese version shall prevail. 1 深圳市纺织(集团)股份有限公司 2014 年第三季度报告正文 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 Changed (%)over end of As at the end of last year reporting period prev. year Gross assets(RMB) 2,915,138,176.98 2,851,759,735.91 2.22% Net assets attributable to the shareholders of the listed 2,249,443,931.72 2,297,846,577.11 -2.11% company(RMB) Increase/decrease Between beginning over the same of the year to the Changed (%)over Reporting period period of last year end of the report end of prev. year (%) period Operating income(RMB) 342,049,067.34 35.74% 813,672,892.15 -1.77% Net profit attributable to the shareholders of the listed -16,558,015.23 -308.92% -38,202,525.33 -32,901.45% company(RMB) Net profit after deducting of non-recurring gain/loss attributable to the -23,552,101.75 -3.01% -63,849,988.68 -24.06% shareholders of listed company(RMB) Cash flow generated by business operation, net -- -- -65,328,497.17 46.01% (RMB) Basic earning per -0.03 -250.00% -0.08 -29,409.40% share(RMB/Share) Diluted gains per -0.03 -250.00% -0.08 -29,409.40% share(RMB/Share) Weighted average -0.73% -1.17% -1.68% -1.67% income/asset ratio(%) Items and amount of non-current gains and losses √Applicable □Not applicable In RMB Amount (Year-beginning to Items Notes the end of the report period.) Non-current asset disposal gain/loss(including the write-off 53,428.15 part for which assets impairment provision is made) Government subsidy recognized in current gain and 12,732,501.05 2 深圳市纺织(集团)股份有限公司 2014 年第三季度报告正文 loss(excluding those closely related to the Company’s business and granted under the state’s policies) Gain/loss from change of fair value of transactional financial asset and liabilities, and investment gains from disposal of transactional financial assets and liabilities and 16,994,763.49 sellable financial assets other than valid period value instruments related to the Company’s common businesses Other non-business income and expenditures other than the 191,371.43 above Less:Amount of influence of income tax 4,324,600.77 Total 25,647,463.35 -- 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 None of Non-recurring gain /loss items recognized as recurring gain /loss/items as defined by the information disclosure explanatory Announcement No.1- Non –recurring gain/loss in the report period. 3 深圳市纺织(集团)股份有限公司 2014 年第三季度报告正文 (II) Total number of shareholders and shareholding of top 10 shareholders by the end of the report period (1) Total number of common shareholders and shareholding of top 10 common shareholders by the end of the report period In Shares Total number of shareholders at the end 20,739 of report period Particular about shares held by top ten shareholders Amount of Pledging or freezing Share tradable Properties of Shareholder name proportion Quantity shares with shareholder Status of the % Conditional Quantity shares held Shenzhen Investment State-owned 46.21% 234,069,436 51,457,976 Holdings Co., Ltd. legal person Shenzhen Shenchao State-owned Technology 3.18% 16,129,032 legal person Investment Co., Ltd. Ningbo Yongqiang Domestic non International Trade State-owned 0.46% 2,354,425 Co., Ltd. Legal person Domestic natural Sun Huiming 0.39% 1,996,347 person shares Domestic natural Xiao Ran 0.36% 1,837,100 person shares Domestic natural Sun Deliang 0.36% 1,819,100 person shares Zhongrong International Trust Other 0.32% 1,624,800 Co., Ltd.-Xingcheng No.1 Domestic natural Luo Yan 0.28% 1,423,579 person shares TUNG SHING SECURITIES Foreign Legal 0.28% 1,404,700 (BROKERS) person LIMITED Domestic natural Zheng Bangsheng 0.24% 1,203,800 person shares Shareholding of top 10 shareholders of unrestricted shares Name of the shareholder Quantity of unrestricted shares held at Share type 4 深圳市纺织(集团)股份有限公司 2014 年第三季度报告正文 the end of the reporting period Share type Quantity RMB Common Shenzhen Investment Holdings Co., Ltd. 182,611,460 182,611,460 shares Shenzhen Shenchao Technology RMB Common 16,129,032 16,129,032 Investment Co., Ltd. shares Ningbo Yongqiang International Trade RMB Common 2,354,425 2,354,425 Co., Ltd. shares Foreign shares placed in Sun Huiming 1,996,347 1,996,347 domestic exchange RMB Common Xiao Ran 1,837,100 1,837,100 shares RMB Common Sun Deliang 1,819,100 1,819,100 shares Zhongrong International Trust Co., Ltd. RMB Common 1,624,800 1,624,800 -Xingcheng No.1 shares RMB Common Luo Yan 1,423,579 1,423,579 shares Foreign shares TUNG SHING SECURITIES placed in 1,404,700 1,404,700 (BROKERS) LIMITED domestic exchange Foreign shares placed in Zheng Bangsheng 1,203,800 1,203,800 domestic exchange 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 Explanation on associated relationship not make sure whether there is relationship between the top ten among the aforesaid shareholders shareholders holding non-restricted negotiable shares and if