AUDITORS' REPORT PCPAR [2017] No. ZB11076 To all shareholders of Sino Great Wall Co., Ltd.: We have audited the attached financial statements of Sino Great Wall Co., Ltd. (hereinafter referred to as “the Company”), which comprise the consolidated balance sheet and the company's balance sheet as at December 31, 2016, the consolidated income statement and the company's income statement, the consolidated statement of cash flows and the company's statement of cash flows, the consolidated statement of changes in shareholders’ equity and the company's statement of changes in shareholders' equity and notes to the financial statements for the year then ended. I. Management's Responsibility for the Financial Statements Preparation and fair presentation of financial statements is the responsibility of the company management. This responsibility includes: (1) preparing the financial statements in accordance with Accounting Standards for Business Enterprises to achieve fair presentation of the financial statements; (2) designing, implementing and maintaining internal control that is necessary to enable the financial statements that are free from material misstatement, whether due to fraud or error. II. Auditor's Responsibilities Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with Auditing Standards for Certified Public Accountants in China. Those standards require that we comply with professional and ethical requirements of Chinese certified public accountants, and plan and perform the audit to obtain reasonable assurance whether the financial statements are free from material misstatements. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor’s judgments, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, we consider the internal control relevant to the preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by the management, as well as evaluating the overall presentation of the financial statements. Auditors' Report Page 1 We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion. III. Opinion In our opinion, the financial statements of the Company are prepared in accordance with Accounting Standards for Business Enterprises and present fairly, in all material respects, the consolidated financial position and the Company's financial position as at December 31, 2016 and the consolidated operating results and the Company's operating results and cash flows for the year then ended. BDO CHINA Shu Lun Pan Certified Public Accountant of China: Certified Public Accountants LLP Certified Public Accountant of China: Shanghai, China April 26, 2017 This auditors’ report and the accompanying notes to the financial statements are English translation of the Chinese auditors’ report. In case of doubt as to the presentation of these documents, the Chinese version shall prevail. Auditors' Report Page 2 神州长城股份有限公司 Sino Great Wall Co., Ltd. 合并资产负债表 Consolidated Balance Sheet 2016 年 12 月 31 日 December 31, 2016 (除特别注明外,金额单位均为人民币元) (Monetary units are expressed in RMB unless otherwise stated) 期末余额Balance as at 年初余额 Balance as at 资 产 Assets 附注五 Note 5 December 31, 2016 January 1, 2016 流动资产: Current assets: 货币资金 Monetary funds (一) 5.1 1,340,815,821.83 695,384,561.31 结算备付金 Balances with clearing companies 拆出资金 Loans to banks and other financial institutions 以公允价值计量且其变动计入当期损益的金融资产 Financial assets measured at fair value through (二)5.2 1,102,961.04 current profit or loss 衍生金融资产 Derivative financial assets 应收票据 Notes receivable (三) 5.3 1,074,390,642.58 220,448,747.94 应收账款 Accounts receivable (四) 5.4 3,725,170,208.31 2,352,808,087.33 预付款项 Advances to suppliers (五) 5.5 319,206,798.63 77,707,568.38 应收保费 Premium receivable 应收分保账款 Reinsurance accounts receivable 应收分保合同准备金 Reinsurance contract reserves receivable 应收利息 Interest receivable 应收股利 Dividends receivable 其他应收款 Other receivables (六) 5.6 651,012,132.91 239,952,886.11 买入返售金融资产 Financial assets purchased under resale agreements 存货 Inventories (七) 5.7 332,904,930.36 168,133,668.91 划分为持有待售的资产 Assets classified as held for sale 一年内到期的非流动资产 Non-current assets maturing within one year (八) 5.8 13,462,942.89 15,717,270.60 其他流动资产 Other current assets (九) 5.9 35,450,194.47 14,138,411.87 流动资产合计 TOTAL CURRENT ASSETS 7,492,413,671.98 3,785,394,163.49 非流动资产: Non-current assets: 发放贷款及垫款 Disbursement of advances and loans 可供出售金融资产 Available-for-sale financial assets 持有至到期投资 Held-to-maturity investments 长期应收款 Long-term receivables 长期股权投资 Long-term equity investments 投资性房地产 Investment property 固定资产 Fixed assets (十) 5.10 128,483,747.74 43,846,215.63 在建工程 Construction in process (十一) 5.11 10,016,928.24 工程物资 Project materials 固定资产清理 Liquidation of fixed assets 生产性生物资产 Productive biological assets 油气资产 Oil and gas assets 无形资产 Intangible assets (十二) 5.12 106,203,443.55 9,267,746.33 开发支出 Development expenses 商誉 Goodwill (十三) 5.13 58,874,144.79 6,724,316.91 长期待摊费用 Long-term deferred expenses (十四) 5.14 7,003,035.94 18,909,785.69 递延所得税资产 Deferred income tax assets (十五) 5.15 76,298,659.34 47,950,278.07 其他非流动资产 Other non-current assets (十六) 5.16 116,902,258.30 95,353,390.28 非流动资产合计 TOTAL NON-CURRENT ASSETS 493,765,289.66 232,068,661.15 资产总计 TOTAL ASSETS 7,986,178,961.63 4,017,462,824.63 后附财务报表附注为财务报表的组成部分。 The accompanying notes to the financial statements are integral parts of the financial statements. 企业法定代表人: Legal Representative of Enterprise: 主管会计工作负责人: Accounting Principal: 会计机构负责人: Head of the Accounting Department: Financial statements Page 1 神州长城股份有限公司 Sino Great Wall Co., Ltd. 合并资产负债表(续)Consolidated Balance Sheet (Continued) 2016 年 12 月 31 日 December 31, 2016 (除特别注明外,金额单位均为人民币元) (Monetary units are expressed in RMB unless otherwise stated) 期末余额Balance as at 年初余额 Balance as at 负债和所有者权益 Liability and Owners' Equity 附注五 Note 5 December 31, 2016 January 1, 2016 流动负债: Current liabilities: 短期借款 Short-term borrowings (十七) 5.17 1,966,058,357.59 225,408,496.07 向中央银行借款 Borrowings from central bank 吸收存款及同业存放 Absorption of deposits and interbank deposit 拆入资金 Loans from banks and other financial institutions 以公允价值计量且其变动计入当期损益的金融负债 Financial liabilities measured at fair value through current profit or loss 衍生金融负债 Derivative financial liabilities 应付票据 Notes payable (十八)5.18 706,883,375.54 143,410,167.17 应付账款 Accounts payable (十九)5.19 1,313,948,990.25 1,332,619,954.77 预收款项 Advances from customers (二十) 5.20 573,784,072.58 64,963,842.60 卖出回购金融资产款 Financial assets sold under repurchase agreements 应付手续费及佣金 Handling charges and commissions payable 应付职工薪酬 Employee compensation payable (二十一) 5.21 18,797,546.69 12,669,619.20 应交税费 Taxes and surcharges payable (二十二) 5.22 313,483,669.78 284,826,290.11 应付利息 Interest payable (二十三) 5.23 6,428,493.55 527,969.26 应付股利 Dividends payable 其他应付款 Other payables (二十四)5.24 222,414,975.01 635,200,976.60 应付分保账款 Reinsurance accounts payable 保险合同准备金 Reserves for insurance contracts 代理买卖证券款 Receivings from vicariously traded securities 代理承销证券款 Receivings from vicariously sold securities 划分为持有待售的负债 Liabilities classified as held for sale 一年内到期的非流动负债 Non-current liabilities maturing within one year (二十五)5.25 175,958,998.04 7,135,752.00 其他流动负债 Other current liabilities (二十六)5.26 30,382,980.72 流动负债合计 TOTAL CURRENT LIABILITIES 5,328,141,459.75 2,706,763,067.78 非流动负债: Non-current liabilities: 长期借款 Long-term borrowings (二十七) 5.27 786,858,878.82 30,140,649.14 应付债券 Bonds payable 其中:优先股 Including: Preferred stock 永续债 Perpetual debts 长期应付款 Long-term payables 长期应付职工薪酬 Long-term employee compensation payable 专项应付款 Special payables 预计负债 Estimated liabilities (二十八)5.28 13,225,861.70 递延收益 Deferred income 递延所得税负债 Deferred income tax liabilities (十五) 5.15 27,469,888.77 15,444.16 其他非流动负债 Other non-current liabilities 非流动负债合计 TOTAL NON-CURRENT LIABILITIES 827,554,629.29 30,156,093.30 负债合计 TOTAL LIABILITIES 6,155,696,089.04 2,736,919,161.08 所有者权益: Total owners' equity: 实收资本(或股本) Paid-in capital (or share capital) (二十九) 5.29 1,698,245,011.00 446,906,582.00 其他权益工具 Other equity instruments 其中:优先股 Including: Preferred stock 永续债 Perpetual debts 资本公积 Capital reserve (三十) 5.30 -1,299,349,701.74 -50,367,862.22 减:库存股 Less: Treasury stock 其他综合收益 Other comprehensive income 专项储备 Special reserve (三十一)5.31 65,687,868.14 46,014,941.54 盈余公积 Surplus reserve (三十二) 5.32 84,394,441.23 84,394,441.23 一般风险准备 General risk reserves 未分配利润 Undistributed profits (三十三) 5.33 1,228,970,498.86 755,308,636.19 归属于母公司所有者权益合计 Total equity attributable to owners of the parent company 1,777,948,117.49 1,282,256,738.74 少数股东权益 Minority equity 52,534,755.10 -1,713,075.19 所有者权益合计 TOTAL OWNERS' EQUITY 1,830,482,872.59 1,280,543,663.55 负债和所有者权益总计 TOTAL LIABILITIES AND OWNERS' EQUITY 7,986,178,961.63 4,017,462,824.63 后附财务报表附注为财务报表的组成部分。 The accompanying notes to the financial statements are integral parts of the financial statements. 企业法定代表人: Legal Representative of Enterprise: 主管会计工作负责人: Accounting Principal: 会计机构负责人: Head of the Accounting Department: Financial statements Page 2 神州长城股份有限公司 Sino Great Wall Co., Ltd. 资产负债表 Balance Sheet 2016 年 12 月 31 日 December 31, 2016 (除特别注明外,金额单位均为人民币元) (Monetary units are expressed in RMB unless otherwise stated) 期末余额Balance as at 年初余额 Balance as at 资 产 Assets 附注十五 Note 15 December 31, 2016 January 1, 2016 流动资产:Current assets: 货币资金 Monetary funds 168,691,344.34 239,145,251.31 以公允价值计量且其变动计入当期 损益的金融资产 Financial assets measured at fair value through current profit or loss 衍生金融资产 Derivative financial assets 应收票据 Notes receivable 应收账款 Accounts receivable (一) 15.1 6,346.00 29,083.30 预付款项 Advances to suppliers 1,000,000.00 应收利息 Interest receivable 应收股利 Dividends receivable 其他应收款 Other receivables (二)15.2 1,672,200,041.98 存货 Inventories 划分为持有待售的资产 Assets classified as held for sale 一年内到期的非流动资产 Non-current assets maturing within one year 其他流动资产 Other current assets 1,404,744.25 流动资产合计 TOTAL CURRENT ASSETS 1,843,302,476.57 239,174,334.61 非流动资产: Non-current assets: 可供出售金融资产 Available-for-sale financial assets 持有至到期投资 Held-to-maturity investments 长期应收款 Long-term receivables 长期股权投资 Long-term equity investments (三) 15.3 3,176,451,536.66 3,079,451,536.66 投资性房地产 Investment property 固定资产 Fixed assets 4,121.50 在建工程 Construction in process 工程物资 Project materials 固定资产清理 Liquidation of fixed assets 生产性生物资产 Productive biological assets 油气资产 Oil and gas assets 无形资产 Intangible assets 开发支出 Development expenses 商誉 Goodwill 长期待摊费用 Long-term deferred expenses 336,569.60 递延所得税资产 Deferred income tax assets 382.68 其他非流动资产 Other non-current assets 48,960,000.00 非流动资产合计 TOTAL NON-CURRENT ASSETS 3,225,752,227.76 3,079,451,919.34 资产总计 TOTAL ASSETS 5,069,054,704.33 3,318,626,253.95 后附财务报表附注为财务报表的组成部分。 The accompanying notes to the financial statements are integral parts of the financial statements. 企业法定代表人: Legal Representative of Enterprise: 主管会计工作负责人: Accounting Principal: 会计机构负责人: Head of the Accounting Department: Financial statements Page 3 神州长城股份有限公司 Sino Great Wall Co., Ltd. 资产负债表(续)Balance Sheet (Continued) 2016 年 12 月 31 日 December 31, 2016 (除特别注明外,金额单位均为人民币元) (Monetary units are expressed in RMB unless otherwise stated) 期末余额Balance as at 年初余额 Balance as at 负债和所有者权益 Liability and Owners' Equity December 31, 2016 January 1, 2016 流动负债: Current liabilities: 短期借款 Short-term borrowings 980,000,000.00 以公允价值计量且其变动计入当期损益的金融负债 Financial liabilities measured at fair value through current profit or loss 衍生金融负债 Derivative financial liabilities 应付票据 Notes payable 68,000,000.00 应付账款 Accounts payable 预收款项 Advances from customers 应付职工薪酬 Employee compensation payable 701,792.11 应交税费 Taxes and surcharges payable 97,085,106.00 98,150,372.30 应付利息 Interest payable 5,150,639.24 应付股利 Dividends payable 其他应付款 Other payables 13,252,762.06 803,339.56 划分为持有待售的负债 Liabilities classified as held for sale 一年内到期的非流动负债 Non-current liabilities maturing within one year 其他流动负债 Other current liabilities 流动负债合计 TOTAL CURRENT LIABILITIES 1,164,190,299.41 98,953,711.86 非流动负债: Non-current liabilities: 长期借款 Long-term borrowings 700,000,000.00 应付债券 Bonds payable 其中:优先股 Including: Preferred stock 永续债 Perpetual debts 长期应付款 Long-term payables 长期应付职工薪酬 Long-term employee compensation payable 专项应付款 Special payables 预计负债 Estimated liabilities 递延收益 Deferred income 递延所得税负债 Deferred income tax liabilities 其他非流动负债 Other non-current liabilities 非流动负债合计 TOTAL NON-CURRENT LIABILITIES 700,000,000.00 负债合计 TOTAL LIABILITIES 1,864,190,299.41 98,953,711.86 所有者权益: Total owners' equity: 实收资本(或股本) Paid-in capital (or share capital) 1,698,245,011.00 446,906,582.00 其他权益工具 Other equity instruments 其中:优先股 Including: Preferred stock 永续债 Perpetual debts 资本公积 Capital reserve 1,237,956,472.37 2,489,294,901.37 减:库存股 Less: Treasury stock 其他综合收益 Other comprehensive income 专项储备 Special reserve 盈余公积 Surplus reserve 26,309,287.00 26,309,287.00 未分配利润 Undistributed profits 242,353,634.55 257,161,771.72 所有者权益合计 TOTAL OWNERS' EQUITY 3,204,864,404.92 3,219,672,542.09 负债和所有者权益总计 TOTAL LIABILITIES AND OWNERS' EQUITY 5,069,054,704.33 3,318,626,253.95 后附财务报表附注为财务报表的组成部分。 The accompanying notes to the financial statements are integral parts of the financial statements. 企业法定代表人: Legal Representative of Enterprise: 主管会计工作负责人: Accounting Principal: 会计机构负责人: Head of the Accounting Department: Financial statements Page 4 神州长城股份有限公司 Sino Great Wall Co., Ltd. 合并利润表 Consolidated Income Statement 2016年度 Year of 2016 (除特别注明外,金额单位均为人民币元) (Monetary units are expressed in RMB unless otherwise stated) 项 目 Item 附注五 Note 5 本期发生额 Year 2016 上期发生额 Year 2015 一、营业总收入 Total operating income 4,664,999,117.17 4,010,358,999.58 其中:营业收入Including: Operating income (三十四)5.34 4,664,999,117.17 4,010,358,999.58 利息收入 Interest income 已赚保费 Earned premiums 手续费及佣金收入 Income from handling charges and commissions 二、营业总成本 Total operating cost 4,110,727,814.01 3,578,964,860.85 其中:营业成本 Including: Operating cost (三十四)5.34 3,459,377,744.66 3,165,027,185.66 利息支出 Interest expenses 手续费及佣金支出 Handling charges and commissions expenses 退保金 Surrender value 赔付支出净额 Net claims paid 提取保险合同准备金净额 Net amount withdrawn for insurance contract reserves 保单红利支出 Policy dividend payment 分保费用 Reinsurance costs 税金及附加 Taxes and surcharges (三十五)5.35 9,651,529.46 79,485,669.04 销售费用 Selling expenses (三十六)5.36 30,318,688.27 13,686,172.10 管理费用 General and administrative expenses (三十七) 5.37 313,930,733.56 154,562,327.86 财务费用 Financial expenses (三十八)5.38 127,437,227.95 54,866,402.02 资产减值损失 Losses from assets impairment (三十九) 5.39 170,011,890.11 111,337,104.17 加:公允价值变动收益(损失以“-”号填列) Plus: Gains from the changes in fair value ("-" for losses) (四十) 5.40 42,553.26 投资收益(损失以“-”号填列) Investment income ("-" for losses) (四十一) 5.41 2,226,350.97 其中:对联营企业和合营企业的投资收益 Including: Income from investment in associates and joint ventures 汇兑收益(损失以“-”号填列) Gains from foreign exchange ("-" for losses) 三、营业利润(亏损以“-”号填列)Operating profits ("-" for losses) 556,497,654.12 431,436,691.98 加:营业外收入 Plus: Non-operating income (四十二) 5.42 26,427,042.86 380,733.08 其中:非流动资产处置利得 Including: Gains from disposal of non-current assets 4,455.00 减: 营业外支出 Less: Non-operating expenses (四十三) 5.43 21,586,940.28 1,025,395.57 其中:非流动资产处置损失 Including: Losses from disposal of non-current assets 564,833.40 85,567.15 四、利润总额(亏损总额以“-”号填列) Total profits ("-" for total losses) 561,337,756.70 430,792,029.49 减:所得税费用 Less: Income tax expenses (四十四) 5.44 89,244,861.75 84,688,888.81 五、净利润(净亏损以“-”号填列) Net profit ("-" for net losses) 472,092,894.95 346,103,140.68 其中:被合并方在合并前实现的净利润 Including: Net profit achieved by the combined party before the combination 归属于母公司所有者的净利润 Net profit attributable to owners of the parent company 473,661,862.67 346,648,651.48 少数股东损益 Minority interest income -1,568,967.72 -545,510.80 六、其他综合收益的税后净额 Other comprehensive income, net of tax 85.60 归属母公司所有者的其他综合收益的税后净额 Other comprehensive income, net of tax attributable to owners of the parent company 85.60 (一)以后不能重分类进损益的其他综合收益 Other comprehensive income that cannot be reclassified into profit or loss later 1. 重新计量设定受益计划净负债或净资产的变动 Changes arising from the re-measurement of net liabilities or net assets of defined benefit plan 2. 权益法下在被投资单位不能重分类进损益的其他综合收益中享有的份额 Share in other comprehensive income of the investee that cannot be reclassified into profit or loss under the equity method (二)以后将重分类进损益的其他综合收益 Other comprehensive income that will be reclassified into profit or loss later 85.60 1. 权益法下在被投资单位以后将重分类进损益的其他综合收益中享有的份额 Share in other comprehensive income of the investee that will be reclassified into profit or loss under the equity method later 2. 可供出售金融资产公允价值变动损益 Profit or loss of change in faire value of available-for-sale financial assets 3. 持有至到期投资重分类为可供出售金融资产损益 Profit or loss arising from reclassification of held-to-maturity investments as financial assets available for sale 4. 现金流量套期损益的有效部分 Effective portion of profit or loss from cash flow hedging 5. 外币财务报表折算差额 Translation differences of foreign currency financial statements 85.60 6. 其他 Others 归属于少数股东的其他综合收益的税后净额 Other comprehensive income, net of tax attributable to minority shareholders 七、综合收益总额 Total comprehensive income 472,092,894.95 346,103,226.28 归属于母公司所有者的综合收益总额 Total comprehensive income attributable to owners of the parent company 473,661,862.67 346,648,737.08 归属于少数股东的综合收益总额 Total comprehensive income attributable to minority shareholders -1,568,967.72 -545,510.80 八、每股收益: Earnings per share: (一)基本每股收益(元/股)Basic earnings per share (RMB/share) 0.28 0.40 (二)稀释每股收益(元/股)Diluted earnings per share (RMB/share) 0.28 0.40 后附财务报表附注为财务报表的组成部分。The accompanying notes to the financial statements are integral parts of the financial statements. 企业法定代表人: Legal Representative of Enterprise: 主管会计工作负责人: Accounting Principal: 会计机构负责人: Head of the Accounting Department: Financial statements Page 5 神州长城股份有限公司 Sino Great Wall Co., Ltd. 利润表 Income Statement 2016年度 Year of 2016 (除特别注明外,金额单位均为人民币元) (Monetary units are expressed in RMB unless otherwise stated) 项 目 Item 附注十五 Note 15 本期发生额 Year 2016 上期发生额 Year 2015 一、营业收入 Operating income (五) 15.5 238,048.64 2,318,061.00 减:营业成本 Less: Operating costs (五) 15.5 237,620.18 税金及附加 Taxes and surcharges 192,135.56 153,652.28 销售费用 Selling expenses 管理费用 General and administrative expenses 34,816,749.95 8,954,347.86 财务费用(收益以“-”号填列) Financial expenses (“-” for income) 5,966,974.50 3,370,704.26 资产减值损失 Losses from assets impairment 781,524.61 -13,038.09 加:公允价值变动净收益(损失以“-”号填列) Plus: Net gains from the changes in - fair value ("-" for losses) 投资收益(损失以“-”号填列) Investment income ("-" for losses) (四) 15.4 396,197.49 383,969,705.11 其中:对联营和合营企业的投资收益 Including: Income from investment in associates - and joint ventures 二、营业利润(亏损以“-”号填列) Operating profits ("-" for losses) -41,123,138.49 373,584,479.62 加:营业外收入 Plus: Non-operating income 26,315,384.00 73,450,480.94 其中:非流动资产处置利得 Including: Gains from disposal of non-current assets 减: 营业外支出 Less: Non-operating expenses 其中:非流动资产处置损失 Including: Losses from disposal of non-current assets 三、利润总额(亏损总额以“-”号填列) Total profits ("-" for total losses) -14,807,754.49 447,034,960.56 减:所得税费用 Less: Income tax expenses 382.68 93,708,631.85 四、净利润(净亏损以“-”号填列) Net profit ("-" for net losses) -14,808,137.17 353,326,328.72 五、其他综合收益的税后净额 Other comprehensive income, net of tax 4,398,234.00 (一)以后不能重分类进损益的其他综合收益 Other comprehensive income that cannot be reclassified into profit or loss later 1. 重新计量设定受益计划净负债或净资产的变动 Changes arising from the re- measurement of net liabilities or net assets of defined benefit plan 2. 权益法下在被投资单位不能重分类进损益的其他综合收益中享有的份额 Share in other comprehensive income of the investee that cannot be reclassified into profit or loss under the equity method (二)以后将重分类进损益的其他综合收益 Other comprehensive income that will be 4,398,234.00 reclassified into profit or loss later 1. 权益法下在被投资单位以后将重分类进损益的其他综合收益中享有的份额 Share in other comprehensive income of the investee that will be reclassified into profit or loss under the equity method later 2. 可供出售金融资产公允价值变动损益 Profit or loss of change in faire value of available-for-sale financial assets 3. 持有至到期投资重分类为可供出售金融资产损益 Profit or loss arising from reclassification of held-to-maturity investments as financial assets available for sale 4. 现金流量套期损益的有效部分 Effective portion of profit or loss from cash flow hedging 5. 外币财务报表折算差额 Translation differences of foreign currency financial 4,398,234.00 statements 6. 其他 Others 六、综合收益总额 Total comprehensive income -14,808,137.17 357,724,562.72 七、每股收益: Earnings per share: (一)基本每股收益(元/股)Basic earnings per share (RMB/share) -0.01 0.17 (二)稀释每股收益(元/股)Diluted earnings per share (RMB/share) -0.01 0.17 后附财务报表附注为财务报表的组成部分。The accompanying notes to the financial statements are integral parts of the financial statements. 企业法定代表人: Legal Representative of Enterprise: 主管会计工作负责人: Accounting Principal: 会计机构负责人: Head of the Accounting Department: Financial statements Page 6 神州长城股份有限公司 Sino Great Wall Co., Ltd. 