Shang Gong Group Co., Ltd.
Semi-Annual Report 2016
上工申贝(集团)股份有限公司
Important Notes
Shang Gong Group Co., Ltd
Important Notes
1. The Board of Directors, the Board of Supervisors, and all the directors, supervisors, and senior managers
guarantee that there are no false statement, vital misunderstandings or important omissions in this report,
and hold both individual and joint liability for the authenticity, accuracy and integrity of its contents.
2. All the members of the Board of Directors attended the Board Meeting of Shang Gong Group Co., Ltd.
3. This semi-annual financial report of the Company was not audited.
4. Zhang Min, Chairman of the Company, Li Jiaming, the principal in charge of the accounting, and Zhao
Lixin, Chief of Accounting Affairs, make the pledge for the authenticity and integrity of the attached
financial statements.
5. There was no occupation of fund of the Company occurred for non-operating use by holding shareholder
and the related party.
6. There was no external guarantee against the rules and regulations of the Company.
7. If the English Version of this Semi-Annual Report involves any differences from the Chinese Version,
the latter shall be effective.
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CONTENTS
Chapter 1 Definition ........................................................................................................................................ 4
Chapter 2 Company Profile ............................................................................................................................. 5
Chapter 3 Accounting Data and Financial Index Highlights ........................................................................... 6
Chapter 4 Report by the Board of Directors.................................................................................................... 7
Chapter 5 Important Events........................................................................................................................... 19
Chapter 6 Changes in Share Capital and Shareholder Status ........................................................................ 22
Chapter 7 Relevant Situation about Preferred Shares ................................................................................... 23
Chapter 8 Director, Supervisor, Officer and Employee Status ...................................................................... 23
Chapter 9 Relevant Situation about Corporate Bond .................................................................................... 23
Chapter 10 Financial Report ......................................................................................................................... 24
Chapter 11 For References ............................................................................................................................ 85
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上工申贝(集团)股份有限公司
Definition
Shang Gong Group Co., Ltd
Chapter 1 Definition
As used in this Report, the following terms have the following meanings unless the context requires
otherwise:
Definition of common terms
ShangGong Group, the
Refer to Shang Gong Group Co., Ltd
Company
Shanghai Pudong New Area State-owned Assets Supervision and
Pudong SASAC Refers to
Administration Commission, the main shareholder and actual controller
ShangGong Europe, SGE Refer to ShangGong (Europe) Holding Corp. GmbH
Dürkopp Adler AG, a German listed company, ShangGong Europe holding
DA AG Refers to
approx. 94.01% of its stock rights
PFAFF GmbH Refers to PFAFF Industriesysteme und Maschinen GmbH
KSL GmbH Refers to KSL Keilmann Sondermaschinenbau GmbH
KSL and its affiliated KSL Keilmann Sondermaschinenbau GmbH, KSE GmbH,
Refer to
companies KSA Verwaltungs GmbH, and KSA GmbH & Co. KG
DAP Shanghai Refers to DAP (Shanghai) Co., Ltd
SHENSY Refers to Shanghai Shensy Enterprise Development Co., Ltd
Shanggong Butterfly Refers to Shanghai Shanggong Butterfly Sewing Machine Co., Ltd.
SG & GEMSY Refers to Zhejiang SG & GEMSY Sewing Technology Co., Ltd.
Stoll KG Refers to H. Stoll AG & KG
CSRC Refers to China Securities Regulatory Commission
SSE Refers to Shanghai Stock Exchange
Report Period Refers to From January1, 2016 to June 30,2016
Articles of Association Refers to The Articles of Association of Shang Gong Group Co., Ltd.
Company Law Refers to Company Law of the Peoples Republic of China
Securities Law Refers to Securities Law of the Peoples Republic of China
RMB Refers to The lawful currency of China
EUR Refers to The lawful currency of the European Union
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上工申贝(集团)股份有限公司
Company Profile
Shang Gong Group Co., Ltd
Chapter 2 Company Profile
1. Company information
Company name in Chinese 上工申贝(集团)股份有限公司
Abbreviation of the Company name in Chinese 上工申贝
Company name in English Shang Gong Group Co., Ltd.
