沈機集團昆明機床股份有限公 沈機集團昆明機床股份有限公司 沈機集團昆明機床股份有限公司 SHENJI GROUP KUNMING MACHINE TOOL COMPANY LIMITED SHENJI GROUP KUNMING MACHINE TOOL COMPANY LIMITED （在中華人民共和國註冊成立之中外合資股份有限公司） 司 (A sino-foreign joint stock limited company established in the People’s Republic of China with limited liability) （股份代號：0300 ） (Stock Code: 0300) SHENJI GROUP KUNMING MACHINE TOOL COMPANY LIMITED 二零 一五 年年 創造 報 Create Classic of 典範 An High Precision Machine Made in China 中國精密制造的 n u al R ep ort 2 0 15 二零一五年年報 Annual Report 2015 IMPORTANT NOTICE 1. The Board of Directors, Supervisory Committee, Directors, Supervisors and Senior Management Officers of the Company have declared that the content of this annual report is true, accurate and complete with no false information, misleading statements or material omissions for which they jointly and severally accept legal responsibility. 2. Directors’ not attendance of the Board meeting Positions Names Reasons for not attending Appointee Director Zhang Zeshun Office duty Zhang Tao 3. Ruihua Certified Public Accountants has issued standard unqualified audit report for the Company. 4. Wang Xing, Chairman, Jin Xiaofeng, the person in charge of accounting affairs, and Li Hongning, head of accounting department (Accounting Supervisor), have declared that they assured for the truthfulness, accuracy and completeness of the financial statements in the Annual Report. 5. Proposal on profit distribution or capitalization of capital reserve to increase share capital for the reporting period approved by the board of directors of the Company In accordance with the China Accounting Standards, in 2015, the Group recorded a net loss of RMB196,385,000 attributable to shareholders of the Company. No surplus reserves was made, the accumulated profit available for distribution amounted to RMB221,249,000. In particular, the Company recorded a net loss of RMB168,794,000. No surplus reserves was made, the accumulated profit available for distribution amounted to RMB221,351,000. There is no cash dividend for 2015. 6. Risk declaration for the forward-looking statements The forward-looking statements contained in this annual report regarding the Company’s future plans do not constitute any substantive commitment to investors and investors are reminded of the investment risks and to exercise caution in their investment. 7. Any appropriation of non-operating fund by the controlling shareholder and its related parties? No 8. Any external guarantee provided not in compliance with the required decision-making procedures? No 9. Significant Risk Warning The Company had consecutive losses in the last two years, it is implemented delisting risk warning (*ST). 10. Others No Annual Report 2015 Shenji Group Kunming Machine Tool Company Limited 1 CONTENT 1. DEFINITION 3 2. COMPANY PROFILE AND FINANCIAL HIGHLIGHTS 4 3. OVERVIEW OF MAIN BUSINESS 8 4. MANAGEMENT DISCUSSION AND ANALYSIS 9 5. SIGNIFICANT EVENTS 20 6. CHANGES IN SHARES CAPITAL AND SHAREHOLDERS 29 7. DIRECTORS, SUPERVISORS, SENIOR MANAGEMENT AND STAFF 35 8. CORPORATE GOVERNANCE 46 9. FINANCIAL STATEMENTS 49 10. DOCUMENTS AVAILABLE FOR INSPECTION 148 2 Shenji Group Kunming Machine Tool Company Limited Annual Report 2015 DEFINITION I. DEFINITION In this report, unless the context requires otherwise, the following terms and expressions shall have the following meanings: Meanings of the following terms “The Company”, “Company”, “Parent” Shenji Group Kunming Machine Tool Company Limited “Industry” the machine tool industry in the PRC “Horizontal machine” horizontal boring and milling machine tool “Floor-type machine” floor-type boring and milling machine tool “Machining center” horizontal products machining center “Gantry machine” gantry boring and milling machine tool “Company Law” the Company Law of the People’s Republic of China “Securities Law” the Securities Law of the People’s Republic of China “Accounting Law” the Accounting Law of the People’s Republic of China “RMB”, “RMB’000” and “RMB’0000” RMB, RMB thousand and RMB ten thousands Annual Report 2015 Shenji Group Kunming Machine Tool Company Limited 3 COMPANY PROFILE AND FINANCIAL HIGHLIGHTS I. COMPANY INFORMATION Name of the Company (Chinese) 沈機集團昆明機床股份有限公司 Abbreviated Name of 昆明機床 the Company (Chinese) Name of the Company (English) SHENJI GROUP KUNMING MACHINE TOOL COMPANY LIMITED Abbreviated Name of kmtcl the Company (English) Legal Representative Wang Xing II. CONTACT PERSON AND CONTACT INFORMATION Secretary to the Board Securities Affairs Representative (Company secretary) Name Luo Tao Wang Bihui Correspondence address 23 Ciba Road, Kunming City, 23 Ciba Road, Kunming City, Yunnan Province Yunnan Province Telephone number 86-871-66166612 86-871-66166623 Facsimile number 86-871-66166288 86-871-66166288 E-mail [email