合并现金流量表 Consolidated Statement of Cash Flows 2016年度 Year of 2016 (除特别注明外,金额单位均为人民币元) (Monetary units are expressed in RMB unless otherwise stated) 项 目 Item 附注五 Note 5 本期发生额 Year 2016 上期发生额 Year 2015 一、经营活动产生的现金流量 CASH FLOWS FROM OPERATING ACTIVITIES 销售商品、提供劳务收到的现金 Cash received from sales of goods and rendering of services 2,793,118,697.02 2,882,512,458.95 客户存款和同业存放款项净增加额 Net increase in deposits from customers and due from banks and other financial institutions 向中央银行借款净增加额 Net increase in borrowings from the central bank 向其他金融机构拆入资金净增加额 Net increase in loans from other financial institutions 收到原保险合同保费取得的现金 Cash received from receiving insurance premium of original insurance contract 收到再保险业务现金净额 Net cash received from reinsurance business 保户储金及投资款净增加额 Net increase in deposits and investments from policyholders 处置以公允价值计量且其变动计入当期损益的金融资产净增加额 Net increase received from disposal of financial assets measured at fair value through current profit and loss 收取利息、手续费及佣金的现金 Cash received from interests, handling charges and commissions 拆入资金净增加额 Net increase in loans from banks and other financial institutions 回购业务资金净增加额 Net capital increase in repurchase business 收到的税费返还 Refunds of taxes and surcharges 6,342,293.39 250,556.49 收到其他与经营活动有关的现金 Cash received from other operating activities (四十五)5.45 1,818,662,633.63 1,374,677,443.26 经营活动现金流入小计 Sub-total of cash inflows from operating activities 4,618,123,624.04 4,257,440,458.70 购买商品、接受劳务支付的现金 Cash paid for goods purchased and services received 2,879,469,436.78 2,566,176,221.01 客户贷款及垫款净增加额 Net increase in customers' loans and advances 存放中央银行和同业款项净增加额 Net increase in deposits with central bank and with banks and other financial institutions 支付原保险合同赔付款项的现金 Cash paid for original insurance contract claims 支付利息、手续费及佣金的现金 Cash paid for interests, handling charges and commissions 支付保单红利的现金 Cash paid for policy dividends 支付给职工以及为职工支付的现金 Cash payments to and on behalf of employees 345,233,924.96 194,602,987.57 支付的各项税费 Cash paid for taxes and surcharges 92,009,656.66 150,781,903.84 支付其他与经营活动有关的现金 Cash paid for other operating activities (四十五)5.45 2,989,286,419.58 1,637,930,603.36 经营活动现金流出小计 Sub-total of cash outflows from operating activities 6,305,999,437.98 4,549,491,715.78 经营活动产生的现金流量净额 NET CASH FLOWS FROM OPERATING ACTIVITIES -1,687,875,813.94 -292,051,257.08 二、投资活动产生的现金流量 CASH FLOWS FROM INVESTING ACTIVITIES 收回投资收到的现金 Cash received from disposal of investments 119,902,961.04 68.86 取得投资收益所收到的现金 Cash received from returns on investments 1,566,217.08 2,426.00 处置固定资产、无形资产和其他长期资产收回的现金净额 Net cash received from disposal of fixed assets, intangible 95,937.00 assets and other long-term assets 处置子公司及其他营业单位收到的现金净额 Net cash received from disposal of subsidiaries and other business units 收到其他与投资活动有关的现金 Cash received from other investing activities 投资活动现金流入小计 Sub-total of cash inflows from investment activities 121,565,115.12 2,494.86 购建固定资产、无形资产和其他长期资产支付的现金净额 Net cash paid for purchase and construction of fixed assets, 15,582,049.03 25,179,343.19 intangible assets and other long-term assets 投资支付的现金 Cash paid for investments 188,307,635.00 质押贷款净增加额 Net increase in pledge loans 取得子公司及其他营业单位支付的现金净额 Net cash paid to acquire subsidiaries and other business units 42,467,736.61 3,533,792.47 支付其他与投资活动有关的现金 Cash paid for other investing activities 投资活动现金流出小计 Sub-total of cash outflows from investing activities 246,357,420.64 28,713,135.66 投资活动产生的现金流量净额 NET CASH FLOWS FROM INVESTING ACTIVITIES -124,792,305.52 -28,710,640.80 三、筹资活动产生的现金流量 CASH FLOWS FROM FINANCING ACTIVITIES 吸收投资收到的现金 Cash received from absorption of investment 242,223,784.52 其中:子公司吸收少数股东投资收到的现金 Including: Cash received by subsidiaries from investments by minority shareholders 取得借款收到的现金 Cash received from borrowings 3,352,564,898.49 783,614,556.72 发行债券收到的现金 Cash received from bonds issue 收到其他与筹资活动有关的现金 Cash received from other financing activities (四十五)5.45 175,355,000.00 779,900,000.00 筹资活动现金流入小计 Sub-total of cash inflows from financing activities 3,527,919,898.49 1,805,738,341.24 偿还债务支付的现金 Cash paid for debts repayments 676,386,220.35 737,683,498.86 分配股利、利润或偿付利息支付的现金 Cash paid for distribution of dividends and profits or payment of interests 116,576,063.38 33,711,743.66 其中:子公司支付给少数股东的股利、利润 Including: Dividends and profits paid to minority shareholders by subsidiaries 支付其他与筹资活动有关的现金 Cash paid for other financing activities (四十五)5.45 555,780,295.84 375,281,700.88 筹资活动现金流出小计 Sub-total of cash outflows from financing activities 1,348,742,579.57 1,146,676,943.40 筹资活动产生的现金流量净额 NET CASH FLOWS FROM FINANCING ACTIVITIES 2,179,177,318.92 659,061,397.84 四、汇率变动对现金及现金等价物的影响 EFFECT OF FLUCTUATION IN EXCHANGE RATE ON CASH AND -5,549,633.86 686,301.95 CASH EQUIVALENTS 五、现金及现金等价物净增加额 NET INCREASE IN CASH AND CASH EQUIVALENTS 360,959,565.60 338,985,801.91 加:期初现金及现金等价物余额 Plus: Beginning balance of cash and cash equivalents 582,745,756.81 243,759,954.90 六、期末现金及现金等价物余额 ENDING BALANCE OF CASH AND CASH EQUIVALENTS 943,705,322.41 582,745,756.81 后附财务报表附注为财务报表的组成部分。The accompanying notes to the financial statements are integral parts of the financial statements. 企业法定代表人: Legal Representative of Enterprise: 主管会计工作负责人: Accounting Principal: 会计机构负责人: Head of the Accounting Department: Financial statements Page 7 神州长城股份有限公司 Sino Great Wall Co., Ltd. 现金流量表 Statement of Cash Flows 2016年度 Year of 2016 (除特别注明外,金额单位均为人民币元) (Monetary units are expressed in RMB unless otherwise stated) 项 目 Item 本期发生额 Year 2016 上期发生额 Year 2015 一、经营活动产生的现金流量: CASH FLOWS FROM OPERATING ACTIVITIES: 销售商品、提供劳务收到的现金 Cash received from sales of goods and rendering of services 266,133.00 2,246,511.00 收到的税费返还 Refunds of taxes and surcharges 收到其他与经营活动有关的现金 Cash received from other operating activities 822,670,967.58 99,238,423.81 经营活动现金流入小计 Sub-total of cash inflows from operating activities 822,937,100.58 101,484,934.81 购买商品、接受劳务支付的现金 Cash paid for goods purchased and services received 支付给职工以及为职工支付的现金 Cash payments to and on behalf of employees 7,388,478.01 1,026,970.10 支付的各项税费 Cash paid for taxes and surcharges 1,558,123.56 14,621,408.55 支付其他与经营活动有关的现金 Cash paid for other operating activities 2,332,567,169.66 95,712,355.22 经营活动现金流出小计 Sub-total of cash outflows from operating activities 2,341,513,771.23 111,360,733.87 经营活动产生的现金流量净额 NET CASH FLOWS FROM OPERATING ACTIVITIES -1,518,576,670.65 -9,875,799.06 二、投资活动产生的现金流量:CASH FLOWS FROM INVESTING ACTIVITIES: 收回投资收到的现金 Cash received from disposal of investments 107,000,000.00 取得投资收益收到的现金 Cash received from returns on investments 396,197.49 处置固定资产、无形资产和其他长期资产收回的现金净额 Net cash received from disposal of fixed assets, intangible assets and other long-term assets 处置子公司及其他营业单位收到的现金净额 Net cash received from disposal of subsidiaries and other business units 收到其他与投资活动有关的现金 Cash received from other investing activities 40,084.65 投资活动现金流入小计 Sub-total of cash inflows from investment activities 107,396,197.49 40,084.65 购建固定资产、无形资产和其他长期资产支付的现金 Cash paid for purchase and construction of fixed assets, intangible assets and other long-term assets 投资支付的现金 Cash paid for investments 155,960,000.00 取得子公司及其他营业单位支付的现金净额 Net cash paid to acquire subsidiaries and other business 97,000,000.00 units 支付其他与投资活动有关的现金 Cash paid for other investing activities 投资活动现金流出小计 Sub-total of cash outflows from investing activities 252,960,000.00 投资活动产生的现金流量净额 NET CASH FLOWS FROM INVESTING ACTIVITIES -145,563,802.51 40,084.65 三、筹资活动产生的现金流量: CASH FLOWS FROM FINANCING ACTIVITIES: 吸收投资收到的现金 Cash received from absorption of investment 240,499,988.72 取得借款收到的现金 Cash received from borrowings 发行债券收到的现金 Cash received from bonds issue 1,810,000,000.00 收到其他与筹资活动有关的现金 Cash received from other financing activities 12,500,000.00 筹资活动现金流入小计 Sub-total of cash inflows from financing activities 1,822,500,000.00 240,499,988.72 偿还债务支付的现金 Cash paid for debts repayments 130,000,000.00 分配股利、利润或偿付利息支付的现金 Cash paid for distribution of dividends and profits or payment 74,013,433.81 of interests 支付其他与筹资活动有关的现金 Cash paid for other financing activities 24,800,000.00 筹资活动现金流出小计 Sub-total of cash outflows from financing activities 228,813,433.81 筹资活动产生的现金流量净额 NET CASH FLOWS FROM FINANCING ACTIVITIES 1,593,686,566.19 240,499,988.72 四、汇率变动对现金及现金等价物的影响 EFFECT OF FLUCTUATION IN EXCHANGE RATE ON CASH AND CASH EQUIVALENTS 五、现金及现金等价物净增加额 NET INCREASE IN CASH AND CASH EQUIVALENTS -70,453,906.97 230,664,274.31 加:期初现金及现金等价物余额 Plus: Beginning balance of cash and cash equivalents 239,145,251.31 8,480,977.00 六、期末现金及现金等价物余额 ENDING BALANCE OF CASH AND CASH EQUIVALENTS 168,691,344.34 239,145,251.31 后附财务报表附注为财务报表的组成部分。The accompanying notes to the financial statements are integral parts of the financial statements. 企业法定代表人: Legal Representative of Enterprise: 主管会计工作负责人: Accounting Principal: 会计机构负责人: Head of the Accounting Department: Financial statements Page 8 神州长城股份有限公司 Sino Great Wall Co., Ltd. 合并所有者权益变动表 Consolidated Statement of Changes in Owners' Equity 2016年度 Year of 2016 (除特别注明外,金额单位均为人民币元) (Monetary units are expressed in RMB unless otherwise stated) 本期发生额 Year 2016 归属于母公司所有者权益 Equity attributable to owners of the parent company 项 目 Item 其他权益工具 Other equity instruments 少数股东权益 所有者权益合计 Total 实收资本(或股本) 一般风险准备 资本公积 Capital 减:库存股 Less: 其他综合收益 Other 专项储备 Special 盈余公积 未分配利润 Undistributed Minority equity owners' equity Paid-in capital (or share General risk 优先股 Preferred 永续债 Perpetual reserves Treasury stock comprehensive income reserves Surplus reserves profits capital) 其他 Others reserves stock debts 一、上年年末余额 Balance at the end of the last year 446,906,582.00 -50,367,862.22 46,014,941.54 84,394,441.23 755,308,636.19 -1,713,075.19 1,280,543,663.55 加:会计政策变更 Plus: Adjustments for changes in accounting policies 前期差错更正 Correction of accounting errors in prior periods 同一控制下企业合并 Business combination under common control 其他 Others 二、本年年初余额 Balance at the beginning of the year 446,906,582.00 -50,367,862.22 46,014,941.54 84,394,441.23 755,308,636.19 -1,713,075.19 1,280,543,663.55 三、本期增减变动金额(减少以“-”号填列) 1,251,338,429.00 -1,248,981,839.52 19,672,926.60 473,661,862.67 54,247,830.29 549,939,209.05 Increases/decreases in the current period (“-” for decreases) (一)综合收益总额 Total comprehensive income 473,661,862.67 -1,327,357.60 472,334,505.07 (二)所有者投入和减少资本 Capital contributed or reduced 1,251,338,429.00 2,356,589.48 55,575,187.89 1,309,270,206.37 by owners 1.股东投入的普通股 Common shares contributed by 1,251,338,429.00 1,251,338,429.00 shareholders 2.其他权益工具持有者投入资本 Capital contributed by the holders of other equity instruments 2.股份支付计入所有者权益的金额 Amounts of share-based payments recognized in owners' equity 3.其他 Others 2,356,589.48 55,575,187.89 57,931,777.37 (三)利润分配 Profit distribution 1.提取盈余公积 Withdrawal of surplus reserves 2.提取一般风险准备 Withdrawal of general risk reserves 3.对所有者(或股东)的分配 Profits distributed to owners (or shareholders) 4.其他 Others (四)所有者权益内部结转 Internal carry-forward of owners' -1,251,338,429.00 -1,251,338,429.00 equity 1.资本公积转增资本(或股本) Conversion of capital -1,251,338,429.00 -1,251,338,429.00 reserves into paid-in capital (or share capital) 2.盈余公积转增资本(或股本) Conversion of surplus reserves into paid-in capital (or share capital) 3.盈余公积弥补亏损 Surplus reserves offsetting losses 4.其他 Others (五)专项储备 Special reserves 19,672,926.60 19,672,926.60 1.本期提取 Amount withdrawn in the current period 56,095,547.05 56,095,547.05 2.本期使用 Amount used in the current period 36,422,620.45 36,422,620.45 (六)其他 Others 四、本期期末余额 Balance at the end of the current period 1,698,245,011.00 -1,299,349,701.74 65,687,868.14 84,394,441.23 1,228,970,498.86 52,534,755.10 1,830,482,872.60 后附财务报表附注为财务报表的组成部分。The accompanying notes to the financial statements are integral parts of the financial statements. 企业法定代表人: Legal Representative of Enterprise: 主管会计工作负责人: Accounting Principal: 会计机构负责人: Head of the Accounting Department: Financial statements Page 9 神州长城股份有限公司 Sino Great Wall Co., Ltd. 合并所有者权益变动表(续) Consolidated Statement of Changes in Owners' Equity (Continued) 2016年度 Year of 2016 (除特别注明外,金额单位均为人民币元) (Monetary units are expressed in RMB unless otherwise stated) 上期发生额 Year 2015 归属于母公司所有者权益 Equity attributable to owners of the parent company 项 目 Item 其他权益工具 Other equity instruments 其他综合收益 少数股东权益 所有者权益合计 Total 实收资本(或股本) 减:库存股 一般风险准 资本公积 Capital Other 专项储备 Special 盈余公积 Surplus 未分配利润 Minority equity owners' equity Paid-in capital (or 优先股 永续债 Perpetual Less: Treasury 备 General 其他 Others reserves comprehensive reserves reserves Undistributed profits share capital) Preferred stock debts stock risk reserves income 一、上年年末余额 Balance at the end of the last year 70,136,099.00 176,467,549.00 -85.60 21,813,200.10 49,347,406.23 443,707,019.71 761,471,188.44 加:会计政策变更 Plus: Adjustments for changes in accounting policies 前期差错更正 Correction of accounting errors in prior periods 同一控制下企业合并 Business combination under common control 其他 Others 二、本年年初余额 Balance at the beginning of the year 70,136,099.00 176,467,549.00 -85.60 21,813,200.10 49,347,406.23 443,707,019.71 761,471,188.44 三、本期增减变动金额(减少以“-”号填列) Increases/decreases in the current 376,770,483.00 -226,835,411.22 85.60 24,201,741.44 35,047,035.00 311,601,616.48 -1,713,075.19 519,072,475.11 period (“-” for decreases) (一)综合收益总额 Total comprehensive income 85.60 346,648,651.48 -545,510.80 346,103,226.28 (二)所有者投入和减少资本 Capital contributed or reduced by owners 25,914,633.00 226,661,441.01 252,576,074.01 1.股东投入的普通股 Common shares contributed by shareholders 25,914,633.00 217,585,355.72 243,499,988.72 2.其他权益工具持有者投入资本 Capital contributed by the holders of other equity instruments 2.股份支付计入所有者权益的金额 Amounts of share-based payments recognized in owners' equity 3.其他 Others 9,076,085.29 9,076,085.29 (三)利润分配 Profit distribution 35,047,035.00 -35,047,035.00 -1,167,564.39 -1,167,564.39 1.提取盈余公积 Withdrawal of surplus reserves 35,047,035.00 -35,047,035.00 2.提取一般风险准备 Withdrawal of general risk reserves 3.对所有者(或股东)的分配 Profits distributed to owners (or shareholders) 4.其他 Others -1,167,564.39 -1,167,564.39 (四)所有者权益内部结转 Internal carry-forward of owners' equity 1.资本公积转增资本(或股本) Conversion of capital reserves into paid-in capital (or share capital) 2.盈余公积转增资本(或股本) Conversion of surplus reserves into paid-in capital (or share capital) 3.盈余公积弥补亏损 Surplus reserves offsetting losses 4.其他 Others (五)专项储备 Special reserves 24,201,741.44 24,201,741.44 1.本期提取 Amount withdrawn in the current period 34,558,557.84 34,558,557.84 2.本期使用 Amount used in the current period -10,356,816.40 -10,356,816.40 (六)其他 Others 350,855,850.00 -453,496,852.23 -102,641,002.23 四、本期期末余额 Balance at the end of the current period 446,906,582.00 -50,367,862.22 46,014,941.54 84,394,441.23 755,308,636.19 -1,713,075.19 1,280,543,663.55 后附财务报表附注为财务报表的组成部分。The accompanying notes to the financial statements are integral parts of the financial statements. 企业法定代表人: Legal Representative of Enterprise: 主管会计工作负责人: Accounting Principal: 会计机构负责人: Head of the Accounting Department: Financial statements Page 10 神州长城股份有限公司 Sino Great Wall Co., Ltd. 所有者权益变动表 Statement of Changes in Owners' Equity 2016年度 Year of 2016 (除特别注明外,金额单位均为人民币元) (Monetary units are expressed in RMB unless otherwise stated) 本期发生额 Year 2016 其他权益工具 Other equity instruments 项 目 Item 减:库存股 实收资本(或股本)Paid- 资本公积 Capital 其他综合收益 Other 专项储备 盈余公积 Surplus 未分配利润 所有者权益合计 Total Less: Treasury in capital (or share capital) 优先股 Preferred 永续债 Perpetual 其他 reserves comprehensive income Special reserves reserves Undistributed profits owners' equity stock debts Others stock 一、上年年末余额 Balance at the end of the last year 446,906,582.00 2,489,294,901.37 26,309,287.00 257,161,771.72 3,219,672,542.09 加:会计政策变更 Plus: Adjustments for changes in accounting policies 前期差错更正 Correction of accounting errors in prior periods 其他 Others 二、本年年初余额 Balance at the beginning of the year 446,906,582.00 2,489,294,901.37 26,309,287.00 257,161,771.72 3,219,672,542.09 三、本期增减变动金额(减少以“-”号填列) Increases/decreases in the 1,251,338,429.00 -1,251,338,429.00 -14,808,137.17 -14,808,137.17 current period (“-” for decreases) (一)综合收益总额 Total comprehensive income -14,808,137.17 -14,808,137.17 (二)所有者投入和减少资本 Capital contributed or reduced by 1,251,338,429.00 1,251,338,429.00 owners 1.股东投入的普通股 Common shares contributed by shareholders 1,251,338,429.00 1,251,338,429.00 2.其他权益工具持有者投入资本 Capital contributed by the holders of other equity instruments 3.股份支付计入所有者权益的金额 Amounts of share-based payments recognized in owners' equity 4.其他 Others (三)利润分配 Profit distribution 1.提取盈余公积 Withdrawal of surplus reserves 2.对所有者(或股东)的分配 Profits distributed to owners (or shareholders) 3.其他 Others (四)所有者权益内部结转 Internal carry-forward of owners' equity -1,251,338,429.00 -1,251,338,429.00 1.资本公积转增资本(或股本) Conversion of capital reserves into -1,251,338,429.00 -1,251,338,429.00 paid-in capital (or share capital) 2.盈余公积转增资本(或股本) Conversion of surplus reserves into paid-in capital (or share capital) 3.盈余公积弥补亏损 Surplus reserves offsetting losses 4.其他 Others (五)专项储备 Special reserves 1.本期提取 Amount withdrawn in the current period 2.本期使用 Amount used in the current period (六)其他 Others 四、本期期末余额 Balance at the end of the current period 1,698,245,011.00 1,237,956,472.37 26,309,287.00 242,353,634.55 3,204,864,404.92 后附财务报表附注为财务报表的组成部分。The accompanying notes to the financial statements are integral parts of the financial statements. 企业法定代表人: Legal Representative of Enterprise: 主管会计工作负责人: Accounting Principal: 会计机构负责人: Head of the Accounting Department: Financial statements Page 11 神州长城股份有限公司 Sino Great Wall Co., Ltd. 所有者权益变动表(续) Statement of Changes in Owners' Equity (Continued) 2016年度 Year of 2016 (除特别注明外,金额单位均为人民币元) (Monetary units are expressed in RMB unless otherwise stated) 上期发生额 Year 2015 其他权益工具 Other equity instruments 项 目 Item 实收资本(或股本) 减:库存股 资本公积 Capital 其他综合收益 Other 专项储备 盈余公积 Surplus 未分配利润 所有者权益合计 Total Paid-in capital (or share 优先股 Preferred 永续债 Perpetual Less: Treasury 其他 Others reserves comprehensive income Special reserves reserves Undistributed profits owners' equity capital) stock debts stock 一、上年年末余额 Balance at the end of the last year 169,142,356.00 31,606,598.00 -4,398,234.00 26,309,287.00 -96,164,557.00 126,495,450.00 加:会计政策变更 Plus: Adjustments for changes in accounting policies 前期差错更正 Correction of accounting errors in prior periods 其他 Others 二、本年年初余额 Balance at the beginning of the year 169,142,356.00 31,606,598.00 -4,398,234.00 26,309,287.00 -96,164,557.00 126,495,450.00 三、本期增减变动金额(减少以“-”号填列) Increases/decreases in the current 277,764,226.00 2,457,688,303.37 4,398,234.00 353,326,328.72 3,093,177,092.09 period (“-” for decreases) (一)综合收益总额 Total comprehensive income 4,398,234.00 353,326,328.72 357,724,562.72 (二)所有者投入和减少资本 Capital contributed or reduced by owners 277,764,226.00 2,457,688,303.37 2,735,452,529.37 1.股东投入的普通股 Common shares contributed by shareholders 277,764,226.00 2,443,935,757.84 2,721,699,983.84 2.其他权益工具持有者投入资本 Capital contributed by the holders of other equity instruments 3.股份支付计入所有者权益的金额 Amounts of share-based payments recognized in owners' equity 4.其他 Others 13,752,545.53 13,752,545.53 (三)利润分配 Profit distribution 1.提取盈余公积 Withdrawal of surplus reserves 2.对所有者(或股东)的分配 Profits distributed to owners (or shareholders) 3.其他 Others (四)所有者权益内部结转 Internal carry-forward of owners' equity 1.资本公积转增资本(或股本) Conversion of capital reserves into paid-in capital (or share capital) 2.盈余公积转增资本(或股本) Conversion of surplus reserves into paid-in capital (or share capital) 3.盈余公积弥补亏损 Surplus reserves offsetting losses 4.其他 Others (五)专项储备 Special reserves 1.本期提取 Amount withdrawn in the current period 2.本期使用 Amount used in the current period (六)其他 Others 四、本期期末余额 Balance at the end of the current period 446,906,582.00 2,489,294,901.37 26,309,287.00 257,161,771.72 3,219,672,542.09 后附财务报表附注为财务报表的组成部分。The accompanying notes to the financial statements are integral parts of the financial statements. 