Stock code: 000045,200045 Stock Abbreviation: Shen Textile A, Shen Textile B Announcement No.:2019-60
Shenzhen Textile (Holdings) Co., Ltd.
The Third Quarterly Report 2019
1 Important NoticeThe Board of Directors, Supervisory Committee, all directors, supervisors and senior executives of the Companyhereby guarantees that there are no misstatement, misleading representation or important omissions in this reportand 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, Ms. Di Yan, Person in charge of accounting works, Ms.Mu Linying,Chief of the accounting organ (the person in charge of the accounting) hereby confirm the authenticity andcompleteness 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 shallprevail.
II. Basic Information of the CompanyI.Main financial data and financial indexIndicate by tick mark whether there is any retrospectively restated datum in the table below.
□ Yes √No
In RMB
| As at the end of the reporting period | As at the end of last year | Changed （%）over end of prev. year | ||||
| Gross assets（Yuan） | 4,311,784,394.15 | 4,619,203,416.79 | -6.66% | |||
| Net assets attributable to the shareholders of the listed company（Yuan） | 2,589,873,744.41 | 2,373,329,991.86 | 9.12% | |||
| Reporting period | Increase/decrease over the same period of last year（%） | Between beginning of the year to the end of the report period | Changed （%）over end of prev. year | |||
| Operating revenue（Yuan） | 631,655,475.88 | 45.88% | 1,640,518,771.38 | 80.82% | ||
| Net profit attributable to the shareholders of the listed company（Yuan） | 9,061,067.98 | 245.61% | 16,893,355.96 | 37.69% | ||
| Net profit after deducting of non-recurring gain/loss attributable to the shareholders of listed company（Yuan） | -1,542,112.46 | 79.76% | -12,090,694.66 | 34.43% | ||
| Net cash generated from /used in operating activities（Yuan） | -- | -- | 286,532,683.65 | 171.85% | ||
| Basic earnings per share (Yuan/Share) | 0.0178 | 249.02% | 0.0331 | 37.92% | ||
| Diluted gains per share (Yuan/Share) | 0.0178 | 249.02% | 0.0331 | 37.92% | ||
| Weighted average return on equity（%） | 0.37% | 0.26% | 0.68% | 0.17% | ||
Items and amount of non-current gains and losses
√ Applicable □ Not applicable
In RMB
| Items | Amount (Year-beginning to the end of the report period.) | Notes |
| Non-current asset disposal gain/loss (including the write-off part for which assets impairment provision is made) | 17,190,652.07 | |
| Govemment subsidy recognized in current gain and loss (excluding those closely related to the Company’s business and granted under the state’s policies) | 21,871,492.10 | |
| Other non-operating income and expenditure except for the aforementioned items | 4,746,765.30 | |
| Less: Amount of influence of income tax | 4,497,841.58 | |
| Amount of influence of minority interests（After tax） | 10,327,017.27 | |
| Total | 28,984,050.62 | -- |
For the Company’s non-recurring gain/loss items as defined in the Explanatory Announcement No.1 oninformation disclosure for Companies Offering their Securities to the Public-Non-recurring Gains and Losses andits non-recurring gain/loss items as illustrated in the Explanatory Announcement No.1 on information Disclosurefor Companies offering their securities to the public-non-recurring Gains and losses which have been defined asrecurring 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 informationdisclosure explanatory Announcement No.1- Non –recurring gain/loss in the report period.
