Shenzhen Textile(Holdings) Co., Ltd The Third Quarterly Report 2016 Stock code: 000045,200045 Stock Abbreviation: Shen Textile A,Shen Textile B Announcement No.: 2016-51 Shenzhen Textile (Holdings) Co., Ltd. The Third Quarterly Report 2016 1 Shenzhen Textile(Holdings) Co., Ltd The Third Quarterly Report 2016 I. 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. Mu Linying, 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. 2 Shenzhen Textile(Holdings) Co., Ltd The Third Quarterly Report 2016 II.Main financial data and changes of shareholders I.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) 2,777,417,478.69 2,969,394,978.70 -6.47% Net assets attributable to the shareholders of the listed company 2,121,967,996.35 2,174,569,545.55 -2.42% (RMB) Increase/decrease over Between beginning of Changed (%)over Reporting period the same period of last the year to the end of end of prev. year year(%) the report period Operating income(RMB) 305,710,856.98 -5.08% 857,868,442.54 -9.03% Net profit attributable to the shareholders of the listed company -22,331,061.71 -1,403.38% -52,428,913.11 -948.00% (RMB) Net profit after deducting of non-recurring gain/loss attributable -28,728,256.10 -120.21% -61,106,934.45 -31.61% to the shareholders of listed company(RMB) Cash flow generated by business -- -- -48,557,775.49 -222.95% operation, net(RMB) Basic earning per -0.04 -1,233.33% -0.10 -1,100.00% share(RMB/Share) Diluted gains per -0.04 -1,233.33% -0.10 -1,100.00% share(RMB/Share)(RMB/Share) Weighted average income/asset -1.04% -0.97% -2.44% -2.72% ratio(%) In RMB Amount (Year-beginning to Items Notes the end of the report period.) Non-current asset disposal gain/loss(including the write-off part -13,688.95 for which assets impairment provision is made) 3 Shenzhen Textile(Holdings) Co., Ltd The Third Quarterly Report 2016 Govemment subsidy recognized in current gain and loss(excluding those closely related to the Company’s business 3,330,021.35 and granted under the state’s policies) Other non-business income and expenditures other than the above 5,361,871.03 Less:Amount of influence of income tax 182.09 Total 8,678,021.34 -- 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. 4 Shenzhen Textile(Holdings) Co., Ltd The Third Quarterly Report 2016 II.Total Shareholders and Shares Held by Top Ten Shareholders at the End of the Reporting Period 1. About Total Common Shareholders, Total Preference Shareholders with the Voting Power Recovered and the Shares Held by Top Ten Common Shareholders In shares Total preference shareholders Total number of common with the voting power 32,431 0 shareholders at the period-end recovered at the end of the reporting period(if any) Shares held by the top 10 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 Holdings Co., person Ltd. Qianhai Life Domestic non insurance Co., State-owned 4.02% 20,384,816 Ltd.-Self funds Legal person Huatai Portfolio Shenzhen Shenchao State-owned Technology 3.18% 16,129,032 Legal person Investment Co., Ltd. Anhui Guofu Industrial Domestic non Investment Funds State-owned 0.73% 3,708,341 Mangement Co., Legal person Ltd. Domestic Nature He Zhu 0.67% 3,382,468 person MORGAN STANLEY & Overseas legal CO. 0.57% 2,900,814 person INTERNATION AL PLC 5 Shenzhen Textile(Holdings) Co., Ltd The Third Quarterly Report 2016 Domestic Nature Sun Huiming 0.48% 2,443,526 person Domestic Nature Xia Keyun 0.48% 2,412,192 person Shanghai Chujiang Domestic non Enterprise State-owned 0.40% 2,050,000 Development Legal person Co., Ltd. Beijing Shen Zhou Mu Investment Fund Domestic non Management State-owned 0.36% 1,831,100 Co., Ltd.- Legal person Hongyan Shenzhoumu Fund Shares held by the Top 10 Shareholders of Non-restricted shares Share type Shareholders’ Names Number of the non-restricted shares held Share type Quantity Shenzhen Investment Holdings Co., RMB Common 234,069,436 234,069,436 Ltd. shares Qianhai Life insurance Co., Ltd.- RMB Common 20,384,816 20,384,816 Self funds Huatai Portfolio shares Shenzhen Shenchao Technology RMB Common 16,129,032 16,129,032 Investment Co., Ltd. shares Anhui Guofu Industrial Investment RMB Common 3,708,341 3,708,341 Funds Mangement Co., Ltd. shares RMB Common He Zhu 3,382,468 3,382,468 shares Foreign shares MORGAN STANLEY & CO. placed in 2,900,814 2,900,814 INTERNATIONAL PLC domestic exchange Foreign shares placed in Sun Huiming 2,443,526 2,443,526 domestic exchange RMB Common Xia Keyun 2,412,192 2,412,192 shares 6 Shenzhen Textile(Holdings) Co., Ltd The Third Quarterly Report 2016 Shanghai Chujiang Enterprise RMB Common 2,050,000 2,050,000 Development Co., Ltd. shares Beijing Shen Zhou Mu Investment RMB Common Fund Management Co., Ltd.