企业法定代表人: Legal Representative of Enterprise: 主管会计工作负责人: Accounting Principal: 会计机构负责人: Head of the Accounting Department: Financial statements Page 12 SINO GREAT WALL CO., LTD. AUDITORS' REPORT AND FINANCIAL STATEMENTS (FOR THE YEAR ENDED DECEMBER 31, 2016) Contents Page 1. Auditors' Report 1-2 2. Financial Statements Consolidated Balance Sheet and the Company's Balance Sheet 1-4 Consolidated Income Statement and the Company's Income 5-6 Statement Consolidated Statement of Cash Flows and the Company's Statement 7-8 of Cash Flows Consolidated Statement of Changes in Owners' Equity and the 9-12 Company's Statement of Changes in Owners' Equity Notes to the Financial Statements 1-70 SINO GREAT WALL CO., LTD. NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2016 SINO GREAT WALL CO., LTD. NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2016 (Amounts are expressed in RMB unless otherwise stated) 1. Company profile 1.1 Company overview Sino Great Wall Co., Ltd. (hereinafter referred to as the "Company" or "Sino Great Wall") is formerly known as Shenzhen Victor Onward Textile Industrial Company Limited which is formerly known as Xinnan Printing and Dyeing Factory Co., Ltd. Established in 1980, Xinnan Printing and Dyeing Factory Co., Ltd. is the first wholly foreign-owned enterprise in Shenzhen. In April 1984, the Xinnan Printing and Dyeing Factory Co., Ltd. was changed into a foreign joint venture and was renamed Shenzhen Victor Onward Printing and Dyeing Co., Ltd. On November 19, 1991, approved by the Government of Shenzhen City, Shenzhen Victor Onward Printing and Dyeing Co., Ltd. was restructured into a joint stock limited company and was renamed Shenzhen Victor Onward Textile Industrial Company Limited. Domestic listed RMB ordinary shares ("A" shares; stock code: 000018) and overseas-listed foreign investment shares ("B" shares; stock code: 200018) issued by the Company were listed for trading on the Shenzhen Stock Exchange in 1992. On July 23, 2015, approved by the China Securities Regulatory Commission under the Official Reply to Approving Shenzhen Victor Onward Textile Industrial Company Limited to Make Major Assets Restructuring and Issue Shares to Chen Lve and Other Shareholders to Purchase Assets and Raise Supporting Funds (Z.J.X.K. [2015] No.1774), the Company issued 251,849,593 shares to Chen Lve and other 16 shareholders to purchase 100% of equities of Sino Great Wall International Engineering Co., Ltd. held by them and issued to them 25,914,633 non-public offering shares, which raised funds of RMB 254,999,988.72. As at September 24, 2015, equities of the listed company were changed to be registered in the name of the Company. Both parties fully completed the transfer of equities and the relevant formalities of industrial and commercial registration of changes, so the Company already owned 100% of equities in the listed company. Meanwhile, according to the Confirmation on Delivery of Exchange-Out Assets and as at the date of delivery (namely July 31, 2015), all assets and liabilities of the Company had been exchanged out. On September 24, 2015, Shenzhen Branch of the China Securities Depository and Clearing Corporation Limited had completed the relevant securities registration formalities for the above new shares. On July 29, 2015, the listed company received the new registered capital of RMB 251,849,593 paid by all the shareholders of Sino Great Wall. Ruihua Certified Public Accountants issued the Verification Report (R.H.Y.Z. [2015] No.48250011) on July 30, 2015. Registered capital after the change was RMB 420,991,949 and share capital RMB 420,991,949. On December 4, 2015, Shenzhen Victor Onward Textile Industrial Company Limited was renamed Sino Great Wall Co., Ltd. At the Company's general meeting of shareholders held on May 6, 2016, the 2015 Plan of Conversion of Capital Reserves into Share Capital was adopted. The detailed plan was: to increase capital reserves to all the shareholders with 28 shares for 10 shares based on 446,906,582 shares in total as at December 31, 2015 and to increase 1,251,338,429 shares in total. After the increase, total share capital of the Company was increased to 1,698,245,011 shares. As at December 31, 2016, total share capital of the Company was 1,698,245,011 shares, in which there were 1,434,441,780 circulating A shares and 263,803,231 circulating B shares. Chen Lve who holds 582,944,556 A shares, accounting for 34.33% of the total share capital, is the Company's controlling shareholder and actual controller. Notes to the Financial Statements Page 1 SINO GREAT WALL CO., LTD. NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2016 Registered address of the Company: No.26 Kuipeng Road, Baishi Gang, Kuichong Street, Dapeng New District, Shenzhen. Legal representative: Chen Lve. The Company falls under textile printing and dyeing industry. The Company mainly engages in dyeing and printing production, processing and sales of all kinds of pure cotton, pure linen, polyester cotton, ramie cotton, high-grade blended fabrics and finished garments. The financial statements have been approved by the Board of Directors on April 26, 2017. 1.2 Scope of the consolidated financial statements As at December 31, 2016, subsidiaries within the scope of the consolidated financial statements of the Company are as follows: Name of subsidiaries Sino Great Wall International Engineering Co., Ltd. Beijing Sino Great Wall Decoration Design Co., Ltd. Suzhou Lvbang Wood Technology Co., Ltd. Herabenna Interior Design Guangzhou Co., Ltd. Sino Great Wall Group Co., Limited Shanghai Ling Rui International Trade Company Limited Shenzhen Hongtulve Industrial Co., Ltd. Inrich Me Engineering Co., Limited Sino Great Wall New Energy (Beijing) Co., Ltd. SINO GREAT WALL (PHILIPPINES) INTERNATIONAL CORPORITION SGW HP Engineering Construction SDN.BHD SINO GREAT WALL (USA). INC Shenzhen Yatian Decoration Design Engineering Co., Ltd. Sino Great Wall International Engineering (MACAU) Co., Limited SINO GREAT WALL INTERNETIONAL ENGINEERING (CNMI) CO., LLC Sino Great Wall (Beijing) Investment Fund Management Co., Ltd. Sino Great Wall Real estate (Hubei) Co., Ltd. Sino Great Wall Development (Hengqin) Co., Ltd. PT.SINO GREAT WALL INVESTMENT INDONESIA PT.SINO GREAT WALL CONSTRUCTION INDONESIA SINO GREAT WALL INTERNETIONAL ENGINEERING(MM)CO.,LTD Sino Great Wall Southwest Construction Engineering Co., Ltd. Sino Great Wall Jianyee Engineering Co., Ltd. Wuhan Commercial Workers Hospital Co., Ltd. See “Note 6. Changes in scope of consolidation” and “Note 7. Rights and interests in other entities” for details of the scope of consolidated financial statements in the current year and the changes thereof. 2. Preparation basis for financial statements 2.1 Preparation basis The Company prepares the financial statements based on going concern, according to the transactions and events actually occurred and in accordance with the Accounting Standards for Business Enterprises - Basic Standards and various specific accounting standards, application guidance to and interpretations for the Accounting Standards for Business Enterprises and other relevant provisions (hereinafter collectively referred to as the "Accounting Standards for Business Enterprises") promulgated by the Ministry of Finance and disclosure provisions of the Rules for the Information Disclosure and Compilation of Companies Publicly Issuing Securities No. 15 - General Rules on Financial Reports promulgated by the China Securities Regulatory Commission. Notes to the Financial Statements Page 2 SINO GREAT WALL CO., LTD. NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2016 2.2 Going concern The Company will have going-concern abilities within 12 months as of the end of the reporting period and have no significant events that will affect the going-concern abilities. 3. Significant accounting policies and accounting estimates 3.1 Statement on compliance with Accounting Standards for Business Enterprises The financial statements prepared by the Company meet the requirements of the Accounting Standards for Business Enterprises and truly and completely reflect the Company’s financial position, operating results, cash flows and other related information in the reporting period. 3.2 Accounting period The accounting year is from January 1 to December 31 in calendar year. 3.3 Operating cycle The Company's operating cycle is 12 months. 3.4 Functional currency RMB is the functional currency of the Company and its domestic subsidiaries due to that it is the currency in the main economic environment in which the Company and its domestic subsidiaries located. Currency of the Company in preparing its financial statements is RMB. 3.5 Accounting treatment methods of business combinations under common control and not under common control Business combination under common control: The assets and liabilities acquired by the Company in business combinations are measured at the book value of assets and liabilities of the combinee (including the goodwill arising from the acquisition of the combinee by the ultimate controller) in the consolidated financial statements of the ultimate controller on the combination date. The stock premium in the capital reserves should be adjusted at the difference between the book value of the net assets acquired in combinations and that of consideration paid for the combination (or total par value of shares issued). If the stock premium in the capital reserves is insufficient to cover the differences, the retained earnings should be adjusted. Business combination not under common control: The Company shall, on the acquisition date, measure the assets surrendered and liabilities incurred or assumed by the Company for a business combination at their fair values. The Company shall recognize the difference of the combination costs in excess of the fair value of the identifiable net assets acquired from the acquiree as goodwill. The Company shall recognize the difference of the combination costs in short of the fair value of the identifiable net assets acquired from the acquiree in the current profit or loss after review. The auditing, legal services, consulting and other intermediary fees and other related administrative expenses for business combination will be included into current profit and loss upon occurrence; the transaction costs for the issuance of equity securities shall set off equities. 3.6 Preparation method of consolidated financial statements 3.6.1 Scope of consolidation The scope of consolidation of the consolidated financial statements of the Company is recognized based on the control and all subsidiaries (including the divisible part of the investee controlled by the Company) shall be included in the consolidated financial statements. Notes to the Financial Statements Page 3 SINO GREAT WALL CO., LTD. NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2016 3.6.2 Procedures of consolidation The Company prepares the consolidated financial statements based on its own financial statements and those of its subsidiaries, and other relevant information. When preparing the consolidated financial statements, the Company treats the enterprise group as a whole accounting entity, to reflect the overall financial position, operating results and cash flows in accordance with relevant recognition, measurement and presentation requirements of Accounting Standards for Business Enterprises and the uniform accounting policies. The accounting policies and accounting period adopted by subsidiaries included in the consolidation scope of the consolidated financial statements shall be the same as those of the Company; if inconsistent, necessary adjustments shall be made according to the Company's accounting policies and accounting period in the preparation of the consolidated financial statements. For the subsidiaries acquired through business combinations not under common control, adjustments to their financial statements shall be made based on the fair values of net identifiable assets on the acquisition date. For subsidiaries acquired through business combination under common control, adjustments will be made to their financial statements based on the book value of their assets and liabilities (including the goodwill formed from the ultimate controller's acquisition of the subsidiaries) in the financial statements of the ultimate controller. The share of owner's equity, net profits and losses in the current year and comprehensive income in the current year of subsidiaries attributable to minority shareholders should be separately presented under the item "owner's equity" in the consolidated balance sheet, the item "net profit" and the item "total comprehensive income" in the consolidated income statement. The difference of the loss in the current year shared by minority shareholders of the subsidiaries in excess of the share of minority shareholders in the owner's equity at the beginning of the year of the subsidiaries should be used to offset the minority equity. (1) Increase in subsidiaries or business During the reporting period, if the Company increases subsidiaries or business due to business combination under common control, it shall adjust the beginning amount of the consolidated balance sheet; include revenues, expenses and profits of the subsidiaries or business from the beginning of the current combination period to the end of the reporting period in the consolidated income statement; include cash flows of the subsidiaries or from the business from the beginning of the current combination period to the end of the reporting period in the consolidated cash flow statement; at the same time adjust the relevant items of the comparative statements to the extent that the reporting entity after combination has been always existed since the start of control by the ultimate controller. Where control can be exercised on the investee under the common control for additional investment or other reasons, it deems that all parties involved in combination make adjustment based on the current status when the ultimate controller starts its control. Equity investments held before the control over the combinee is obtained, the related gains and losses, other comprehensive income as well as other changes in net assets recognized from the later of the date when the original equity is obtained or the date when the combining party and the combined party are under the same control, to the combination date will respectively write down the retained earnings or current profit and loss in the comparative statements. Notes to the Financial Statements Page 4 SINO GREAT WALL CO., LTD. NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2016 During the reporting period, if the Group acquired subsidiaries or business from the business combination not under common control, the beginning balance in the consolidated balance sheet will not be adjusted. The incomes, expenses and profits of the newly acquired subsidiaries or business from the acquisition date to the end of the reporting period shall be included in the consolidated income statement. The cash flows of the newly acquired subsidiaries or business from the acquisition date to the end of the reporting period shall be included in the consolidated statement of cash flows. Where the Company can implement control over an investee not under common control due to additional investment or other reasons, the equity held by the combinee before the purchase date is re-measured at the fair value on the purchase date of the equity, and the difference between the fair value and the book value shall be included in the current investment income. In the event that the equity of the acquiree held prior to the acquisition date involves other comprehensive income under the equity method and other changes in owners' equity than net profit and loss, other comprehensive income and profit distribution, other comprehensive income and other changes in the owner's equity associated therewith are transferred to investment income of the period to which the acquisition date belongs, except for other comprehensive income arising from changes in net liabilities or net assets due to the investee's re-measurement of defined benefits plan. (2) Disposal of subsidiaries or business A. General method of disposal During the reporting period, if the Company disposes subsidiaries or business, the incomes, expenses and profits from the subsidiaries or business from the beginning of the year to the disposal date shall be included in the consolidated income statement; cash flows of the subsidiaries and business from the beginning of the year to the disposal date shall be included in the consolidated statement of cash flows. When the Company loses the control over the investee due to disposal of partial equity investment or other reasons, the remaining equity investment after the disposal will be re-measured by the Company at its fair value on the date of loss of the control. The difference of total amount of the consideration from disposal of equities plus the fair value of the remaining equities less the shares calculated at the original shareholding ratio in net assets and goodwill of the original subsidiary which are continuously calculated as of the acquisition date or combination date is included in the investment income of the period at the loss of control. Other comprehensive incomes associated with the equity investments of the original subsidiary, or the changes in owners' equity other than net profit or loss, other comprehensive income and profit distribution, are transferred into investment income of the period when control is lost, except for other comprehensive income from the change in net liability or net asset due to the investor's re-measurement of designated benefit plan. B Disposal of subsidiaries by stages Where the Company disposes the equity investments in subsidiary through multiple transactions and by stages until it loses the control, if the effect of the disposal on the terms and conditions as well as economic effect of all transactions of equity investments in subsidiaries meet one or more of the following circumstance, it usually indicates that the multiple transactions should be accounted for as a package deal: Notes to the Financial Statements Page 5 SINO GREAT WALL CO., LTD. NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2016 i. the transactions are concluded at the same time or under the consideration of mutual effect; ii. the transactions as a whole can reach a complete business result; iii. the occurrence of a transaction depends on that of at least one other transactions; and/or iv. a single transaction is uneconomical but it is economical when considered together with other transactions. Where various transactions of disposal of equity investments in subsidiaries until loss of the control belong to a package deal, accounting treatment shall be made by the Company on the transactions as a transaction to dispose subsidiaries and lose the control; however, the difference between each disposal cost and net asset share in the subsidiaries corresponding to each disposal of investments before loss of the control should be recognized as other comprehensive income in the consolidated financial statements and should be transferred into the current profit or loss at the loss of the control. Where various transactions of disposal of equity investments in subsidiaries until loss of the control do not belong to a package deal, before the loss of the control, accounting treatment shall be made according to the relevant policies for partial disposal of equity investments in the subsidiary without losing control; at the loss of the control, accounting treatment shall be made according to general treatment methods for disposal of subsidiaries. (3) Purchase of minority equity of subsidiaries The difference between long-term equity investments acquired by the Company through purchase of minority interest and the subsidiary’s identifiable net assets attributable to the Company calculated continuously from the acquisition date (or the combination date) in accordance with the increased shareholding ratio shall be charged against stock premium within capital reserves in the consolidated balance sheet; when stock premium within capital reserves is insufficient to offset, the retained earnings shall be adjusted. (4) Partial disposal of equity investments in subsidiaries without loss of control The difference between the proceeds from partial disposal of equity investments in the subsidiary and the share of identifiable net assets of the subsidiary attributable to the Company which are calculated continuously from the acquisition date (or the combination date) and which are corresponding to the disposal of long-term equity investments without losing control shall be charged against stock premium within capital reserves in the consolidated balance sheet; when stock premium within capital reserves is insufficient to offset, the retained earnings shall be adjusted. 