they are persons taking concerted action defined in Regulations on Disclosure of Information about Shareholding of Shareholders of Listed Companies. The Company Shareholder Luo Yan holds 0 shares through ordinary Participation of top 10 unconditional stock account. holds 1,423,579 shares of the Company through stock common share shareholders in securities account with credit transaction and guarantee of Guosen Securities margin trading (if any) Co., Ltd.;The total amount is 1,423,579 shares. Agreed re-purchasing by the Company’s top 10 shareholders of common shares and top 10 shareholders of unconditional common shares in the report period □ Yes √ No No agreed re-purchasing is performed by the Company’s shareholders in the report period. 5 深圳市纺织(集团)股份有限公司 2014 年第三季度报告正文 (2) Total number of preferred shareholders and shareholding of top 10 preferred shareholders by the end of the report period □ Applicable√ Not applicable 6 深圳市纺织(集团)股份有限公司 2014 年第三季度报告正文 III Significant Events I. Major changes of main accounting statement items and financial indicators in the reporting period, as well as reasons for the changes √ Applicable □ Not applicable 1.Effect of amended accounting standards on our company's consolidated statements According to the amended Accounting Standards For Enterprises No.2--Long-term Equity Investment, our company does not have joint control right or significant influence on the invested companies, and there is no other equity investment in which quotes, fair value can't be reliably measured in active market,so the business accounting will based on Accounting Standards For Enterprises No.22, The company transferred the long-term equity accounting at the end of September 2014 book value of investments 37.38 million RMB in to available-for-sale Financial Asset account and adjust consolidated statements beginning of the year. 2. Particular about major changes from items of main accounting statements and financial indexes as well as reasons. ( 1) The Ending balance of bills receivable increased by RMB 16.8615 million and 88.6% over beginning of period ,mainly due to customers use bank acceptances for purchase; (2)The ending balance of Accounts receivables increased by RMB 100.0614 million and 72.29% over beginning of period,mainly due to trade receivables increased in credit period; (3)The ending balance of payment in advance increased by RMB57 .6096million and 273.92% over beginning of period mainly due to the increase of export orders near the end of current period; ( 4 ) The ending balance of Other receivables account decreased by RMB 121.4594 million and 86.59% over beginning of period,mainly due to the transfer balance of 100% equity of Shenzhen Jinlan Decorative Supplies Industrial Co.,Ltd. ( 5 ) The ending balance of other current assets decreased by RMB 100 million and 100% over beginning of period mainly due to return structured deposits; (6)The ending balance of Available for sale financial assets decreased by RMB16.0065million and 38.27% over beginning of period mainly due to the reduction of holding Victor Onward A stocks in this period; (7)The ending balance of construction in progress increased by RMB30.0767 million and47.8% over beginning of period. mainly due to investment in TFT-LCD polarizing film phase II project and building projects Guanhua Building; (8)The ending balance of Account payables increased by RMB108.9505million and 100.6% over beginning of period. mainly due to procurement payments for suppliers increased; (9)The ending balance of advance collections increased by RMB 54.4546 million and 171.93% over beginning of period mainly due to increase of advances on sales for export trade the end of period; (10)The ending balance of Deferred income tax assets decreased by RMB55.7842 million and 92.62% over the beginning of period Mainly due the temporary taxable difference formulated by the transfer income of the equity of Shenzhen Jinlan Decorative Articles Industrial Co., Ltd.; 7 深圳市纺织(集团)股份有限公司 2014 年第三季度报告正文 (11)The ending balance of Undistributed profit decreased by RMB 38.2025 million and 30.56% over the beginning of period, mainly due to the losses increased; ( 12 ) Investment income in current period decreased by RMB30.2531 million and 60.47% year on year mainly due to the investment income obtained from financial assets available for sale decreased; ( 13 ) Non-operating income in current period decreased by RMB 6.4406 million and 33.16% year on year, mainly due to the income from disposal of fixed assets decreased; (14)The net cash flows from operating activities increased by RMB55.675 million and 46.01% year on year mainly due to improve raw materials purchase management and inventory management, decrease cash payment for purchasing; (15)The net cash flows from investing activities increased by RMB524.7957 million