深圳市纺织(集团)股份有限公司 2015 年第一季度报告正文 Stock code: 000045,200045 Stock Abbreviation: Shen Textile A ,Shen Textile B Announcement No: 2015-23 Shenzhen Textile (Holdings) Co., Ltd. The First Quarterly Report 2015 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. Zhu Jun, 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. 1 深圳市纺织(集团)股份有限公司 2015 年第一季度报告正文 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) 302,735,429.91 220,802,549.07 37.11% Net profit attributable to the shareholders 4,339,711.63 -10,972,224.82 139.55% of the listed company(RMB) Net profit after deducting of non-recurring gain/loss attributable to the shareholders of -19,099,161.16 -19,917,020.21 4.11% listed company(RMB) Cash flow generated by business operation, 42,290,099.22 -2,642,086.07 1,700.63% net(RMB) Basic earning per share(RMB/Share) 0.0086 -0.0217 139.63% Diluted gains per 0.0086 -0.0217 139.63% share(RMB/Share)(RMB/Share) Weighted average return on equity 0.20% -0.48% 0.68% (%) Changes of this period-end End of this period End of last period over same period-end of last year(%) Gross assets(RMB) 2,887,077,347.81 2,822,783,501.87 2.28% Net assets attributable to the shareholders 2,183,521,543.53 2,196,249,248.26 -0.58% 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 the end of the report period.) Non-current asset disposal gain/loss(including the write-off part for -13,625.10 which assets impairment provision is 2 深圳市纺织(集团)股份有限公司 2015 年第一季度报告正文 made) Phase II special subsidies for renovation and expa nsion of RMB 300,000; Phase II expansion financ ial interest of RMB 60,486.12; Development and Reform Commission research grant of RMB 1,977 ,495; Finance Committee Pingshan project grant o f RMB 324,999.99; Finance Committee grants R Govemment subsidy recognized in MB 125,000.01 of new materials; imported equip currentgain and loss(excluding those ment and technology grants of RMB 43,772.55; N closely related to the Company’s 3,216,950.71 DRC strategic emerging industry projects matchin business and granted under the state’s g funds of RMB 12,500.01; Shenzhen to encourag policies) e the introduction of advanced technology importe d capital funding of RMB 3,597.03; innovation le vel enterprise technical centers special reward fun d of RMB 300,000; Futian District Finance Comm ittee industrial development fund of RMB 63,000 and RMB 6,100 booths grants. Gain/loss from change of fair value of transactional financial asset and liabilities, and investment gains from disposal of transactional financial assets 26,963,153.69 and liabilities and sellable financial assets other than valid period value instruments related to the Company’s common businesses. Other non-operating income and expenditure except for the 13,034.19 aforementioned items Less: Amount of influence of income 6,740,640.70 tax Total 23,438,872.79 -- 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 None of Non-recurring gain /loss items recorgnized as recurring gain /loss/itesm 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 2015 年第一季度报告正文 (II) Total number of shareholders at the period-end and shareholdings of top 10 shareholders 1. Total number of common shareholders at the period-end and shareholdings of top 10 common shareholders In shares Total number of common 20,819 shareholders at the period-end Shareholdings of top 10 common 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 51,457,976 Holdings Co., Ltd. person Shenzhen Shenchao State-owned Technology 3.18% 16,129,032 0 Legal person Investment Co., Ltd. Foresea life Insurance -Self assets Huatai Other 3.04% 15,407,744 0 Combination Anhui Guofu Industry Domestic non Investment Fund State-owned 0.73% 3,708,341 0 Management Co., Ltd. Legal person Domestic non Nanchong Baolin State-owned 0.52% 2,646,747 0 Trade Co., Ltd. Legal person China Foreign Economy and Trade Trust Co., Ltd.- Other 0.46% 2,340,065 0 Yunfeng Securities Investment Trust Plan Domestic Nature Sun Huiming 0.39% 1,996,347 0 person Domestic Nature Na Yingxu 0.37% 1,863,500 0 person Domestic Nature Ruan Xingguan 0.36% 1,833,625 0 person Domestic Nature Huang Guangwei 0.34% 1,743,400 0 person Shareholding of top 10 shareholders of unrestricted shares 4 深圳市纺织(集团)股份有限公司 2015 年第一季度报告正文 Quantity of unrestricted shares held at the Share type Name of the shareholder end of the reporting period Share type Quantity Shenzhen Investment Holdings Co., Ltd. 182,611,460 RMB Common shares 182,611,460 Shenzhen Shenchao Technology 16,129,032 RMB Common shares 16,129,032 Investment Co., Ltd. Foresea life Insurance-Self assets Huatai 15,407,744 RMB Common shares 15,407,744 Combination Anhui Guofu Industry Investment Fund 3,708,341 RMB Common shares 3,708,341 Management Co., Ltd. Nanchong Baolin Trade Co., Ltd. 2,646,747 RMB Common shares 2,646,747 China Foreign Economy and Trade Trust Co., Ltd.