3.7 Recognition criteria of cash and cash equivalents For the purpose of preparing the statement of cash flows, the term “cash” refers to the cash on hand and the unrestricted deposit of the Company. The term “cash equivalents” refers to short-term (maturing within three months from acquisition) and highly liquid investments that are readily convertible to known amounts of cash and which are subject to an insignificant risk of change in value. Notes to the Financial Statements Page 6 SINO GREAT WALL CO., LTD. NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2016 3.8 Foreign currency transactions and translation of foreign currency statements 3.8.1 Foreign currency transactions Foreign currency transactions are translated into functional currency at the approximate rate of spot exchange rate on the day when the transactions occur. The balance of foreign currency monetary items as at the balance sheet date are translated at the spot exchange rate on the balance sheet date and the exchange differences arising therefrom shall be included in the current profit or loss, except those exchange differences arising from the special borrowings of foreign currency related to the acquired and constructed assets qualified for capitalization that will be capitalized at the borrowing expenses. 3.8.2 Translation of foreign currency financial statements Assets and liabilities in the balance sheet shall be translated at the spot exchange rates on the balance sheet date; for owners' equity items, except for the item of "retained earnings", other items are translated at the spot exchange rates prevailing on the date when the transactions occur. The income and expenses items in income statements are translated at the approximate rate of spot exchange rate prevailing on the date when transactions occur. Where the Company disposes of an overseas business, it shall transfer the exchange difference relating to the overseas business to the current profit and loss. 3.9 Financial instruments Financial instruments include financial assets, financial liabilities and equity instruments. 3.9.1 Classification of financial instruments Upon initial recognition, financial assets and financial liabilities are classified into: financial assets or financial liabilities measured at fair value through current profit or loss, including financial assets or financial liabilities held for trading (and financial assets or financial liabilities directly designated to be measured at fair value through current profit and loss); held-to-maturity investments; receivables; available-for-sale financial assets; and other financial liabilities, etc. 3.9.2 Recognition basis and measurement method of financial instruments (1) Financial assets or financial liabilities measured at fair value through current profit and loss are initially recorded at fair values when acquired (deducting cash dividends that have been declared but not distributed and bond interest that has matured but not been drawn). Relevant transaction expenses are included in the current profit and loss. The interests or cash dividends to be received during the holding period are recognized as investment income. Change in fair values is included in the current profit and loss at the end of the period. Upon disposal, the difference between the fair value and initial book-entry value is recognized as investment income, while the gains or losses from changes in fair value will be adjusted. (2) Held-to-maturity investments Held-to-maturity investments are initially recognized at the sum of the fair value (bond interest due but not yet received) and related transaction costs upon acquisition. The interest income will be calculated and determined according to the amortized cost and effective interest rate during the holding period and included in investment income. The effective interest rate is determined upon acquisition and will remain unchanged during the expected renewal period, or a shorter period if applicable. Notes to the Financial Statements Page 7 SINO GREAT WALL CO., LTD. NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2016 Upon disposal, the difference between the purchase price obtained and the book value of the investment is recognized in investment income. (3) Receivables For creditor’s rights receivable arising from external sales of goods or rendering of service by the Company and other creditor's rights of other enterprises (excluding liability instruments quoted in an active market) held by the Company, including accounts receivable and other receivables, the initial recognition amount shall be the contract price or agreement price receivable from purchasing party; for those with financing nature, they are initially recognized at their present values. Upon recovery or disposal, the difference between the purchase price obtained and the book value of the receivables is recognized in current profit and loss. (4) Available-for-sale financial assets Available-for-sale financial assets are initially recorded at the sum of fair values (deducting cash dividends that have been declared but not distributed and bond interests that have matured but not been drawn) and transaction costs upon acquisition. The interests or cash dividends to be obtained during the holding period are recognized as investment income. The interest or cash dividends is measured at fair value and changes in fair value is included in other comprehensive income. However, for an equity instrument investment that has no quoted price in an active market and whose fair value cannot be reliably measured, and for derivative financial asset linked to the said equity instrument and settled by delivery of the same equity instrument, they are measured at cost. Difference between the proceeds and the book value of the financial assets is recognized as investment profit or loss upon disposal; meanwhile, amount of disposal corresponding to the accumulated change in fair value which is originally and directly included in other comprehensive income shall be transferred out and recognized as investment income. (5) Other financial liabilities They are initially recognized at the sum of the fair value and the associated transaction costs. The subsequent measurement is based on amortized costs. 3.9.3 Recognition and measurement of financial assets transfer When a financial assets transfer occurs, the financial assets will be derecognized when substantially all the risks and rewards on the ownership of the financial assets have been transferred to the transferee; and they will not be derecognized if substantially all the risks and rewards on the ownership of the financial assets have been retained. The principle of substance over form is adopted to determine whether a financial asset meets the above de-recognition conditions for the financial asset. The Company divides the transfer of financial assets into overall transfer and partial transfer. Where the entire transfer of the financial asset meets the de-recognition conditions, the difference of the following two amounts will be included in current profit and loss: (1) the book value of the transferred financial asset; (2) the sum of the consideration received from the transfer and the accumulated amount of the changes in fair value originally and directly included in owners’ equity (the situation where the financial asset transferred is an available-for-sale financial asset is involved). Notes to the Financial Statements Page 8 SINO GREAT WALL CO., LTD. NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2016 If the partial transfer of the financial assets meets the de-recognition condition, the entire book value of the transferred financial asset shall be split into the derecognized and recognized part according to their respective fair value and the difference between the amounts of the following two items shall be included in the current profit or loss: (1) the book value of the derecognized part; (2) the sum of the consideration for the derecognized part and the portion of de-recognition corresponding to the accumulated amount of the changes in fair value originally and directly included in owners’ equity (the situation where the financial asset transferred is an available-for-sale financial asset is involved). If the transfer of financial assets does not meet the de-recognition condition, the financial assets shall continue to be recognized, and the consideration received will be recognized as a financial liability. 3.9.4 De-recognition conditions of financial liabilities The whole or partial financial liabilities, which present obligations have been wholly or partially discharged, shall be de-recognized; if the Company signs an agreement with the creditor to replace the existing financial liabilities by way of assuming the new financial liabilities which contract terms are different with those of the existing financial liabilities, then the existing financial liabilities shall be derecognized and the new financial liabilities shall be recognized. Where substantive changes are made to the contract terms of existing financial liability in whole or in part, the existing financial liabilities or part thereof will be derecognized, and the financial liability the terms of which have been modified will be recognized as a new financial liability. When financial liabilities are derecognized in whole or in part, the difference between the book value of the financial liabilities derecognized and the consideration paid (including non-cash assets transferred out or new financial liabilities borne) will be included into current profit or loss. When the Company buys back part of financial liabilities, it will allocate the entire book value of the said financial liabilities on the repurchase date in accordance with the relative fair value of the recognized part and the terminated part. The difference between the book value of the derecognized part and the consideration paid (including non-cash assets surrendered or new financial liabilities assumed) shall be included in the current profit or loss. 3.9.5 Determination method for the fair value of financial assets and financial liabilities The fair value of a financial instrument having an active market is determined on the basis of quoted price in the active market. The fair value of a financial instrument, for which there is no active market, is determined by using valuation techniques. For valuating, the Company chooses input values which characteristics are consistent with those of assets or liabilities considered by market participants in the course of transactions of relevant assets or liabilities by using the valuation technique that is applicable in the present situation and has sufficient available data and other information supporting, and applies relevant observable input values in priority. Unobservable input values are used only when relevant observable input values cannot be available or such values obtained are infeasible. Notes to the Financial Statements Page 9 SINO GREAT WALL CO., LTD. NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2016 3.9.6 Test method and accounting treatment of depreciation of financial assets (excluding receivables) Except for the financial assets measured at fair values through current profit or loss, the Company will check the book value of financial assets on the balance sheet date. If there is objective evidence indicating that a financial asset is impaired, provision for impairment will be made. (1) Provision for impairment of available-for-sale financial assets: If the fair value of available-for-sale financial assets has significantly declined at the end of the period, or it is expected that the trend of decrease in value is non-temporary after considering of various relevant factors, the impairment shall be recognized, and accumulated losses from decreases in fair value originally and directly included in owners' equity shall be all transferred out and recognized as impairment loss. For available-for-sale debt instruments whose impairment losses have been recognized, if their fair values rise in the subsequent accounting period and such rise is objectively related to the events occurring after the recognition of impairment loss, the previously recognized impairment loss shall be reversed and recorded into the current profit or loss. Impairment losses on available-for-sale equity instruments should not be reversed through profit and loss. (2) Provision for impairment of held-to-maturity investments: Measurement of provision for impairment loss on held-to-maturity investments is treated with reference to the measurement method of impairment loss on receivables. 3.10 Provision for bad debts of accounts receivable 3.10.1 Receivables that are individually significant but with provision for bad debts made on an individual basis: Judgment basis or amount standards for individually significant amount: The Company recognizes account receivables that are individually significant (more than or equal to RMB 10 million) and other receivables of a single current entities (more than or equal to RMB 2 million) as individually significant receivables. Provision method for receivables with individually significant amount and subject to individual provision for bad debts: On the balance sheet date, the Company separately conducts an impairment test on accounts receivable that are individually significant. Where they are impaired after such test, the impairment loss is recognized at the difference between the present value of its future cash flows lower than the book value and the provision for bad debts shall be made; accounts receivable that are not impaired after the separate test, together with accounts receivable that are individually insignificant, are divided into several portfolios according to similar credit risk features. The impairment loss is calculated and recognized at a certain percentage of these portfolios of accounts receivable in the balance on the balance sheet date and the provision for bad debts shall be made. 3.10.2 Provision for bad debts of accounts receivable made on credit risk characteristics portfolio basis: (1) Basis of determination for credit risk characteristics portfolio: The Company divides receivables that are individually insignificant and receivables that are individually significant but that fail to be impaired after a separate test into groups according to the similarity and correlation of credit risk Notes to the Financial Statements Page 10 SINO GREAT WALL CO., LTD. NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2016 characteristics. The provision for bad debts is made based on a certain percentage of the balance of the portfolio of such receivables. The provision for bad debts for the current period is calculated based on the actual loss ratio of the receivables identical or similar thereto in the previous year, in combination with the proportion of the provision for bad debts in relation to each portfolio in the current year determined on the basis of practical situation. (2) Method of bad-debt provision made in terms of the credit risk features portfolio Methods of provision for bad debts made on credit risk characteristics portfolio basis Aging portfolio Aging analysis method Portfolio of related parties within the scope of consolidation No provision for bad debts For those subject to provision for bad debts under aging analysis method: Proportion of provision Proportion of provision Aging for receivables for other receivables (%) (%) Within 1 year 5 5 1-2 years 10 10 2-3 years 30 30 3-4 years 50 50 4-5 years 80 80 Over 5 years 100 100 3.10.3 Receivables that are individually insignificant but with provision for bad debts made on an individual basis: Reasons for individual provision of bad debts On the balance sheet date, the Company recognizes impairment losses and makes provision for bad debts of other individually significant receivables with signs of impairment at the differences of the present values of their future cash flows in short of their book values. Method of provision for bad debts On the balance sheet date, the Company separately conducts an impairment test on accounts receivable that are individually insignificant but are provided for bad debts on individual basis. Where they are impaired after such test, the impairment losses are recognized at the difference between the present value of future cash flows lower than the book value and the provision for bad debts shall be accordingly made. 3.11 Inventories 3.11.1 Classification of inventories Inventories are classified into: raw materials, project construction, inventory goods, in products, low-value consumption goods, etc. 3.11.2 Valuation method of inventories dispatched The inventories are measured at weighted average method when dispatched. 3.11.3 Recognition basis for net realizable values of inventories of different categories In normal operation process, for merchandise inventories held directly for sale, including finished goods, stock commodities and materials for sale, their net realizable values are determined at the estimated selling prices minus the estimated selling expenses and relevant taxes and surcharges; in normal operation process, for material Notes to the Financial Statements Page 11 SINO GREAT WALL CO., LTD. NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2016 inventories that need further processing, their net realizable values are determined at the estimated selling prices of finished goods minus estimated costs to completion, estimated selling expenses and relevant taxes and surcharges; for inventories held to execute sales contract or service contract, their net realizable values are calculated on the basis of contract price. If the quantities of inventories specified in sales contracts are less than the quantities held by the Company, the net realizable value of the excess portion of inventories shall be based on general selling prices. The provisions for inventory depreciation reserve are made on an individual basis at the end of the period, for inventories with large quantities and relatively low unit prices, the provisions for inventory depreciation reserve are made on a category basis. For inventories related to the product portfolios manufactured and sold in the same area, and of which the final usage or purpose is identical or similar thereto, and which is difficult to separate from other items for measurement purposes, the provisions for inventory depreciation reserve are made on a portfolio basis. The net realizable values of inventory items are determined based on the market price on the balance sheet date, except for there is obvious evidence showing the market price on the balance sheet date is abnormal. Net realizable value of inventory items at the end of the year is recognized at the market price on the balance sheet date. 3.11.4 Inventory system Perpetual inventory system is adopted. 3.11.5 Amortization methods for low-cost consumables and packaging materials (1) One-off amortization method is adopted for low-cost consumables; (2) One-off amortization method is adopted for packaging materials. 3.12 Assets classified as held for sale The Company recognizes the part (or non-current assets) that meet all the following conditions as assets held for sale: (1) the part must be immediately available to be sold under the current conditions and according to the usual terms on the sale of such part; (2) the Company has made resolutions on disposing of the part (or non-current assets) and has been approved by the general meeting or relevant organs of power if the approval of shareholders is required; (3) the Company has signed an irrevocable transfer agreement with the assignee; (4) the transfer will be completed within one year. 3.13 Long-term equity investments 3.13.1 Determination basis of joint control or significant influence over the investee The term ‘common control’ refers to the joint control, according to the relevant provisions, over an arrangement, of which the relevant activities should be agreed and decided by the participants that share the control. Where the Company exercises joint control over the investee together with other parties to the joint venture and enjoys the right on the investee's net assets, the investee is a joint venture of the Company. Notes to the Financial Statements Page 12 SINO GREAT WALL CO., LTD. NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2016 Significant influence refers to the power to participate in making decisions on the financial and operating policies of an enterprise, but not the power to control, or jointly control, the formulation of such policies with other parties. Where the Company is able to have significant influences on an investee, the investee is its associate. 