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].

Group 1: Company Overview - The company is Shenzhen Textile (Group) Co., Ltd., with stock codes 000045 and 200045 for A and B shares respectively [1]. Group 2: Investor Relations Activity - The investor relations activity took place on December 4, 2014, with 37 participants from various securities firms [2]. - The meeting was led by the company's Vice General Manager and other key executives [2]. Group 3: Business Strategy and Reform - The company has not received any reform plans from its controlling shareholder, focusing instead on its main business and the development of its polarized film projects [3]. - The company is transitioning its main business towards polarized film production, which is a set direction [3]. Group 4: Project Updates - The first phase of the polarized film project faced challenges, including reduced orders due to stock adjustments by panel manufacturers, but orders have since recovered and slightly increased compared to last year [3]. - The production yield for TV products is currently over 80%, indicating room for improvement compared to industry standards [3]. Group 5: Collaboration and Challenges - The collaboration with Nitto Denko for the second phase of the polarized film project is currently stalled due to disagreements on cooperation terms [4]. - The company is facing difficulties in the polarized film business, including intense competition from foreign companies and limited scale preventing economies of scale [5]. Group 6: Market Conditions - The average gross margin for polarized films is around 20%, with prices having decreased by approximately 25% since 2012, and a further decline of 3%-5% expected this year [7][8]. - The company is positioned to meet the growing demand for thinner polarized films, particularly for high-end smartphones [6]. Group 7: Competitive Advantages - The company offers personalized services and has local advantages, such as lower transportation costs and higher communication efficiency with clients [7]. - National policies support the flat panel display industry, providing benefits like reduced tariffs on raw materials [7].

Group 1: Company Background and Development - The company, Shenzhen Textile (Group) Co., Ltd., was established in 1984 and went public in 1994, transitioning from traditional textile to high-tech polarizer production [2][3] - In 1995, the company partnered with ADS to establish Shenzhen Shengbo Polarizer Co., Ltd., which led to the production of the first small-sized black-and-white polarizer in 1999 [3] - The company has undergone significant transformation, proposing a shift to high-tech polarizer production in 2008, with government approval for a project to build four production lines [3][4] Group 2: Current Product Issues - The yield rate for TV polarizer products is stable at around 95%, which is below the industry leaders' yield rates of approximately 98%-99% [4] - The company faces challenges in production efficiency due to single-line production, leading to insufficient capacity utilization and high production costs [4][5] - The price of polarizers is influenced by multiple factors, including panel prices and raw material costs, with significant declines in panel prices affecting financial indicators [4][5] Group 3: Production Capacity and Challenges - The designed capacity for the 4th production line is 6 million square meters per year, but actual output is lower due to product switching [5] - The company is working to increase production line capacity through acceleration, which requires enhanced management [5][6] - The company terminated its cooperation with Nitto Denko due to the need for adjustments in product technology and equipment selection for future market demands [5][6] Group 4: Project Progress and Timeline - The second-phase project is currently in progress, with a construction cycle of approximately 15 months, including 9 months for equipment manufacturing, 3 months for installation, and 3 months for debugging [6] - The company has engaged in thorough communication with investors and adhered to regulations to prevent the leakage of significant undisclosed information [6]

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]