Shang Gong Group Co., Ltd
Annual Report 2015
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 meeting of Shang Gong Group Co., Ltd.
3. BDO China Shu Lun Pan Certified Public Accountants LLP. provided a standard unqualified opinion
audit report for the Company.
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. Plan of Profit Distribution or Transfer of Reserves Deliberated by the Board
Audited by BDO China Shun Lun Pan Certified Public Accountants LLP, the Company achieved the
consolidated net profit of RMB 176,256,934.25 in 2015, of which, the net profit attributable to parent company
owners is RMB 157,417,087.48.
According to the provisions in the Articles of Association, before withdrawing the legal accumulation fund,
the Company should first cover the deficit with the profit of the year. As the profit of the year failed to make
up the annual losses of previous years, the Company did not draw the legal accumulation fund. The
current-period net profit of the parent company is RMB 5,507,272.27, added with the undistributed profit of
RMB -237,700,994.08 at the beginning of 2015; the practical profit available for distribution is RMB
-232,193,721.81 at the end of 2015. Considering the parent companys profit available for distribution is
negative, the profit distribution cannot be made in 2015, neither the transferring of capital reserves into share
capital.
6. The Risk of Forward-looking Statements
The Companys future plan, development strategy and other forward-looking statements in this annual report
do not constitute a substantial commitment to the Company's investors.
7 There was no occupation of fund of the Company occurred for non-operating use by holding
shareholder and its related parties.
8. There was no external guarantee against the rules and regulations of the Company.
9. Major Risk Warning
The Company has described in detail the risks faced by the company in this annual report. For details see
\"Management Discussion and Analysis\" and other relevant chapters in this annual report.
As Shanghai Pudong New Area State-owned Assets Supervision and Administration Commission, the main
shareholder and actual controller of the Company, is planning a major issue which might constitute a major
asset reorganization of the Company and is yet to be discussed, the Company released a suspension notice on
major asset reorganization on February 25, 2016. Applied by the Company, the Company's shares are expected
to suspend transactions for no more than a month since February 25, 2016. As of the date of this annual report,
the reorganization is still in process.
10. If the English Version of this Annual Report involves any differences from the Chinese Version, the
latter shall be effective.
上工申贝（集团）股份有限公司
Annual Report 2015
Shang Gong Group Co., Ltd
CONTENT
Chapter 1 Definition ................................................................................................................................... 3
Chapter 2 Company Profile and Main Financial Index .............................................................................. 4
Chapter 3 Summary of Company Business ................................................................................................ 6
Chapter 4 Management Discussion and Analysis ....................................................................................... 9
Chapter 5 Important Events ...................................................................................................................... 19
Chapter 6 Status of Share Capital Changes and Shareholders of Common Stock .................................... 25
Chapter 7 Relevant Situation about Preferred Shares ............................................................................... 28
Chapter 8 Status of Director, Supervisor, Officer and Employee ............................................................. 29
Chapter 9 Corporate Governance.............................................................................................................. 33
Chapter 10 Relevant Situation about Corporate Bonds ............................................................................ 36
Chapter 11 Financial Report ..................................................................................................................... 37
Chapter 12 For Reference ....................................................................................................................... 117
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ANNUAL REPORT 2015
上工申贝（集团）股份有限公司
Annual Report 2015
Shang Gong Group Co., Ltd
Chapter 1 Definition
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, SGG, the
refer to Shang Gong Group Co., Ltd
Company
Shanghai Pudong New Area State-owned Assets Supervision and Administration
Pudong SASAC refers to
Commission, the main shareholder and actual controller of SGG
ShangGong Europe, SGE refer to ShangGong (Europe) Holding Corp. GmbH
DA AG refers to Dürkopp Adler AG
PFAFF GmbH refers to PFAFF Industriesysteme und Maschinen GmbH
KSL GmbH refers to KSL Keilmann Sondermaschinenbau GmbH
KSL Branch refers to PFAFF Industriesysteme und Maschinen GmbH Zweigniederlassung KSL
Stoll KG refers to H. Stoll AG & Co. KG
DAPSH refers to DAP (Shanghai) Co., Ltd
SG & GEMSY refers to Zhejiang SG & GEMSY Sewing Technology Co., Ltd
SG Butterfly refers to Shanghai Shanggong & Butterfly sewing machine Co.,Ltd
SHENSY refers to Shanghai Shensy Enterprise Development Co., Ltd
BDO refers to BDO China Shu Lun Pan Certified Public Accountants LLP
CSRC refers to China Securities Regulatory Commission
Report period refers to from January 1, 2015 to December 31, 2015
Articles of Association refers to the Articles of Association of SGG
RMB refers to the lawful currency of China
EUR refers to the lawful currency of the European Union
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ANNUAL REPORT 2015
上工申贝（集团）股份有限公司
Annual Report 2015
Shang Gong Group Co., Ltd
Chapter 2 Company Profile and Main Financial Index
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*326
Fax 021-63302939 021-63302939
Email zhangjianguo@sgsbgroup.com shenlj@sgsbgroup.com
3. Basic situation introduction
Registered address Room A-D, 12th Floor, Orient Mansion, No.1500, Century Avenue, Pudong New Area, Shanghai
Postal Code of registered address 200122
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 release Shanghai Securities News, Hong Kong Commercial Daily
Website appointed by CSRC for publishing annual report http://www.sse.com.cn
Lodging address of annual report of the Company Office of the Company
5. Corporate 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. Other information
Name BDO China Shu Lun Pan Certified Public Accountants LLP.