3.13.2 Determination of initial investment cost (1) A long-term equity investment as a result of business combination Business combination under the common control: if the Company makes payment in cash, transfers non-cash assets or bears debts and issues equity securities as the consideration for the business combination, the book value of the owner's equity of the acquiree in the consolidated financial statements of the ultimate controller is recognized as the initial cost of the long-term equity investment on the combination date. In case the Company can exercise control over the investee under common control for additional investment or other reasons, the initial investment cost of long-term equity investments is recognized at the share of book value of net asset of the acquiree after the combination in the consolidated financial statements of the ultimate controller on the combination date. The stock premium should be adjusted at the difference between the initial investment cost of long-term equity investments on the combination date and the book value of long-term equity investments before the combination plus the book value of consideration paid for additional shares; if there is no sufficient stock premium for write-downs, the retained earnings are adjusted. Business combination not under the common control: The Company recognizes the combination cost determined on the combination date as the initial cost of long-term equity investments. Where the Company can control the investee not under common control from additional investments, the initial investment cost should be changed to be accounted for under the cost method and recognized at the sum of the book value of equity investments originally held and newly increased investment cost. (2) Long-term equity investments obtained by other means For long-term equity investments acquired from making payments in cash, the initial cost is the actually paid purchase cost. For long-term equity investments acquired from issuance of equity securities, the initial investment cost is the fair value of the issued equity securities. If the exchange of non-monetary assets has commercial substance and the fair values of assets traded out and traded in can be measured reliably, the initial cost of long-term equity investment traded in with non-monetary assets are determined based on the fair values of the assets traded out and the relevant taxes and surcharges payable unless there is any conclusive evidence that the fair values of the assets traded in are more reliable; if the exchange of non-monetary assets does not meet the above criteria, the book value of the assets traded out and the relevant taxes and surcharges payable are recognized as the initial cost of long-term equity investment traded in. For long-term equity investment acquired from debt restructuring, the initial cost is determined based on the fair value. Notes to the Financial Statements Page 13 SINO GREAT WALL CO., LTD. NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2016 3.13.3 Subsequent measurements and the recognition method of profits and losses (1) Long-term equity investments calculated under the cost method Long-term equity investments of the Company in its subsidiaries are calculated under the cost method. Except for the actual price paid for acquisition of investment or the cash dividends or profits contained in the consideration which have been declared but not yet distributed, the Company recognizes the investment income in the current year at the cash dividends or profits declared by the investee. (2) Long-term equity investments calculated under the equity method The Company's long-term equity investments in associates and joint ventures are calculated under the equity method. If the initial cost is more than the share of the fair value of the investee' identifiable net asset to which the Company shall be entitled when investing, the initial cost of the long-term equity investment will not be adjusted. If the initial cost of a long-term equity investment is less than the share of the fair value of the investee's identifiable net asset to which the Company shall be entitled when investing, the difference shall be included in the current profit or loss. The Company shall recognize the investment income and other comprehensive income at the shares of net profit and loss and other comprehensive income realized by the investee which the Company shall enjoy or bear and adjust the book value of long-term equity investments at the same time; the Company shall calculate the shares according to profits or cash dividends declared by the investee and correspondingly reduce the book value of long-term equity investments; the book value of long-term equity investments shall be adjusted according to the investee's other changes in owner's equity other than net profit and loss, other comprehensive income and profit distribution, which should be included in owner's equity. The share of the investee's net profit or loss should be recognized after adjustments are made to net profit of the investee based on the fair value of identifiable net assets of the investee upon acquisition of investments and according to accounting policies and accounting period of the Company. When holding the investment, the investee should prepare the consolidated financial statements, it shall account for the investment income based on the net profit, other comprehensive income and the changes in other owner's equity attributable to the investee. The Company shall write off the part of incomes from internal unrealized transactions between the Company and associates and joint ventures which are attributable to the Company according to the corresponding ratio and recognize the profit and loss on investments on such basis. Where the losses from internal transactions between the Company and the investee fall into the scope of assets impairment loss, the full amount of such losses should be recognized. For transactions on investments or sales of assets between the Company and associates and joint ventures, where such assets constitute business, they should be accounted for according to the relevant policies disclosed in this note "Accounting treatment of business combinations under common control and not under common control" and "Preparation of consolidated financial statements". When the Company recognizes its share of loss incurred to the investee, treatment shall be done in following sequence: firstly, the book value of the long-term equity investment shall be reduced; secondly, where the book value is insufficient to cover the share of losses, investment losses are recognized to the extent of book value of other long-term equity which forms the net investment in Notes to the Financial Statements Page 14 SINO GREAT WALL CO., LTD. NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2016 the investee in substance and the book value of long term receivables shall be reduced; finally, after all the above treatments, if the Company is still responsible for any additional liability in accordance with the provisions stipulated in the investment contracts or agreements, estimated liabilities are recognized and included into current investment loss according to the obligations estimated to undertake. (3) Disposal of long-term equity investments For disposal of long-term equity investments, the difference between the book value and the actual price shall be included into the current profit or loss. For long-term equity investments calculated under the equity method, when the Company disposes such investments, accounting treatment should be made to the part that is originally included in other comprehensive income according to the corresponding proportion by using the same basis for the investee to directly dispose the relevant assets or liabilities. Owner's equity recognized at the changes in the investee's other owner's equity other than net profit or loss, other comprehensive income and profit distribution shall be transferred to the current profit and loss according to the proportion, except for other comprehensive income from changes arising from re-measurement of net liabilities or net assets of defined benefit plan. In case the joint control or significant influence over the investee is lost for disposing part of equity investments or other reasons, the remaining equity will be changed to be accounted for according to the recognition and measurement principles of financial instruments. The difference between the fair value and the book value on the date of the loss of joint control or significant influence should be included in the current profit and loss. For other comprehensive income recognized from accounting of the original equity investments under the equity method, accounting treatment should be made by using the same basis for the investee to directly dispose the relevant assets or liabilities when the equity method is no longer adopted. Owner's equity recognized from the investee's changes in other owner's equity other than net profit or loss, other comprehensive income and profit distribution should all transferred to the current profit and loss when the equity method confirmed is no longer adopted. In case the control over the investee is lost due to disposal of part of equity investments or other reasons, in the preparation of individual financial statements, the remaining equity after the disposal that can exercise joint control or exert significant influence over the investee shall be accounted for in the equity method, and such remaining equity shall be adjusted as if it had been accounted for in the equity method since the time of acquisition; the remaining equity after disposal that cannot exercise joint control or exert significant influence over the investee shall be subject to account treatment according to the relevant provisions of the recognition and measurement criteria for financial instruments, and the difference between the fair value on the date when the control is lost and the book value shall be included into the current profit and loss. Where equity after the disposal is acquired from business combinations due to additional investments or other reasons, when the Company prepares individual financial statements, if the remaining equity after the disposal is accounted for under the cost method or equity method, other comprehensive income and other owners' equity recognized from equity investments that are held before the acquisition date and are accounted for under the equity method should be carried forward in proportion; if the remaining equity after the disposal is changed to be accounted for according to recognition and measurement standards of financial instruments, other comprehensive income and other owners' equity should be carried forward at full amount. Notes to the Financial Statements Page 15 SINO GREAT WALL CO., LTD. NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2016 3.14 Investment properties The investment property refers to the real estate held for earning rentals or/and capital appreciation or both, including leased land use right, land use right held for transfer upon appreciation, and leased building (including self-built buildings or buildings developed for renting or buildings under construction or development for future renting). The Company measures its existing investment property at cost. For investment properties measured with the cost model - in terms of buildings for renting, the same depreciation policy as that for fixed assets of the Company is adopted and land use rights for renting are implemented with the same amortization policy as that for intangible assets. 3.15 Fixed assets 3.15.1 Recognition criteria of fixed assets Fixed assets refer to the tangible assets held for the purpose of producing commodities, rendering services, renting or business management with useful lives exceeding one accounting year. Fixed assets are recognized when they simultaneously meet the following conditions: (1) It is probable that the economic benefits relating to the fixed assets will flow into the Company; and (2) The costs of the fixed asset can be measured reliably. 3.15.2 Depreciation method Depreciation of the fixed assets is made on a category basis using the straight-line method and the depreciation rates are determined according to the categories, estimated useful lives and estimated net residual rates of fixed assets. Where various components of fixed assets are different in useful lives or bring economic benefits for the enterprise in different ways, then the Company should choose different depreciation rates or methods to separately provide for depreciation. For fixed assets acquired under financing leases, if there is reasonable assurance that the Company will obtain the ownership of the leased assets when the lease term expires, the leased assets should be depreciated over its useful life; if there is no reasonable assurance that the Company will obtain the ownership of the leased assets when the lease term expires, the leased assets should be depreciated over the shorter of the lease term or the useful life of the leased assets. The depreciation method, depreciation life, residual value rate and annual depreciation rate of fixed assets are as follows: Depreciation Residual value Annual depreciation Category Depreciation method life (year) rate (%) rate (%) Buildings and constructions Straight-line method 20 5.00 4.75 Machinery equipment Straight-line method 10 5.00 9.50 Transportation equipment Straight-line method 7 5.00 13.57 Electronic equipment and other equipment Straight-line method 3-5 5.00 19.00-31.67 3.15.3 Determination basis and measurement method of fixed assets acquired under financing leases The fixed assets acquired under financing lease are recognized if one of the following conditions is specified by the Company and the leaser in their lease agreement: (1) upon the expiration of the lease term, the ownership of the leased asset has been transferred to the Company; (2) the Company has the option to purchase the asset and the purchase price is far lower than the fair value of such asset at the time of the option being exercised; Notes to the Financial Statements Page 16 SINO GREAT WALL CO., LTD. NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2016 (3) the lease term covers the most of the useful life of the leased asset; (4) there is no large difference between the present value of the minimum lease payments on the lease commencement date and fair value of the assets. On the lease commencement date, the leased assets are stated at the lower of the fair value and the present value of the minimum lease payments. Minimum lease payments are stated at long-term payables and the difference is recognized as unrecognized financing costs. 3.16 Construction in progress Projects under construction are recorded as fixed assets at necessary expenditures incurred before preparing the asset to reach the condition for its intended use. For construction in progress that has reached working conditions for its intended use but for which the completion of settlement has not been handled, it shall be transferred into fixed assets at the estimated value according to the project budget, construction price or actual cost, etc. from the date when it reaches the working conditions for its intended use. The fixed assets shall be depreciated in accordance with the Company’s policy on fixed asset depreciation. Adjustment shall be made to the originally and provisionally estimated value based on the actual cost after the completion of settlement is handled, but depreciation already provided will not be adjusted. 3.17 Borrowing costs 3.17.1 Recognition principles of capitalization of borrowing costs Borrowing costs include the interest of borrowings, the amortization of discount or premium, auxiliary expenses, exchange differences incurred by foreign currency borrowings, etc. The borrowing costs incurred to the Company and directly attributable to the acquisition and construction or production of assets eligible for capitalization should be capitalized and recorded into relevant asset costs; other borrowing costs should be recognized as costs according to the amount incurred and be included into the current profit and loss. Assets eligible for capitalization refer to fixed assets, investment property, inventories and other assets which may reach their intended use or sale status only after long-time acquisition and construction or production activities. Borrowing costs may be capitalized only when all the following conditions are met at the same time: (1) Asset disbursements, which include those incurred by cash payment, the transfer of non-cash assets or the undertaking of interest-bearing debts for acquiring and constructing or producing assets eligible for capitalization, have already been incurred; (2) Borrowing costs have already been incurred; (3) The acquisition and construction or production activities which are necessary to prepare the assets for their intended use or sale have been in progress. 3.17.2 Capitalization period of borrowing costs Capitalization period refers to the period from the commencement of capitalization of borrowing costs to its cessation, excluding the period of capitalization suspension of borrowing costs. Notes to the Financial Statements Page 17 SINO GREAT WALL CO., LTD. NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2016 Capitalization of borrowing costs should cease when the acquired and constructed or produced assets eligible for capitalization have reached the working condition for their intended use or sale. Where part of the purchase, construction or manufacturing projects of assets are completed and can be used separately, capitalization of the related borrowing costs should be ceased. When some projects among the acquired and constructed or produced assets eligible for capitalization are completed and can be used separately, the capitalization of borrowing costs of such projects should be ceased. 3.17.3 Period of capitalization suspension If the acquisition and construction or production activities of assets eligible for capitalization are abnormally interrupted and such condition lasts for more than three months, the capitalization of borrowing costs should be suspended; if the interruption is necessary procedures for the acquired, constructed or produced assets eligible for capitalization to reach the working conditions for its intended use or sale, the borrowing costs continue to be capitalized. Borrowing costs incurred during the interruption are recognized as the current profit and loss and continue to be capitalized until the acquisition, construction or production of the asset restarts. 3.17.4 Measurement of capitalization rate and capitalized amounts of borrowing costs As for special borrowings borrowed for acquiring and constructing or producing assets eligible for capitalization, borrowing costs of special borrowing actually incurred in the current period less the interest income of the borrowings unused and deposited in bank or return on temporary investment should be recognized as the capitalization amount of borrowing costs. As for general borrowings used for acquiring and constructing or producing assets eligible for capitalization, the interest of general borrowings to be capitalized should be calculated by multiplying the weighted average of asset disbursements of the part of accumulated asset disbursements exceeding special borrowings by the capitalization rate of used general borrowings. The capitalization rate is calculated by weighted average interest rate of general borrowings. 