1、 Shang Gong Group Co.,Ltd.600843 900924 Annual Report 2014 2 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
2、 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 Shulun Pan Certified Public Accountants Co.,Ltd.(special common partnership)provided a standard unquali
3、fied 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.There was no occupation of fund of t
4、he 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 Annual Report involves any differences from the Chinese Version,the latter shall be effective.3 C
5、ontents Chapter 1 Definition and Significant Risk Warning.4 Chapter 2 Company Profile.5 Chapter 3 Accounting Data and Financial Index Highlights.7 Chapter 4 Report by the Board of Directors.9 Chapter 5 Important Events.29 Chapter 6 Changes in the Share Capital and Shareholder Status.36 Chapter 7 Rel
6、evant Situation about Preferred Shares.44 Chapter 8 Director,Supervisor,Officer and Employee Status.45 Chapter 9 Corporate Governance.52 Chapter 10 Internal Control.56 Chapter 11 Financial Report.57 Chapter 12 References.149 4 Chapter 1 Definition and Significant Risk Warning 1.Definition As used in
7、 this Report,the following terms have the following meanings unless the context requires otherwise:Definition of common terms ShangGong Group,Company,the Company Refer to Shang Gong Group Co.,Ltd Pudong SASAC Refers to Shanghai Pudong New Area State-owned Assets Supervision and Administration Commis
8、sion”,the main shareholder and actual controller Shangggong Europe Refers to Shangggong(Europe)Holding GmbH DA AG Refer to Duerkopp Adler AG,a German listed company,Shanggong Europe holding 65.49%of its stock rights PFAFF AG Refers to PFAFF Industriesysteme und Maschinen AG KSL GmbH Refer to KSL Kei
9、lmann Sondermaschinenbau GmbH KSL and its affiliated companies Refer to KSLKeilmannSondermaschinenbau GmbH,KSE GmbH,KSA Verwaltungs GmbH,KSA GmbH&Co.KG DA Suzhou Refer to DAP Shanghai Refers to Duerkopp Adler PFAFF Trading(Shanghai)Co.,Ltd Shanggong Butterfly,Shanggong Butterfly company Refers to Sh
10、anghai Shanggong Butterfly Sewing Machine Co.,Ltd.BDO Refers to BDO China Shulun Pan Certified Public Accountants Co.,Ltd.(special common partnership)CSRC Refers to China Securities Regulatory Commission SSE Refers to Shanghai Stock Exchange Report period Refers to From January 1,2014 to December 31
11、,2014 Articles of Association Refers to The Articles of Association of SGSB 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 cu
12、rrency of the European Union 5 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
13、the Company Zhang Min 2.Contact information Secretary of Board of Directors Representative of Securities Affairs Name Zhang Jianguo Shen Lijie Address Room A-D,12th floor,Orient Mansion,No.1500,Century Avenue,Pudong New Area,Shanghai Room A-D,12th floor,Orient Mansion,No.1500,Century Avenue,Pudong N
14、ew Area,Shanghai Telephone 021-68407515 021-68407700*1233 Fax 021-63302939 021-63302939 Email 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 Room A-D,12th Flo
15、or,Orient Mansion,No.1500,Century Avenue,Pudong New Area,Shanghai Postal Code of Office address 200122 Website http:/ Email 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
16、appointed by CSRC for publishing annual report http:/ Lodging address of annual report of the Company Office of the Company 5.Corporate Stock Introduction to Companys Stock Type of Stock Exchange where stock is listed Abbreviation of Stock Code of Stock Abbreviation of Stock before Change A Share Sh
17、anghai Stock Exchange SGSB 600843 Shanggong Stock,Gongfeng Share B Share Shanghai Stock Exchange SGBG 900924 Gongfeng B Share 6.Registration modification information(1)Basic information Registration date July 31,2014 Registration place Room A-D,12th Floor,Orient Mansion,No.1500,Century Avenue,Pudong
18、 New Area,Shanghai License No.310000400080303 Tax No.310115132210544 Orgization No.13221054-4 Registration change During the report period,the company completed non-public offering of stock,the 6 during report period companys registered capital changed to RMB 548,589,600,refer to Shanghai Securities
19、 News,Hong Kong Commercial Daily and the Shanghai Stock Exchange website Temporary Bulletin No.2014-027 of the Company on June 11,2014.(2)Related query index of first-time registration information The first-time registration information can be found in 2010 annual report of the Company.(3)Change of
20、principal business since being listed The principal business of the Company has been the sewing equipment manufacturing industry since being listed,not changed during the report period.The business involves sewing equipment,office machinery,photo sensitive equipment,and commerce,trading,etc.(4)Chang
