Stock code: 000045,200045 Stock Abbreviation: Shen Textile A, Shen Textile B Announcement No. :2020-27
Shenzhen Textile (Holdings) Co., Ltd.
The First Quarterly Report 2020
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 of the directors presented the board meeting at which this Quarterly Report was examined.Mr.Zhu Jun, Person in charge of the Company, Mr. He Fei, Chief financial officer and the Ms. Mu Linying, theperson in charge of the accounting department (the person in charge of the accounting) hereby confirm theauthenticity 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 shallprevail.
II. Basic Information of the Company
（1）Main financial data and financial index
Indicate by tick mark whether there is any retrospectively restated datum in the table below.
□ Yes √No
In RMB
| This period | Same period of last year | Changes of this period over same period of last year（％） | |
| Operating income（RMB） | 384,038,897.58 | 592,839,958.12 | -35.22% |
| Net profit attributable to the shareholders of the listed company（RMB） | -5,827,092.54 | 10,381,938.06 | -156.13% |
| Net profit after deducting of non-recurring gain/loss attributable to the shareholders of listed company（RMB） | -9,495,160.00 | 7,034,190.76 | -234.99% |
| Cash flow generated by business operation, net（RMB） | -84,585,231.55 | 23,567,172.13 | -458.91% |
| Basic earning per share(RMB/Share) | -0.0114 | 0.0203 | -156.16% |
| Diluted gains per share(RMB/Share)(RMB/Share) | -0.0114 | 0.0203 | -156.16% |
| Weighted average ROE(%) | -0.21% | 0.43% | -0.64% |
| End of this period | End of last period | Changes of this period-end over same period-end of last year(%) | |
| Gross assets（RMB） | 4,433,249,808.89 | 4,531,399,885.99 | -2.17% |
| Net assets attributable to the shareholders of the listed company（RMB） | 2,722,669,224.01 | 2,727,764,144.36 | -0.19% |
| Items | Amount from year-begin to period -end | Notes |
| Government subsidy recognized in current gain and loss(excluding those closely related to the Company’s business and granted under the state’s policies) | 6,035,059.44 | Mainly to confirm business related government subsidies of other income |
| Other non-operating income and expenditure except for the aforementioned items | 22,036.60 | |
| Less: Amount of influence of income tax | 12,803.56 | |
| Amount of influence of minority interests（After tax） | 2,376,225.02 | |
| Total | 3,668,067.46 | -- |
| Total number of common shareholders at the period-end | 32,151 | 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 Investment Holdings Co., Ltd. | State-owned legal person | 45.96% | 234,069,436 | |||
| Shenzhen Shenchao Technology Investment Co., Ltd. | Domestic Nature person | 3.17% | 16,129,032 | |||
| Lv Qiang | Domestic Nature person | 1.20% | 6,136,146 | |||
| Sun Huiming | Domestic Nature person | 0.63% | 3,224,767 | |||
| Li Songqiang | Domestic Nature person | 0.56% | 2,873,078 | |||
| Su Weipeng | Domestic Nature person | 0.46% | 2,365,966 | |||
| Li Zengmao | Domestic Nature person | 0.28% | 1,432,497 | |||
| Kuang Guowei | Domestic Nature person | 0.28% | 1,405,100 | |||
| Hong Fan | Domestic Nature person | 0.26% | 1,338,900 | |||
| Zhu Ye | Domestic Nature person | 0.26% | 1,310,045 | |||
| 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 | 234,069,436 | |||
| Shenzhen Shenchao Technology Investment Co., Ltd. | 16,129,032 | RMB Common shares | 16,129,032 | |||
| Lv Qiang | 6,136,146 | RMB Common shares | 6,136,146 | |||
| Sun Huiming | 3,224,767 | Foreign shares placed in domestic exchange | 3,224,767 | |||
| Li Songqiang | 2,873,078 | RMB Common shares | 2,873,078 | |||
| Su Weipeng | 2,365,966 | RMB Common shares | 2,365,966 | |||
| Li Zengmao | 1,432,497 | RMB Common shares | 1,432,497 | |||
| Kuang Guowei | 1,405,100 | RMB Common shares | 1,405,100 | |||
| Hong Fan | 1,338,900 | RMB Common shares | 1,338,900 | |||