3.18 Intangible assets 3.18.1 Measurement method of intangible assets (1) The Company initially measures intangible assets at cost on acquisition; The costs of externally acquired intangible assets include their purchase prices, related taxes and surcharges and any other directly attributable expenditure incurred to prepare the asset for its intended use. If the payment for an intangible asset is delayed beyond the normal credit conditions, which is substantially of the financing nature, the cost of the intangible asset shall be determined on the basis of the present value of the purchase price. The intangible assets acquired and used by the debtor to repay debt in debt restructuring should be recorded at the fair value of the intangible assets. The difference between the book value of restructured debts and the fair value of intangible assets used to repay debt should be included in the current profit and loss. On the premise that non-monetary assets trade is of commercial nature and the fair value of the assets traded in or out can be measured reliably, the intangible assets traded in with non-monetary assets should be recognized at the fair value of the assets traded out, unless any unambiguous evidence indicates that the fair value of the assets traded in is more reliable; as to the non-monetary assets trade Notes to the Financial Statements Page 18 SINO GREAT WALL CO., LTD. NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2016 not meeting the aforesaid premise, the book value of the assets traded out and related taxes and surcharges payable should be recognized as the cost of the intangible assets, with gains or losses not recognized. (2) Subsequent measurement The useful lives of the intangible assets are analyzed and determined on their acquisition. For intangible assets with definite useful lives, the Company shall adopt the straight-line method for amortization within the period during which they can bring economic benefits to the Company; where the period during which they can bring economic benefits to the Company cannot be forecast, those intangible assets shall be deemed as assets with indefinite lives and no amortization will be made. 3.18.2 Estimate of useful life of intangible assets with limited useful life: Item Estimated useful lives Basis Land use right 50 years Land use certificate Software 5 years By reference to the same industry The useful life and amortization method of intangible assets with limited useful lives should be reviewed at the end of each year. After review, the useful life of intangible assets and amortization method at the end of the year are not different from previous estimates. 3.18.3 Specific criteria for classification of research phase and development phase Research phase: the phase for the creative and planned investigation and research to acquire and understand new scientific or technological knowledge. Development phase: the phase for the application of research achievements and other knowledge to a certain plan or design, prior to the commercial production or use, so as to produce any new material, device or product, or substantially improved material, device and product. Expenditures incurred during the research phase of internal research and development projects shall be written off to current profit and loss. 3.18.4 Specific criteria for capitalization of expenditures at the development phase Expenditures arising from development phase on internal research and development projects must be capitalized if the Company can satisfy all of the following criteria simultaneously: (1) it is technically feasible to finish intangible assets for use or sale; (2) it is intended to finish and use or sell the intangible asset; (3) the ways whereby the intangible asset is to generate economic benefits, including those whereby it is able prove that there is a potential market for the products manufactured by applying this intangible asset or that there is a potential market for the intangible asset itself; if the intangible asset will be used internally, its usefulness shall be proved; (4) it is able to finish the development of the intangible assets, and able to use or sell the intangible assets, with the support of sufficient technologies, financial resources and other resources; and Notes to the Financial Statements Page 19 SINO GREAT WALL CO., LTD. NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2016 (5) the expenditure attributable to the intangible assets during its development phase can be reliably measured. 3.19 Impairment of long-term assets For the long-term equity investments, investment property, fixed assets, construction in progress, intangible assets, and other long-term assets measured at cost model, if there are signs of impairment, an impairment test will be conducted on the balance sheet date. If the recoverable amount of the asset is less than its book value after test, assets impairment provision will be made at the difference and included into impairment loss. The recoverable amount is determined at the higher of the net of the fair value less disposal costs and the present value of the expected future cash flows. The assets impairment provision is calculated and made on an individual basis. If it is difficult for the Company to estimate the recoverable amount of the individual asset, the recoverable amount of an asset group, to which the said asset belongs, will be determined. Asset group is the smallest asset group that can independently generate cash inflows. For goodwill, impairment test shall be conducted at least in the end of each year. The Company conducts an impairment test for the goodwill. The book value of goodwill arising from business combinations is amortized to relevant asset groups with a reasonable method from the date of acquisition; or amortized to relevant combination of asset groups if it is difficult to be amortized to relevant asset groups. When the book value of goodwill is amortized to the relevant assets group or combination of assets groups, it shall be evenly amortized according to the proportion of the fair value of each assets group or combination of assets groups in the total fair value of the relevant assets groups or combinations of assets groups. Where the fair value cannot be reliably measured, it should be amortized according to the proportion of the book value of each asset group or combination of assets groups in the total book value of assets groups or combinations of assets groups. When making an impairment test on the relevant assets groups or combination of assets groups containing goodwill, if any indication shows that the assets groups or combinations of assets groups may be impaired, the Company shall first conduct an impairment test on the assets groups or combinations of assets groups not containing goodwill, calculate the recoverable amount and compare it with the relevant book value to recognize the corresponding impairment loss. Then the Company shall conduct an impairment test on the assets groups or combinations of assets groups containing goodwill, and compare the book value of these assets groups or combinations of assets groups (including the book value of the goodwill apportioned thereto) with the recoverable amount. Where the recoverable amount of the relevant assets groups or combinations of assets groups is lower than the book value thereof, the Company shall recognize the impairment loss of the goodwill. The above losses from asset impairment shall not be reversed in subsequent accounting periods once recognized. 3.20 Long-term deferred expenses Long-term deferred expenses refer to various expenses which have been already incurred but will be born in this period and in the future with an amortization period of over one year. 3.20.1 Amortization method The amortization period is determined in accordance with the contract or expected beneficial period. 3.20.2 Amortization years The amortization period is determined in accordance with the contract or expected beneficial period. Notes to the Financial Statements Page 20 SINO GREAT WALL CO., LTD. NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2016 3.21 Employee compensation 3.21.1 Accounting treatment of short-term compensation During the accounting period when employees serve the Company, the actual short-term compensation is recognized as liabilities and included in current profit or loss or costs associated with assets. During the accounting period when employees provide services for the Company, the corresponding amount of employee compensation is calculated and determined according to the provision basis and provision proportion as stipulated in the provisions on the social insurance premiums and housing funds paid for employees by the Company, as well as trade union funds and employee education funds. The non-monetary benefits of employees that can be measured reliably are measured at fair value. 3.21.2 Accounting treatment of post-employment benefits Defined contribution plans The Company pays basic endowment insurance and unemployment insurance for employees according to the relevant provisions of the local government, calculate payables according to payment base and proportion specified by the local government and recognizes them as liabilities, and includes them into the current profit and loss or the relevant asset costs. 3.21.3 Accounting treatment of dismissal benefits The Company recognizes the employee compensation arising from dismissal benefits as liabilities and include it in the current profit and loss when the Company cannot unilaterally withdraw dismissal benefits which are provided for termination of labor relation plan or layoff proposal, or when the Company recognizes costs or expenses (whichever is earlier) associated with restructuring of payment of dismissal benefits. 3.22 Estimated liabilities 3.22.1 Recognition criteria for estimated liabilities Where all the following conditions are met simultaneously for any obligation pertinent to any contingency including litigation, debt guarantee, onerous contract and reorganization, the Company will recognize such contingency as estimated liabilities: (1) the obligation is a present obligation of the Company; (2) the performance of such obligation is likely to result in outflow of economic benefits from the Company; and (3) the amount of the obligation can be measured reliably. 3.22.2 Measurement of estimated liabilities Estimated liabilities of the Company are initially measured as the best estimate of expenses required for the performance of relevant present obligations. When the Company determines the best estimate, it should have a comprehensive consideration of risks with respect to contingencies, uncertainties and the time value of money. If the time value of money is significant, the best estimate shall be determined after discounting the relevant future outflow of cash. The best estimate shall be accounted as follows in different circumstances: Notes to the Financial Statements Page 21 SINO GREAT WALL CO., LTD. NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2016 If there is continuous range (or interval) for the necessary expenses, and probabilities of occurrence of all the outcomes within this range are equal, the best estimates will be determined at the average amount of upper and lower limits within the range. If there is no continuous range (or interval) for the necessary expenses, or probabilities of occurrence of all the outcomes within this range are unequal although such a range exists, in case that the contingency involves a single item, the best estimate shall be determined at the most likely outcome; if the contingency involves two or more items, the best estimate should be determined according to all the possible outcomes with their relevant probabilities. When all or some of the expenses necessary for the liquidation of estimated liabilities of the Company are expected to be compensated by a third party, the compensation should be separately recognized as an asset only when it is virtually certain that the reimbursement will be obtained. The amount recognized for the reimbursement should not exceed the book value of estimated liabilities. 3.23 Share-based payments The Company's share-based payments are transactions in which the Company grants equity instruments or undertakes equity-instrument-based liabilities in return for services from employees [or other parties]. The share-based payments of the Company consist of equity-settled share-based payments and cash-settled share-based payments. The equity-settled share-based payment in return for services from employees shall be measured at the fair value of the equity instruments granted to the employees. Where the Company makes share-based payments in restricted stocks and the employee makes capital contributions to subscribe such shares, such shares should not be circulated or transferred before they reach unlocked conditions and before they are unlocked; if the unlocked conditions specified in the final equity incentive plan fail to be reached, then the Company should repurchase the shares at the price agreed in advance. When the Company received the payment of the employee for the subscription of restricted stocks, it should recognize share capital and capital reserves (share premiums) in accordance with the payment for subscription received. The Company should fully recognize a liability at the repurchase obligations and recognize treasury stock at the same time. On each balance sheet date within the vesting period, the Company will, based on the newly-acquired subsequent information such as the changes in the number of the vested employees and whether the specified performance is reached, make the best estimate on the number of the vesting equity instruments. On such basis, the services received in the current period should be included in the relevant cost or expenses according to fair value on the date of grant and capital reserves should be accordingly increased. No adjustments should be made to the recognized relevant costs or expenses and total owners' equity after the vesting date. However, when the right can be exercised immediately after the grant, it should be included in the relevant costs or expenses at the fair value on the date of grant. The capital reserves should be increased accordingly. For share-based payments finally failing to be exercised, costs or expenses should not be recognized, unless the conditions for vesting are market conditions or non-vesting conditions. At this time, whether market conditions or non-vesting conditions are met or not, it is deemed to have vesting rights if non-market conditions in all the vesting conditions are met. If the terms of the equity-settled share-based payments were modified, the services received should be recognized at least in accordance with the unmodified terms. Moreover, the modification of fair value of equity instruments granted from any increase, or beneficial changes to the employee on the modification date should be recognized as increases in services obtained. If the equity-settled share-based payments were cancelled, they should be handled as accelerated exercise of rights on the date of cancellation and the amount that is not yet recognized should be immediately recognized. Where employees or other parties could choose to meet non-vesting Notes to the Financial Statements Page 22 SINO GREAT WALL CO., LTD. NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2016 conditions but failed to meet the conditions in the vesting period, they should be handed as cancelling the equity-settled share-based payments. However, if new equity instruments are granted, which are recognized as the replacement of the cancelled equity instrument on the grant data, the granted equity instrument for replacement shall be handled in the same way with the disposal of revision of provisions on the original equity instrument and conditions. 3.24 Revenue 3.24.1 General recognition principles for revenue from sales of goods: (1) the Company has transferred the substantial risks and rewards of ownership of the goods to the buyer; (2) the Company retains neither continuing managerial involvement to the degree usually associated with ownership nor effective control over the goods sold; (3) the amount of revenue can be measured reliably; and (4) the related economic benefits are likely to flow into the Company; and (5) the relevant costs that have occurred or will occur can be measured reliably. 3.24.2 Specific principles (1) Revenue from rendering of service Revenue from rendering of services of the Company mainly refers to revenue from engineering design. If the outcome of transactions can be estimated reliably, revenue shall be recognized at the important timing specified in the design contract. That is to say, revenue shall be recognized at the percentage of workload of completed design at the important timing in total design workload and expected recoverable contract amount. Where the outcome of transactions on rendering of services cannot be reliably estimated, the revenue from rendering of services shall be recognized at labor costs that have been incurred and that are expected to be compensated. The labor costs that have been incurred are recognized as the expenses in the current period. Labor costs that have been incurred but that are not expected to be compensated shall not be recognized as revenue. When contracts or agreements of the Company concluded with other enterprises include sales of goods and rendering of services, if the part of sales of goods and that of rendering of services can be distinguished and be separately measured, they shall be treated separately; if the part of sales of goods and that of rendering of services cannot be distinguished or can be distinguished but cannot be separately measured, the whole contract shall be treated as sales of goods. (2) Revenue from construction contracts If the outcome of a construction contract can be reliably estimated, the revenue and costs from the construction contract will be recognized by the completion percentage method on the balance sheet date. The progress of the contract completion is recognized based on the proportion of the actually incurred contract costs accumulated in the estimated total costs. Where the outcome of a construction contract cannot be estimated reliably, if contract costs are not expected to be recoverable, contract revenue is recognized to the extent of actual contract costs that are expected to be recoverable and the contract costs are recognized as contract expenses immediately when incurred. If contract costs are not expected to be recoverable, they are recognized as expenses immediately when incurred and contract revenue is not recognized. When uncertainties that make the outcome of a construction contract unable to be estimated reliably do not exist, revenue and costs associated with construction contracts should be recognized with the completion percentage method. Notes to the Financial Statements Page 23 SINO GREAT WALL CO., LTD. NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2016 If the estimated total contract costs exceed the estimated total contract revenue, the expected loss is recognized as current expenses. Accumulated costs incurred and accumulative gross profits (losses) recognized as well as payments settled as to the construction contract should be presented at the net amount after the offset in the balance sheet. The part of accumulated costs incurred plus accumulative gross profits (losses) recognized exceeding payments settled as to the construction contract should be presented as inventories; the part of accumulated costs incurred plus accumulative gross profits (losses) recognized less than the payments settled as to the construction contract should be presented as advances from customers. (3) Recognition of revenue from hospital service The revenue from hospital service mainly comes from out-patient department and in-patient department, and the revenue is recognized when the patients make the settlements. For revenue from out-patient department, as the patients that go to out-patient department generally require no hospitalization, and receive short term treatment, they settle with the hospital on the date of visit and pay for the treatment and medicine. Therefore, the revenue is recognized financially on the date the payment is received. For revenue from in-patient department, patients need to stay in for a period of treatment; they will pay certain advance when being hospitalized, which will not be recognized at that time. When the patients leave the hospital, they settle the medical expenses during the hospitalization, the hospital will issue an invoice to the patients, and then revenue is recognized financially. 3.25 Government subsidies 3.25.1 Type Government subsidies are monetary assets and non-monetary assets freely obtained by the Company from the government. They are divided into government subsidies related to assets and government subsidies related to income. Government subsidies related to assets refer to government subsidies which are acquired by the Company for construction or form long-term assets in other ways, including the financial allocation for purchasing fixed assets or intangible assets, the financial discount for special loan of fixed assets and others. Government subsidies related to income refer to those other than the government subsidies related to assets. 