Abbreviation of the Company name in English ShangGong Group
Legal representative of the Company Zhang Min
2. Contact information
Secretary of Board of Directors Representative of Securities Affairs
Name Zhang Jianguo Shen Lijie
Address No.1566 New Jinqiao Road, Pudong New Area, Shanghai No.1566 New Jinqiao Road, Pudong New Area, Shanghai
Telephone 021-68407515 021-68407700
Fax 021-63302939 021-63302939
Email zhangjianguo@sgsbgroup.com shenlj@sgsbgroup.com
3. Basic situation introduction
Room A-D, 12th Floor, Orient Mansion, No. 1500, Century Avenue,
Registered Address
China (Shanghai) Pilot Free Trade Zone
Postal Code of Registered Address
Office address No.1566 New Jinqiao Road, Pudong New Area, Shanghai
Postal Code of Office address
Website http://www.sgsbgroup.com
Email sgsb@sgsbgroup.com
4. Information disclosure and place for consulting
Name of newspaper selected by the Company for information
Shanghai Securities News; Hong Kong Commercial Daily
release
Website appointed by CSRC for publishing semi-annual report http://www.sse.com.cn
Lodging address of semi-annual report of the Company Office of the Company
5. Corporate stock
Introduction to Companys Stock
Type of Stock Stock Exchange Stock Abbreviation Stock Code Stock Abbreviation before Change
A Share Shanghai Stock Exchange SGSB
B Share Shanghai Stock Exchange SGBG
6. Registration modification information
Registration date April 13, 2016
Room A-D, 12th Floor, Orient Mansion, No. 1500, Century Avenue, China (Shanghai)
Registration place
Pilot Free Trade Zone
Enterprise unified social credit code 91310000132210544K
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上工申贝(集团)股份有限公司
Accounting Data and Financial Index Highlights
Shang Gong Group Co., Ltd
Chapter 3 Accounting Data and Financial Index Highlights
1. The Company’s main accounting data and financial index
(1) Main accounting data
Unit: Yuan, Currency: RMB
Increase or decrease in
This Report Period Same period in the
Main accounting data this Report Period over the
(from January to June) previous year
previous year (%)
Operating income 1,359,342,529.45 1,039,062,089.09 30.82
Net profit attributed to shareholders 101,164,717.70 100,341,086.85 0.82
Net profit attributed to shareholders after
95,925,846.84 90,696,688.83 5.77
non-recurrent account profit/loss
Net cash flow from operating activities -45,943,085.71 -8,407,210.31 Inapplicable
Increase or decrease at the
At the end of this Report At the end of the
end of this Report Period
Period previous year
over the previous year (%)
Net assets attributed to shareholders 1,864,209,688.74 1,774,674,087.49 5.05
Total assets 3,409,534,677.67 3,146,701,717.06 8.35
(2) Main financial data
Increase or decrease in
This Report Period Same period in the this Report Period over
Main financial data
(from January to June) previous year the same period in the
previous year (%)
Basic earnings per share (yuan/share) 0.1844 0.1829 0.82
Diluted earnings per share (yuan/share) 0.1844 0.1829 0.82
Basic EPS after non-recurrent account profit/loss
0.1749 0.1653 5.81
(yuan/share)
Weighted rate of return on net assets (%) 5.5425 6.0951 Decrease 0.55 percent
Weighted average return on net assets after
5.2555 5.5093 Decrease 0.25 percent
non-recurrent account profit/loss (%)
2. Items and amount of non-recurring profit and loss
Unit: Yuan, Currency: RMB
Items and amount of non-recurring profit and loss Amount
Profits and losses from disposal of non-current assets -557,934.71
Government subsidies recorded in the current profit and loss 4,973,690.84
Except effective hedging business relevant to the normal business of the Company, gains and losses from
changes in fair value arising from trading financial assets and trading financial liabilities, and investment income 2,956,194.83
from disposal of trading financial assets, trading financial liabilities and available-for-sale financial assets
Other non-operating income and expenditure except the above-said items -57,067.79
Impact on minority interests -1,350,348.82
Impact on income tax -725,663.49
Total 5,238,870.86
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上工申贝(集团)股份有限公司
Report by the Board of Directors
Shang Gong Group Co., Ltd
Chapter 4 Report by the Board of Directors
1. Discussion and analysis by the Board regarding the operation of the Company during report
period
In the first half of 2016, the international environment is still complicated and grim. The world economic
recovery is less than expected. Influenced by events such as Brexit, the uncertainty of the world economy is
increasing. From a domestic perspective, Chinas economy continues to maintain the overall-smooth,
steady-progress development trend in the first half of 2016. China's economy is at a critical stage of
structural adjustment, transformation and upgrading, the labor pains continue in the adjustment.
