Stock code: 000045, 200045 Stock Abbreviation: Shen Textile A, Shen Textile B Announcement No.: 2021-51
Shenzhen Textile (Holdings) Co., Ltd.
Summary of the Semi-Annual Report 2021I. Important notesThe summary is abstract from full-text of summary of the semi-annual report, for more details information,investors should found in the full-text of annual report that published on website of Shenzhen Stock Exchange andother website appointed by CSRC.Non-standard auditor’s opinion
□ Applicable √Not applicable
Preliminary plan for profit distribution to the common shareholders or turning the capital reserve into the sharecapital for the reporting period, which has been reviewed and approved at the board meeting
□ 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 beenreviewed 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 manner | Board secretary | Securities affairs Representative | ||
| Name | Jiang Peng | Li Zhenyu | ||
| Office Address | 6/F, Shenfang Building, No.3 Huaqiang North Road, Futian District, Shenzhen | 6/F, Shenfang Building, No.3 Huaqiang North Road, Futian District, Shenzhen | ||
| Tel | 0755-83776043 | 0755-83776043 | ||
| 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 year | YoY+/-（%） | |
| Operating income（RMB） | 1,101,536,407.38 | 856,313,348.74 | 28.64% |
| Net profit attributable to the shareholders of the listed company（RMB） | 76,603,074.39 | 719,734.74 | 10,543.24% |
| Net profit after deducting of non-recurring gain/loss attributable to the shareholders of | 61,814,528.89 | -7,117,945.43 | 968.43% |
| listed company（RMB） | |||
| Cash flow generated by business operation, net（RMB） | -52,643,536.25 | -135,619,475.23 | 61.18% |
| Basic earning per share(RMB/Share) | 0.1509 | 0.0014 | 10,678.57% |
| Diluted gains per share(RMB/Share)(RMB/Share) | 0.1509 | 0.0014 | 10,678.57% |
| Weighted average ROE(%) | 2.74% | 0.03% | 2.71% |
| As at the end of the reporting period | As at the end of last year | YoY+/-（%） | |
| Total assets（RMB） | 5,181,566,725.34 | 4,969,547,552.23 | 4.27% |
| Net assets attributable to shareholder of listed company（RMB） | 2,822,952,777.84 | 2,766,234,174.39 | 2.05% |
3.Shareholders and shareholding
In Shares
| Total number of common shareholders at the end of the reporting period | 27,236 | Total number of preferred shareholders that had restored the voting right at the end of the reporting period (if any) (note 8) | 0 | ||||
| Particulars about shares held above 5% by shareholders or top ten shareholders | |||||||
| Shareholders | Nature of shareholder | Proportion of shares held（%） | Number of shares held at period -end | Amount of restricted shares held | Number of share pledged/frozen | ||
| State of share | Amount | ||||||
| Shenzhen Investment Holdings Co., Ltd. | State-owned legal person | 46.21% | 234,069,436 | ||||
| Shenzhen Shenchao Technology Investment Co., Ltd. | State-owned Legal person | 3.18% | 16,129,032 | ||||
| Sun Huiming | Domestic Nature person | 1.03% | 5,201,153 | ||||
| Shen Zhenxing | Domestic Nature person | 0.57% | 2,888,400 | ||||
| Su Weipeng | Domestic Nature person | 0.56% | 2,823,066 | Pledge | 2,800,000 | ||
| Deng Yan | Domestic Nature person | 0.51% | 2,590,600 | ||||
| Qi Jianhong | Domestic Nature person | 0.43% | 2,188,800 | ||||
| Li Zengmao | Domestic Nature person | 0.36% | 1,839,097 | ||||
| Wang Zhongjing | Domestic Nature person | 0.34% | 1,747,000 | ||||
| Hou Xiulan | Domestic Nature person | 0.34% | 1,717,991 | ||||
| Explanation on shareholders participating in the margin trading business | Among the top 10 shareholders, Shenzhen Investment Holdings Co., Ltd and Shenzhen Shenchao Technology Investment Co., Ltd. do not constitute a concerted person relationship.Except this, the Company did not know 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 )(See Notes 4) | The Company Shareholder Hou Xiulan holds 1,717,991 shares of the Company through stock account with credit transaction. | ||||||
4.Changing of controlling shareholder and practical controller of the Company.