protected] [email protected] III. BASIC INFORMATION Registered address 23 Ciba Road, Kunming City, Yunnan Province, the PRC Post code of registered address 650203 Business address 23 Ciba Road, Kunming City, Yunnan Province, the PRC Post code of business address 650203 Website www.kmtcl.com.cn E-mail www.kmtcl.com.cn IV. PLACE OF INFORMATION DISCLOSURE AND DOCUMENT INSPECTION Designated newspapers for publishing China Securities Daily, Shanghai Securities News and Securities Times Designated internet websites by www.sse.com.cn, www.hkex.com.hk, kmtcl.com.cn CSRC for publishing annual report Annual report available at Office Building, 23 Ciba Road, Kunming City, Yunnan Province 4 Shenji Group Kunming Machine Tool Company Limited Annual Report 2015 COMPANY PROFILE AND FINANCIAL HIGHLIGHTS V. SHARE LISTING Particulars of the Company’s Shares Class of Shares Stock exchange Short Name Stock Code A Shares Shanghai Stock Exchange Kunming Machine 600806 H Shares The Stock Exchange of Kunming Machine 0300 Hong Kong Limited VI. OTHER RELEVANT INFORMATION Appointed Auditor of the Name Ruihua Certified Public Accountants Company (domestic) Address 3-4/F, Tower 2, No.16 Xisihuanzhong Road, Haidian District, Beijing, P.R.C. Signature of accountants Gao Zhe, Sun Rui VII. PRINCIPAL ACCOUNTING DATA AND FINANCIAL HIGHLIGHTS FOR THE LATEST FIVE YEARS 1. Principal accounting data Unit: RMB Increase/ Decrease as compared with the corresponding period last Principal accounting data 2015 2014 year (%) 2013 2012 2011 Operating income 776,594,761.09 867,889,305.64 (10.52) 1,029,488,879.74 1,086,311,095.78 1,804,857,564.29 Net profit attributable to equity shareholders of the Company (196,385,215.66) (204,091,306.53) (3.78) 8,521,796.32 (102,851,352.78) 54,567,125.16 Net profit (excluding extraordinary gains and losses) attributable to equity shareholders of the Company (218,582,693.59) (224,165,737.61) (2.49) (24,012,543.98) (114,564,603.47) 51,897,930.57 Net cash flow from operating activities (163,568,963.03) (132,256,016.53) 23.68 (77,588,452.04) 7,571,011.30 654,756.70 Increase/ Decrease as compared with the corresponding As at the end As at the end period last As at the end As at the end As at the end of 2015 of 2014 year (%) of 2013 of 2012 of 2011 Net assets attributable to equity shareholders of the Company 889,172,358.16 1,085,557,573.82 (18.09) 1,297,187,170.90 1,288,665,374.58 1,402,138,349.42 Total assets 2,796,144,096.72 2,815,121,513.91 (0.67) 2,764,961,985.20 2,519,121,043.82 2,558,664,361.12 Total share capital at the end of the period 531,081,103.00 531,081,103.00 – 531,081,103.00 531,081,103.00 531,081,103.00 Annual Report 2015 Shenji Group Kunming Machine Tool Company Limited 5 COMPANY PROFILE AND FINANCIAL HIGHLIGHTS 2. Principal financial data Increase/ Decreases compared with the corresponding period last 2015 2014 year (%) 2013 2012 2011 Basic earnings per share (RMB/share) (0.37) (0.38) (2.69) 0.02 (0.19) 0.10 Diluted earnings per share (RMB/share) (0.37) (0.38) (2.69) 0.02 (0.19) 0.10 Basic earnings per share excluding extraordinary gains and losses (RMB/share) (0.41) (0.42) (2.00) (0.05) (0.22) 0.10 Return on net assets (weighted average) (%) (19.89) (17.08) (2.81) 0.66 (7.65) 3.93 Return on net assets based on net profit excluding extraordinary gains and losses (weighted average) (%) (22.39) (18.92) (3.47) (1.88) (8.52) 3.74 VIII. DIFFERENCE IN ACCOUNTING DATA UNDER DOMESTIC AND OVERSEAS ACCOUNTING STANDARDS 1. Differences in net profits and net assets attributable to equity shareholders of the Company prepared under international accounting standards and PRC GAAP □Applicable 3Not applicable 2. Differences in net profits and net assets attributable to equity shareholders of the Company prepared under foreign accounting standards and PRC GAAP □Applicable 3Not applicable 3. Explanation on difference in accounting data under domestic and overseas accounting standards No XV. PRINCIPAL FINANCIAL DATA IN 2015 BY QUARTER Unit: RMB The first quarter The second quarter The third quarter The forth quarter (Jan – March) (April – June) (July – Sept) (Oct – Dec) Operating income 206,350,275.11 275,098,132.38 148,311,771.59 146,834,582.01 Net profit attributable to equity shareholders of the Company 1,390,331.36 (20,770,911.92) (24,808,375.37) (152,196,259.73) Net profit (excluding extraordinary gains and losses) attributable to equity shareholders of the Company 71,278.67 (34,530,183.53) (23,930,520.44) (160,193,268.29) Net cash flow from operating activities (43,794,271.42) (57,964,615.03) 38,752,727.95 (100,562,804.53) Explanation on differences between quarterly information and regular reports information □ Applicable 3Not applicable 6 Shenji Group Kunming Machine Tool Company Limited Annual Report 2015 COMPANY PROFILE AND