Shenzhen Textile (Holdings) Co., Ltd. Summary of the Semi-Annual Report 2023
Stock code: 000045, 200045 Stock Abbreviation: Shen Textile A, Shen Textile B Announcement No.: 2023-34
Summary of the Semi-Annual Report 2023
I. Important notes
The abstract of this semi-annual report comes from the full text of the report. In order to fully understand the
company's operating results, financial situation, and future development plans, investors should carefully read
the full text of the report in the designated media of the China Securities Regulatory Commission.
Non-standard auditor’s opinion
□ Applicable √Not applicable
The profit distribution plan for ordinary shares or the plan for converting reserve funds into share capital during
the reporting period reviewed by the board of directors
□ Applicable √Not applicable
The Company has no plan of cash dividends carried out, bonus issued and capitalizing of common reserves
either.
Preliminary plan for profit distribution to the preference shareholders for the reporting period which has been
reviewed and approved at the board meeting
□ Applicable √Not applicable
II. Basic information about the company
1. Company profile
Stock abbreviation Shen Textile A, Shen Textile B Stock code 000045,200045
Stock exchange for listing Shenzhen Stock Exchange
Contact person and contact
Board secretary Securities affairs Representative
manner
Name Jiang Peng Li Zhenyu
6/F, Shenfang Building, No.3 6/F, Shenfang Building, No.3
Office Address Huaqiang North Road, Futian District, Huaqiang North Road, Futian District,
Shenzhen Shenzhen
Tel 0755-83776043 0755-83776043
E-mail jiangp@chinasthc.com lizy@chinasthc.com
2.Major accounting data and financial indicators
May the Company make retroactive adjustment or restatement of the accounting data of the previous years
□ Yes √ No
Reporting period Same period of last YoY+/-（%）
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Shenzhen Textile (Holdings) Co., Ltd. Summary of the Semi-Annual Report 2023
year
Operating income（RMB） 1,490,095,669.55 1,445,137,309.09 3.11%
Net profit attributable to the shareholders of the listed company
（RMB） 36,307,162.97 42,433,525.10 -14.44%
Net profit after deducting of non-recurring gain/loss attributable
to the shareholders of listed company（RMB） 27,687,326.61 34,970,975.47 -20.83%
Cash flow generated by business operation, net（RMB） 14,402,973.60 79,438,234.59 -81.87%
Basic earning per share(RMB/Share) 0.0717 0.0838 -14.44%
Diluted gains per share(RMB/Share)(RMB/Share) 0.0717 0.0838 -14.44%
Weighted average ROE(%) 1.27% 1.50% -0.23%
As at the end of the As at the end of last YoY+/-（%）
reporting period year
Total assets（RMB） 5,672,845,637.91 5,617,137,367.90 0.99%
Net assets attributable to shareholder of listed company
（RMB） 2,855,413,998.04 2,849,264,555.21 0.22%
3.Number of shareholders and shareholding
单位：股
Total number of common Total number of preferred
shareholders at the end of the 27,717 shareholders that had restored the voting right at the end of the 0
reporting period reporting period (if any) (note 8)
top ten shareholders
Proportion of Number of share
Number of shares Amount of
Shareholders Nature of shares held pledged/frozen
held at period - restricted shares
shareholder （%） State of
end held Amount
share
Shenzhen
Investment State-owned
46.21% 234,069,436 0
Holdings Co., legal person
Ltd.
Shenzhen 16,129,032
Shenchao
State-owned
Technology 3.18% 0
Legal person
Investment Co.,
Ltd.
Domestic Nature
Sun Huiming 1.26% 6,399,653 0
person
Zhangzhou
Xiaotian Domestic Non-
Venture State-owned 0.83% 4,188,800 0
Investment Co., Legal person
Ltd.
Domestic Nature
Su Weipeng 0.71% 3,580,000 0 Pledge 2,800,000
person
Domestic Nature
Chen Xiaobao 0.60% 3,056,484 0
person
Domestic Nature
Chen Zhaoyao 0.59% 2,990,300 0
person
China
Construction
Bank Co., Ltd－ Domestic Non-
Xinao new State-owned 0.50% 2,513,684 0
energy industry Legal person
equity securities
investment fund
Domestic Nature
Li Zengmao 0.48% 2,428,297 0
person
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Shenzhen Textile (Holdings) Co., Ltd. Summary of the Semi-Annual Report 2023
Domestic Nature
Peng Xun 0.33% 1,652,800 0
person
Among the top 10 common shareholders, Shenzhen Investment
Holdings Co., Ltd. and Shenzhen Shenchao Technology Investment
Co., Ltd. do not constitute a concerted party relationship. In addition,
Explanation on shareholders participating in the margin the company does not know whether there is an associated relationship
trading business among the top 10 ordinary shareholders, and between the top 10
ordinary shareholders 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 Company.