Change of holding shareholder
□ Applicable √ Not applicable
No change of holding shareholder in the report period.Change of substantial controller
□ Applicable √ Not applicable
No change of substantial controller in the report period.
5.Number of preference shareholders and shareholdings of top 10 of them
□ Applicable √ Not applicable
No preference shareholders in the reporting period6 The status of bonds remaining on the date of approval of the semiannual report
□ Applicable √ Not applicable
III. significant events
1.Progress of polarizer industrialization project for ultra-large TV (Line 7)
During the reporting period, the company strengthened the staffing and resource guarantee to overcome theadverse effects caused by the epidemic situation. The chemical test run of the main product performanceindicators of Line 7 project has been completed, reaching the acceptance standard, Line 7 project was officiallyput into production in July. As of the disclosure date of this report, the project of Line 7 has been consolidated andentered the mass production stage.On March 16, 2021, all the funds raised from the special account for raising funds of Line 7 project havebeen used up according to regulations, and the company has canceled the special account for raising funds. Fordetails, please refer to Announcement No.2021-30 of cninfo (http://www.cninfo.com.cn).As of June 30, 2021, the accumulated signed contract amount of Line 7 project was RMB 1,956,556,800, andthe actual payment was RMB 1,724,201,600 (with raised funds of RMB 409,953,500, and its own funds andgovernment funds of RMB 1,314,248,100).
2. Regarding the investment in the construction of the RTS rear cutting production line
During the reporting period, the company added investment in the construction of a cutting production linefor the rear end of the RTS after careful evaluation. The total investment was controlled at 30 million yuan, andthe source of funds was its own funds and bank loans. The main reasons for this investment: First, to meet theneeds of downstream panel customers, increase the depth of customer cooperation, and seize the market share ofhigh-margin large-size products; second, to improve the overall cutting capacity of the back end; third, to simplifythe production process and improve production efficiency. reduce manufacturing cost.
As of the disclosure date of this report, the company has been building 2 RTP production lines, and the RTPequipment production and other work are proceeding in an orderly manner, and mass production is expected to berealized by the end of 2021; 2 RTS production lines have been built, and 1 RTS production line is underconstruction. It is expected to achieve mass production before the first quarter of 2022
3.The disposal of assets of the joint venture company Xieli Automobile Co., Ltd.
Shenzhen Xieli Automobile Enterprise Co., LTD. (hereinafter referred to as "Shenzhen Xieli") is asino-foreign joint venture invested by the company and Hong Kong Xieli Maintenance Company in 1981. Theregistered capital is 3.12 million yuan, and the company holds 50% of the equity. The company's operating termended in 2008 and its business license was revoked in 2014. The company's main assets are real estate. Thecompany has received a payment of 25.76 million yuan in 2016, which has no impact on the company's profits
and losses. At present, the company is negotiating with other shareholders to deal with the real estate under Thename of Shenzhen Xili, and entrusts lawyers to conduct legal analysis of the dispute facts, issue legal opinions onthe design of rights protection scheme, and actively promote the solution of related problems. The Company shallfulfill the information disclosure obligation in a timely manner according to the subsequent progress..