| Zhu Ye | 1,310,045 | RMB Common shares | 1,310,045 | |||
| Related or acting-in-concert parties | 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 | |||||
| among shareholders above | 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 ) | The Company Shareholder Li Songqiang holds 2,872,653 shares of the Company through stock account with credit transaction; The Company Shareholder Zhu Ye holds 1,131,545 shares of the Company through stock account with credit transaction. |
III Significant EventsI. Major changes of main accounting statement items and financial indicators in the reporting period, aswell as reasons for the changes
√ Applicable □ Not applicable
| Items | Ending balance (RMB 10,000) | Operaing balance(RMB 10,000) | Changes ratio | Reasons of changes |
| Monetary funds | 23,664.40 | 40,956.48 | -42.22% | Mainly due to the construction investment expenditure of Line 7 project and the expenditure of purchasing wealth management products. |
| Tax payable | 1,085.56 | 2,254.56 | -51.85% | Mainly due to the payment of corporate income tax in the fourth quarter of 2019 during the reporting period. |
| Items | Amount at the period（RMB 10,000) | Amount at the same period of last year(RMB 10,000) | Changes ratio | Reasons of changes |
| Operating income | 38,403.89 | 59,284.00 | -35.22% | Mainly due to rental income dropped significantly as the impact of the coronary epidemic (reduction of rent in February and March), and it had not been engaged in trading business during the reporting period, resulting in a substantial decline in trading income. |
| Operating cost | 35,529.14 | 55,285.18 | -35.73% | Mainly due to the fact that it had not been engaged in trading business during the reporting period, resulting in a substantial decline in trading costs. |
| Sale expenses | 506.05 | 232.89 | 117.29% | Mainly due to the increase in sales and service fees for developing new customers. |
| Financial expenses | 92.56 | -47.48 | 294.95% | Mainly due to the year-on-year increase in exchange losses. |
| Assets impairment loss | 1,698.96 | 622.80 | 172.79% | Mainly due to the increase in the provision for falling prices of raw material inventories during the reporting period. |
| Investment income | 753.26 | 478.67 | 57.37% | Mainly due to the year-on-year increase in wealth management income during the reporting period. |
| Operating profit | -1,143.84 | 1,301.12 | -187.91% | Mainly due to that the profit of property leasing dropped sharply due to the epidemic situation, and the profit from trading in the main business dropped sharply as not been engaged in trading business during the reporting period. |
| Total frofit | -1,141.64 | 1,301.36 | -187.73% | Mainly affected by the sharp decline in operating profit. |
| Net profit attributable to parent company | -582.71 | 1,038.19 | -156.13% | Mainly affected by the sharp decline in total profit. |
| Net cash generated from used in operating activities | -8,458.52 | 2,356.72 | -458.91% | Mainly due to the relatively large trade payment collected in the same period last year. |
| Net cash flow generated by investment activities | -80.92 | -1,696.10 | 95.23% | Mainly due to the increase in the recovery of wealth management funds over the reporting period compared with the same period last year. |
| Net cash flow generated by financing activities | -40.05 | -28,782.59 | 99.86% | Mainly due to the large repayment of bank loans in the same period last year. |
plan by about 3 months. The company further strengthened the monitoring and management of budget, schedule,quality and other aspects, and rearranged the construction time node. It’s estimated that the purification anddecoration project will be completed by the end of July 2020, the installation of host equipment and thecommissioning of a single host equipment will be completed by the end of December 2020, and the trialproduction will begin in January 2021.
