证券代码：000045、200045 证券简称：深纺织 A、深纺织 B 公告编号：2023-36 深圳市纺织（集团）股份有限公司 关于发行股份及支付现金购买资产并募集配套资金 暨关联交易事项的进展公告 本公司及董事会全体成员保证公告内容的真实、准确和完整，没有虚假记载、 误导性陈述或重大遗漏。 特别提示： 1、深圳市纺织（集团）股份有限公司（以下简称"公司"）于 2022 年 12 月 31 日披露的《深圳市纺织（集团）股份有限公司发行股份及支付现金购买资产并募集 配套资金暨关联交易预案》及其摘要中，已对本次交易涉及的有关风险因素及尚需 履行的审批程序进行了详细说明，敬请广大投资者认真阅读相关内容，并注意投资 风险。 2、截至本公告披露日，本次重组工作有序推进中。公司正与交易对方进一步 协商交易细节，公司或者交易对方撤销、中止本次重组方案或者对本次重组方案作 出实质性变更存在不确定性。 3、公司将根据交易进展择机重新召开董事会审议本次交易相关事项，并以该 次董事会决议公告日作为发行股份的定价基准日。 一、本次交易概况 3、2022 年 12 月 31 日，公司披露了《关于披露重组预案的一般风险提示暨公司 股票 ...

Financial Performance - The company's operating revenue for the first half of 2023 was CNY 1,490,095,669.55, representing a 3.11% increase compared to CNY 1,445,137,309.09 in the same period last year[20]. - Net profit attributable to shareholders decreased by 14.44% to CNY 36,307,162.97 from CNY 42,433,525.10 year-on-year[20]. - Basic earnings per share fell to CNY 0.0717, down 14.44% from CNY 0.0838 in the same period last year[20]. - The company reported a significant increase in revenue for the first half of 2023, with a year-on-year growth of 12%[84]. - The company reported a net profit margin of 18%, reflecting improved operational efficiency[84]. - The company reported a net profit for the first half of 2023 was CNY 52,186,805.23, a decrease of 25.6% compared to CNY 70,104,710.88 in the same period of 2022[154]. - The total profit for the first half of 2023 was CNY 57,899,822.61, down 17.8% from CNY 70,445,608.69 in the same period last year[154]. Revenue Sources - The revenue from the manufacturing sector accounted for 96.24% of total revenue, with ¥1.43 billion generated, reflecting a 1.81% increase from ¥1.41 billion in the previous year[47]. - The revenue from polarizers reached ¥1.41 billion, which is 94.79% of total revenue, showing a 1.91% increase from ¥1.39 billion year-on-year[47]. - The company reported a significant increase in income from property leasing and management, which rose by 53.08% to ¥56.09 million, compared to ¥36.64 million in the previous year[47]. Cash Flow and Assets - The net cash flow from operating activities dropped significantly by 81.87%, amounting to CNY 14,402,973.60 compared to CNY 79,438,234.59 in the previous year[20]. - Cash and cash equivalents decreased by 6.80% to ¥616,242,142.99, primarily due to investments in financial products[51]. - The company's cash and cash equivalents dropped significantly from CNY 426,042,455.28 to CNY 128,173,826.37, a decrease of approximately 69.9%[149]. - Total assets increased by 0.99% to CNY 5,672,845,637.91 from CNY 5,617,137,367.90 at the end of the previous year[20]. Market and Industry Outlook - The global demand for polarizers is expected to grow from 567 million square meters in 2022 to 669 million square meters by 2026, with China's market share increasing from 67% to 80%[36]. - The average size of TV panels has surpassed 50 inches in 2023, driving demand for larger polarizers[36]. - The company is focusing on optimizing product structure and prioritizing high-margin orders, resulting in a year-on-year increase in polarizer sales volume[30]. Strategic Initiatives - The company is actively pursuing major asset restructuring and conducting audits and due diligence related to the transaction[30]. - The company is committed to continuous R&D, particularly in expanding its OLED TV product line and improving performance for OLED mobile products[30]. - The company is enhancing supplier management and promoting material localization to reduce procurement costs[30]. Environmental and Compliance Efforts - Shengbo Optoelectronics achieved a VOCs removal rate of over 99.9% in its waste gas treatment, with emissions controlled below 40 mg/m³[76]. - The company has established an emergency response plan for environmental incidents, which has been filed with relevant authorities[78]. - There were no administrative penalties imposed on the company or its subsidiaries during the reporting period due to environmental issues[81]. Legal and Regulatory Matters - The company has not faced any administrative penalties or criminal charges in the last three years, ensuring compliance and credibility[85]. - The company reported a commitment to provide accurate and complete information during the asset restructuring process, ensuring no false records or misleading statements exist[85]. - The company is involved in a rental contract dispute with a claim of 7.37 million yuan, with a court hearing set for August 23, 2023[100]. Future Plans and Projections - The company provided a positive outlook for the second half of 2023, projecting a revenue growth of 10% to 15%[84]. - New product launches are expected to contribute an additional 5% to overall revenue in the upcoming quarter[84]. - The company plans to expand its market presence and invest in new product development to drive future growth[164].