3.25.2 Timing of recognition If government subsidies are monetary assets, it shall be measured in the light of the amount received or receivable. Where government subsidies are non-monetary assets, they are measured at fair value; where the fair value cannot be reliably measured, they are measured at nominal amount. Government subsidies measured at nominal amount are directly included in the current profit and loss. 3.25.3 Accounting treatment Government subsidies related to assets are recognized as deferred income, and included in non-operating income by stages based on the useful life of the assets acquired and constructed; if government subsidies related to income are used to compensate the Company’s relevant expenses or losses in future periods, such government subsidies should be Notes to the Financial Statements Page 24 SINO GREAT WALL CO., LTD. NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2016 recognized as deferred income on acquisition and be included in current non-operating income during the period of recognition of the relevant expenses; if government subsidies related to income are used to compensate the Company’s relevant expenses or losses incurred, such government subsidies are directly included into current non-operating income on acquisition. 3.26 Deferred income tax assets and deferred income tax liabilities Deferred income tax assets are recognized at deductible temporary differences to the extent that it shall not exceed the taxable income probably obtained in future period to be against the deductible temporary difference. For deductible losses and tax credits that can be carried forward to subsequent periods, deferred tax assets arising therefrom are recognized to the extent that future taxable income will be probable to be available against deductible losses and tax credits. Taxable temporary differences are recognized as deferred income tax liabilities except in special circumstances. Such special circumstances in which deferred tax assets or deferred tax liabilities shall not be recognized include: the initial recognition of goodwill; other transactions or matters excluding business combinations, which affect neither accounting profits nor the taxable income (or deductible losses) when incurred. If the Company has the legal right to settle in net amounts and intends to settle in net amount or to obtain assets and discharge liabilities simultaneously, the current tax assets and current tax liabilities of the Company shall be presented based on the net amount upon offset. When the Company has the legal right for netting of current income tax assets and current income tax liabilities and the income tax assets and income tax liabilities are related to the income tax levied on the same taxpayer by the same tax administrative department or are related to different taxpayers but, within each future period of reversal of important income tax assets and income tax liabilities, the taxpayers involved intend to settle current income tax assets and current income tax liabilities or acquire assets and liquidate liabilities at the same time, the Company's income tax assets and income tax liabilities shall be presented at the net amount after the offset. 3.27 Leases 3.27.1 Accounting treatment of operating leases (1) The Company's rental expenses paid for leased assets shall, within the whole lease term excluding the rent-free period, be amortized with the straight-line method and included in current expenses. Initial direct costs related to lease transactions paid by the Company shall be included in the current expenses. When assets lessor bears costs related to the lease borne by the Company, the Company shall deduct the part of expenses from the total rents and amortize the rents after deduction over the lease term and include them in current expenses. (2) The Company's rental expenses collected for leased assets shall, within the whole lease term excluding the rent-free period, be amortized with the straight-line method and recognized as the relevant rental income. Initial direct expenses relating to lease transactions incurred by the Company shall be recognized as the current expenses; if the amounts are significant, they shall be capitalized and included in the current income on the same basis as the recognition of lease income. When the Company bears the lease related expenses which should be undertook by the lessee, the Company shall deduct this part of expense from the total rental expenses, and amortize the net amount over the lease term. Notes to the Financial Statements Page 25 SINO GREAT WALL CO., LTD. NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2016 3.27.2 Accounting treatment of financing lease (1) Assets leased in under financing leases: On the lease commencement date, the book entry value of a fixed asset acquired under financing lease is measured at the asset’s fair value or the present value of the minimum lease payment, whichever is the lower. The minimum lease payment is recorded as the book entry value of the long-term payables, and the difference between them is deemed as the unrecognized financing expenses. The Company adopts the effective interest rate method for unrecognized financing charges, which shall be amortized over the lease terms and included in financial expenses. The Company records the initial direct expenses in the values of leased assets. (2) Assets leased under finance leases: On the lease beginning date, the Company recognizes the difference between the sum of financing lease receivable and the unguaranteed residual value, and the present value thereof as unrealized financing income, and recognizes the same as rental income over the periods when rent is received in the future. The Company's initial direct costs related to the rental transactions will be included in the initial measurement of the financing lease receivables and the amount of revenue recognized in the lease term will be reduced. 3.28 Discontinued operation Discontinued operations refer to the component meeting any of the following conditions that has been disposed by the Company or classified as held for sale by the Company, and that can be separately identified upon operation and preparation for the financial statements: (1) the component represents a separate major business or a major business areas; (2) the component is a part of the plan on intended disposal of an independent major business or a major business area; or (3) the part is a subsidiary acquired only for resale. 3.29 Changes in significant accounting policies and accounting estimates 3.29.1 Changes in significant accounting policies (1) Implementation of the Provisions on the Accounting Treatment for Value-added Tax On December 3, 2016, the Ministry of Finance promulgated the Provisions on the Accounting Treatment for Value-added Tax (Cai Kuai [2016] No.22), which apply to relevant transactions of the Company occurred since May 1, 2016. Main impacts of the provisions implementation of the Company are as follows: Contents of and reasons for changes in Name and amount of the affected accounting policies items in the financial statements (1) Adjust the item "business taxes and surcharges" in the income statement to the item "taxes and surcharges" therein. Taxes and surcharges (2) Reclassify the real estate tax, land-use tax-, vehicle and vessel use tax and stamp duty incurred by business operation activities of the enterprise since May 1, 2016 from "General and administrative expenses" to "Taxes and Increased taxes and surcharges in surcharges" and the taxes incurred this year amount to RMB before May 1, 2016 will not be adjusted. 433,364.39, and decreased general The comparative data shall not be and administrative expenses in 2016 adjusted. amount to RMB 433,364.39. (3) Reclassify the item "taxes and Increased ending balance of other Notes to the Financial Statements Page 26 SINO GREAT WALL CO., LTD. NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2016 surcharges payable" to transfer the VAT current liabilities amounted to RMB amount where income (or profit) has 30,382,980.72, and decreased ending been recognized but the VAT has not balance of taxes and surcharges been paid and which shall be recognized payable amounted to RMB as the output tax amount into the item 30,382,980.72. "other current liabilities" (or "other non-current liabilities"). Compared data shall not be adjusted. The comparative data shall not be adjusted. 3.29.2 Changes in significant accounting estimates The Company had no changes in principal accounting estimates during the reporting period. 4. Taxation 4.1 Major tax types and tax rates Tax type Tax basis Tax rate (%) The output tax is calculated based on taxable income in accordance with tax laws, and value added tax payable should be the balance of the output tax after deducting 0, 3, 6, 11 Value added tax (VAT) the deductible input tax for the current period and 17 Business tax Levied based on the taxable operating income 3 and 5 Urban maintenance and Paid based on the actual business tax, VAT and construction tax consumption tax paid 1, 5 and 7 Education surtax Calculated and paid at turnover tax actually paid. 3 Local education surtax Calculated and paid at turnover tax actually paid. 2 Enterprise income tax Levied based on the amount of taxable income 15, 25 Notes to the Financial Statements Page 27 SINO GREAT WALL CO., LTD. NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2016 Note 1 According to the Circular on Launching the Pilot Collection of Value Added Tax in lieu of Business Tax in Transportation and Certain Areas of Modern Services Industries in Eight Provinces and Municipalities Including Beijing (Cai Shui [2012] No.71) promulgated by the Ministry of Finance and the State Administration of Taxation on July 31, 2012, design business of the Company’s subsidiary Beijing Sino Great Wall Decoration Design Co., Ltd. (hereinafter referred to as the "Sino Great Wall Design") was changed from taxable items under business tax to those under value added tax as of September 1, 2012, so the Company and Sino Great Wall Design became a small-scale VAT taxpayer and were subject to the rate of 3%. Rates of income tax in regard to the Company and its subsidiaries: Income tax rate Name of subsidiary Remarks (%) Sino Great Wall Co., Ltd. 25 Sino Great Wall Medical Investment Management Co., Ltd. 25 Sino Great Wall Infrastructure Investment Co., Ltd. 25 Wuhan Commercial Workers Hospital Co., Ltd. 25 Sino Great Wall International Engineering Co., Ltd. 15 Sino Great Wall Jianyee Engineering Co., Ltd. (formerly known as Sichuan Haoyao Constructional Engineering Co., Ltd.) 25 Sino Great Wall (Beijing) Investment Fund Management Co., Ltd. 25 Sino Great Wall Real estate (Hubei) Co., Ltd. 25 Sino Great Wall New Energy (Beijing) Co., Ltd. 25 Qian'an Sino Solar Power Generation Co., Ltd. 25 Wu'an Juhe Photovoltaic Power Generation Co., Ltd. 25 Bozhou Guangcheng New Energy Co., Ltd. 25 Bozhou Zhaosheng Agricultural Technology Co., Ltd. 25 Bozhou Xieying Solar Power Generation Co., Ltd. 25 Shanghai Ling Rui International Trade Company Limited 25 Shenzhen Hongtulve Industrial Co., Ltd. 25 Sino Great Wall Development (Hengqin) Co., Ltd. 25 SINO GREAT WALL (USA). INC 30 Herabenna Interior Design Guangzhou Co., Ltd. 25 Inrich Me Engineering Co., Limited 17 Sino Great Wall Southwest Construction Engineering Co., Ltd. (formerly known as Sichuan Dinghui Construction Co., Ltd.) 25 PT.SINO GREAT WALL INVESTMENT INDONESIA 25 PT.SINO GREAT WALL CONSTRUCTION INDONESIA 25 Seven levels of tax rates from 0% to 5%, SINO GREAT WALL INTERNETIONAL non-deductible ENGINEERING(CNMI)CO., LLC progressive Shenzhen Yatian Decoration Design Engineering Co., Ltd. 25 Sino Great Wall International Engineering (MACAU) Co., Limited 12 Sino Great Wall Group Co., Limited 17 SGW HP Engineering Construction SDN. BHD 24 SINO GREAT WALL (PHILIPPINES) INTERNATIONAL CORPORITION 30 Beijing Sino Great Wall Decoration Design Co., Ltd. 25 Suzhou Lvbang Wood Technology Co., Ltd. 25 Sino Heji Environmental Protection Materials Co., Ltd. 25 SINO GREAT WALL INTERNETIONAL ENGINEERING(MM) CO., LTD 25 Sino Great Wall International Engineering (Thailand) Co., Ltd. 20 4.2 Tax preference (1) Approved by the Beijing Municipal Office, SAT under the Circular on Approval of Tax Types in 2013, the taxable income of Sino Great Wall Design was calculated at 10% of total income. Notes to the Financial Statements Page 28 SINO GREAT WALL CO., LTD. NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2016 (2) According to the provisions of the Circular of the State Administration of Taxation on Issuing the Tentative Measures for the Collection and Administration of Income Tax on Enterprises That Have Operations in Different Regions and That Pay Taxes in a Consolidated Manner (G.S.F. [2008] No. 28) issued on March 10, 2008, for business institutions and establishments without the status of a legal person that are established in different regions within the territory of China, namely those engaging in production and operating activities in different regions, their head offices (parent companies) are enterprises that pay taxes in a consolidated manner. The parent company pays taxes in a consolidated manner. Head office and branches prepay enterprise income tax in installment, 50% of which is shared by all branches and 50% of which is prepaid by the head office. Branches share the prepayments in the proportion of 35%, 35% and 30% of operating income, employee compensation and total assets; final settlement of annual enterprise income tax shall be made by the parent company at the tax authority and will no longer be allocated to branches. (3) The Company's subsidiaries Sino Great Wall Group Co., Limited (hereinafter referred to as "Sino Hong Kong") and Inrich Me Engineering Co., Limited (hereinafter referred to as "Inrich Me Engineering") are enterprises established in the Hong Kong Special Administrative Region and are subject to enterprise profit tax at the rate of 16.5%; Sino Great Wall International Engineering (MACAU) Co., Limited (hereinafter referred to as "Sino Macau") is an enterprise established in the Macao Special Administrative Region and is subject to complementary income tax at the progressive rate. (4) The Company's wholly-owned subsidiary Sino Great Wall International Engineering Co., Ltd. (hereinafter referred to as "Sino International") obtained the high-tech enterprise certificate (No.: GR201511003125) jointly approved and issued by Beijing Municipal Science and Technology Commission, Beijing Municipal Finance Bureau, Beijing Municipal Office, SAT and Beijing Local Taxation Bureau on November 24, 2015. The certificate was issued on November 24, 2015 and valid for 3 years, so Sino International would pay enterprise income tax at the rate of 15% in 2015, 2016 and 2017. (5) The Company's wholly-owned subsidiary Wuhan Commercial Workers Hospital Co., Ltd. was entitled to the exemption of value-added taxes since May 1, 2016 in accordance with the Notice of the Ministry of Finance and the State Administration of Taxation on Implementing the Pilot Program of Replacing Business Tax with Value-Added Tax in an All-round Manner (Cai Shui [2016] No.36). 5. Notes to the items of consolidated financial statements 5.1 Cash and cash equivalents Balance as at Balance as at Item December 31, 2016 January 1, 2016 Cash on hand 2,974,883.16 1,349,587.20 Bank deposits 940,730,439.25 343,390,159.56 Other monetary funds 397,110,499.42 350,644,814.55 Total 1,340,815,821.83 695,384,561.31 Including: Total amount deposited abroad 197,496,287.50 60,170,773.67 Cash or cash equivalents being restricted for use due to mortgage, pledge or freezing, or being placed overseas with restrictions on fund repatriation as follows: Balance as at Balance as at Item December 31, 2016 January 1, 2016 Bank acceptance bills margin 140,689,860.21 46,497,936.83 Performance bond 255,913,019.19 64,202,294.79 Deposits for peasant laborers 507,620.02 1,532,920.07 Term deposits or call deposits for guarantee Notes to the Financial Statements Page 29 SINO GREAT WALL CO., LTD. NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2016 Balance as at Balance as at Item December 31, 2016 January 1, 2016 Funds placed overseas with restrictions on fund repatriation 405,652.81 Total 397,110,499.42 112,638,804.50 5.2 Financial assets measured at fair value through current profit and loss 5.2.1 Financial assets measured at fair value through current profit and loss Balance as at Balance as at Item December 31, 2016 January 1, 2016 Money market fund 1,102,961.04 Total 1,102,961.04 5.3 Notes receivable 5.3.1 Notes receivable by category Balance as at Balance as at Item December 31, 2016 January 1, 2016 Bank acceptance bills 21,300,446.44 4,040,251.87 Commercial acceptance bills 1,053,090,196.14 216,408,496.07 Total 1,074,390,642.58 220,448,747.94 5.3.2 Pledged notes receivable of the Company as at December 31, 2016 Pledged amount as at Item December 31, 2016 Bank acceptance draft - Commercial acceptance draft 98,645,997.87 Total 98,645,997.87 5.3.3 Notes receivable endorsed or discounted by the Company as at December 31, 2016 but not expired on the balance sheet date Amount of Amount derecognition as underecognized Item at December 31, as at December 2016 31, 2016 Bank acceptance draft 207,110,526.41 Commercial acceptance draft 345,762,089.05 Total 207,110,526.41 345,762,089.05 5.4 Accounts receivable 5.4.1 Disclosure of accounts receivable by category Balance as at December 31, 2016 Book balance Provision for bad debts Category Proportion Proportion of Book value Amount (%) Amount provision (%) Receivables that are individually significant but with provision for bad debts made on an individual basis Receivables subject to provisions for bad debts on credit risk characteristics basis 4,148,182,356.26 99.91 423,012,147.95 10.20 3,725,170,208.31 Receivables that are individually insignificant but with provision for bad debts made on an individual basis 3,844,309.34 0.09 3,844,309.34 100.00 - Total 4,152,026,665.60 100.00 426,856,457.29 10.28 3,725,170,208.31 Notes to the Financial Statements Page 30 SINO GREAT WALL CO., LTD. NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2016 (Continued) Balance as at January 1, 2016 Book balance Provision for bad debts Category Proportion Proportion of Book value Amount (%) Amount provision (%) Receivables that are individually significant but with provision for bad debts made on an individual basis Receivables subject to provisions for bad debts on credit risk characteristics basis 2,638,742,183.89 100.00 285,934,096.56 10.84 2,352,808,087.33 Receivables that are individually insignificant but with provision for bad debts made on an individual basis Total 2,638,742,183.89 100.00 285,934,096.56 10.84 2,352,808,087.33 In the portfolio, accounts receivable with the provision for bad debts made under the aging analysis method: Balance as at December 31, 2016 Aging Account Provision for Proportion of receivable bad debts provision (%) Within1 year 2,981,476,004.74 149,073,800.25 5.00 1-2 years 665,268,747.44 66,526,874.75 10.00 2-3 years 281,948,783.56 84,584,635.07 30.00 3-4 years 177,703,424.82 88,851,712.41 50.00 4-5 years 39,051,351.16 31,241,080.93 80.00 Over 5 years 2,734,044.54 2,734,044.54 100.00 Total 4,148,182,356.26 423,012,147.95 5.4.2 Provision, reversal or recovery of bad debts in 2016 The amount of the provision for bad debts in 2016 was RMB 127,789,717.16; the amount of increase in bad debts on a consolidated basis in 2016 was RMB 13,132,643.57; and no bad debts were recovered or reversed in 2016. 5.4.3 Accounts receivable actually written off in 2016 No accounts receivable were actually written off during the reporting period. 