-Yunfeng Securities Investment 2,340,065 RMB Common shares 2,340,065 Trust Plan Foreign shares placed Sun Huiming 1,996,347 1,996,347 in domestic exchange Na Yingxu 1,863,500 RMB Common shares 1,863,500 Ruan Xingguan 1,833,625 RMB Common shares 1,833,625 Huang Guangwei 1,743,400 RMB Common shares 1,743,400 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. The Company Shareholder Ruan Xingguan holds 0 shares through ordinary stock Participation of top 10 unconditional account. holds 1,833,625 shares of the Company through stock account with credit common share shareholders in securities transaction and guarantee of CITIC Securities(Zhejiang) Co., Ltd.,The total amount is margin trading (if any) 1,833,625 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. (2) Total number of preferred shareholders and shareholding of top 10 preferred shareholders by the end of the report period □ Applicable√ Not applicable 5 深圳市纺织(集团)股份有限公司 2015 年第一季度报告正文 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.The ending balance of Advance payment increased by RMB 46.7772 million and 172.77% over beginning of period mainly due to the increase of the main point is close to the end of the export trade volume of business; 2.The ending balance of other account receivable decreased by RMB 19.6736 million and 47.02% over beginning of period mainly due to foreign exchange export tax rebates; 3. The ending balance of short term loan decreased by RMB 18.8113 million and 76.23% over beginning of period mainly due to the return of working capital borrowings; 4. The ending balance of account payable increased by RMB55.5998 million and 36.33% over beginning of period mainly due to increase the procurement of raw materials and purchased goods to meet the payments; 5. The ending balance of advance receivable increased by RMB49.7314 million and 120.90% over beginning of period mainly due to the increase of the main point is close to the end of the advance payment of export trading business; 6. The ending balance of deferred income tax liabilities decreased by RMB5.7052 million and 54.04% over beginning of period mainly due to the primarily for sale available for sale financial assets transferred out of deferred tax liabilities; 7. The ending balance of other comprehensive income decreased by RMB17.0674 million and 51.12% over beginning of period mainly due to the primarily for sale available for sale financial assets transferred out previously recognized in other comprehensive income in profits; 8. The ending balance of Undistributed profit increased by RMB4.3397 million and 63.77% over beginning of period mainly due to increase in net profit attributable to shareholders of the parent company's; 9. Operating income in current period increased by RMB 81.9329 million and 37.11% year on year, mainly due to sales growth of Polaroid; 10. Operating cost in current period increased by RMB 94.0512 million and 47.9% year on year, mainly due to the increase in cost of sales of Polaroid traffic growth; 11. Administrative expenses in current period decreased by RMB 18.4072 million and 46.7% year on year mainly due to decrease of research and development expenses; 12. Financial expenses in current period decreased by RMB1.1241 million and 37.59% year on year mainly due to reduce foreign exchange losses the company to cope with the yen-denominated debt arising; 13. Impairment loss of assets in current period increased by RMB10.2814 million and 603.22% year on year mainly due to Polaroid is mainly finished products and raw material costs are lower than the net realizable value impairment losses; 14. Investment Income in current period increased by RMB19.7019 million and 231.15% year on year mainly due to the sale of available for sale financial assets increased investment income; 15. The net cash flows from operating activities in current period increased by RMB44.9322 million and 6 深圳市纺织(集团)股份有限公司 2015 年第一季度报告正文 1700.63% year on year mainly due to strengthen procurement management, cash outflow due to the purchase of goods paid for reduction; 16. The net cash flows from investing activities in current period decreased by RMB171.1291 million and 89.73% year on year mainly due to reduce structured deposits and withdraw money from disposal of subsidiary shares; 17. The net cash flows from financing activities in current period decreased by RMB36.3867 million and 209.23% year on year mainly due to increase in working capital due to repayment of loans. II. The progress of significant events and influence, as well as the analysis and explanation on resolving proposal. √ Applicable□ Not applicable (1) During the reporting period, for the "grasp principal, make every effort to cut losses," the business objectives set at the beginning, the company through its own efforts and cooperation with Taiwan special forces company combined with improved technology, improve yields, reduce losses, improve management, with ERP management system to achieve a cost-control measures refinement and precision. Currently TV production class Polaroid product yield steady at more than 90%, finished products imported 1 machine during the reporting period, 2 new panels customer's product certification. (2) On Fubruary 12, 2014, The “Cooperation Framework Agreement” signed on cooperation in polarizer between Shengbo Optoelectronic, the subsidiary of the company, and Ntto Kogyo,On February 3, 2015, in view of the purpose of “Cooperation Framework Agreement” unavailable to be achieved, Shengbo Optoelectronic and Ntto Kogyo have signed “Agreement on Termination of Contract” after the negotiation. Due to “Cooperation Framework Agreement” failed to implement arising from no approval from the shareholders’ meeting, there is no significant impact on production and