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 theShares Held by Top Ten Common Shareholders
In shares
| Total number of common shareholders at the period-end | 509,338,429 | Total preference shareholders with the voting power recovered at the end of the reporting period (if any) | 0 | |||||
| Shares held by the top 10 shareholders | ||||||||
| Shareholder name | Properties of shareholder | Share proportion % | Quantity | Amount of tradable shares with Conditional held | Pledging or freezing | |||
| Status of the shares | Quantity | |||||||
| Shenzhen | State-owned | 45.96% | 234,069,436 | |||||
| Investment Holdings Co., Ltd. | legal person | |||||
| Shenzhen Shenchao Technology Investment Co., Ltd. | State-owned Legal person | 3.17% | 16,129,032 | |||
| Lu Yunlong | Domestic Nature person | 0.96% | 4,899,578 | |||
| Sun Huiming | Domestic Nature person | 0.63% | 3,224,767 | |||
| Li Songqiang | Domestic Nature person | 0.56% | 2,873,078 | |||
| Zhang Ling | Domestic Nature person | 0.31% | 1,596,501 | |||
| Kuang Gluowei | Domestic Nature person | 0.28% | 1,439,000 | |||
| Zhu Ye | Domestic Nature person | 0.27% | 1,388,545 | |||
| Hong Fan | Domestic Nature person | 0.26% | 1,338,900 | |||
| Li Zengmao | Domestic Nature person | 0.23% | 1,146,700 | |||
| Shareholding of top 10 shareholders of unrestricted shares | ||||||
| Name of the shareholder | Quantity of unrestricted shares held at the end of the reporting period | Share type | ||||
| Share type | Quantity | |||||
| Shenzhen Investment Holdings Co., Ltd. | 234,069,436 | RMB Common shares | ||||
| Shenzhen Shenchao Technology Investment Co., Ltd. | 16,129,032 | RMB Common shares | ||||
| Lu Yunlong | 4,899,578 | RMB Common shares | ||||
| Sun Huiming | 3,224,767 | Foreign shares placed in domestic exchange | ||||
| Li Songqiang | 2,873,078 | RMB Common shares | ||||
| Zhang Ling | 1,596,501 | RMB Common shares | |
| Kuang Gluowei | 1,439,000 | RMB Common shares | |
| Zhu Ye | 1,388,545 | RMB Common shares | |
| Hong Fan | 1,338,900 | RMB Common shares | |
| Li Zengmao | 1,146,700 | RMB Common shares | |
| Related or acting-in-concert parties among shareholders above | Shenzhen Shenchao Technology Investment Co., Ltd. is a wholly-owned subsidiary of Shenzhen Investment Holdings Co., Ltd., According to the decision of the State-owned Assets Supervision and Administration Commission of Shenzhen Municipal People's Government, Shenzhen Shenchao Technology Investment Co., Ltd was transferred to Shenzhen Major Industrial Investment Group Co., Ltd in June 2019. Shenzhen Investment Holdings Co., Ltd and Shenzhen Shenchao Technology Investment Co., Ltd are both controlled by the State-owned Assets Supervision and Administration Commission of the Shenzhen Municipal People's Government, so they are persons acting in concert. Except this, the Company did not whether there is relationship between the top ten shareholders holding non-restricted negotiable shares and between the top ten shareholders holding 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. | ||
| Explanation on shareholders participating in the margin trading business (if any) | The Company Shareholder Lu Yunlong holds953,100 shares of the Company through stock account with credit transaction; The Company Shareholder Li Songqiang holds2,872,653 shares of the Company through stock account with credit transaction; The Company Shareholder Zhu Ye holds1,210,0245 shares of the Company through stock account with credit transaction. | ||
Whether top ten common shareholders or top ten common shareholders with un-restrict shares held have abuy-back agreement dealing in reporting period.
□ Yes √ No
The top ten common shareholders or top ten common shareholders with un-restrict shares held of the Companyhave no buy –back agreement dealing in reporting period.