Top 10 shareholders including the special account for
None
repurchase (if any) (see note 10)
4.Change of the controlling shareholder or the actual controller
Change of the controlling shareholder in the reporting period
□ Applicable √ Not Applicable
There was no any change of the controlling shareholder of the Company in the reporting period.
Change of the actual controller in the reporting period
□ Applicable √ Not applicable
There was no any change of the actual controller of the Company in the reporting period.
5.Number of preference shareholders and shareholdings of top 10 of them
□ Applicable √ Not applicable
No preference shareholders in the reporting period
6.The status of bonds remaining on the date of approval of the semiannual report
□ Applicable √ Not applicable
III. significant events
1.Issue shares to purchase assets and raise supporting funds
According to the relevant regulations of Shenzhen Stock Exchange, upon the application of the company,
the shares of the company were suspended from trading on the morning of December 19, 2022. On December
30, 2022, the company held the nineteenth meeting of the Eighth Board of Directors and the thirteenth meeting
of the Eighth Board of Supervisors, and deliberated and passed the Proposal on the "Plan for Shenzhen Textile
(Group) Co., Ltd. to Issue Shares, Pay Cash to Purchase Assets and Raise Matching Funds and Related Party
Transactions" and Its Summary and other proposals related to this transaction. The company's shares resumed
trading on the morning of January 3, 2023. The Company intends to purchase 100% equity of Hengmei
Photoelectric Co., Ltd. by issuing shares and paying cash, and at the same time, it plans to raise matching funds
from non-public offering of shares to no more than 35 qualified specific targets (hereinafter referred to as "this
transaction"). This transaction constitutes a related party transaction and is expected to constitute a major asset
restructuring, but it does not constitute a restructuring and listing, nor will it lead to the change of the actual
controller of the company. This transaction is conducive to the company's strong alliance in the polarizer
industry, rapidly increasing the production scale of polarizers, optimizing the layout of industrial chain and
deepening the depth of technical reserves, making the company move towards a new level of high-quality
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Shenzhen Textile (Holdings) Co., Ltd. Summary of the Semi-Annual Report 2023
development. Meanwhile, this major asset restructuring is in line with the relevant development strategies of the
country and Shenzhen, and has positive significance for ensuring the security of the national new display supply
Since the disclosure of the transaction plan, the Company and the relevant parties have actively promoted
the audit, evaluation, due diligence and other work involved in this transaction. According to the requirements
of relevant laws and regulations, the Company shall convene the meeting of the board of directors before June
30, 2023 to consider the draft restructuring report and issue a notice of convening a general meeting of
shareholders. Since the validity period of the financial data of the target company of this transaction is about to
expire, the intermediary intends to conduct additional audits and supplementary due diligence, and the
Company still needs to communicate and negotiate the details of the transaction with the counterparty, there is
uncertainty as to whether to adjust the restructuring plan, therefore the Company can not disclose the draft
restructuring report plan and issue a notice of convening a general meeting of shareholders before June 30,
2023.After mutual consensus among all parties involved in the transaction, the Company will continue to
advancethis transaction.
For details, please refer to the Company's Announcement No. 2023-29 on CNINF
(http://www.cninfo.com.cn).
Presently, the Company is further communicating and negotiating the details of the transaction with the
counterparty, and coordinating with various intermediaries to carry out additional audit, assessment and
supplementary due diligence of the target company, as well as negotiating with the counterparty to determine
the transaction plan and perform the state-owned assets approval procedures. Upon completion of the relevant
work, the Company will reconvene the meeting of the Board of Directors to consider matters related to the
transaction, and the date of the announcement of the resolution of the Board of Directors will be used as the
pricing reference date for the shares to be issued for the transaction.
2. Disposal of assets of the joint venture company Shenzhen Xieli
Shenzhen Xieli Automobile Enterprise Co., Ltd. (hereinafter referred to as "Shenzhen Xieli") is a Sino
foreign joint venture established by the company and Hong Kong Xieli Maintenance Company in 1981, with a
registered capital of 3.12 million yuan. The company holds 50% of the equity. The company's operating period
ended in 2008 and its business license was revoked in 2014. The company's main assets are real estate. In
March 2020, Shenzhen Xieli Industrial and Commercial Co., Ltd. has been cancelled, but there are still three
properties under its name that need to be resolved through further negotiation between the shareholders of both
parties.