operation. Meanwhile, the company originally plans to conduct polarizer production through the technology cooperation with Ntto Kogyo , and intends to change the original plan on the purpose to fund-raising of Project II of polarizer with TFT-LCD (please refer to Announcement 2014-14), which are all terminated. Given the current market environment has changed, the report period, according to the latest industry trends, ongoing and related equipment manufacturers, suppliers and downstream customers, such as the pre-exchange technology, markets, products, and other aspects of the project to re-demonstration . (3) On March 6, 2015,The company received the No.28 respondent notice issued by Shenzhen Intermediate People's Court (2014) Foreign legislation, the plaintiff association of Hong Kong Xieli Automobile Co., Ltd liability disputes has been formally accepted. The company as the first defendant, Shenzhen Xieli Automobile Co., Ltd. was the second defendant. The plaintiff requested: 1, the economic loss of tort liability by the total amount of RMB 31.8579 million ; 2, the second defendant involved in joint liability of the amount of compensation; 3, the litigation fee paid by two co-defendants. Currently the case was in process, the company temporarily unable to determine the impact of the litigation on the company's profit in current or future period. Description of the website for disclosing provisional Description of provisional announcement Date of disclosing announcements http://www.cninfo.com.cn)and Securities times, China Announcement of Subsidiaries cooperatio Securities Journal, Shanghai Securities n framework agreement on the lifting February 6,2015 News ,Securities Daily and Hongkong Commercial Daily on February 6, 2015 7 深圳市纺织(集团)股份有限公司 2015 年第一季度报告正文 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 Commitmen Commitment Period of Contents making Fulfillment t 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 Commitmen the future, and the decrease of the shares they hold Investment August 4, Continuousl Under t on share reaches 5% within 6 months after the first decrease, they Holdings Co., 2006 y valid Fulfillment reform will disclose an announcement indicating the sale through Ltd. 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. Commitmen t in the acquisition report or the report on equity changes Commitmen t 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 Commitmen Shenzhen Statement, Shenzhen Investment Holdings Co., Ltd. and ts made Investment its wholly owned subsidiary, subsidiaries under control or October 9, Sustained Under upon Holdings Co., any other companies that have actual control of it shall 2009 and effective Fulfillment issuance Ltd. 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. 8 深圳市纺织(集团)股份有限公司 2015 年第一季度报告正文 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. 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, Shenzhen contract, lease, etc., and ensure not to use the controlling Investment July 14, Sustained Under shareholder's status to damage the legitimate rights and Holdings Co., 2012 and effective Fulfillment interests of Shenzhen Textile and other shareholders, or to Ltd. 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 Textile. Shenzhen Commitment to non-public offering during the second ph March 25, March 25, Under Investment ase project of Shen Textile shares subscribed lock handle, 2013 2016 Fulfillment Holdings Co., locking Shen Textile non-public offering on the stock ma 9 深圳市纺织(集团)股份有限公司 2015 年第一季度报告正文 Ltd. rket of 36 months. Other commitment s made to minority shareholders Executed timely or Yes not? Detailed person for failing to N/A execute and the next plan( If any) IV.Prediction of Business performance for January- June 2015 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. Securities investment √ Applicable □Not applicable Number Shareho of Shareho lding Number shares lding Book proporti of held at proporti balance Gain. Initial on at the shares the on at the at the loss of Stock investm beginni held at Account Security Stock beginni end of end of the Sauce of Abbreviat ent ng of the end ing category Code ng of the the reportin the shares ion cost(R the of the items the reportin reportin g period MB) reportin reportin reportin g g period (RMB) g g period g period( (RMB) period( (shares) period(s %) %) hares) Victor Financial 788,692.7 17,768,78 26,963,15 Legal Stock 000018 onward 1,722,794 1.02% 662,767 0.39% assets 3 3.27 3.69 shares A available 10 深圳市纺织(集团)股份有限公司 2015 年第一季度报告正文 for sale Financial 8,940,598 10,754,34 assets Debt equity Stock 000030 Fawer 985,733 0.34% 985,733 0.34% 0.00 .31 7.03 available for sale 9,729,291 28,523,13 26,963,15 Total 2,708,527 -- 1,648,500 -- -- -- .04 0.30 3.69 Disclosure date for the notice of January 17, 2015 approval by the Board (If any) Disclosure date for the notice of approval by shareholders’ February 4, 2015 Meeting (If any) VI. Shareholdings in other listed companies □ Applicable √ Not applicable No such cases in the reporting period. VII. Investments in derivatives □ Applicable √ Not applicable There is no derivative investment during the report period. VIII. 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. The Board of Directors of Shenzhen Textile (Holdings) Co., Ltd. April 29, 2015 11