- 1,831,100 1,831,100 shares Hongyan Shenzhoumu Fund Shenzhen Shenchao Technology Investment Co., Ltd. is a wholly-owned subsidiary of Shenzhen Investment Holding Co., Ltd. and a person taking concerted action. Except this, the Explanation on shareholders Company did not whether there is relationship between the top ten shareholders holding participating in the margin trading non-restricted negotiable shares and between the top ten shareholders holding non-restricted business 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. Participation of top 10 unconditional common share The Company Shareholder He Zhu holds 3,382,468 shares of the Company through stock shareholders in securities margin account with credit transaction and guarantee of Everbright Securities Co.,Ltd. trading (if any) 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 7 Shenzhen Textile(Holdings) Co., Ltd The Third Quarterly Report 2016 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 closing balance of Note receivable is RMB 42.7915 million, increased by 127.11% compared with the beginning of the year,Its is mainly because clients purchase with bank acceptance; 2.The closing balance of advance payment is RMB15.0037 million, increassed by 91.04% compared with the beginning of the year, Mainly due to advance payment of the project contruction of NO.6 line; 3.The closing balance of interest receivable is RMB7.5375 million ,decreased by 75.12% compared with the beginning of the year,Mainly due to the receipt of structured deposit interest this period; 4. Other account receivable is RMB58.9911 million, increased by 30.70% compared with the beginning of the year, Mainly due to the increase in deposit and margin for the current period; 5.Real estate investment is RMB 180.9673 million, increased by 34.66% compared with the beginnin of the year, Mainly due to the completion of Guanhua Building carried forward; 6.Short-term borrowing is RMB10.12 million,decreased by 81.21% compared with the beginning of the year, Mainly due to reduce the Yen bill payment; 7.Taxes payable is RMB4.6461 million ,decreased by 68.36% compared with the beginning of the year, Mainly due to the final settlement of income tax; 8. Retained earnings is RMB -43.2628 million, decreased by 571.98% compared with the beginning of the year, Mainly due to the current loss; 9. Business tax and surcharges is RMB3.8037 million , decreased by 30.87% over the same time last year, Mainly due to change camp; 10. The financial expenses is RMB9.7650 million,increased by 199.14% over the same time last year,Mainly due to the increase in exchange losses; 11.Investment income is RMB4.1090 million, decreased by 91.58% over the same time last year,Mainly due to the decrease in the investment income from the sale of available-for-sale financial assets; 12. Non-business expenses is RMB 8.7083 million ,decreased by 55.54% over the same time last year,Mainly due to the reduction of government subsidies; 13.Income tax expenses is RMB7.6828 million, decreased by 60.65% over the same time last year,Mainly due to the reduction of taxable income; 14. Cash flow from the business activities is RMB-48.5578 million, decreased by RMB 88.0508 million over the same time last year, Mainly due to the current deposit and deposit increased; 15. Cash flow generated by investment is RMB 24.0122 million, increased by RMB 448.0023 million over the same time last year、Mainly due to the maturity of the deposits of current structure due; 16. Cash flow generated by financing is RMB -77 million, decreased by RMB54.90 million over the same time last year, Mainly due to the decrease in the yen denomination. 8 Shenzhen Textile(Holdings) Co., Ltd The Third Quarterly Report 2016 II. The progress of significant events and influence, as well as the analysis and explanation on resolving proposal. √ Applicable □ Not applicable I. The company planning a major asset restructuring 1. On the evening of August 3, 2016, the company received a notice from the company’s controlling shareholder-Shenzhen Investment Holding Co.,Ltd, which plans an item that constitutes a major event to the company. As there is uncertainty about such matter, for better protecting the investor’s interests and ensuring the fair information disclosure and avoiding the abnormal fluctuation to the company’s stock, the suspension of the company’s stock trading commenced from the date of August 4, 2016. On August 17, 2016, it’s confirmed that the afore-said major event constitutes a major asset restructuring, so the suspension of the company’s stock trading continues from August 18, 2016 but with the reason of major asset restructuring. Refer to Company Announcement No. 2016-23 and No. 2016-25 at JuChao information network (http://www.cninfo.com.cn) 2. Because of this major asset restructuring involving many matters and having a heavy workload, adding the transaction scheme still needs a further demonstration and communication, so for better protecting the investor’s interests and avoiding the abnormal fluctuation to the company’s stock, the suspension of the company’s stock trading, after being approve by Shenzhen Stock Exchange, will continue from the date of September 19, 2016. Refer to Company Announcement No. 2016-36 at JuChao information network (http://www.cninfo.com.cn) 3. During the suspension period, the company disclosed the progress information of the relevant matter in every five trading days in strict compliance with the relevant laws and regulations. To the end of the reporting period, the company and the independent financial adviser has been actively working with all the parties to promote all the work of the major asset restructuring, including the communication and demonstration of the scheme of this major asset restructuring, the cooperation with the intermediary for its due diligence, and the consultation for the agreement contents of the framework of the major restructuring. 