In the first half of 2016, the domestic and international market growth momentum of Chinas sewing
machinery industry is weak. The production and sales continued to decline, and revenue declined slightly.
Export was in modest recovery while innovation and upgrading was accelerating. The sales of smart
products were great. And some efficiency indicators increased as well. In general, the economic downturn
of the industry has slowed down. The industry economy maintains stable and may have hit bottom. Data
from the National Bureau of Statistics show that the industrial added value of enterprises above designated
size in China's sewing machinery industry increased by 3% in the first half of 2016, three percentage points
lower than the national industrial added value growth rate over the same period. According to the China
Sewing Machinery Association, from January to June 2016, the production of sewing machine of top 100
enterprises in the industry is 23.574 million sets, reduced by 13.11% comparing to the first half of 2015; the
sales volume is 24.876 million sets, decreased by 13.78; sales income realized is RMB 8,211 million,
declined by 3.37%.
In this context, with the effort of the Companys managers and staff, in the Report Period, ShangGong
Group realized operating income of RMB 1,359.34 million, rose by 30.82%; the Company realized
operating profit of RMB 155.18 million, increased by 12.35%; net profit attributable to shareholders of the
listed company totaled RMB 101.16 million, increased by 0.82%; net profit attributable to shareholders of
the listed company after deducting non-recurring gains and losses increased by 5.77. Subsidiaries at home
and abroad of the Company operated stably in the Report Period.
According to the operating plan of 2016, the Company mainly implemented the following work:
(1) Actively explore the market reform, seek opportunities for industrial chain expansion
In the first half of 2016, the Company actively explored the market reform measures and sought
opportunities to expand the company's industry. In the Report Period, the Company provided support to
Pudong SASAC, the controlling shareholder/actual controller of the Company, on transferring shares of the
Company. Up to now, this issue is still in process. Moreover in the first half of 2016, the Companys stock
was suspended from trading due to planning major asset reorganization. The Company put much effort on
the reorganization about overseas asset merger and acquisition. The Company carried out multi round
negotiations with the parties to the transaction, but failed to reach an agreement on key provisions within
the prescribed time. Finally, the Company's board of directors terminated the reorganization.
(2) Build domestic manufacturing bases, develop made-in-China ability
In order to achieve the Companys strategic objectives -- accelerate domestic manufacturing base
construction during the 13th five-year plan, in the Report Period, the Company completed the
reorganization of DA Suzhou and PFAFF Taicang, and relocated to Zhangjiagang base. The Company is
making effort to build the Zhangjiagang base into a thick-material machine production base. In addition,
through several months of running after establishment, SG & GEMSY has basically been on the right track.
In the Report Period, SG & GEMSY realized operating income of approx. RMB 92.52 million, and
achieved a little profit.
(3) Continue to promote internal integration, enhance the profitability of the parent company
In the Report Period, the Company continued to promote internal integration. According to changes in the
market, the Company has made adjustments to the organization and other aspects. In order to integrate the
Company's resources, reduce management costs, improve operational efficiency, the Company began to
carry out the merger of SG Butterfly, the Companys wholly-owned subsidiary. It is of benefit to optimize
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上工申贝(集团)股份有限公司