[中报]深纺织B(200045):2024年半年度报告摘要(英文版)
Stock code: 000045, 200045 Stock Abbreviation: Shen Textile A, Shen Textile B Announcement No.: 2024-37 Shenzhen Textile (Holdings) Co., Ltd. Summary of the Semi-Annual Report 2024 I. Important notes The summary is abstract from full-text of summary of the semi-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. 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 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
In Shares
□ Applicable √ Not applicable Changes in the top 10 shareholders and the top 10 holders of non-restricted tradable shares compared with the previous period due to refinancing lending/return □Applicable √Not applicable 4. Change of the controlling shareholder or the actual controller Change of the controlling shareholder in the reporting period □ Applicable √ Not Applicable 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 Termination of the current restructuring In 2023, the Company integrated high-quality resources in the polarizer industry, optimized the industrial chain layout, and actively promoted the acquisition of 100% equity of Hengmei Optoelectronics Co., Ltd. through the issuance of shares and cash payment (hereinafter referred to as "this restructuring" or "this transaction"). During this period, due to the changes in the shareholders and shareholding ratio of the target company Hengmei Optoelectronics during the restructuring, 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. Since the disclosure of this transaction proposal, the Company and all relevant parties have actively advanced the tasks involved in this transaction, including the target company's interim audit, assessment, and supplementary due diligence, and have communicated, negotiated, and prudently demonstrated the transaction plan with the transaction counterparties. According to relevant regulations, the Company should convene a board of directors to review the draft restructuring report and issue a notice for a shareholders' meeting by May 17, 2024, and clarify whether to continue or terminate this restructuring. Since planning and first announcing this transaction, the Company has strictly followed the requirements of relevant laws, regulations, and normative documents, actively organizing all relevant parties to advance the various tasks of this restructuring. As of May 16, 2024, due to the complexity of this restructuring plan and the involvement of multiple transaction counterparties, the transaction has not yet completed the approval procedures of all parties, and the validity period of the target company's financial data has expired. The Company is unable to issue a notice for a shareholders' meeting before May 17, 2024, which is six months after the first board resolution announcement on the share issuance for asset purchase. From the perspective of protecting the interests of all shareholders and the listed company, after prudent demonstration by the Company and friendly negotiation with all parties, the Company has decided to terminate this restructuring. According to the transaction agreements signed by the Company and the transaction counterparties, the the board of directors and shareholders' meeting, reviewed by the Shenzhen Stock Exchange, and registered and consented to by the China Securities Regulatory Commission. Given that the aforementioned prerequisites have not been met, the termination of this restructuring is a prudent decision made after full communication, careful analysis, and friendly negotiation between the Company and all relevant parties, and neither the Company nor the transaction parties need to bear any breach of contract or other liabilities. The Company's current production and operations are normal, and the termination of this restructuring is not expected to cause significant adverse effects on the Company's existing daily operations and financial condition, and there is no situation that damages the interests of the Company and shareholders, especially minority shareholders. The Company will continue to pay attention to and actively explore investment opportunities in polarizers and related fields to promote the Company's long-term development and enterprise value enhancement. For details, please refer to the Announcement on Terminating the Issuance of Shares, Paying Cash to Purchase Assets and Raising Supporting Funds and Related Transactions (No. 2024-24) of the Company on http://www.cninfo.com.cn. The Board of Directors of Shenzhen Textile (Holdings) Co., Ltd. August 23, 2024 中财网
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