4. As of the disclosure date of this report, the Proposal on Application for a Continuing Suspension for the Company’s Stock Trading due to the Major Asset Restructuring was examined and approved in the twenty-eighth meeting of the six session of board of directors. After the application was approved by Shenzhen Stock Exchange, the suspension of the company’s stock trading continues from the date of October 19, 2016, but the suspension period shall not exceed 3 months (till to the day before November 3, 2016)calculated from the initial suspension date. Meanwhile, the Proposal on Convening a General Shareholders’ Meeting to Deliberate the Relevant Matters about the Continuing Suspension was approved, so the company will convene the 2016 First general shareholders’ meeting on November 3, 2016 to deliberate the continuing suspension matter for the major asset restructuring. After such proposal being approved in the provisional general shareholders’ meeting, the company will make an application of a continuing suspension of the company’s stock trading from November 4, 2016 to Shenzhen Stock Exchange, with a continuing suspension period not more than three months and the total suspension period no more than 6 months (till to the day before February 3,2017) calculated from the initial suspension date. On October 17, the company signed the Framework Agreement for the Major Asset Restructuring with TCL Corporation. Refer to Company Announcement No.2016-46, No.2016-47, No.2016-48 and No.2016-49 at JuChao information network (http://www.cninfo.com.cn) II.The item of the company’s subsidiary-Shengbo Optoelectronic Co.,Ltd’s open introducing of strategic investors 1. In order to solve the current operational difficulties of Shengbo Optoelectronic Co.,Ltd(hereinafter referred to as Shengbo Optoelectronic) and enhance its technological level, management level and its profitability, the company started the work to introduce strategic investors for Shengbo Optoelectronic Co.,Ltd. By introducing the industrial resource-based strategic investors, enriching and expanding the upstream and downstream industry 9 Shenzhen Textile(Holdings) Co., Ltd The Third Quarterly Report 2016 chain, the overall competiveness of Shengbo Optoelectronic shall be further improved; meanwhile, the company shall fully utilize the advantages of mixed ownership to excite the inner vitality. It was planned that the shareholding ratio of the introduced strategic investors will be 40%. Such item was, after the audit, assessment and the appropriate reviewing process performed, publicly listed on Shenzhen United Property Exchange on July 11, 2016, with the duration of 40 working days that would expire on September 2.Refer to Company Announcement No.2016-19, No.2016-20 and No.2016-21 at JuChao information network (http://www.cninfo.com.cn) 2. As of September 2, 2016 the expiration date of the announced period, the item of increasing capital and getting 40% equity accordingly of Shengbo Optoelectronic has got the investment intention of one investor which is Hangzhou Jinjiang Group Co., Ltd(hereinafter referred to as Jinjiang Group). It’s agreed that Jinjiang Group sets up a limited partnership company as the main body of increasing capital to subscribe the stake of Shengbo Optoelectronic with the amount of RMB 1352.64 million and obtain 40% stake of Shengbo Optoelectronic after the completion of the capital increase. According to the rules of property rights transaction, the company will negotiate and sign the Agreement on Increasing Stock by Corporate Capital Increase with the limited partnership company set by Jinjiang Group, and the follow-up related formalities will be handled. Refer to Company Announcement No.2016-40 at JuChao information network (http://www.cninfo.com.cn)As of the disclosure date of this report, the establishment of the limited partnership company controlled by Jinjiang Group has not been completed. III.The progress about the second phase of the No.6 line project of TFT-LCD polarizer During the reporting period, the second phase of the No.6 line project has been proceeded as planned, for instance, part of the host equipment has completed the manufacturing, 65% of engineering work for purification and decoration and the related projects has been completed and the technological and commercial exchange of the installation and the second matching engineering of the host equipment is proceeding. Description of the website for Overview of material matters Date of disclosing disclosing provisional announcements (www.cninfo.com.cn),Announcement August 5,2016 No.:2016-23 (www.cninfo.com.cn),Announcement The company planning a major asset August 18,2016 No.:2016-25 restructuring (www.cninfo.com.cn),Announcement September 19,2016 No.:2016-36 (www.cninfo.com.cn),Announcement October 18,2016 No.:2016-46,2016-47,2016-48,2016-49. (www.cninfo.com.cn),Announcement The item of the company’s May 17,2016 No.:2016-19 subsidiary-Shengbo Optoelectronic (www.cninfo.com.cn),Announcement Co.,Ltd’s open introducing of strategic July 2,2016 No.:2016-20 investors (www.cninfo.com.cn),Annoumcement July 2,2016 No:2016-21 10 Shenzhen Textile(Holdings) Co., Ltd The Third Quarterly Report 2016 (www.cninfo.com.cn),Announcement September 21,2016 No.:2016-40 III . Commitments finished in implementation by the Company, shareholders, actual controll er, acquirer, directors, supervisors, senior executives or other related parties in the reporting period and commitments unfinished in implementation at the end of the reporting. .