Financial Performance - The company's operating revenue for 2022 was ¥2,837,988,264.36, representing a 21.80% increase compared to ¥2,293,747,892.06 in 2021[22]. - The net profit attributable to shareholders for 2022 was ¥73,309,182.94, a 31.54% increase from ¥61,162,384.25 in 2021[22]. - The net profit after deducting non-recurring gains and losses was ¥54,148,057.50, up 53.74% from ¥40,650,013.22 in 2021[22]. - The net cash flow from operating activities was ¥490,238,550.60, a significant improvement from a negative cash flow of ¥4,436,980.35 in 2021[22]. - Total assets at the end of 2022 were ¥5,617,137,367.90, a 0.96% increase from ¥5,496,647,107.83 at the end of 2021[23]. - The net assets attributable to shareholders increased by 1.35% to ¥2,849,264,555.21 at the end of 2022 from ¥2,816,795,889.89 at the end of 2021[23]. - The basic earnings per share for 2022 were ¥0.14, reflecting a 27.27% increase from ¥0.12 in 2021[22]. - The company reported a significant increase in cash flow from operating activities in Q4 2022, amounting to ¥374,336,767.15[28]. - The company achieved operating revenue of 2.84 billion yuan, a year-on-year increase of 21.80%[49]. - The net profit attributable to shareholders was 73.31 million yuan, representing a year-on-year growth of 31.54%[49]. - The company's total profit was 44.35 million yuan, a decrease of 42.54% compared to the previous year, primarily due to declining prices of polarizers and increased production costs from the new large-size TV polarizer project[49]. Dividend Distribution - The company plans to distribute a cash dividend of 0.60 CNY per 10 shares to all shareholders, based on a total of 506,521,849 shares[5]. - The total number of shares for dividend distribution was 506,521,849, with a cash dividend payout ratio of 100% of the distributable profits[144]. - The company reported a distributable profit of RMB 170,636,610.95 for the fiscal year 2022[144]. - The company distributed cash dividends of RMB 30,391,310.94, amounting to RMB 0.60 per 10 shares for the fiscal year 2022[146]. Business Operations and Strategy - The company has undergone a change in its business scope since July 2012, now including the production and processing of textiles, garments, and related products[20]. - The company is a leading domestic manufacturer of polarizers, with a focus on high-tech industries, particularly in the liquid crystal display (LCD) sector[34]. - The company operates 7 production lines with a total planned capacity of 3,200,000 square meters for TFT/OLED products, indicating significant production capabilities[37]. - The company has implemented a strategy to optimize product and customer structures, enhancing risk resistance and market share during a period of reduced production by clients[35]. - The company is pursuing a major asset restructuring to acquire 100% equity of Hengmei Optoelectronics, aiming to enhance core competitiveness and resource integration[35]. - The company is focused on innovation and cost reduction through lean management practices, aiming to improve overall operational efficiency[35]. - The company aims to enhance its core business profitability by implementing four key strategies: scaling production capacity, product differentiation, fostering innovation, and optimizing management efficiency[95]. - The company is actively pursuing a major asset restructuring to achieve industry consolidation, aiming to enhance production scale and optimize the supply chain in the polarizer industry[96]. Research and Development - The company has a strong R&D focus, with over 100 authorized patents, including 18 domestic invention patents, and has successfully achieved mass production of OLED TV polarizers[42]. - The company received 8 authorized patents in 2022, including 1 invention patent and 7 utility model patents, enhancing its R&D capabilities[51]. - Research and development expenses decreased by 22.21% to ¥80,520,155.54, attributed to stabilization in product types and structures[67]. - The number of R&D personnel increased by 26.90% to 184, representing 12.00% of the total workforce, up from 10.61%[68]. Market and Sales - The company reported a significant increase in sales for its subsidiary, 盛投（香港）有限公司, with revenue reaching HKD 6,209,327.26, compared to HKD 6,119,515.80 in the previous period, reflecting a growth of approximately 1.47%[86]. - The property management subsidiary, 深圳市深纺笋岗物业管理有限公司, achieved revenue of HKD 11,322,279.38, up from HKD 9,183,003.92, indicating a growth of about 23.3%[86]. - Domestic sales represented 95.94% of total revenue, showing a year-on-year