21、e of main shareholder since being listed Since being listed in 1994,the Companys main shareholder was Shanghai Light Industry Holding(Group)Company.On October 18,2004,Shanghai Light Industry Holding(Group)Company transferred all shares of the Company to Shanghai Pudong New Area State-owned Assets Ad
22、ministration Office,which is later renamed as Pudong SASAC.Currently,the main shareholder and actual controller of the Company is Pudong SASAC.7.Other information Accounting firm appointed by the Company(domestic)Name BDO China Shulun Pan Certified Public Accountants Co.,Ltd.(special common partners
23、hip)Office address Fourth floor,No.61,East Nanjing Road,Shanghai Signing name of accountants Li Ping Li Yue Sponsor engaged by the Company to conduct sustained supervision during the reporting period Name Shenwan Hongyuan Securities Underwriting Sponsors Co.,Ltd Office address No.171,Changshu Road,S
24、hanghai Signing name of sponsors Huang Xuesheng Feng Zhenyu Consistent supervision period March 28,2014 December 31,2015 Because of the reorganization matters that Shenyin Wanguo Securities Co.,Ltd issued shares to absorb Hong Yuan Securities Co.,Ltd,.Shenyin Wanguo Securities underwriting and spons
25、oring business(except underwriting business of bonds,debt financing instruments of non financial enterprises,policy bank financial bond,corporate debt)and financial advisory business related with securities trading,securities investment was undertaken by Shenwan Hongyuan Securities Underwriting Spon
26、sors Co.,Ltd(see Temporary Bulletin No.2015-002 of the Company).7 Chapter 3 Accounting Data and Financial Index Highlights 1.The Companys main accounting data and financial index in the last three years(1)Main accounting data Unit:Yuan,Currency:RMB Main accounting data 2014 2013 Year-on-year increas
27、e/decrease(%)2012 After adjustment Before adjustment After adjustment Before adjustment Total operating income 1,971,244,833.88 1,813,934,688.16 1,813,934,688.16 8.67 1,506,126,050.61 1,506,126,050.61 Net profit attributed to shareholders 197,616,061.21 79,552,024.19 79,552,024.19 148.41 41,686,253.
28、70 41,686,253.70 Net profit attributed to shareholders after non-recurrent account profit/loss 74,094,778.99 38,502,021.64 38,502,021.64 92.44 28,831,010.92 28,831,010.92 Net cash flow from operating activities 101,603,959.96 69,806,628.03 69,806,628.03 45.55 138,676,454.10 138,676,454.10 End of 201
29、4 End of 2013 Year-on-year increase/decrease(%)End of 2012 After adjustment Before adjustment After adjustment Before adjustment Net assets attributed to shareholders 1,596,085,177.75 795,894,186.10 795,894,186.10 100.54 704,345,823.10 729,473,292.70 Total assets 2,732,574,497.28 2,047,916,471.17 2,
30、047,916,471.17 33.43 1,626,633,348.69 1,608,451,075.09(2)Main financial data Main financial data 2014 2013 Year-on-year increase/decrease(%)2012 After adjustment Before adjustment After adjustment Before adjustment Basic earnings per share(yuan/share)0.3774 0.1772 0.1772 112.98 0.0929 0.0929 Diluted
31、 earnings per share(yuan/share)0.3774 0.1772 0.1772 112.98 0.0929 0.0929 Basic EPS after non-recurrent account profit/loss(yuan/share)0.1415 0.0858 0.0858 64.92 0.0642 0.0642 Weighted rate of return on net assets(%)14.3895 10.6907 10.6907 Increased by 3.70%5.8147 5.7978 Weighted average return on ne
32、t assets after non-recurrent account profit/loss(%)5.3953 5.1742 5.1742 Increased by 0.22%4.0216 4.0099 2.Items and amount of non-recurring profit and loss Unit:Yuan,Currency:RMB Items and amount of non-recurring profit and loss 2014 2013 2012 Profits and losses from disposal of 104,418,371.04 38,14
33、9,700.05 12,256,764.82 8 non-current assets Government subsidies recorded in the current profit and loss 2,718,674.99 3,203,590.00 1,086,000.00 Except effective hedging business relevant to the normal business of the Company,gains and losses from changes in fair value arising from trading financial
34、assets and trading financial liabilities,and investment income from disposal of trading financial assets,trading financial liabilities and available-for-sale financial assets 28,259,539.60-58,593.34 825,269.83 Other non-operating income and expenditure except the above-said items-10,606,002.10 1,015
35、,375.75 80,120.28 Impact on minority interests -515,414.86-593,981.33 Impact on income tax-1,269,301.31-744,655.05-798,930.82 Total 123,521,282.22 41,050,002.55 12,855,242.78 3.Items for adopting fair value measurement Unit:Yuan,Currency:RMB Item Opening balance Ending balance Current change Influen
