[年报]深纺织Ｂ(200045):2023年年度报告摘要（英文版）
Summary of 2023 Annual Report of Shenzhen Textile (Holdings) Co., Ltd. I. Important notes The summary is abstract from full-text of annual report, for more details information , investors should found in the full-text of annual report that published on website of Shenzhen Stock Exchange and other website appointed by CSRC. All directors personally attended the Board meeting at which the Annual Report was considered. Non-standard auditor’s opinion □ Applicable √Not applicable Preliminary plan for profit distribution to the common shareholders or turning the capital reserve into the share capital for the reporting period, which has been reviewed and approved at the board meeting √Applicable □ Not applicable The Company has plan of Converting provident fund to share capital . □ Applicable √Not applicable The company’s profit distribution plan approved by the board of directors this time is: based on 506,521,849 shares, a cash dividend of 0.65 yuan (tax included) will be distributed to all shareholders for every 10 shares, and 0 shares (tax included) will be given as bonus shares. The capital reserve will not be converted into share capital. The profit distribution plan for preferred stocks for the reporting period passed by the board of directors □ Applicable √Not applicable II. Basic information about the company 1. Company profile
The company's main business covered such the high and new technology industry as represented by LCD polarizer, its own property management business and the retained business of high-end textile and garment. First, the Company actively adjusts the product structure, implements the product differentiation strategy, further optimizes the product structure, increases the proportion of large-size products, increases the market share of high-value products, implements the policy of "ensuring utilization" and seizes market share; Second, it carries out lean management in depth, continuously strengthens efficiency improvement, significantly reduces production line switching time, reduces production costs and strengthens production management by unifying production technology, to continuously reduce the loss rate of main raw materials, and increase the product yield rate to a higher level in the industry; Third, it strengthens the guidance of innovation, accelerates the construction of a market-oriented and professional R&D management system, focuses on key technologies and product research, completes the process optimization and upgrading of No.4 wide production line, realizes the mass production delivery of 55-inch and 65-inch high-transmittance OLED TV polarizers, and completes the development of high alkali-resistant fixed-curvature OLED mobile phone polarizers; Fourth, it actively promotes the elimination of enterprises with "non-main business assets non-dominant business assets, inefficient assets and ineffective assets", steadily promotes the survival of the fittest, promotes the concentration of resources from non-non-main business to main business, and improves the efficiency of resource allocation; Fifth, it strengthens supervision and management, well ensures work safety, formulates safety management system, strengthens safety training and education, carries out safety risk management and control, investigates and rectifies hidden dangers, consolidates weak links and prevents accidents; Sixth, it continues to well ensure the lease of its own property, improves service quality, and carries out the improvement of textile business operation; Seventh, it promotes major asset restructuring, and actively promotes the audit, evaluation, due diligence and other work involved in this transaction with relevant parties. (2) Main products and their purposes Currently, the Company has 7 mass production lines for polarizers, covering TN, STN, TFT, OLED, 3D, dye sheet, optical film for touch screen and other fields, mainly used in TV, NB, navigator, Monitor, vehicle, industrial control, instruments, smart phones, wearable devices, 3D glasses, sunglasses and other products，the company has become a mainstream panel company such as Huaxing Optoelectronics, BOE, Sharp, LGD, Shenzhen Tianma, Huike, etc. by continuously strengthening sales channel expansion and building its own brand. Qualified suppliers. The Company's main products made in each polarizer production line and their application are as follows:
through the polarizer, the light whose vibration direction is perpendicular to the transmission axis of the polarizer will be absorbed, leaving only polarized light whose vibration direction is parallel to the transmission axis of the polarizer. The downstream polarizer is mainly used in the panel industry. According to different panel types, polarizers mainly include TN, STN, TFT and OLED. Currently, the global polarizer market is dominated by polarizers for TFT-LCD panels. Each LCD panel requires two polarizers. The high-quality development of the polarizer industry has a profound impact on the entire display industry. As one of the three core raw materials for display panels, the demand for polarizers is directly affected by the fluctuations in the display panel market. In recent years, with the accelerated transfer of the global display panel industry to Chinese Mainland, China's polarizer industry has ushered in a stage of rapid development. The capacity scale and process technology level of domestic polarizer manufacturers have continued to rise. The status and influence of China's polarizer industry in the global market have significantly improved, and Chinese Mainland has become the world's largest polarizer production base. The company is one of the main domestic polarizer research and development, production, and sales enterprises. It is a pioneer in the polarizer industry in China and has now developed into a leading enterprise in the domestic polarizer industry, becoming an important supplier of mainstream panel enterprises worldwide. In 2023, affected by the severe and complex global economic and political situation, global demand for display panels and terminal markets has slowly recovered. However, polarizer companies still face significant operational pressures such as intensified market competition, declining sales prices, and rising raw material costs. (4)Industry competition pattern Polarizer industry is a highly concentrated industry. Currently, there are about 10 major polarizer manufacturers worldwide, mainly in mainland China, Japan, South Korea and Taiwan Province of China.With the transfer of production capacity and the expansion of Chinese mainland manufacturers, mainland China has become the largest polarizer production base in the world. According to Omdia data, by the end of 2023, the global share of Chinese Mainland's polarizer capacity scale is about 54.91%. It is estimated that by 2027, the share of Chinese Mainland's polarizer capacity scale will further increase to 69.66%. In the competition of ultra wide polarizer production line brought about by the rapid growth of demand for 65 inch and above large-size display products, Chinese Mainland is in the