证券代码：000045、200045 证券简称：深纺织A、深纺织B 公告编号:2026-02 深圳市纺织（集团）股份有限公司 关于变更公司注册地址并修订 《公司章程》的公告 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。 深圳市纺织（集团）股份有限公司（以下简称"公司"）于2026年1月30日召开公司第八届董事会第四十 九次会议，审议通过了《关于变更公司注册地址并修订〈公司章程〉的议案》，同意变更公司注册地址 并修订《公司章程》，并同意董事会提请股东会授权公司管理层负责办理工商变更登记相关事宜。现将 具体情况公告如下： 一、注册地址变更情况 公司根据实际经营发展需要，拟将注册地址由"深圳市前海深港合作区南山街道恒升街2号中国国有资本 风投大厦A塔A1203"变更为"深圳市前海深港合作区南山街道恒升街2号中国国有资本风投大厦A塔 A3604"。 二、《公司章程》修订情况 根据上述公司注册地址变更情况，拟对《公司章程》相关条款进行修订，具体情况如下： ■ 除上述条款修改外，《公司章程》其他条款内容保持不变。 本议案尚需提交公司股东会审议，并需经出席会议的股东所持表决权的 ...

Group 1 - The company held its 48th meeting of the 8th Board of Directors on December 5, 2025, with all 9 directors present, including independent directors participating via remote voting [1] - The board approved the revision of the "Information Disclosure Management System" with a unanimous vote of 9 in favor, 0 against, and 0 abstentions [1] - The board also approved the revision of the "Related Party Transaction Management System" with the same voting results [2] Group 2 - The company announced the convening of the 5th extraordinary shareholders' meeting of 2025, which will take place on December 23, 2025 [3][4] - The meeting will be conducted in compliance with relevant laws and regulations, ensuring its legality and compliance [6] - Shareholders can participate in the meeting through both on-site and online voting, with specific voting times outlined [7][8] Group 3 - The deadline for share registration for the meeting is December 12, 2025, for A-shareholders, while B-shareholders must purchase shares by the same date to attend [7] - The meeting will be held at the company's headquarters in Shenzhen, and all registered shareholders are entitled to attend [8][9] - The company will separately count votes from small and medium investors, ensuring transparency in the voting process [9]

Core Viewpoint - The Shenzhen Textile (Group) Co., Ltd. held its third extraordinary general meeting of shareholders in 2025, where the meeting's legality and the resolutions passed were confirmed [1][4]. Meeting Details - The meeting was attended by a total of 280 shareholders and authorized representatives, representing 257,955,978 shares, which accounts for 50.9269% of the total voting shares [2][3]. - Of the attendees, 2 were present at the venue, representing 250,198,468 shares (49.3954%), while 278 participated via online voting, representing 7,757,510 shares (1.5315%) [2][4]. - No B-share shareholders attended or voted in the meeting [4]. Voting and Resolutions - The meeting adopted a combination of on-site and online voting methods [4]. - The resolution regarding the subsidiary's equipment purchase and related transactions was approved [4]. Legal Opinions - The legal opinion provided by Guangdong Huashang Law Firm confirmed that the meeting's procedures complied with relevant laws and regulations, and the qualifications of the conveners and attendees were valid [4]. Documentation - The resolutions from the third extraordinary general meeting and the legal opinion from Guangdong Huashang Law Firm are available for review [5]. Announcement - The announcement regarding the meeting was made by the Board of Directors of Shenzhen Textile (Group) Co., Ltd. on November 1, 2025 [6].

Core Viewpoint - Shenzhen Textile (Group) Co., Ltd. announced the completion of the asset evaluation for the purchase of a polarizer production line by its subsidiary, Shengbo Optoelectronics, with the transaction amount set at approximately RMB 179.21 million, which is below the assessed value of RMB 179.53 million [1][2]. Group 1: Transaction Details - The board of directors approved the proposal for Shengbo Optoelectronics to purchase idle new polarizer production equipment from Hengmei Optoelectronics, with a transaction amount of RMB 179.21 million (excluding tax) [1]. - The final transaction price will not exceed the assessed value approved by the state-owned asset management department [1]. - The proposal is subject to approval at the company's third extraordinary general meeting of shareholders in 2025 [1]. Group 2: Asset Evaluation - The assessed value of the polarizer production line equipment has been confirmed at RMB 179.53 million (excluding tax), consistent with the previously disclosed asset evaluation results [2]. Group 3: Documentation - The announcement includes a reference to the "State-owned Asset Evaluation Project Filing Form" as a supporting document for the transaction [3].

Group 1 - The core point of the news is the announcement of the resolutions from the second extraordinary general meeting of shareholders held by Shenzhen Textile (Group) Co., Ltd. on September 29, 2025, which included the election of a new board member and amendments to the company's articles of association [1][2][3]. Group 2 - The meeting was held on September 29, 2025, with both on-site and online voting options available for shareholders [2]. - A total of 138 shareholders and their authorized representatives attended the meeting, representing 255,698,778 shares, which is 50.4813% of the total voting shares [3]. - The meeting was legally compliant with relevant laws and regulations, and the procedures followed were deemed valid [12]. Group 3 - The proposal to elect Li Gang as a director of the eighth board was approved, with his term aligning with that of the board [8]. - The amendments to the company's articles of association, rules of shareholder meetings, and rules of board meetings were all passed with the required majority [9][10][11]. - The proposal regarding the investment management system and the procurement cooperation and related transactions by subsidiaries were also approved [12]. Group 4 - Legal opinions provided by Guangdong Huashang Law Firm confirmed the legality of the meeting's procedures and resolutions [12]. - The company has made available the resolutions from the meeting and the legal opinion for public reference [13]. Group 5 - The eighth board's 44th meeting was held on September 29, 2025, where Li Gang was elected as the chairman of the board [15]. - Li Gang was also appointed as a member and convener of the strategic planning committee of the board [16]. - His qualifications and background were confirmed, indicating no conflicts of interest or disqualifications [17].

