PDF《Shang Gong Group Co., Ltd.》

Shang Gong Group Co.

, Ltd. Annual Report

2018 上工申贝(集团)股份有限公司 Annual Report

2018 Shang Gong Group Co., Ltd

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121 IMPORTANT NOTES 1. The board of directors, the board of supervisors, directors, supervisors and senior executives of the Company undertake that the content of the annual report is true, accurate and complete, and contains no false records, misleading statements, or major omissions, and will assume joint and several legal liabilities arising therefrom. 2. All the directors of Shang Gong Group Co., Ltd. attended the meeting of the board of directors. 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, Zhang Jianrong, the principal in charge of the accounting, and Zhao Lixin, Chief of Accounting Affairs, declare and guarantee the veracity, accuracy and integrity of the financial report in the annual report. 5. Plan of profit distribution or transfer of reserves deliberated by the board Audited by BDO China Shu Lun Pan Certified Public Accountants LLP., the Company achieved the consolidated net profit of 158,449,643.95 yuan in 2018, of which, the net profit attributable to parent company owners is 140,828,047.20 yuan. 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 deficit of previous years, the Company did not draw the legal accumulation fund. The current-period net profit of the parent company is 32,898,977.07 yuan;

the undistributed profits at the beginning of

2018 are -143,892,809.85 yuan;

thus the practical profit available for distribution is -110,993,832.78 yuan at the end of 2018. As the parent company'

s profit available for distribution is negative, the profit distribution cannot be made in 2018, neither the transferring of capital reserves into share capital. 6. Warning statement of forward-looking statements The Company'

s future plan, development strategy and other forward-looking statements in the report do not constitute any material commitment of the Company to investors. Investors and relevant persons shall be sufficiently mindful of risks, and undertake the difference in plans, predictions and commitments. 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 waring The Company has described in detail the risks faced by the Company in this report. For details see DDiscussion and Analysis on Business Operation‖ and other relevant chapters in this report. 10. This report is prepared in both Chinese and English. In the case of any inconsistent understanding between the Chinese version and the English version, the Chinese version shall prevail. 上工申贝(集团)股份有限公司 Annual Report

2018 Shang Gong Group Co., Ltd

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121 TABLE OF CONTENTS Chapter

1 Definition.4 Chapter

2 Company Profile and Main Financial Index.4 Chapter

3 Summary of Company Business.6 Chapter

4 Discussion and Analysis on the Business Operation

9 Chapter

5 Important Matters

21 Chapter

6 Changes in Common Shares and Shareholders

26 Chapter

7 Preferred Stock

27 Chapter

8 Directors, Supervisors, Senior Management and Employees.28 Chapter

9 Corporate Governance.33 Chapter