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上工申贝2016年半年度报告(英文版) 下载公告
公告日期:2016-08-31
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
                                                     4 / 85
              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
                                                                                

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