Core Viewpoint - Shenzhen Textile (Group) Co., Ltd. held its 43rd meeting of the 8th Board of Directors, where several resolutions were passed regarding amendments to the company's articles of association and rules, as well as approval for related party transactions and the convening of a second extraordinary general meeting of shareholders in 2025 [1][2][3][4][5][6][7][8][9]. Summary by Sections Board Resolutions - The board unanimously approved the amendment of the company's articles of association, which will be submitted for review at the second extraordinary general meeting of shareholders in 2025, requiring a two-thirds majority for approval [1][2]. - The board also approved amendments to the rules of the general meeting of shareholders, which will similarly require shareholder approval [3][4]. - Amendments to the rules of the board of directors and the audit committee's working regulations were also approved, pending shareholder approval [4][5][6]. - The board approved the amendment of the general manager's working rules and the investment management system, both requiring further shareholder approval [6][7]. Related Party Transactions - The company’s subsidiary, Shenzhen Shengbo Optoelectronics Technology Co., Ltd., plans to engage in procurement cooperation with Hefei Xinmei Material Technology Co., Ltd. for raw materials, with an expected transaction amount not exceeding RMB 193 million for 2025 [9][10][11]. - This transaction is deemed a related party transaction due to the shared leadership between the two companies, as the vice chairman of Shengbo Optoelectronics is also the chairman of Hefei Xinmei [10][11][12]. Upcoming Shareholder Meeting - The second extraordinary general meeting of shareholders is scheduled for September 29, 2025, with provisions for both on-site and online voting [27][28][29]. - The meeting will address the resolutions passed by the board, including the amendments to the articles of association and the related party transactions [28][32].

Core Viewpoint - Shenzhen Textile (Group) Co., Ltd. announced the resignation of Chairman Yin Kefi, effective immediately, following a recommendation from the controlling shareholder, Shenzhen Investment Holdings Co., Ltd. [1][2] Group 1: Resignation Announcement - The board of directors accepted the resignation of Yin Kefi from all positions including Chairman, Director, and Legal Representative, with no impact on the board's operational capacity [1][2] - Yin Kefi did not hold any shares in the company and his departure will not affect the minimum number of board members required by law [1][2] Group 2: Board Meeting and New Nomination - A board meeting was held on September 5, 2025, where the board approved the nomination of Li Gang as a candidate for the board of directors [3][4] - The nomination of Li Gang will be submitted for approval at the upcoming shareholders' meeting, and his term will align with the current board's term [4] Group 3: Candidate Qualifications - Li Gang meets all legal and regulatory requirements to serve as a director, with no conflicts of interest or disqualifications noted [5] - He has no direct or indirect shareholding in the company and has no relationships with major shareholders or other board members [5]

Core Points - The company has not declared any cash dividends or stock bonuses for the reporting period [2] - The company has undergone a change in the board secretary, appointing Mr. Huang Min to the position [5][11] - The company has restored the business registration of its joint venture, Shenzhen Xieli, after a court ruling [4] Company Overview - Shenzhen Textile (Group) Co., Ltd. is listed under the stock codes 000045 and 200045, with shares known as Shenfangzhi A and B [5] - The company held its board meeting on August 21, 2025, where the 2025 semi-annual report was approved [8][12] Financial Data - The company reported that all directors attended the board meeting to review the semi-annual report [1] - The board confirmed that there were no changes in the controlling shareholder or actual controller during the reporting period [4] Important Events - The company has been involved in legal proceedings regarding the administrative actions taken against its joint venture, which has now been resolved in its favor [4] - The new board secretary, Mr. Huang Min, has relevant qualifications and experience, ensuring compliance with regulatory requirements [6][7]

2025Semi-annual Financial Report. Shenzhen Textile (Holdings) Co., Ltd 2025 Semi-annual Financial Report August 2025 1 2025Semi-annual Financial Report. I. Audit report Whether the semi-annual report has been audited □Yes No The Company's semi-annual financial report has not been audited. II. Financial statements The unit in the notes to the financial statements is: RMB 1. Consolidated balance sheet Prepared by: Shenzhen Textile (Holdings) Co., Ltd. June 30, 2025 Unit: RMB | Dividends receivable | 0.00 | 0. ...

Performance Forecast - The company expects a net profit of between 28 million and 42 million yuan for the period from January 1, 2025, to June 30, 2025, which represents a decrease of 4.31% to 36.20% compared to the same period last year, where the net profit was 43.89 million yuan [1] - The expected net profit after deducting non-recurring gains and losses is between 20 million and 30 million yuan, reflecting a decline of 14.89% to 43.26% from the previous year's figure of 35.26 million yuan [1] - The basic earnings per share are projected to be between 0.0553 yuan and 0.0829 yuan, compared to 0.0867 yuan in the same period last year [1] Reasons for Performance Change - The decline in profitability is attributed to several factors, including a decrease in the prices of certain products, an increase in procurement costs due to the appreciation of the Japanese yen, and increased research and development expenditures [1] - Non-recurring gains and losses are expected to impact the net profit attributable to shareholders by approximately 9.74 million yuan, primarily due to changes in the fair value of bank wealth management products held by the company [1]