[中报]深纺织Ｂ(200045):2023年半年度报告摘要（英文版）
Summary of the Semi-Annual Report 2023 I. Important notes The abstract of this semi-annual report comes from the full text of the report. In order to fully understand the company's operating results, financial situation, and future development plans, investors should carefully read the full text of the report in the designated media of the China Securities Regulatory Commission. Non-standard auditor’s opinion □ Applicable √Not applicable The profit distribution plan for ordinary shares or the plan for converting reserve funds into share capital during the reporting period reviewed by the board of directors □ 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 been reviewed and approved at the board meeting □ Applicable √Not applicable II. Basic information about the company 1. Company profile
May the Company make retroactive adjustment or restatement of the accounting data of the previous years □ Yes √ No
单位：股
There was no any change of the controlling shareholder of the Company in the reporting period. Change of the actual controller in the reporting period □ Applicable √ Not applicable There was no any change of the actual controller of the Company in the reporting period. 5.Number of preference shareholders and shareholdings of top 10 of them □ Applicable √ Not applicable No preference shareholders in the reporting period 6.The status of bonds remaining on the date of approval of the semiannual report □ Applicable √ Not applicable III. significant events 1.Issue shares to purchase assets and raise supporting funds According to the relevant regulations of Shenzhen Stock Exchange, upon the application of the company, the shares of the company were suspended from trading on the morning of December 19, 2022. On December 30, 2022, the company held the nineteenth meeting of the Eighth Board of Directors and the thirteenth meeting of the Eighth Board of Supervisors, and deliberated and passed the Proposal on the "Plan for Shenzhen Textile (Group) Co., Ltd. to Issue Shares, Pay Cash to Purchase Assets and Raise Matching Funds and Related Party Transactions" and Its Summary and other proposals related to this transaction. The company's shares resumed trading on the morning of January 3, 2023. The Company intends to purchase 100% equity of Hengmei Photoelectric Co., Ltd. by issuing shares and paying cash, and at the same time, it plans to raise matching funds from non-public offering of shares to no more than 35 qualified specific targets (hereinafter referred to as "this transaction"). This transaction constitutes a related party transaction and is expected to constitute a major asset restructuring, but it does not constitute a restructuring and listing, nor will it lead to the change of the actual controller of the company. This transaction is conducive to the company's strong alliance in the polarizer industry, rapidly increasing the production scale of polarizers, optimizing the layout of industrial chain and deepening the depth of technical reserves, making the company move towards a new level of high-quality development. Meanwhile, this major asset restructuring is in line with the relevant development strategies of the country and Shenzhen, and has positive significance for ensuring the security of the national new display supply Since the disclosure of the transaction plan, the Company and the relevant parties have actively promoted the audit, evaluation, due diligence and other work involved in this transaction. According to the requirements of relevant laws and regulations, the Company shall convene the meeting of the board of directors before June 30, 2023 to consider the draft restructuring report and issue a notice of convening a general meeting of shareholders. Since the validity period of the financial data of the target company of this transaction is about to expire, the intermediary intends to conduct additional audits and supplementary due diligence, and the Company still needs to communicate and negotiate the details of the transaction with the counterparty, there is uncertainty as to whether to adjust the restructuring plan, therefore the Company can not disclose the draft restructuring report plan and issue a notice of convening a general meeting of shareholders before June 30, 2023.After mutual consensus among all parties involved in the transaction, the Company will continue to advancethis transaction. For details, please refer to the Company's Announcement No. 2023-29 on CNINF (http://www.cninfo.com.cn). Presently, the Company is further communicating and negotiating the details of the transaction with the counterparty, and coordinating with various intermediaries to carry out additional audit, assessment and supplementary due diligence of the target company, as well as negotiating with the counterparty to determine the transaction plan and perform the state-owned assets approval procedures. Upon completion of the relevant work, the Company will reconvene the meeting of the Board of Directors to consider matters related to the transaction, and the date of the announcement of the resolution of the Board of Directors will be used as the pricing reference date for the shares to be issued for the transaction. 