2.Total number of preferred shareholders and shareholding of top 10 preferred shareholders by the end of thereport period
□ Applicable √Not applicable
III Significant Events
I. Major changes of main accounting statement items and financial indicators in the reporting period, aswell as reasons for the changes
√ Applicable □ Not applicable
| Items | September 30,2019（In RMB10,000 ) | January 1,2019（In RMB 10,000 ) | Scale of change | Causes of change |
| Monetary fund | 48,050.41 | 114,175.94 | -57.92% | Mainly due to repayment of loans, purchase of structured deposits and the construction expenditure of No. 7 line of polarizer. |
| Transactional financial assets | 90,000.00 | 54,000.00 | 66.67% | Mainly due to the purchase of structured deposits. |
| Notes receivable | 3,902.76 | 88.64 | 4302.78% | Due to increase in sales revenue |
| Prepayments | 2,654.85 | 22,902.88 | -88.41% | Mainly due to the completion of the sales contract, resulting in the storage of goods. |
| Long term share equity investment | 16,044.42 | 3,295.21 | 386.90% | Mainly due to the increased investment in Shenzhen Guanhua Printing & Dyeing Co., Ltd. |
| Construction in progress | 12,273.07 | 1,562.13 | 685.66% | Mainly due to the increase in investment in the construction of No. 7 polarizer line. |
| Short-term loans | 2,719.36 | 41,152.21 | -93.39% | Mainly due to repayment of borrowings during the reporting period. |
| Advance receipts | 2,231.27 | 12,070.30 | -81.51% | Mainly due to the completion of the sales contract, resulting in the carry-over of income. |
| Non-current liability due within 1 year | 0.00 | 4,000.00 | -100.00% | Mainly due to repayment of Shenchao’s borrowings |
| Items | Amount incurred in the reporting period（In RMB10,000 ) | Amount incurred in the previous period （In RMB 10,000 ) | Scale of change | Causes of change |
| Turnover | 164,051.88 | 90,727.38 | 80.82% | Mainly due to the Phase II of TFT-LCD Line 6 was put into operation in the second half of 2018, leading to the production capacity was released this year and the sales volume increased YOY. |
| Operating income | 152,230.31 | 81,972.78 | 85.71% | Reasons same as income growth |
| Sales expense | 1,418.86 | 638.26 | 122.30% | Mainly due to the increased sales leading to the increased transportation costs and insurance premiums. |
| Assets disposal income | 1,719.07 | 0.00 | - | Mainly due to using the buildings & constructions to increase the investment in Shenzhen Guanhua Printing & Dyeing Co., Ltd. |
| Cash flow generated by business operation, net | 28,653.27 | -39,878.87 | 171.85% | Mainly due to the recovery of trade payments. |
| Net cash flow generated by investment | -67,821.70 | 4,500.15 | -1607.10% | Mainly due to the increase in investment in structured deposits. |
| Net increasing of cash and cash equivalents | -47,339.57 | 25,391.83 | -286.44% | Mainly due to repayment of short-term loans. |
II. The progress of significant events and influence, as well as the analysis and explanation on resolvingproposal.
√ Applicable □ Not applicable
（I）Progress of Guanhua BuildingOn February 28, 2019, the Company and Qiaohui Textile Industrial Co., Ltd. respectively accounted for
50.16% and 49.84% of the equity interest in the buildings of Guanhua Building, and increased capital to ShenzhenGuanhua Printing & Dyeing Co., Ltd. based on the corresponding evaluation value of RMB 49.9351 million andRMB 49.6166 million of the buildings of Guanhua Building in order to improve the contribution obligation ofshareholders of Shenzhen Guanhua Printing & Dyeing Co., Ltd. The Company signed the Shenzhen GuanhuaPrinting & Dyeing Co., Ltd. Capital Increase Agreement with Qiaohui Textile Industrial Co., Ltd. and ShenzhenGuanhua Printing & Dyeing Co., Ltd. After the completion of capital increase, Shenzhen Guanhua Printing &Dyeing Co., Ltd. is an enterprise jointly controlled by the Company and Qiaohui Textile Industrial Co., Ltd. Fordetails Juchao Website:（http://www.cninfo.com.cn. (Announcement No.2019--07).On February 14, 2019, Shenzhen Guanhua Printing & Dyeing Co., Ltd. has obtained the Real PropertyRegistration Certificate of Guanhua Building, and has completed the registration procedures for the change ofshareholding rights and the increase of registered capital; As the winning bidder determined by the first publiclease of Guanhua Building gave up the lease qualification, Guanhua Building re-issued the public listingannouncement on the Shenzhen United Property and Share Rights Exchange and determined the lessee in May2019.