On July 26, 2021, the Company filed a complaint with the People's Court of Yantian District, Shenzhen
City, Guangdong Province to revoke the approval of cancelation of Shenzhen Xieli Automobile Enterprise Co.,
Ltd by the Shenzhen Market Supervision and Administration Bureau. In November 2021, the court ruled to
revoke the aforementioned approval of cancellation. Hong Kong Xieli Maintenance Company and Shenzhen
Market Supervision and Administration Bureau were not satisfied and submitted appeal petitions to the
Shenzhen Intermediate People's Court respectively. On June 28, 2022, the Shenzhen Intermediate People's
Court ruled in the second instance: revoked the administrative judgment-No. 1883(2021) Yue 0308 Xingchuof
the Yantian District People's Court of Shenzhen City, Guangdong Province, and remanded it to the Yantian
District People's Court of Shenzhen City, Guangdong Province for a new trial.
After a new trial, the Yantian District People's Court ruled in favor of the Company on December 30, 2022,
and revoked the administrative act of Shenzhen Xieli to cancel its registration. The third party in the original
trial, Hong Kong Xieli Maintenance Company, was not satisfied and appealed to the Shenzhen Intermediate
People's Court on January 10, 2023. Later, as Hong Kong Xieli Maintenance Company failed to pay the case
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Shenzhen Textile (Holdings) Co., Ltd. Summary of the Semi-Annual Report 2023
acceptance fee in advance, the Shenzhen Intermediate People's Court issued the No. 387(2023) Yue 03 Xing
Final Administrative Ruling, ruling that the appellant Hong Kong Xieli Maintenance Company in the case
withdraws its appeal.
3. Matters on waiving the preemptive right and equity transfer of controlling subsidiaries
The shareholders' meeting of SAPO Photoelectric , the company's holding subsidiary, agreed that Hangzhou
Jinhang Equity Investment Fund Partnership (limited partnership) would transfer 40% of its shareholding in
SAPO Photoelectric to Hengmei Photoelectric Co., Ltd. For details, see http//www.cninfo.com.cn
（ http://www.cninfo.com.cn ） Company Announcement No. 2023-01. On January 19, 2023, SAPO
Photoelectric obtained the "Registration Notice" issued by the Shenzhen Municipal Market Supervision and
Administration Bureau, and the industrial and commercial change registration procedures for this equity transfer
have been completed. After this change, the company still holds 60% equity of SAPO Photoelectric , while
Hengmei Photoelectric holds 40% equity of SAPO Photoelectric. This equity transfer is conducive to
synergizing the advantages of both parties in the polarizer industry, integrating high- quality resources of both
parties, further optimizing and strengthening the main polarizer industry, and better enhancing the core
competitiveness of listed companies。
4.About the progress of the Company and its holding subsidiaries involved in litigation
In the above-mentioned lawsuits, concerning the dissolution dispute of SAPO Photoelectric and the dispute
over shareholders' right to know, the People's Court of Pingshan District of Shenzhen City, Guangdong
Province received the plaintiff's application for withdrawal on March 30, 2023, and made a ruling on April 6,
2023. The Company and SAPO Photoelectric have received the Civil Rulings of the above two cases, with the
rulings as follows: The plaintiff's withdrawal of the lawsuit is a self-disposition of its right of action, which does
not violate the law, does not harm the interests of the state, the collective and others, and it is allowed according
to law.For details, please refer to the Company's Announcement No. 2023-19 on CNINF
(http://www.cninfo.com.cn).
In addition, on May 25, 2023, the People's Court of Pingshan District of Shenzhen City, Guangdong
Province rendered a first-instance judgment in the above-mentioned dispute case over the confirmation of the
validity of the resolution of SAPO Photoelectric, and the Company and SAPO Photoelectric have received the
Civil Judgment of the above-mentioned case, with the judgment is as follows: all claims of the plaintiff Jinhang
Fund are dismissed.For details, please refer to the Company's Announcement No. 2023-28 on CNINF
(http://www.cninfo.com.cn)。
The Board of Directors of Shenzhen Textile (Holdings) Co., Ltd.
August 24, 2023
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