2. Disposal of assets of the joint venture company Shenzhen Xieli Shenzhen Xieli Automobile Enterprise Co., Ltd. (hereinafter referred to as "Shenzhen Xieli") is a Sino foreign joint venture established by the company and Hong Kong Xieli Maintenance Company in 1981, with a registered capital of 3.12 million yuan. The company holds 50% of the equity. The company's operating period ended in 2008 and its business license was revoked in 2014. The company's main assets are real estate. In March 2020, Shenzhen Xieli Industrial and Commercial Co., Ltd. has been cancelled, but there are still three properties under its name that need to be resolved through further negotiation between the shareholders of both parties. On July 26, 2021, the Company filed a complaint with the People's Court of Yantian District, Shenzhen City, Guangdong Province to revoke the approval of cancelation of Shenzhen Xieli Automobile Enterprise Co., Ltd by the Shenzhen Market Supervision and Administration Bureau. In November 2021, the court ruled to revoke the aforementioned approval of cancellation. Hong Kong Xieli Maintenance Company and Shenzhen Market Supervision and Administration Bureau were not satisfied and submitted appeal petitions to the Shenzhen Intermediate People's Court respectively. On June 28, 2022, the Shenzhen Intermediate People's Court ruled in the second instance: revoked the administrative judgment-No. 1883(2021) Yue 0308 Xingchuof the Yantian District People's Court of Shenzhen City, Guangdong Province, and remanded it to the Yantian District People's Court of Shenzhen City, Guangdong Province for a new trial. After a new trial, the Yantian District People's Court ruled in favor of the Company on December 30, 2022, and revoked the administrative act of Shenzhen Xieli to cancel its registration. The third party in the original trial, Hong Kong Xieli Maintenance Company, was not satisfied and appealed to the Shenzhen Intermediate People's Court on January 10, 2023. Later, as Hong Kong Xieli Maintenance Company failed to pay the case acceptance fee in advance, the Shenzhen Intermediate People's Court issued the No. 387(2023) Yue 03 Xing Final Administrative Ruling, ruling that the appellant Hong Kong Xieli Maintenance Company in the case withdraws its appeal. 3. Matters on waiving the preemptive right and equity transfer of controlling subsidiaries The shareholders' meeting of SAPO Photoelectric , the company's holding subsidiary, agreed that Hangzhou Jinhang Equity Investment Fund Partnership (limited partnership) would transfer 40% of its shareholding in SAPO Photoelectric to Hengmei Photoelectric Co., Ltd. For details, see http//www.cninfo.com.cn（ http://www.cninfo.com.cn ） Company Announcement No. 2023-01. On January 19, 2023, SAPO Photoelectric obtained the "Registration Notice" issued by the Shenzhen Municipal Market Supervision and Administration Bureau, and the industrial and commercial change registration procedures for this equity transfer have been completed. After this change, the company still holds 60% equity of SAPO Photoelectric , while Hengmei Photoelectric holds 40% equity of SAPO Photoelectric. This equity transfer is conducive to synergizing the advantages of both parties in the polarizer industry, integrating high- quality resources of both parties, further optimizing and strengthening the main polarizer industry, and better enhancing the core competitiveness of listed companies。 4.About the progress of the Company and its holding subsidiaries involved in litigation In the above-mentioned lawsuits, concerning the dissolution dispute of SAPO Photoelectric and the dispute over shareholders' right to know, the People's Court of Pingshan District of Shenzhen City, Guangdong Province received the plaintiff's application for withdrawal on March 30, 2023, and made a ruling on April 6, 2023. The Company and SAPO Photoelectric have received the Civil Rulings of the above two cases, with the rulings as follows: The plaintiff's withdrawal of the lawsuit is a self-disposition of its right of action, which does not violate the law, does not harm the interests of the state, the collective and others, and it is allowed according to law.For details, please refer to the Company's Announcement No. 2023-19 on CNINF (http://www.cninfo.com.cn). In addition, on May 25, 2023, the People's Court of Pingshan District of Shenzhen City, Guangdong Province rendered a first-instance judgment in the above-mentioned dispute case over the confirmation of the validity of the resolution of SAPO Photoelectric, and the Company and SAPO Photoelectric have received the Civil Judgment of the above-mentioned case, with the judgment is as follows: all claims of the plaintiff Jinhang Fund are dismissed.For details, please refer to the Company's Announcement No. 2023-28 on CNINF (http://www.cninfo.com.cn)。 The Board of Directors of Shenzhen Textile (Holdings) Co., Ltd. August 24, 2023 中财网
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