forefront of the industry. According to Omdia data, by the end of 2023, there are 12 ultra wide production lines with a length of 2.3 meters or more in the world, of which 11 have been built in Chinese Mainland. Polarizer enterprises with good production and operation capacity of ultra wide production lines will occupy a favorable position in the market competition. (5) Market position of company products The company is one of the main polarization film research and development, production, and sales enterprises in China. It began to engage in polarization film business in 1995 and achieved mass production of the first polarization film in China in 1998. It is a pioneer in the polarization film industry in China and has now mastered the core technology of TN/STN, TFT-LCD, OLED display polarization film research and production. It is one of the few polarization film manufacturers in China with the ability to produce a full range of large, medium, and small size polarization film products. It is the first to achieve mass production of polarization films for OLED TVs and OLED phones, filling the domestic gap. The company mainly produces polarizing film products for medium and large-sized TFT-LCD. The company's Line 7 is one of the few 2500mm ultra wide polarizing film production lines in the world, which can meet the needs of higher generation panel production lines such as the 8.5/8.6/10.5/11 generation globally. Especially matching the 10.5/11 generation line has the best economic production efficiency, and has industry-leading advantages in the technical level and production capacity of ultra large and large-sized products. 3.Major accounting data and financial indicators (1)Major accounting data and financial indicators for the last three years Whether it has retroactive adjustment or re-statement on previous accounting data √Yes □ No Retroactive adjustment or restatement of causes Accounting policy change and Correction of accounting errors In RMB
In RMB
index of the quarterly report as well as semi-annual report index disclosed by the Company. □ Yes √No 4.Share capital and shareholders (1)Number of holders of ordinary shares and preference shares with restored voting right and Top 10 shareholders In shares
The top ten shareholders have changed from the previous period In Shares
□ Applicable √Not applicable III. Significant events (I) 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 intends to purchase 100% equity of Hengmei Optoelectronics 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"). The company's shares resumed trading on the morning of January 3, 2023. On June 28, 2023, due to the upcoming expiration of the validity period of the financial data of the target diligence, and the Company still needs to communicate with the counterparty to negotiate the details of the transaction, so the Company could not disclose the draft restructuring report within six months and issue a notice on the convening of General Meeting of Shareholders. After the parties to the transaction reached an agreement through consultation, the Company continued to promote the transaction, and disclosed a special explanation announcement according to relevant requirements. For details, please refer to Announcement No.2023-29 of the Company on CNINF (http://www.cninfo.com.cn). Due to the changes in the shareholders and shareholding ratio of the target company Hengmei Optoelectronics during the reorganization, it is necessary to adjust the counterparty of this restructuring and the transaction plan according to the requirements of the relevant rules of the registration system. On November 17, 2023, the Company reconvened the meeting of the Board of Directors to review and approve the revised draft of this transaction plan, and adjusted the pricing base date, issue price and counterparty of this transaction plan.At present, while intermediaries continue to promote the overtime audit, evaluation and supplementary due diligence of the target company, the Company further negotiates the transaction details with the counterparty to consolidate the restructuring transaction plan. After the transaction plan is determined and the state-owned assets examination and approval procedures are fulfilled, the Company will convene the meeting of the Board of Directors again to consider matters related to this transaction. This restructuring is the adjustment and optimization of the Company's main polarizer business in the face of the rapidly developing new display industry environment. Through the integration of high-quality resources in the same industry and the realization of large-scale development, the restructuring will help the Company to optimize the industrial chain layout in the polarizer industry, deepen the depth of technical reserves, enhance its core competitiveness, enhance its overall profitability, give full play to the synergistic effect, and help it become a bigger and stronger listed company. (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 theShenzhen 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. The case was reopened in Yantian District People's Court on September 29, 2022, and Yantian District People's Court made a retrial judgment on December 30, 2022: The administrative act of Shenzhen Xieli Automobile Enterprise Co., Ltd., which was approved by Shenzhen Administration for Market Regulation on March 9, 2020, was revoked.The third party Xieli Maintenance Company filed an appeal in January 2023. Later, because Xieli Maintenance Company failed to pay the appeal fee in advance, the Shenzhen Intermediate People's Court of Guangdong Province issued an administrative ruling that Hong Kong Xieli withdrew the appeal. The retrial verdict of the first instance came into effect on March 22, 2023. (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 Optoelectronics Co., Ltd. For details, see 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 Optoelectronics holds 40% equity of SAPO 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 July and August 2022, the Company and its holding subsidiary SAPO Photoelectric received the legal documents such as Notice of Respondence to Action, and Summon, with case numbers of (2022) Y0310 MC No. 3507, No.4013 and No.4336 served by Pingshan District People's Court, Shenzhen City, Gu angdong Province, and were informed that the court had accepted Hangzhou Jinhang Equity Investment Fund Partnership (Limited Partnership) (hereinafter referred to as "Jinhang Fund") v. SAPO Photoelectric for ① dissolution dispute, ② dispute over the confirmation of the validity of company resolutions and ③ dispute over shareholders' right to know, and the Company was informed to participate in the lawsuit as a party to the case, and SAPO Photoelectric was informed to respond as the defendant to the case. For details, please refer to the Company's Announcement No. 2022-20 and No. 2022-25 on CNINF (http://www.cninfo.com.cn). 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, Guangdo ng 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. March 28, 2024 中财网
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