On October 17, 2019, the Proposal on Transferring 50.16% Equity of Shenzhen Guanhua Printing & DyeingCo., Ltd. was approved in the 22nd meeting of the 7th Board of Directors, agreeing that the Company transfers the
50.16% equity of Guanhua company held by the Company with a price not be lower than the estimated value ofRMB 306.6374 million in Shenzhen United Property Exchange be means of public listing transfer and the finallisted price shall not be lower than the assessment results approved by the state-owned management department.The equity transfer still needs to be submitted to the Company's shareholders’ general meeting for considerationand approval. At present, the transaction price, the counterparty and whether it constitutes a connected transactionare temporarily uncertain, and the company will fulfill its information disclosure obligations in a timely manneraccording to the progress. For details Juchao Website:（http://www.cninfo.com.cn. (Announcement No.2019--55).
(II) Progress on the investment and construction of the ultra-large-size TV polarizer industrialization project (Line7)
Shenzhen Textile (Holdings) Co., Ltd. The Third Quarterly Report 2019During the reporting period, the Line 7 project has completed the signing of contracts for extension machines,AGV, pressure sensitive adhesive coating machine, wastewater treatment equipment, earthworks and partialconstruction projects, some of which have completed payment in stages. The construction of Line 7 hascommenced on April 18, 2019, and is currently in the stage of building foundation construction. As of September30, 2019, the Line 7 project has actually paid RMB 454.447 million (RMB 249.8671 million in raised funds,RMB 204.5799 million in private funds and government funds).
(III) Progress of the commitment for the compensation in 2018 Annual Performance of the subsidiary, SAPOIn order to give full play to the advantages of the system and mechanism of mixed ownership, seize favorablemarket opportunities and achieve the goal of strengthening and enlarging the main optical film industries such aspolarizer, the Company introduced a strategic investor, Jinjiang Group to sign the Cooperation Agreement at thelevel of SAPO at the end of 2016 and Jinjiang Group has made a three-year performance commitment to SAPOfor the sake of achieving better results in the cooperation after the introduction of strategic investors (in2017-2019). However, the cooperation effect is unsatisfactory. In 2018, SAPO realized a net profit ofRMB-97.2687 million, with a net profit margin of RMB 197.2687 million from the performance commitment, ie.RMB 100 million. Jinjiang Group needs to make up for the net profit margin by cash according to the CooperationAgreement.Based on the principle of mutual cooperation, mutual understanding and mutual accommodation, theCompany and Jinjiang Group have reached an agreement on compensation for the 2018 annual performancecommitment and after that’s reviewed by the 21st meeting of the 7th Board of Directors on September 20, 2019,they have signed the “Payment Agreement for Make-up for the 2018 Annual Performance Commitment”. Fordetails Juchao Website:（http://www.cninfo.com.cn. (Announcement No.2019--45 and AnnouncementNo.:2019-47).
On October 9, 2019, the Company held the first extraordinary shareholders’ meeting in 2019, in which the“Proposal on Signing the Payment Agreement for Make-up for the 2018 Annual Performance Commitment” wasreview and approved, agreed that the Company signs the “Payment Agreement” with Jinjiang Group, with theagreement shall take effect from the date of approval of this shareholders’ general meeting. For details JuchaoWebsite:（http://www.cninfo.com.cn. (Announcement No.2019--51).On October 9, 2019, Shengbo Optoelectronics has received the first batch payment of RMB 50 million fromJinjiang Group for the make-up of the 2018 annual performance commitment. For details Juchao Website:
（http://www.cninfo.com.cn. (Announcement No.2019--52).
(IV) Progress in subsidiaries participating in the establishment of industrial funds
On November 16, 2017, the company's controlling subsidiary Shengbo Optoelectronic Co., Ltd signed theChangxing Junying Equity Investment Partnership (Limited Partnership) Agreement with the fund managerHuizhi Investment Management Co., Ltd, general partner Jinxin Investment Co., Ltd and other limited partners,and co-sponsored the establishment of an industrial fund, focusing on the optical film industry chain relatedprojects related to the company's main business, with a fund size of RMB 50 million. SAPO as one of the limitedpartners of the industrial fund, subscribed for a capital contribution of RMB 28.5 million. For details JuchaoWebsite:（http://www.cninfo.com.cn. (Announcement No.2017--55).
On February 10, 2018, Changxing Junying Equity Investment Partnership completed the industrial andcommercial registration and completed the private equity investment fund registration on February 8, 2018. Fordetails Juchao Website:（http://www.cninfo.com.cn. (Announcement No.2018--05).