As of March 31, 2020, the cumulative investment contract value of the Line 7 project was 1,444. 3319 millionyuan, and the actual payment was 977.7257 million yuan (using the raised funds of 409.9276 million yuan, andusing its own funds and government funds of 567.7981 million yuan).(II) Matters concerning the Company's involving arbitration and the subsidiary’s' 2019 performancecommitment compensation
On March 9, 2020, the Company received the 2020 Shen Guo Zhong Shou No. 452-2 "Arbitration Notice" andthe "Arbitration Application" submitted by Hangzhou Jinjiang Group Co., Ltd. who is the applicant. The Companyis the respondent for this arbitration. Hangzhou Jinjiang Group Co., Ltd. filed the arbitration request: 1. Ruling formaking the following changes to the "Cooperation Agreement": (1) delete the original Article 3.1 of the"Cooperation Agreement", and the relevant outstanding rights and obligations will no longer be performed ; (2)Delete the original Article 6.4 of the "Cooperation Agreement", and the relevant rights and obligations that have notbeen fulfilled will no longer be performed; 2. The respondent shall be ruled to pay the arbitration fee in this case andthe actual expenses of the arbitral tribunal. The applicant reserves the right to further modify the arbitration request.For details, please refer to the "Announcement on the Company's Involving Arbitration" onhttp://www.cninfo.com.cn.(Announcement No.: 2020-07).
On March 26, 2020, the Company received the 2020 Shen Guo Zhong Shou No. 452-3 "Notice on Extendingthe Arbitrator's Appointment Period" delivered by the Shenzhen International Arbitration Court. Due to thecomplex disputes in this case and the special epidemic background, the applicant needs additional time tocommunicate with the respondent on the procedural matters in this case, therefore it applied to the ShenzhenInternational Arbitration Court to extend the time limit for the arbitrator appointed in this case. The ShenzhenInternational Arbitration Institute considered that the applicant’s request was reasonable, and requested both partiesto in written notify the Shenzhen International Arbitration Institute of the results of the appointment of the arbitratorbefore March 30, 2020. Therefore, the Company appoints an arbitrator within 15 days after receiving the arbitrationnotice on March 9, 2020, which is to extend to appoint an arbitrator before March 30, 2020, and notifies theShenzhen International Arbitration Court of the result in writing. For details, please refer to the "Announcement onthe Progress of the Company's Involving Arbitration" disclosed on http://www.cninfo.com.cn.(Announcement No.:
2020-21).
As of March 30, 2020, both parties involved in the arbitration had notified the Shenzhen InternationalArbitration Court of the results of the selected arbitrators in accordance with the arbitration procedures. On April17, 2020, the Company received the 2020 Shen Guo Zhong Shou No. 452-4 "Composition of ArbitrationTribunal" delivered by Shenzhen International Arbitration Court, stating the two sides have each appointed anarbitrator and jointly appointed a chief arbitrator, which on April 16, 2020 have formed an arbitration tribunal tohear the case.
As of the disclosure date of this report, the Company is in the stage of preparing the defense materials, and thearbitration has not yet been heard. In view of the uncertainty of the above-said of the Company's involvedarbitration matters and the results of the arbitration, there will be uncertainty for Hangzhou Jinjiang Group Co.,Ltd’s commitment fulfillment to the Company's subsidiary Shenzhen Shengbo Optoelectronics Technology Co.,Ltd. on the latter’s 2019 annual performance commitment as it has not yet been fulfilled. The Company willcontinue to pay attention to the follow-up progress of this arbitration and timely fulfill its information disclosure
obligations.(III) Progress of Guanhua BuildingIn order to further revitalize the Company's stock assets, concentrate resources to do the main business, andstimulate the vitality of the Company, in the 22nd meeting of the seventh session of the board of directors and thesecond extraordinary shareholders’ general meeting of 2019 it approved the “Proposal on Transfer of ShenzhenGuanhua Printing & Dyeing Co., Ltd’s 50.16% Equity ", agreeing that the Company transfers its holding of 50.16%of the Shenzhen Guanhua Printing & Dyeing Co., Ltd on the Shenzhen United Property Exchange at a price not lessthan the evaluation result of 340.4683 million yuan that’s filed and approved by the state-owned assets managementdepartment . However, due to market reasons and changes in related conditions, after comprehensive considerationby the Company, the equity of Shenzhen Guanhua Printing & Dyeing Co., Ltd was not listed on the ShenzhenUnited Property Exchange. The Company will within the validity period of the subject equity evaluation report (toAugust 30, 2020) list the equity at a selected time according to market conditions and with combining with theactual operation of the Company. For details, please refer to the Announcement of 2019-55, 2019-63 and 2019-71on the website of http://www.cninfo.com.cn.