increase of 31.15%[58]. - The company's manufacturing segment accounted for 95.91% of total revenue, with a year-on-year growth of 24.25%[58]. - The sales volume of polarizers increased by 40.49% year-on-year, reaching 3,537.08 million square meters, driven by the release of capacity from Line 7[60]. Risk Management - The company acknowledges potential risks including macroeconomic risks, market risks, and raw material risks, urging investors to remain aware of investment risks[4]. - The company recognizes potential risks, including macroeconomic fluctuations, market competition, and raw material supply constraints, which could impact its performance[92][93][94]. - The company is positioned to benefit from the domestic market's shift towards local production in the polarizer industry, as overseas manufacturers gradually withdraw, creating opportunities for domestic players[89]. Governance and Compliance - The board of directors has confirmed the accuracy and completeness of the annual report, ensuring no false statements or significant omissions[4]. - The company maintained a clear separation from its controlling shareholders, ensuring independent operations in finance, personnel, and business activities[110]. - The company emphasized transparency and investor communication, adhering to the principles of public, fair, and just information disclosure[109]. - The company held three shareholder meetings in 2022, ensuring compliance with legal requirements and protecting minority shareholders' voting rights[107]. - The board of directors convened 10 meetings in 2022, adhering to governance protocols and actively participating in training to enhance their understanding of relevant laws[108]. - The supervisory board held 6 meetings in 2022, effectively monitoring the company's financial practices and ensuring compliance by management[108]. - The company has a strong governance structure in place to ensure compliance and accountability within its operations[116]. Environmental Responsibility - The company is committed to environmental protection by ensuring compliance with legal standards for noise, wastewater, and emissions during production[174]. - The company actively promotes green office practices and environmental awareness among employees to align production with environmental protection[174]. - The company has successfully maintained compliance with environmental regulations and standards throughout its operations[160]. - The organic waste gas treatment efficiency of Shengbo Optoelectronics reached over 99%, meeting emission standards[162]. - In 2022, Shengbo Optoelectronics invested CNY 22.6571 million in environmental governance and protection[170]. - The environmental protection tax paid by Shengbo Optoelectronics in 2022 amounted to CNY 40,417[170]. Employee Management - The total number of employees at the end of the reporting period is 1,575, with 1,323 from major subsidiaries and 55 from the parent company[139]. - The professional composition includes 1,107 production personnel, 198 technical personnel, 32 sales personnel, 30 financial personnel, and 208 administrative personnel[139]. - The company has established a systematic talent training system to enhance core competitiveness and employee capabilities[143]. - The company has improved its human resources management system to optimize talent development, performance compensation, and promotion processes[173]. - The company has revised its human resources management policies to better protect employee rights and interests[172]. Future Outlook - The company provided a future outlook projecting a revenue growth of 10% for the next fiscal year, driven by new product launches and market expansion strategies[126]. - The company plans to expand its market presence in Southeast Asia, targeting a 30% increase in market share within the next two years[126]. - A strategic acquisition of a local textile firm is expected to enhance production capacity by 40%[126]. - The company aims to enhance its sustainability initiatives, with a target of reducing carbon emissions by 20% by 2025[126]. Legal and Regulatory Compliance - The company has not faced any administrative penalties or criminal sanctions in the last three years, maintaining a good integrity status[180]. - The company has committed to timely disclosure of any relevant information during the transaction period[180]. - The company has ensured that all documents submitted are authentic and consistent with original materials[180]. - The company has not reported any major violations or misconduct in the last three years[182].