and 151.76% year on year mainly due to receive equity balance and structured deposits of Shenzhen Jinlan Decorative Supplies Industrial Co. Ltd. in this period; (16)The net cash flows from financing activities decreased by RMB 923.9804 million and 98.8% year on year Mainly due to the non-public offering of shares over the same period last year, receive raised funds. II. The progress of significant events and influence, as well as the analysis and explanation on resolving proposal. √ Applicable □ Not applicable The processing on cooperation with Nitto Denko and changing of use of fund raised. Due to the quick changing of panel display industry's end-product, the original planed expanding of TFT-LCD polaroid market have changed a lot, there will be no expected economic benefits if we continue to implement the project planed. Our company held the fifth meeting of sixth session of board of directors on March 7, 2014, reviewed and passed the Proposal About Changing Of The Use Of Raised Fund. The company planed to adjust the product technology and equipment selection program, that would be Changing the original project into combined the construction of TFT-LCD and AMOLED polaroid second phase renovation project(6# product line), cooperation with leading company of Nitto Denko to produce new products in polaroid industry to meet the demand in panel market in the future(details please refer to Announcement No.:2014-12). On March 27,2014, the proposal was presented to first meeting of the temporary general meeting of stockholders to consider, because its holding company of Shenzhen Investment Holdings Co.,Ltd. was seeking transferee to plan a transfer its part shares at that time, the shareholders considered that it is inappropriate to consider significant corporate matters in general meeting and abstained in the vote, the proposal was not passed(details please refer to Announcement No.: 2014-21). The construction project was suspended, and it can't achieve the planned progress. During the reporting period, the Company discussed and negotiated with Nitto Denko on the new cooperation ways and cooperation plans to built a more closed cooperation relationship based on the earlier stage technology cooperation negotiation, but did not reach a agreement, so it is temporarily unable to carry out project implementation materially. We will continued to talk to Nitto Denko on the new cooperation ways and plans and prepare relating alternative offers. Due to the changing of original planed fund in the process of investment project construction, the second phase of funds investment was also not reached the scheme. 8 深圳市纺织(集团)股份有限公司 2014 年第三季度报告正文 Description of the website for Description of provisional announcement Date of disclosing disclosing provisional announcements Resolutions of the 5th Meeting of the Sixth Board of AnnouncementNo.:2014-12 Directors examine and approve the Proposal of Usage March 11, 2014 (http://www.cninfo.com.cn) Adjustment of Raised Funds. Resolutions of the first provisional shareholders’ general AnnouncementNo.:2014-21 meeting in 2014 did not examine and approve the March 28, 2014 (http://www.cninfo.com.cn) Proposal of Usage Adjustment of Raised Funds. 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. √ Applicable □ Not applicable Time of Commitm making Period of Fulfillm Commitment Contents ent maker commitme commitment ent nt 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 the future, and the decrease of the shares they hold Shenzhen Commitment reaches 5% within 6 months after the first Sustained Under Investment on share decrease, they will disclose an announcement and Fulfillm Holdings reform indicating the sale through the company within two effective ent Co., Ltd. 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 9 深圳市纺织(集团)股份有限公司 2014 年第三季度报告正文 The commitments during non-public issuanc e period 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 operations of Shenzhen Shenzhen Investment Holdings Co., Ltd. and its wholly Sustained Under Investment owned subsidiaries, subsidiaries under control or and Fulfillm Holdings other companies that have actual control of it effective ent Co., Ltd. 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 Commitments necessary for Shenzhen Investment Holdings Co., made upon Ltd. and its wholly owned subsidiaries, issuance subsidiaries under control or other companies that have actual control of it and Shenzhen Textile, Shenzhen Textile shall have priority. The commitments during non-public issuanc e period 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 Shenzhen Holdings and its share-holding subsidiaries or Sustained Under Investment other enterprises owned the actual control rights and Fulfillm Holdings can't be directly and indirectly on behalf of any effective ent Co., Ltd. 