As of the disclosure date of this report, the equity of Shenzhen Guanhua Printing & Dyeing Co., Ltd was notlisted on the Shenzhen United Property Exchange.
| Announcement | Date of disclosure | Website for disclosure |
| Matters concerning the Company's involving arbitration for its subsidiary’s 2019 performance commitment compensation | March 11,2020 | http//www.cninfo.com.cn. Announcement No.2020-07 |
| March 28,2020 | http//www.cninfo.com.cn. Announcement No.2020-21 | |
| Matters concerning the Company providing guarantee for its subsidiary’s bank mortgage loans applied. | March 18,2020 | http//www.cninfo.com.cn. Announcement No.2020-18 |
| March 18,2020 | http//www.cninfo.com.cn. Announcement No.2020-19 | |
| April 7,2020 | http//www.cninfo.com.cn. Announcement No.2020-22 |
cancels the 58,000 restricted stocks held by the three original incentive subjects who left for personal reasons with arepurchase price of RMB 5.73 per share, thus a total of 1,935,720 restricted stocks shall be repurchased andcancelled.On September 12, 2019, for the above-mentioned restricted stock, the Company completed the repurchase andcancellation procedures at the China Securities Depository and Clearing Corporation Limited Shenzhen Branch.
2. About the repurchase and cancellation of some restricted stocks namely the repurchase and cancellation ofthe restricted stocks held by the three original incentive objectsOn December 30, 2019, the Company convened the twenty-fifth meeting of the seventh board of directors andthe seventeenth meeting of the seventh board of supervisors in which he "Proposal on the Repurchase of SomeRestricted Stocks" was approved, agreed that the Company buys back and cancels the 69,900 restricted stocksheld by the three original incentive subjects who left for personal reasons with a repurchase price of RMB 5.73 pershare.On January 16, 2020, the Company held the first shareholders’ extraordinary general meeting in 2020, inwhich it reviewed and approved the "Proposal on Repurchase of Some Restricted Stocks", and agreed that theCompany buys back and cancels the 69,900 restricted stocks held by the three original incentive subjects who leftfor personal reasons with a repurchase price of RMB 5.73 per share. For the above-mentioned restricted stocks, ithas not yet completed the repurchase and cancellation procedures at the China Securities Depository and ClearingCorporation Limited Shenzhen Branch.
3. About the repurchase and cancellation of some restricted stocks namely the repurchase and cancellation ofphase II restricted stocks and the restricted stocks held by the three original incentive objectsOn March 12, 2020, the Company convened the 27th meeting of the 7th Board of Directors and the 19thmeeting of the 7th Board of Supervisors, in which it reviewed and approved the "Proposal on the Repurchase ofSome Restricted Stocks", agreed that the Company buys back and cancels the restricted stock of the Phase II-thatdoes not meet the conditions for lifting the sales restriction in the second phase of 1,313,340 shares held by 110incentive objects with a repurchase price of RMB 5.73 per share plus with the interest during the same period thatthe bank's deposit has, and buys back and cancels the 120,000 restricted stocks-granted but have not been lifted forsale-held by the three original incentive subjects who left for personal reasons with a repurchase price of RMB 5.73per share, thus a total of 1,433,340 restricted stocks shall be repurchased and cancelled.