4.Matters concerning the company's compensation for arbitration and its subsidiaries' annual performancecommitments in 2019On March 9, 2020, the company received the Notice of Arbitration (No.452 -2) from Shenzhen InternationalArbitration Court and the Application for Arbitration submitted by Hangzhou Jinjiang Group Co., Ltd., which isthe applicant of this arbitration while the company is the respondent. Hangzhou Jinjiang Group Co., Ltd.submitted the following arbitration requests: 1. The ruling made the following changes to the CooperationAgreement: (1) Delete the original Article 3.1 of the Cooperation Agreement and the relevant unfulfilled rightsand obligations will no longer be fulfilled (2) Delete the original Article 6.4 of the Cooperation Agreement, andthe relevant unfulfilled rights and obligations will no longer be fulfilled; 2. The respondent shall bear thearbitration fee of the case and the actual expenses of the arbitral tribunal. The applicant reserves the right tofurther modify the arbitration request. For details, please refer to the Announcement of 2020-07 on the website ofhttp://www.cninfo.com.cn.On March 26, 2020, the company received the Notice on Extending the Time Limit Appointed by Arbitrators(2020 SGZS No.452 -3) delivered by Shenzhen International Arbitration Court. Due to the complexity of thedispute and the special epidemic background, the applicant needs extra time to negotiate and communicate theprocedural matters of the case with the respondent, so it applies to Shenzhen International Arbitration Court toextend the time limit for appointing arbitrators in this case. Shenzhen International Arbitration Court believes thatthe applicant's request is reasonable, and both parties are requested to notify Shenzhen International ArbitrationCourt in writing of the arbitrator's appointment result before March 30, 2020. Therefore, the company shallappoint an arbitrator before March 30, 2020 instead of within 15 days after receiving the arbitration notice onMarch 9, 2020, and notify the Shenzhen International Arbitration Court of the results in writing. For details,please refer to the Announcement of 2020-21 on the website of http://www.cninfo.com.cn.On April 17, 2020, the company received the Notice of Arbitral Tribunal Composition (2020 SGZS No.452-4)from Shenzhen International Arbitration Court. Both parties to the arbitration informed Shenzhen InternationalArbitration Court in writing of the results of arbitrator selection according to the arbitration procedure beforeMarch 30, 2020, and appointed 1 arbitrator respectively and 1 chief arbitrator together. On April 16, 2020, thearbitration tribunal was formed to hear the case.
On December 1, 2020, the arbitration case was heard in the Seventh Arbitration Tribunal of the Court ofArbitration located at the Shenzhen Stock Exchange.
On March 25, 2021, the company received the Award (2020 SGZC No.452) delivered by the arbitral tribunal,and made a ruling on this case: 1. The applicant was exempted from fulfilling the 2019 annual performancecompensation obligation stipulated in Article 3.1 of the Cooperation Agreement, and does not need to pay SAPOPhotoelectric the compensation for the difference in performance in 2019 of RMB 244,783,800; 2. The arbitrationfee of RMB 2,682,011 and the actual expenses of the arbitrator of RMB 8,000 shall be borne by the applicant; 3.The applicant's other arbitration requests are not supported. This award is final and shall come into force as of thedate of its making. This arbitration is the final award, and the award result will not affect the company's profit andloss, nor will it affect the production and operation of SAPO Photoelectric. The company and Jinjiang Group willcontinue to actively perform their shareholders' duties based on the principle of mutual benefit and win-win, andeffectively improve the production technology, management level and profitability of SAPO Photoelectric. Fordetails, please refer to the Announcement on Arbitration Results of the Company on Juchao Information Network(http://www.cninfo.com.cn) (No.2021-29).
5.Progress in subsidiaries participating in the establishment of industrial funds
On November 16, 2017, the company's controlling subsidiary SAPO Photoelectric signed the ChangxingJunying Equity Investment Partnership (Limited Partnership) Agreement with the fund manager HuizhiInvestment 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 related projectsrelated to the company's main business, with a fund size of 50 million yuan. SAPO Photoelectric, as one of thelimited partners of the industrial fund, subscribed for a capital contribution of 28.5 million yuan.For details Juchao Website:（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 December 31, 2019, Changxing Junying had accumulated 3 investment projects with a total investmentof 42 million yuan.
| No | Name | Investment | Fund contribution （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 |
6.Matters on the listing and leasing of some properties in Block C of Shenzhen Textile BuildingOn July 13, 2021, the company held the fifth meeting of the eighth board of directors to review and approvethe Proposal on Listing and Leasing Some Properties in Block C of Shenzhen Textile Building, and agreed that thecompany will publicly list and lease 6,100 square meters of properties of the 8F-10F and 1F lobby of Block C ofShenzhen Textile Building through Shenzhen United Property and Share Rights Co., Ltd., with a lease term of 10years (including a rent-free period of 6 months), and the rental price is not lower than 85 yuan/㎡/month(including property management fee). The rent will increase by 5% every three years from the date of contractconclusion, and the final transaction price will be determined according to the listing result. The listing andleasing of some properties in Block C of Shenzhen Textile Building has shifted the market risk from self-operatedhotels to brand hotel operators through overall external leasing, which is conducive to improving the overalloperational efficiency of the company's assets, reducing operational risks, bringing stable rental income to thecompany and helping to realize the preservation and appreciation of state-owned assets. For details, please refer tothe Announcement of Resolutions of the Fifth Meeting of the Eighth Board of Directors of the company(No.2021-44) on Juchao Information Network (http://www.cninfo.com.cn).