As of September 30, 2019, Changxing Junying had accumulated 3 investment projects with a total
Shenzhen Textile (Holdings) Co., Ltd. The Third Quarterly Report 2019investment of RMB 42 million.
| No | Name | Investment | Fund contribution(In RMB 10,000) |
| 1 | Shenzhen Kaichuang Shijia Technology Co., Ltd. | Optical Film | 1,400 |
| 2 | Shenzhen shenfuyu Electronic Technology Co., Ltd. | Optical Film | 1,300 |
| 3 | Shenzhen Hengbaoshun Technology Development Co., Ltd. | Optical Film | 1,500 |
Progress in the implementation of share repurchase
□ Applicable √Not applicable
Progress in the implementation of the reduction of the repurchased shares by means of centralized bidding
□ Applicable √Not applicable
Shenzhen Textile (Holdings) Co., Ltd. The Third Quarterly Report 2019
III. Commitments finished in implementation by the Company, shareholders, actual controller, acquirer,directors, supervisors, senior executives or other related parties in the reporting period and commitmentsunfinished in implementation at the end of the reporting period
□ Applicable √ Not applicable
The company has no commitments completed in period and those without completed till lend of the period fromactual controller, shareholders, related parties, purchaser and companies.
IV. Investment in securities
□ Applicable √ Not applicable
No securities investment in period.V. Entrusted Financial Management
√ Applicable □ Not applicable
In RMB 10,000
Type
| Type | Source | Amount | Unexpired balance | Overdue amount |
| Bank financing product | Self fund | 73,000 | 73,000 | 0 |
| Bank financing product | Raised fund | 17,000 | 17,000 | 0 |
| Total | 90,000 | 90,000 | 0 | |
Specific Circumstance of Trust Investment which is Large in single amount, low insecurity, poor in liquidity orunguaranteed in high risk
√ Applicable □ Not applicable
In RMB10,000
| Name of Trustee Organization (or Trustee Name) | Type of Trustee Organization (or Trustee) | Product Type | Amount | Capital Source | Start Date | Expiry Date | Funds Allocation | Method of Reward Determination | Reference Annualized Rate of Return | Expected Income (if any) | Actual profit and loss during the reporting period | The actual recovery of profit and loss during the reporti | Amount of provision for impairment (if any) | Whether passed the statutory procedure | Whether there is any entrusted financial plan in the future | Summary of events and related search index (if any) |
Shenzhen Textile (Holdings) Co., Ltd. The Third Quarterly Report 2019
ngperiod
| ng period | ||||||||||||||||
| SPD Bank. Fenghuang Building Sub- Branch | Bank | Structural deposit | 22,000 | Self fund | July 30, 2019 | January 31, 2020 | Bank financial products | Repayment of principal and interest | 4.05% | 457.88 | 0 | Unexpired | Yes | Not applicable | ||
| SPD Bank. Fenghuang Building Sub- Branch | Bank | Structural deposit | 10,000 | Self fund | September 11, 2019 | March 9, 2020 | Bank financial products | Repayment of principal and interest | 3.85% | 192.5 | 0 | Unexpired | Yes | Not applicable | ||
| Total | 32,000 | -- | -- | -- | -- | -- | -- | 650.38 | 0 | -- | -- | -- | -- | |||
Entrusted financing appears to be unable to recover the principal or there may be other circumstances thatmay result in impairment
□ Applicable √ Not applicable
VI. Investment in derivatives
□ 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 reportperiod for future reference
□ Applicable √ Not applicable
Shenzhen Textile (Holdings) Co., Ltd. The Third Quarterly Report 2019
The Period has no research, communication and written inquiry from the investors in the report period.VIII. External guarantee get out of line
□ Applicable √Not applicable
The Company has no external guarantee get out of the line in the PeriodIX. Controlling shareholder and its related parties occupying non-business capital of the listed company
□ Applicable √Not applicable
There are no controlling shareholder and its related parties occupying non-business capital of the listed companyin Period.
The Board of Directors of Shenzhen Textile (Holdings) Co., Ltd.
October 31,2019