Shenzhen Textile A (000045): The Company Involved Arbitration.

Shenzhen textile (Group) Limited by Share Ltd

Notice about arbitration involving company

All members of the company and the board of Directors ensure that the contents of the announcement are true, accurate and complete, without false records, misleading statements or major omissions.

Shenzhen textile (Group) Limited by Share Ltd (hereinafter referred to as "company" or "respondent") has recently learned that the Jinjiang group has submitted arbitration to the Shenzhen international arbitration court in accordance with the dispute settlement method agreed with the company's "cooperation agreement". In March 9, 2020, the company received the "arbitration application" issued by the Shenzhen International Arbitration Court (-2), which was submitted by the 2020 "Shenzhen Arbitration" Notice No. 452 and the Hangzhou Jinjiang Group Co., Ltd. (hereinafter referred to as "Jinjiang group" or "applicant"). The relevant circumstances are announced as follows:

First, the background of this arbitration case.

To improve the operation of Shenzhen Shengbo Photoelectricity Technology Co., Ltd. (hereinafter referred to as Shengbo Optoelectronics), the company introduced the Jinjiang group as a strategic investor at the end of 2016 for Shengbo optoelectronic capital increase and expansion, and the limited partnership limited by the company, Shengbo optoelectronics, Jinjiang group and Jinjiang group as the actual controllers, Hangzhou Jinhang equity investment fund partnership (limited). Partnership (hereinafter referred to as "Jinhang investment") jointly signed the "Shenzhen Shengbo Optical Technology Co., Ltd. to increase capital agreement", Jinhang investment as the main body of the increase to subscribe Shengbo photoelectric 40% stake, the amount of increase is RMB 1 billion 352 million 640 thousand yuan. Refer to the Announcement No. 2016-63 of giant tide information network (www.cninfo.com.cn) in December 28, 2016.

In order to give full play to the institutional advantages of private enterprises and the resource advantages of state-owned enterprises, the company signed a cooperation agreement with the Jinjiang group and Jinhang investment on the premise of consensus on the future management and development of Sheng Bo optoelectronics. The Jinjiang group made a commitment to Sheng Bo optoelectronics to achieve better results after the introduction of strategic investors. Among them, according to the 3.1 article of the cooperation agreement, the Jinjiang group will give full play to the advantages of Jinjiang group in terms of system, mechanism, industry, management and the successful experience of industry integration through Kam Hang's investment in Sheng Bo optoelectronics, and make a performance commitment to Sheng Bo optoelectronics. The following are the following: the sales revenue and net profit in 2017, 2018 and 2019 are no less than those of the people. 1 billion 500 million yuan /5000 million yuan, 2 billion yuan /1 billion yuan, 2 billion 500 million yuan /1.5 billion yuan, in principle, polarizing film and related optical coatings sales account for

The proportion of total income is not less than 70% in 2017, and not less than 80% after 2018. If the above performance is not realized, the Jinjiang group shall make up cash in the net profit portion within 10 days from the date of the completion of the annual sales revenue and annual net profit. In addition, according to the 6.4 article of the "cooperation agreement", the Jinjiang group can not fulfill the performance commitments agreed upon in this Agreement and make up the difference in cash with the company in accordance with this agreement. The company shall not only have the right to investigate the major breach liability of the Jinjiang group, but also the right to take the measures to terminate this Agreement and dispose of the general manager recommended by Kam hang investment; however, if there is any wave of increase in the capital, the company will not be able to make any difference. When the existing problems are punished by the government departments and the Jinjiang group fails to achieve the performance commitments agreed upon in this agreement, the Jinjiang group has no obligation to fulfill the cash supplement and does not constitute a major breach of the Jinjiang group, and the Jinjiang group is entitled to exercise the right to transfer the shares under the performance commitments stipulated in this agreement. Refer to the Announcement No. 2016-67 of giant tide information network (www.cninfo.com.cn) in December 31, 2016.

Two. The basic situation of the arbitration case.

(1) the parties to arbitration.

Applicant: applicant of Hangzhou Jinjiang Group Co., Ltd.: Shenzhen textile (Group) Limited by Share Ltd

(two) arbitration institution: Shenzhen International Arbitration Court

(three) the place where the arbitration institution is located: Shenzhen

(four) date of settlement of arbitration notice: March 5, 2020

(five) the reasons for the application of the applicant contained in the arbitration application.

The applicant believes that the wholly state-owned enterprise management system, which is still under implementation by the respondent and its actual control, is actually not able to dominate the management of Sheng Bo optoelectronics. After the capital increase, the applicant can not give full play to the advantages of the applicant in the system, mechanism, industry, management, and the successful experience of the industry integration. The production line linkage, industry integration and resource integration work result in the goal of the cooperation agreement can not be realized at all. The contract foundation of the applicant's performance commitment and profit supplement is gone. Under such circumstances, it is obviously unfair to the applicant and the purpose of the contract can not be achieved if the performance commitments and complemental obligations under the agreement of cooperation continue to be fulfilled.

(six) the arbitration request of the applicant contained in the arbitration application.

1, the ruling makes the following changes to the cooperative agreement:

(1) delete the original Clause 3.1 of the cooperation agreement, and the relevant rights and obligations that have not yet been fulfilled shall no longer be fulfilled;

(2) delete the original clause 6.4 of the cooperation agreement, and the relevant rights and obligations that have not yet been fulfilled shall no longer be fulfilled;

2, the award is borne by the applicant and the actual cost of the arbitration tribunal.

The applicant reserves the right to further modify the arbitration request.

Three. Arbitration award

The arbitration has not yet been heard, and the company will fulfill its disclosure obligations in accordance with the progress of the case.

Four. Is there any other litigation and arbitration matters that have not yet been disclosed?

As of the date of this announcement, there are no other litigation or arbitration matters that should be disclosed and not disclosed.

Five. The possible impact of this arbitration on the company's current profits or future profits.

The arbitration has not yet been heard, and the impact on the company's current profits and future profits is uncertain.

Six, risk warning

1, in view of the above arbitration matters and the uncertainty of arbitration results, the Jinjiang group has not yet fulfilled the uncertainty of its performance commitments for the 2019 year.

2, the company will continue to pay attention to the follow-up progress and fulfill the obligation of information disclosure in a timely manner.

Seven. Reference documents

(1) the Shenzhen international arbitration court, Zhong Guo Zhong, receives arbitration notice No. 452 -2.

(two) arbitration application of Hangzhou Jinjiang Group Co., Ltd.

Notice hereby

Board of directors of Shenzhen textile (Group) Limited by Share Ltd

Two March 11th two