On April 3, 2020, the Company held the second extraordinary shareholders ‘ general meeting of 2020, in whichit reviewed and approved the "Proposal on the Repurchase of Some Restricted Stocks", agreed that the Companybuys back and cancels the restricted stock-that does not meet the conditions for lifting the sales restriction in thesecond phase of 1,313,340 shares held by 110 incentive objects with a repurchase price of RMB 6.01 per share, andbuys back and cancels the 120,000 restricted stocks held by the three original incentive subjects who left forpersonal reasons with a repurchase price of RMB 5.73 per share, thus a total of 1,433,340 restricted stocks shall berepurchased and cancelled. The afore-mentioned restricted stocks have not yet completed the repurchase andcancellation procedures at the China Securities Depository and Clearing Corporation Limited Shenzhen Branch.
Progress in the implementation of the reduction of the repurchased shares by means of centralized bidding
□ Applicable √ Not applicable
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
| Commitment | Commitment maker | Type | Contents | Time of making commitment | Period of commitment | Fulfillment |
| Commitment on share reform | Shenzhen Investment Holdings Co., Ltd. | Share reduction 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 the future, and the decrease of the shares they hold reaches 5% within 6 months after the first decrease, they will disclose 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” and the provisions of the relevant business principles of Shenzhen Stock Exchange. | August 4, 2006 | Sustained and effective | Under Fulfillment |
| Commitment in the acquisition report or the report on equity changes | ||||||
| Commitment made upon the assets replacement | ||||||
| Commitments made upon issuance | Shenzhen Investment Holdings Co., Ltd. | Commitments on horizontal competition, related transaction and capital occupation | 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 Statement, Shenzhen Investment Holdings Co., Ltd. and its wholly owned | October 9, 2009 | Sustained and effective | Under Fulfillment |
| 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 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. | |||||
| Shenzhen Investment Holdings Co., Ltd. | Commitments on horizontal competition, related transaction and capital occupation | 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 | July 14, 2012 | Sustained and effective | Under Fulfillment |
| 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, 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 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. | ||||||
| Equity incentive commitment | Shenzhen Textile(Holdings) Co., Ltd. | Other commitment | 1.The company undertakes not to provide loans, loan guarantees, and any other forms of financial assistance to the incentive objects for obtaining the restricted stocks in the incentive plan; 2. The company undertakes that there is no circumstance that the stock incentive shall be prohibited as stipulated in the provisions of | November 27,2017 | December 27,2021 | Under Fulfillment |
| Article 7 of the “Measures for the Management of Stock Incentives of Listed Companies”. | ||||||
| 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 unfulfillment and the net stage of the working plan | Not applicable | |||||
| Type | Capital resources | Amount for entrust | Undue balance | Overdue amount |
| Bank financing product | Self funds | 65,000 | 53,000 | 0 |
| Total | 65,000 | 53,000 | 0 | |
| Name of Trustee Organization (or Truste | 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 | The actual recovery of profit and loss during | Amount of provision for impairment (if any) | Whether passed the statutory procedure | Whether there is any entrusted financial | Summary of events and related search index |
| e Name) | period | the reporting period | plan in the future | (if any) | ||||||||||||
| SPD Bank Co., ltd. Fenghuang Building Branch | Bank | Structure Deposit | 28,000 | Self funds | February 5,2020 | August 3,2020 | Bank financial products | Due payment at a time | 3.85% | 539 | 0 | Not yet due | Yes | Not applicable | ||
| SPD Bank Co., ltd. Fenghuang Building Branch | Bank | Structure Deposit | 12,000 | Self funds | March 12,2020 | September 14,2020 | Bank financial products | Due payment at a time | 3.85% | 233.57 | 0 | Not yet due | Yes | Not applicable | ||
| Total | 40,000 | -- | -- | -- | -- | -- | -- | 772.57 | 0 | -- | -- | -- | -- | |||
IX. 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.
April 30,2020