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. 10 深圳市纺织(集团)股份有限公司 2014 年第三季度报告正文 If there will be the situation of inter-industry competition with Shenzhen Textile for Shenzhen Investment Holdings and its share-holding subsidiaries or other enterprises owned the actual control rights in the future, Shenzhen Investment Holdings will promote the related enterprises to avoid the inter-industry competition through the transfer of equity, assets, business and other ways. 4. Above commitments will be continuously effective and irrevocable during Shenzhen Investment Holdings as the controlling shareholder of Shenzhen Textile or indirectly controlling Shenzhen Textile. 36 months from the Shenzhen Refer to the Announcement of Approval of listing day Under Investment Application for Private Issue of Shares that issued March 25, of new Fulfillm Holdings by the Board of Directors of Shenzhen Textile 2013 shares, i.e., ent Co., Ltd. (Holdings) Co., Ltd.(No.:2013-12) March 26, 2013 Other commitments made to minority shareholders Executed Yes timely or not? Detailed person for failing to Not applicable execute and the next plan IV.Prediction of Business performance for 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 Year beginning to end of Same period Increase or decrease% next report period of the 11 深圳市纺织(集团)股份有限公司 2014 年第三季度报告正文 previous year Estimated amount of accumulative net -11,500 -- -9,500 4,722 Decrease 344.00% -- 301.00% profit(RMB’0000) Basic earnings per shares -0.23 -- -0.19 0.10 Decrease 330.00% -- 290.00% (Yuan/share) The company of the expected a loss of about RMB 95 million- RMB 115 million in 2014, The major reasons were: 1, foreign polaroid manufacturers increased the exploition of China's markets and led to intensifying market competition with low prices; 2, decreased orders led to low operating ratio and higher unit cost; 3, Notes to forenotice of currently,there was only one wide -range product line, frequently product transitions earnings led to unstable good product rate , and lower product gross profit rate. Compared with RMB 47.22 million profit at the same period last year, except incomes from the transfer shares of Shenzhen Jinlan Decorative Supplies Industrial Co. Ltd and incomes from sold of financial assets, this year's losses on polaroid business were decreased. V. Investment in Securities √ Applicable □ Not applicable Number Shareho Shareho of Number lding lding Book shares of proporti proporti balance Initial held at shares Gain.los on at the on at the at the Short investm the held at s of the Account Sauce Security Security beginnin end of end of form of ent beginnin the end reportin ing of the category code g of the the the security cost(RM g of the of the g period items shares reportin reportin reportin B) reportin reportin (RMB) g g g period g g period period( period( (RMB) period(s (shares) %) %) hares) Financia Victor l assets 11,356,6 3,744,59 1,722,79 17,985,9 16,994,7 Legal Stock 000018 onward 2.21% 1.02% availabl 38.86 4 4 69.36 63.49 shares A e for sale Debt Financia restruct l assets 9,847,59 7,836,57 uring Stock 000030 Fawer 985,733 0.34% 985,733 0.34% 0.00 availabl 8.31 7.35 repaym e for ent of s sale hares 12 深圳市纺织(集团)股份有限公司 2014 年第三季度报告正文 21,204,2 4,730,32 2,708,52 25,822,5 16,994,7 Total -- -- -- -- 37.17 7 7 46.71 63.49 Disclosure date of the board announcement on March 11, 2014 approval of the securities investment Disclosure date of the general meeting announcement on approval of the securities investment (if any) State of holding stocks of other PLCs □ Applicable √ Not applicable The Company was not holding any stock of other PLCs as of the end of report period. VI. Derivative investment □ Applicable √ Not applicable There is no derivative investment during the report period. VII. The registration form of acceptance of investigation, communication and interview in the report period for future reference □ Applicable √ Not applicable The Period has no research, communication and written inquiry from the investors in the report period. VIII. Other items in the report period The company had 31 odd lots when implemented interests distribution before that have been registered to a specified account of China Securities Depository and Clearing Co.,Ltd. Shengzhen Branch(it will be called Depository Company hereafter). To resolute of the odd lots historically, according to the provisions of CSRC, the odd lots would belong to all shareholders. The company signed a agreement that is Listed Company Entrust Depository Company To Sale Odd Lots with the Depository Company in July 2014 to entrust and sell the odd lots. The odd lots were sold in September, 2014 and the net sold income was RMB 279.31 that was belong to Listed Company. The Board of Directors of Shenzhen Textile (Holdings) Co., Ltd. October 28, 2014 13