7.Matters on liquidation and cancellation of Shenzhen Shenzhen Textile Import & Export Co., Ltd.On July 13, 2021, the company held the fifth meeting of the eighth board of directors to review and approvethe Proposal on Liquidation and Cancellation of Shenzhen Shenzhen Textile Import & Export Co., Ltd., andagreed on the Liquidation Report of Shenzhen Shenzhen Textile Import & Export Co., Ltd.. completed by theliquidation group, and liquidated and distributed its assets in accordance with legal procedures, and completedformalities such as industrial and commercial cancellation. The liquidation and cancellation of ShenzhenShenzhen Textile Import & Export Co., Ltd. (hereinafter referred to as "Shenzhen Textile Import & Export") willchange the scope of the company's consolidated financial statements, facilitate the disposal of inefficient assets,reduce management costs, and will not affect the company's production and operation. The impact of thecancellation of Shenzhen Textile Import & Export in this liquidation on the current profits and losses is estimatedto be RMB 7.64 million, and the actual amount is subject to the results confirmed by the annual audit of the auditinstitution. For details, please refer to the Announcement on Liquidation and Cancellation of Shenzhen TextileImport & Export. (No.2021-45) issued by Juchao Information Network (http://www.cninfo.com.cn).
8.Matters on waiver of preemption right and equity transfer of holding subsidiariesOn November 27, 2020, the company received the "Letter" sent by Jinjiang Group, informing the company inwriting that it intends to acquire the 40% equity of SAPO Photoelectric held by Hangzhou Jinhang Equity
Investment Fund Partnership (Limited Partnership) (hereinafter referred to as "Jinhang Investment"); OnDecember 21, 2020, the company received the Notice of Equity Transfer from Jinhang Investment, informing thecompany in writing that Jinhang Investment intends to transfer its 40% equity of SAPO Photoelectric, andaccording to the Company Law of the People's Republic of China and the Articles of Association of ShenzhenSAPO Photoelectric Technology Co., Ltd., it specially sought the company's opinions on the transfer matters.On December 25, 2020, after research and decision-making, the company formally replied to JinhangInvestment, and the company gave up the preemptive right to exercise the 40% equity of SAPO Photoelectric, theholding subsidiary of the company held by Jinhang Investment. For details, please refer to the Announcement onWaiver of Preemptive Rights of Holding Subsidiaries (No.2020-57) on Juchao Information Network(http://www.cninfo.com.cn) on December 26, 2020.In July 2021, the company received the Letter from Jinjiang Group, informing the company about theprogress of the above-mentioned equity transfer: Jinhang Investment and the intended transferee SuzhouAdvantage Ford Investment Center (Limited Partnership) (hereinafter referred to as "Advantage Ford") havecompleted their internal decision-making examination and approval, and the delivery conditions for AdvantageFord to accept 100% of the partnership share of Jinhang Investment have been met, and both parties will promotethe transfer of the partnership share. After the completion of the transfer procedure, Advantage Ford will directlyhold 99.93333% of the partnership share of Jinhang Investment; Meanwhile, Zhejiang Hengjie Industrial Co., Ltd.indirectly holds a partnership share of 0.06667% of Jinhang Investment. As of July 28, 2021, for the above equitytransfer, the industrial and commercial change registration procedures have been completed. After the completionof this equity transfer, the shareholders and equity ratio of SAPO Photoelectric, the holding subsidiary of thecompany, remain unchanged, and the scope of the consolidated statements of the company has not changed.Advantage Ford holds 40% equity of SAPO Photoelectrics through Jinhang Investment, and the strategic investorof SAPO Photoelectric will be changed from Jinjiang Group to Advantage Ford. Advantage Ford has richindustrial resources, industrial investment and management experience, and both parties will give full play to theirrespective advantages to further improve and strengthen the main business of polarizer. For details, please refer tothe Progress Announcement on Waiver of Preemptive Rights and Equity Transfer of Holding Subsidiaries(No.2021-47) on Juchao Information Network (http://www.cninfo.com.cn).
The Board of Directors of Shenzhen Textile (Holdings) Co., Ltd.
August 28, 2021