√ Applicable □ Not applicable Time of Commitment Period of Commitment Type Contents making Fulfillment maker commitment commitment As Shenzhen Investment Holdings Co., Ltd., the controlling shareholder of the company, committed when the restricted-for-s ale shares from the shares restructuring Shenzhen were listed for Share Investment circulation in August 4, Sustained and Under Commitment on share reform reduction Holdings Co., the market: i. 2006 effective Fulfillment commitment Ltd if they plan to sell the shares through the securities exchange system in the future, and the decrease of the shares they hold reaches 5% within 6 months after the first decrease, they will disclose 11 Shenzhen Textile(Holdings) Co., Ltd The Third Quarterly Report 2016 an 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” a nd 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., Commitments Ltd. signed a on horizontal Shenzhen “Letter of competition, Investment Commitment October 9, Sustained and Under Commitments made upon issuance related Holdings Co., and Statement 2009 effective Fulfillment transaction Ltd. on Horizontal and capital Competition occupation Avoidance” when the company 12 Shenzhen Textile(Holdings) Co., Ltd The Third Quarterly Report 2016 issued non-public stocks in 2009. Pursuant to the Letter of Commitment and Statement, Shenzhen Investment Holdings Co., Ltd. and its wholly owned subsidiary, subsidiaries under control or any other companies that have actual control of it shall not be involved in the business the same as or similar to those Shenzhen Textile currently or will run in the future, or any businesses or activities that may constitute direct or indirect competition with Shenzhen Textile; if the operations of Shenzhen Investment Holdings Co., Ltd. and its 13 Shenzhen Textile(Holdings) Co., Ltd The Third Quarterly Report 2016 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 14 Shenzhen Textile(Holdings) Co., Ltd The Third Quarterly Report 2016 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, Commitments currently on horizontal Shenzhen hasn't the competition, Investment production July 14, Sustained and Under related Holdings Co., and business 2012 effective Fulfillment transaction Ltd. activities of and capital inter-industry occupation competition with Shenzhen Textile or its share-holding subsidiary. 2. Shenzhen Investment Holdings and its share-holding subsidiaries or other enterprises owned the 15 Shenzhen Textile(Holdings) Co., Ltd The Third Quarterly Report 2016 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 16 Shenzhen Textile(Holdings) Co., Ltd The Third Quarterly Report 2016 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 17 Shenzhen Textile(Holdings) Co., Ltd The Third Quarterly Report 2016 Textile. Commitment t o non-public o ffering during the second pha se project of S Shenzhen hen Textile sh Investment Share limited ares subscribe March 25, Has been 2016-03-25 Holdings Co., commitment d lock handle, 2013 Fulfilled Ltd. locking Shen Textile non-pu blic offering o n the stock ma rket of 36 mon ths. Equity incentive commitment Other commitments made to minority shareholders Executed timely or not? Yes If the commitments failed to complete the execution when expired, should specifically explain the reasons of None unfulfillment and the net stage of the working plan IV.Prediction of Business performance for 2016 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 □ Applicable √Not applicable No Securities investment in period VI. Investment in derivatives □ Applicable √Not applicable There is no derivative investment during the report period. 18 Shenzhen Textile(Holdings) Co., Ltd The Third Quarterly Report 2016 VII. Registration form of such Activities as Reception, Research, Communication, Interview in the Reporting Period √Applicable □Not applicable Reception time Way of reception Types of visitors Basic index To know more about the situation of polarizer industry and the situation of the company’s production and operation, please see details in “Log of Investor July 25,2016 Onsite investigation Organization Relation Activities” posted on the interactive platform of investor relation on July,25, 2016.(No:2016-02) VIII. Outward Guarantee against the Regulations □ Applicable √ Not applicable The Company had no guarantee outside against the regulation in the reporting period. IX. Non-operational Occupancy of the Company’s Capital by the Controlling Shareholder and its Related Parties □ Applicable √ Not applicable The Company had no non-operational fund occupation from controlling shareholders and its related party. The Board of Directors of Shenzhen Textile (Holdings) Co., Ltd. October 27,2016 19