证券代码：000045、200045 证券简称：深纺织 A、深纺织 B 1 深圳市纺织（集团）股份有限公司 投资者关系活动记录表 编号：2015-02 | --- | --- | --- | |---------------------------|-------------------------|------------------------------------------------------------------| | | | | | 投资者关系活 | ■ | 特定对象调研 □分析师会议 | | 动类别 | □ 媒体采访 □业绩说明会 | | | | □ 新闻发布会 □路演活动 | | | | □ 现场参观 | | | | | □其他 （请文字说明其他活动内容） | | 参与单位名称 | 彬元资本 | | | 及人员姓名 | 罗迟放 | | | 时间 | 2015 年 9 月 23 | 日上午 9:00-10:30 | | 地点 | 公司六楼会议室 | | | 上市公司接待 | 公司副总经理：朱梅柱 | | | 人员姓名 | 公司董事会秘书：姜 澎 | | | | 公司董秘处主任：莫夏云 | ...

证券代码：000045、200045 证券简称：深纺织 A、深纺织 B 深圳市纺织（集团）股份有限公司 投资者关系活动记录表 编号：2015-01 | --- | --- | --- | |-----------------------|--------------------------------------------|-----------------------------------------------------------| | | | | | 投资者关系活 | ■ | 特定对象调研 □分析师会议 | | 动类别 | □ 媒体采访 □业绩说明会 | | | | □ 新闻发布会 □路演活动 | | | | □ 现场参观 | | | | | □其他 （请文字说明其他活动内容） | | 参与单位名称 | | Kingsmead Asset Management Pte.Ltd | | 及人员姓名 | 胡伟强、张国源 | | | 时间 | 2015 年 6 月 16 | 日上午 11:00-12:00 | | 地点 | 公司六楼会议室 | | | 上市公司接待 人员姓名 | 公司副总经理：朱梅柱 ...

Group 1: Company Background and Development - Shenzhen Textile (Group) Co., Ltd. was established in 1984 and went public in 1994 [2] - The company shifted focus to the production of polarizers due to the related production processes with textiles [3] - In 1995, the company partnered with ADS to establish Shenzhen Shengbo Optoelectronic Co., Ltd., which produced the first small-sized black-and-white polarizer in 1999 [3] Group 2: Market Position and Technology - The company transitioned from traditional textile to high-tech polarizer production, with plans for four polarizer production lines for TFT-LCD applications [4] - OLED technology is expected to grow, but currently, 90% of global flat panel display investments are still in LCD technology [4] - The company is developing a production line that can manufacture both LCD and OLED polarizers [4] Group 3: Challenges and Financial Performance - The main reasons for losses in the polarizer business include small scale and weak bargaining power with suppliers [5] - In 2015, the company improved yield rates and reduced losses, but faced increased costs due to the appreciation of the Japanese yen in 2016 [5] - The current yield rate for TV polarizers is around 95%, which is below leading competitors like Nitto Denko and Sumitomo Chemical, whose yield rates are approximately 98%-99% [6] Group 4: Future Plans and Strategic Goals - The company aims to continue developing the polarizer industry as its main focus during the 13th Five-Year Plan period [6] - Plans to introduce strategic investors to enhance operational capabilities and expand the industry scale [7]

证券代码：000045、200045 证券简称：深纺织 A、深纺织 B 深圳市纺织（集团）股份有限公司 投资者关系活动记录表 编号：2016-01 | --- | --- | --- | |---------------------------|----------------------------------------------|-------------------------------------------------------------| | | ■ | 特定对象调研 □分析师会议 | | | □ | 媒体采访 □业绩说明会 | | 投资者关系活 | □ 新闻发布会 □路演活动 | | | 动类别 | □ 现场参观 | | | | | □其他 （请文字说明其他活动内容） | | 参与单位名称 | | 拾贝投资管理（北京）有限公司分析员 张望 | | 及人员姓名 | | | | 时间 | 2016 年 5 月 12 | 日下午 15:00-16:00 | | 地点 | 公司六楼会议室 | | | 上市公司接待 人员姓名 | 公司董事会秘书：姜 澎 公司董秘处主任：莫夏云 | | | | 公 ...

Group 1: Production Capacity - The small-sized polarizer production lines 1-3 and 5 have a capacity utilization rate of approximately 70-80% [2][3] - The large-sized polarizer production lines 4 and 6 are operating at full capacity [3] Group 2: Operational Optimization - The company is optimizing product and customer structures to increase the proportion of high-margin products and reduce customer concentration [3] - Efforts are being made to lower production costs and improve overall production line capacity by reducing waste and enhancing yield rates [3] Group 3: Product Quality - The yield rate for polarizer products is around 95% for TV polarizers, with line 6 achieving a yield rate of 96% [3] - Compared to leading manufacturers like Nitto Denko, which have yield rates of approximately 98-99%, there is still a gap that the company is working to close [3] Group 4: Project Development - The 7th production line, with a planned capacity of 32 million square meters, is under construction and was topped off by December 31, 2019 [4] - Due to the impact of the COVID-19 pandemic, the project is delayed by approximately 3 months, with production expected to start in January 2021 [4] Group 5: Competitive Landscape - Major competitors in the polarizer market in mainland China include Kunshan Chimei, LG Chem, and Sanli Pu, which are planning to establish production lines for large-sized polarizers [4] - The company is focusing on the industrialization of large-sized polarizers to capture market opportunities and enhance revenue [5]