Accounting firm appointed by
Office address Fourth floor, No. 61, East Nanjing Road, Shanghai
the Company (domestic)
Signing name of accountants Li Ping, Li Yue
Sponsor engaged by the Name SHENWAN HONGYUAN FINANCING SERVICES CO., LTD
Company to conduct sustained Office address No. 239 Changshu Road, Shanghai
supervision during the Signing name of sponsors Huang Xuesheng, Feng Zhenyu
reporting period Consistent supervision periods March 28, 2014 – December 31, 2015
7. Main accounting data and financial index in the last three years
7.1 Main accounting data
Unit: Yuan, Currency: RMB
Year-on-year increase/
Main accounting data 2015 2014
decrease (%)
Total operating income 2,314,039,610.25 1,971,244,833.88 17.39 1,813,934,688.16
Net profit attributed to shareholders 157,417,087.48 197,616,061.21 -20.34 79,552,024.19
Net profit attributed to shareholders after 133,835,486.09 74,094,778.99 80.63 38,502,021.64
non-recurrent account profit/loss
Net cash flow from operating activities 50,886,863.54 101,603,959.96 -49.92 698,006,628.03
Year-on-year increase/
End of 2015 End of 2014 End of 2013
decrease (%)
Net assets attributed to shareholders 1,774,674,087.49 1,596,085,177.75 11.19 795,894,186.10
Total assets 3,146,701,717.06 2,732,574,497.28 15.16 2,047,916,471.17
Total share capital 548,589,600.00 548,589,600.00 0.00 448,886,777.00
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ANNUAL REPORT 2015
上工申贝（集团）股份有限公司
Annual Report 2015
Shang Gong Group Co., Ltd
7.2 Main financial index
Main financial data 2015 2014 Year-on-year increase/ decrease (%)
Basic earnings per share (yuan/share) 0.2869 0.3774 -23.98 0.1772
Diluted earnings per share (yuan/share) 0.2869 0.3774 -23.98 0.1772
Basic EPS after non-recurrent account profit/loss (yuan/share) 0.2440 0.1415 72.44 0.0858
Weighted rate of return on net assets (%) 9.3992 14.3895 decreased by 4.99% 10.6907
Weighted average return on net assets after non-recurrent
7.9912 5.3953 Increased by 2.60% 5.1742
account profit/loss (%)
8. Main accounting data of each quarter in 2015
Unit: Yuan, Currency: RMB
The first quarter The second quarter The third quarter
The fourth quarter (from
(from January to (from April to (from July to
Octomber to December)
March) June) September)
Total operating income 459,547,157.43 579,514,931.66 630,314,584.38 644,662,936.78
Net profit attributed to shareholders 40,917,759.29 59,423,327.56 53,736,144.80 3,339,855.83
Net profit attributed to shareholders after
35,692,046.15 55,004,642.68 49,211,503.59 -6,072,706.33
non-recurrent account profit/loss
Net cash flow from operating activities 1,875,213.85 -10,282,424.16 55,651,952.69 3,642,121.16
9. Items and amount of non-recurring profit and loss
Unit: Yuan, Currency: RMB
2015 2014
Profits and losses from disposal of non-current assets 5,380,014.25 104,418,371.04 38,149,700.05
Government subsidies recorded in the current profit and loss 6,668,426.57 2,718,674.99 3,203,590.00
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 from 9,448,774.70 28,259,539.60 -58,593.34
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 6,472,839.74 -10,606,002.10 1,015,375.75
Impact on minority interests -2,612,504.42 -515,414.86
Impact on income tax -1,775,949.45 -1,269,301.31 -744,655.05
Total 23,581,601.39 123,521,282.22 41,050,002.55
10. Items for adopting fair value measurement
Unit: Yuan, Currency: RMB
Item Opening balance Ending balance Current change Influence on current profit
Trading financial assets 1,071,204.85
Financial assets for sale 89,648,607.58 118,127,307.02 28,278,699.44 257,251.09
Total 89,648,607.58 118,127,307.02 28,278,699.44 1,328,455.94
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ANNUAL REPORT 2015
上工申贝（集团）股份有限公司
Annual Report 2015
Shang Gong Group Co., Ltd
Chapter 3 Summary of Company Business
1. The Company's main business, business model in the report period and Industry situation
During the report period, the Company's main business is sewing equipment manufacturing industry. The
Companys business involves sewing equipment, office machinery, film materials, commerce and trade, and
logistics services. The Company adheres to the globalization of business, adheres to professional multi brand
marketing strategy, and is forming a business model –“R & D and marketing in Shanghai, Production in
Jiangsu and Zhejiang” in China.
In 2005, the Company successfully acquired Dürkopp Adler AG through its wholly-owned subsidiary
ShangGong Europe and started internationalized business operation. DA AG is a German sewing equipment
manufacturing enterprise with more than 150 years of history, enjoys high reputation in the global sewing
equipment industry, and is listed in the stock exchange in Frankfurt, Berlin and Dusseldorf. Through many
years of overseas practice, the Company has achieved a brilliant performance and successfully rolled out an
internationalized operation road suitable for its own devel