36、ce on current profit 1.trading financial assets 277,479.87 -177,479.87 233,423.39 2、financial assets for sale 85,012,121.56 89,648,607.58 6,416,286.02 4,124,167.65 Total 85,289,601.43 89,648,607.58 6,238,806.15 4,357,591.04 9 Chapter 4 Report by the Board of Directors 1.Discussion and analysis by th
37、e Board regarding the operation of the Company during report period In 2014,Chinas development faced the complicated and severe international and domestic environment,global economic recovery is arduous and tortuous,developing trend of major economies is differenced.Domestic downturn pressure on the
38、 economy continued to increase,multiple difficulties and challenges are intertwined,economic development present the situation of generally smooth and stable with slightly rise.Total exports of China Sewing machinery products present the trend of increasing stably year-on-year,especially the automat
39、ic industrial sewing machine exports maintain good growth,and further optimize the structure of export products of industrial sewing machine of the industry.But in recent years,due to many factors such as the impact of domestic labor costs rise,many garment enterprise transferred to Southeast Asia a
40、nd South Asia where labor costs are lower.As the demand of garment enterprises is going down,the sewing equipment market is cold inside and heat outside,and the enterprises production rhythm is slowdown in general,the majority of enterprises of the industry are facing downward pressure.Domestic mark
41、et demand of China Sewing Machinery is transferring from high speed to middle and low speed.Low speed operation becomes the new normal development of sewing machinery industry in China.The company is facing severe challenges in the future,but there are also rising automation machine needs in the pro
42、cess of industrial structure adjustment.Facing the complex external environment,the company from top to bottom made concerted efforts,overcome difficulties,and achieved gratifying business performance.At the end of 2014,the total assets is 2,732.57 million yuan,comparing to 2,047.92 million yuan at
43、the the end of last year,realize an increase of 684.65 million yuan,an increase of 33.43%.it is mainly because the company raise funds of 671 million yuan by non-public offering of stock in the current period.Liabilities amounted to 1,096.41 million yuan,comparing to 1118.12 million yuan at the end
44、of 2013,reduced 21.71 million yuan,decreased by 1.94%.During the report year,the Company realized the operating revenue of RMB 1971.24 million,an increase of 8.67%year-on-year,mainly due to the sewing machine revenue increasing 10.21%,among which the operating profit amounted to RMB 194.97 million,a
45、n increase of 35.02%;the net profit attributable to shareholders of the listed company totaled RMB 197.62 million,an increase of 148.41%year-on-year,mainly due to the sound operation of ShangGong Europe and the purchase and storage of land use right of Lintong Road of the Company by the government.L
46、ooking back on 2014,the Company mainly implemented the following work:1.Successfully complete the private placement of the financing,investment project with raised fund implement in an orderly manner The company began preparations for the issuance of non-public shares from the beginning of 2013.In t
47、he basis of basically complete the application,at the beginning of 2014,the company actively promotes and successfully obtained approval of the CSRC.At the end of March,the company completed non-public offering to 7 strategic investors,raised funds totaling 671 million yuan.With the funding in place
48、,the company completed the preliminary input replacement work of its own funds.Each raised projects steadily and orderly advanced.In the project of SGE investing Germany PFAFF AG and KSL GmbH,the synergistic consolidation after the acquisition promoted orderly,and has achieved initial success.other
49、projects with raised fund are also steadily advanced according to plan.The completion of non-public offering obviously improves the financial indicators of the company,such as cash flow,asset quality,debt repaying ability.The asset structure is more reasonable.The companys overall size and industry
50、position is improved,and the overall strength and competitiveness of the company are significantly increased.The completion of non-public offering lays a solid foundation for the companys long-term development and achieving the strategic goal,it is of important significance for the sustainable devel