5.4.4 Top five of accounts receivable by the debtor Balance as at December 31, 2016 Proportion in the Name of company Provision for Account receivable total accounts bad debts receivable (%) China Harbour Engineering Company Ltd. 672,067,475.39 16.19 33,644,960.56 CHINA CENTRAL ASIA GROUP Co. Ltd 436,859,602.82 10.52 21,842,980.14 PowerChina Construction Group Ltd. 302,978,738.20 7.30 15,148,936.91 Oxley Diamond (Cambodia) Co., Ltd 282,328,914.30 6.80 14,116,445.72 Henan No.1 Thermal Power Construction Co., Ltd. 203,103,421.33 4.89 13,042,616.76 Total 1,897,338,152.04 45.70 97,795,940.09 Notes to the Financial Statements Page 31 SINO GREAT WALL CO., LTD. NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2016 5.4.5 Accounts receivable derecognized due to the transfer of financial assets Gains or losses Amount Method of financial assets Name of company Project on derecognized transfer derecognition Xiamen Jiayu Real Estate Xiamen Semi-hill Transfer of creditors’ Development Co., Ltd. Grand View B03 14,160,461.27 right (without recourse) 1,621,895.35 Apartments of Jinan Jinan Haier Green Town Property National Games Transfer of creditors’ Co., Ltd. Village 10,296,979.40 right (without recourse) 1,179,384.11 Building No. 1, Zhongda Square, Guangzhou Poly Pearl Transfer of creditors’ Poly Real Estate Group Co., Ltd River New Town 5,566,496.88 right (without recourse) 637,569.30 Qingdao Green Town Jiaozhou Bay Jiaozhou Bay Sheraton Transfer of creditors’ Real Estate Development Co., Ltd. Hotel 5,151,220.21 right (without recourse) 590,004.80 Dalian Aonan House Development Dalian Mingxiu Manor Transfer of creditors’ Co., Ltd. Type B House 4,695,452.00 right (without recourse) 537,802.52 Chaobai River Daweicheng Phase 2 Dachang Jingyu Real Estate Stone Curtain Wall Transfer of creditors’ Development Co., Ltd. Project 4,664,024.76 right (without recourse) 534,202.94 Dalian Red Star Dalian Zhengqian Property Co., Coastal Community Transfer of creditors’ Ltd. Project 4,237,549.39 right (without recourse) 485,355.77 Hohhot Daya Inner Mongolia Yitai Property Co., Comprehensive Transfer of creditors’ Ltd. Building 4,212,745.43 right (without recourse) 482,514.81 Panyu Poly Transfer of creditors’ Poly Real Estate Group Co., Ltd Champagne Mansion 4,191,403.58 right (without recourse) 480,070.38 Dalian Zhengqian Property Co., Transfer of creditors’ Ltd. Dalian Red Star Sea 2,474,061.00 right (without recourse) 283,371.28 Tangshan Hengrong Real Estate Transfer of creditors’ Development Co., Ltd. Tang City 101 2,105,541.40 right (without recourse) 241,162.19 Zhuhai Poly Golden Bay Project, No. 9 Poly (Zhuhai) Real Estate model building and Transfer of creditors’ Development Co., Ltd. model room in the hall 2,078,996.00 right (without recourse) 238,121.76 Inner Mongolia Transfer of creditors’ Chifeng Wanda Plaza Co., Ltd. Chifeng Wanda Hotel 1,437,783.42 right (without recourse) 164,679.26 Hangzhou Zhongtian Project Plot No. 25 Hangzhou Gemdale Zhongtian Real Block A High-rise Transfer of creditors’ Estate Development Co., Ltd. indoor decoration 1,199,168.80 right (without recourse) 137,349.07 Total 66,471,883.54 7,613,483.54 Note: On June 25, 2016, the Company and Dagang Financing Lease (Shanghai) Co., Ltd. signed an agreement on transfer of creditors’ right (No.: BLW-SZDG-2016002), according to which the Company transferred 14 items of accounts receivable of RMB66,471,883.54 to Dagang Financing Lease (Shanghai) Co., Ltd. at a transfer price of RMB 58,858,400.00 without recourse as agreed therein. The Company derecognized accounts receivable in 2016, and included the loss of RMB 7,613,483.54 on transfer in non-operating expenses. Notes to the Financial Statements Page 32 SINO GREAT WALL CO., LTD. NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2016 5.5 Advances to suppliers 5.5.1 Advances to suppliers by aging Balance as at December 31, 2016 Balance as at January 1, 2016 Aging Proportion Proportion Book balance Book balance (%) (%) Within 1 year 311,193,306.31 97.49 70,146,608.20 90.27 1-2 years 5,789,414.72 1.81 5,258,018.08 6.77 2-3 years 1,269,897.25 0.40 1,090,606.22 1.40 Over 3 years 954,180.35 0.30 1,212,335.88 1.56 Total 319,206,798.63 100.00 77,707,568.38 100.00 5.5.2 Top five advances by suppliers Proportion in the total Balance as at balance of advances to Supplier December 31, suppliers as at December 2016 31, 2016 (%) Qingyuan Hefeng New Energy Technology Co., Ltd. 165,000,000.00 51.69 Nanjing Zhongjian Chemical Equipment Manufacturing Co., Ltd. 40,676,756.76 12.74 Shenyang Zhaohuan Modern Architectural Industrial Park Co., Ltd. 4,639,008.00 1.45 GULFLIGHTSELECTRICALENGI NEERINGWLL 4,314,087.18 1.35 CSSC (Cambodia) Co., Ltd. 3,651,831.04 1.15 Total 218,281,682.98 68.38 5.6 Other receivables 5.6.1 Disclosure of other receivables by category: Balance as at December 31, 2016 Book balance Provision for bad debts Category Proportion Proportion of Book value Amount Amount (%) provision (%) Other receivables with individually significant amount and subject to separate provision for bad debts Other receivables with provision for bad debts accrued by credit risk features portfolio 709,527,391.05 99.93 58,515,258.14 8.25 651,012,132.91 Other receivables with individually insignificant amount but subject to individual provision for bad debts 500,000.00 0.07 500,000.00 100.00 Total 710,027,391.05 100.00 59,015,258.14 8.31 651,012,132.91 (Continued) Balance as at January 1, 2016 Book balance Provision for bad debts Category Proportion Proportion of Book value Amount (%) Amount provision (%) Other receivables with significant single amount and individual provision for bad debts Notes to the Financial Statements Page 33 SINO GREAT WALL CO., LTD. NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2016 Balance as at January 1, 2016 Book balance Provision for bad debts Category Proportion Proportion of Book value Amount (%) Amount provision (%) Other receivables with provision for bad debts accrued by portfolio with credit risk features 261,942,379.50 99.82 21,989,493.39 8.39 239,952,886.11 Other receivables with insignificant single amount and individual provision for bad debts 478,000.00 0.18 478,000.00 100 Total 262,420,379.50 100 22,467,493.39 8.56 239,952,886.11 Other receivables subject to provision for bad debts under aging analysis method: Balance as at December 31, 2016 Aging Provision for bad Proportion of Other receivables debts provision (%) Within 1 year 574,225,645.55 28,714,087.87 5.00 1-2 years 72,506,847.29 7,250,684.74 10.00 2-3 years 50,949,805.67 15,284,941.71 30.00 3-4 years 8,772,720.70 4,386,360.35 50.00 4-5 years 965,941.84 772,753.47 80.00 Over 5 years 2,106,430.00 2,106,430.00 100.00 Total 709,527,391.05 58,515,258.14 5.6.2 Provision, reversal or recovery of bad debts in 2016 The amount of the provision for bad debts in 2016 was RMB 35,012,661.40; the amount of increase in bad debts on a consolidated basis in 2016 was RMB 1,535,103.35; and no bad debts were recovered or reversed in 2016. 5.6.3 Other receivables actually written off in 2016 Item Written-off amount Actual write-off of other receivables 1,485,463.34 5.6.4 Classification of other receivables by the nature of payment Book balance as at Book balance as at Nature of Payment December 31, 2016 January 1, 2016 Bidding margins, performance bonds and deposits 366,310,322.14 168,213,515.22 Petty cash and current accounts between individuals 59,867,918.12 40,331,852.58 Current accounts among entities 282,984,039.72 53,815,203.95 Others 865,111.07 59,807.75 Total 710,027,391.05 262,420,379.50 5.6.5 Top five of other receivables by the debtor Proportion in total Provision for Balance as at balance of other bad debts Name of company Nature December 31, Aging receivables as at Balance as at 2016 December 31, December 31, 2016 (%) 2016 PowerChina Construction Current accounts Within 1 Group Ltd. among entities 259,423,663.63 year 36.54 12,971,183.18 Bidding margins, PT.WANXIANGNICKELIN performance bonds Within 1 DONESIA and deposits 68,000,000.00 year 9.58 3,400,000.00 Notes to the Financial Statements Page 34 SINO GREAT WALL CO., LTD. NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2016 Proportion in total Provision for Balance as at balance of other bad debts Name of company Nature December 31, Aging receivables as at Balance as at 2016 December 31, December 31, 2016 (%) 2016 Chengdu Qingyuan Real Bidding margins, Estate Development Co., performance bonds Within 1 Ltd. and deposits 30,000,000.00 year 4.23 1,500,000.00 Leading Group Office for Reconstruction and Extension Project of Jingfeng Hotel of the Bidding margins, General Logistics performance bonds Department of PLA and deposits 30,000,000.00 2-3 years 4.23 9,000,000.00 Bidding margins, Shenzhen Jinshawan Hotel performance bonds Within 1 Co., Ltd. and deposits 27,655,391.29 year 3.88 1,382,769.57 Total / 415,079,054.92 58.46 28,253,952.75 5.7 Inventories 5.7.1 Classification of inventories Balance as at December 31, 2016 Balance as at January 1, 2016 Item Provision for Provision for Book balance Book value Book balance Book value depreciation depreciation Raw materials 12,078,945.75 - 12,078,945.75 13,086,673.87 13,086,673.87 Stock commodities 43,492,877.62 1,404,765.68 42,088,111.94 7,538,609.26 1,352,585.08 6,186,024.18 Engineering construction 282,911,079.94 5,051,867.60 277,859,212.34 148,457,514.11 148,457,514.11 Goods in transit - - - 403,456.75 403,456.75 Goods in progress 668,934.23 - 668,934.23 Low-cost consumables 209,726.10 - 209,726.10 Total 339,361,563.64 6,456,633.28 332,904,930.36 169,486,253.99 1,352,585.08 168,133,668.91 Notes to the Financial Statements Page 35 SINO GREAT WALL CO., LTD. NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2016 5.7.2 Inventory provision Balance as at Increase in 2016 Decrease in 2016 Balance as at Item January 1, Reversal or December 31, Provision Others Others 2016 write-off 2016 Stock commodities 1,352,585.08 52,180.60 1,404,765.68 Engineering construction 5,051,867.60 5,051,867.60 Total 1,352,585.08 5,104,048.20 6,456,633.28 5.8 Non-current assets maturing within one year Item Balance as at December 31, 2016 Balance as at January 1, 2016 Long-term borrowings maturing within one year 13,462,942.89 15,717,270.60 Total 13,462,942.89 15,717,270.60 5.9 Other current assets Item Balance as at December 31, 2016 Balance as at January 1, 2016 Input tax 35,248,102.26 14,138,411.87 Income tax expenses prepaid 202,092.21 Total 35,450,194.47 14,138,411.87 5.10 Fixed assets 5.10.1 Fixed assets Electronic Buildings and Machinery Transportation Item equipment and Total constructions equipment equipment other equipment 1. Original book value (1) Balance as at January 1, 2016 10,193,831.80 15,124,117.90 27,339,595.16 5,372,383.58 58,029,928.44 (2) Increase in 2016 57,775,649.24 73,898,441.45 8,823,721.31 10,286,188.75 150,784,000.75 - Purchase 17,027,997.40 19,620,984.99 6,436,507.07 1,848,909.82 44,934,399.28 - Transfer of construction in progress 5,898,702.19 4,664,068.70 10,562,770.89 - Increase due to business combinations 34,848,949.65 45,459,977.76 2,387,214.24 8,424,278.93 91,120,420.58 - Others 4,153,410.00 13,000.00 4,166,410.00 (3) Decrease in 2016 7,768,106.00 - 952,895.00 8,721,001.00 - Disposal or write-off 3,614,696.00 939,895.00 4,554,591.00 - Others 4,153,410.00 13,000.00 4,166,410.00 Notes to the Financial Statements Page 36 SINO GREAT WALL CO., LTD. NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2016 Electronic Buildings and Machinery Transportation Item equipment and Total constructions equipment equipment other equipment (4) Balance as at December 31, 2016 67,969,481.04 81,254,453.35 36,163,316.47 14,705,677.33 200,092,928.19 2. Accumulated depreciation - - - - (1) Balance as at January 1, 2016 74,769.21 624,167.49 11,569,621.16 1,915,154.95 14,183,712.81 (2) Increase in 2016 15,053,031.73 33,414,280.49 4,895,747.20 8,483,410.78 61,846,470.20 - Provision 655,224.14 3,366,867.97 3,215,361.21 1,631,494.27 8,868,947.59 - Others 14,397,807.59 30,047,412.52 1,680,385.99 6,851,916.51 52,977,522.61 (3) Decrease in 2016 - 3,525,400.06 - 895,602.49 4,421,002.55 - Disposal or write-off 3,097,944.85 891,142.76 3,989,087.61 - Others 427,455.21 4,459.73 431,914.94 (4) Balance as at December 31, 2016 15,127,800.94 30,513,047.92 16,465,368.36 9,502,963.24 71,609,180.46 3. Provision for impairment - - - - (1) Balance as at January 1, 2016 - - - - - (2) Increase in 2016 - - - - - - Provision - - - - - - Others - - - - - (3) Decrease in 2016 - - - - - - Disposal or write-off - - - - - - Others - - - - - (4) Balance as at December 31, 2016 - - - - - 4. Book value - - - - (1) Book value as at December 31, 2016 52,841,680.10 50,741,405.43 19,697,948.11 5,202,714.09 128,483,747.74 (2) Book value as at January 1, 2016 10,119,062.59 14,499,950.41 15,769,974.00 3,457,228.63 43,846,215.63 5.10.2 Temporarily idle fixed assets There were no temporarily idle fixed assets in 2016. 5.10.3 Fixed assets with pending certificate of title Item Book value Reason for absence of certificate of title Suzhou factory 5,751,234.64 The relevant formalities are going through Notes to the Financial Statements Page 37 SINO GREAT WALL CO., LTD. NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2016 5.11 Construction in process 5.11.1 Construction in progress Balance as at December 31, 2016 Balance as at January 1, 2016 Item Provision for Provision for Book balance Book value Book balance Book value impairment impairment Suzhou Lvbang Plant 4,978,670.79 4,978,670.79 Kuwait tower cranes 5,038,257.45 5,038,257.45 Total 10,016,928.24 10,016,928.24 5.11.2 Changes in important construction in progress in 2016 Balance as Accumulated Including: Interest Balance as Transfer into Other Percentage Increase at capitalization Interest capitalization Sources of Project Budget at January fixed assets in decreases of in 2016 December amount of capitalized rate in 2016 funds 1, 2016 2016 in 2016 completion 31, 2016 interest in 2016 (%) Suzhou Lvbang Plant 6,478,670.79 4,978,670.79 920,031.40 5,898,702.19 100% Self-raised Kuwait tower cranes 5,298,257.45 5,038,257.45 202,074.12 4,664,068.70 576,262.87 100% Self-raised Total 11,776,928.24 10,016,928.24 1,122,105.52 10,562,770.89 576,262.87 5.12 Intangible assets 5.12.1 Intangible assets Item Land use right Software Total 1. Original book value (1) Balance as at January 1, 2016 7,714,044.00 2,395,059.29 10,109,103.29 (2) Increase in 2016 100,906,958.59 2,021,556.78 102,928,515.37 - Purchase 1,073,583.44 1,073,583.44 -Internal research and development - - - - Increase due to business combinations 100,906,958.59 947,973.34 101,854,931.93 (3) Decrease in 2016 - - - - Disposal - - - (4) Balance as at December 31, 2016 108,621,002.59 4,416,616.07 113,037,618.66 2. Accumulated amortization - - - (1) Balance as at January 1, 2016 181,202.41 660,154.55 841,356.96 (2) Increase in 2016 4,873,410.93 1,119,407.22 5,992,818.15 - Provision 354,160.54 755,571.31 1,109,731.85 - Increase due to business combinations 4,519,250.39 363,835.91 4,883,086.30 (3) Decrease in 2016 - Disposal (4) Balance as at December 31, 2016 5,054,613.34 1,779,561.77 6,834,175.11 3. Provision for impairment - - - Notes to the Financial Statements Page 38 SINO GREAT WALL CO., LTD. NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2016 Item Land use right Software Total (1) Balance as at January 1, 2016 - - - (2) Increase in 2016 - Provision (3) Decrease in 2016 - - - - Disposal - - - (4) Balance as at December 31, 2016 - - - 4. Book value - - - (1) Book value as at December 31, 2016 103,566,389.25 2,637,054.30 106,203,443.55 (2) Book value as at January 1, 2016 7,532,841.59 1,734,904.74 9,267,746.33 5.12.2 Land use right with pending certificate of title There was no land use right with pending certificate of title in 2016. 5.13 Goodwill 5.13.1 Original book value of goodwill Decrease in Balance as at Increase in 2016 2016 Balance as at Name of the investee or matters forming goodwill January 1, Formed from business December 31, 2016 2016 Disposal combinations Shenzhen Yatian Decoration Design Engineering Co., Ltd. 6,724,316.91 6,724,316.91 Wuhan Commercial Workers Hospital Co., Ltd. 27,257,314.49 27,257,314.49 Sino Great Wall Southwest Construction Engineering Co., Ltd. 17,948,978.53 17,948,978.53 Sino Great Wall Jianyee Engineering Co., Ltd. 6,943,534.86 6,943,534.86 Total 6,724,316.91 52,149,827.88 - 58,874,144.79 Remarks: 1. Natural person Pan Huan and the Company's wholly-owned subsidiary Sino Great Wall International Engineering Co., Ltd. signed an Equity Transfer Agreement on November 25, 2015. Pan Huan transferred 70% of his equities held in Shenzhen Yatian Decoration Design Engineering Co., Ltd. to Sino Great Wall International Engineering Co., Ltd.. After the transfer, the Company's wholly-owned subsidiary Sino Great Wall International Engineering Co., Ltd. held 70% of equities in Shenzhen Yatian Decoration Design Engineering Co., Ltd.. The price for the transfer of 70% of equities in Shenzhen Yatian Decoration Design Engineering Co., Ltd. by the Company's wholly-owned subsidiary Sino Great Wall International Engineering Co., Ltd. was RMB 4 million. The Company's wholly-owned subsidiary Sino Great Wall International Engineering Co., Ltd. takes November 25, 2015 as the acquisition date and total combination costs on the acquisition date are RMB 4 million. The difference between RMB-2,724,316.91, namely the fair value of identifiable net assets of 70% of the equities in Shenzhen Yatian Decoration Design Engineering Co., Ltd. acquired by the Company's wholly-owned subsidiary Sino Great Wall International Engineering Co., Ltd. on the acquisition date, and the combination costs was RMB 6,724,316.91, which should be included in goodwill. Notes to the Financial Statements Page 39 SINO GREAT WALL CO., LTD. NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2016 2. On May 1, 2016, Wuhan Shangzhi Hospital Co., Ltd. and its management shareholders signed a Contract on Equity Transfer and Asset Acquisition with the Company, specifying that Wuhan Shangzhi Hospital Co., Ltd. and its management shareholders transfer 100% of equities in Wuhan Shangzhi Hospital Co., Ltd. to the Company. After the equity transfer, the Company owned 100% of equities in Wuhan Commercial Workers Hospital Co., Ltd.. The consideration of the Company for 100% of equities transferred by Wuhan Commercial Workers Hospital Co., Ltd. was RMB 97 million. The Company took June 21, 2016 as the acquisition date. Total combination costs on the acquisition date were RMB 97 million. The difference between RMB 69,742,685.51, namely the fair value of identifiable net assets of 100% of the equities in Wuhan Shangzhi Hospital Co., Ltd. acquired by the Company on the acquisition date, and the combination costs was RMB 27,257,314.49, which should be included in goodwill. 3. Natural persons Ye Jiajun and Zhang Shizhong signed an Equity Transfer Agreement with the Company on July 27, 2016. Ye Jiajun and Zhang Shizhong transferred 100% of his equities held in Sichuan Dinghui Construction Co., Ltd. to Sino Great Wall International Engineering Co., Ltd.. After the transfer, the Company's wholly-owned subsidiary Sino Great Wall International Engineering Co., Ltd. held 100% of equities in Sichuan Dinghui Construction Co., Ltd.. The price made by the Company's wholly-owned subsidiary Sino Great Wall International Engineering Co., Ltd. for receiving 100% of equities in Sichuan Dinghui Construction Co., Ltd. was RMB 18 million. The Company took August 9, 2016 as the acquisition date. Total combination costs on the acquisition date were RMB 18 million. The difference between RMB 51,021.47, namely the fair value of identifiable net assets of 100% of the equities in Sichuan Dinghui Construction Co., Ltd. acquired by the Company, and the combination costs was RMB 17,948,978.53, which should be included in goodwill. After the acquisition, Sichuan Dinghui Construction Co., Ltd. was renamed Sino Great Wall Southwest Construction Engineering Co., Ltd.. 4. Sichuan Haoyao Constructional Engineering Co., Ltd. and its parent company Chengdu Ruihe Hongsheng Technology Co., Ltd. signed an Agreement on Increase in Capital and Share with the Company's wholly-owned subsidiary Sino Great Wall International Engineering Co., Ltd. on November 9, 2016. They transferred 60% of their equities held in Sichuan Haoyao Constructional Engineering Co., Ltd. to Sino Great Wall International Engineering Co., Ltd.. After the transfer, the Company's wholly-owned subsidiary Sino Great Wall International Engineering Co., Ltd. held 60% of equities in Sichuan Haoyao Constructional Engineering Co., Ltd.. The price made by the Company's wholly-owned subsidiary Sino Great Wall International Engineering Co., Ltd. for receiving 60% of equities in Sichuan Haoyao Constructional Engineering Co., Ltd. was RMB 90 million. The Company took November 11, 2016 as the acquisition date. Total combination costs on the acquisition date were RMB 90 million. The difference between RMB 83,056,465.14, namely the fair value of identifiable net assets of 60% of the equities in Sichuan Haoyao Constructional Engineering Co., Ltd. acquired by the Company on the acquisition date, and the combination costs was RMB 6,943,534.86, which should be included in goodwill. Notes to the Financial Statements Page 40 SINO GREAT WALL CO., LTD. FOR THE YEAR ENDED DECEMBER 31, 2016 NOTES TO THE FINANCIAL STATEMENTS 5.14 Long-term deferred expenses Balance as at Increase in Amortization in Balance as at Item Other decreases January 1, 2016 2016 2016 December 31, 2016 Renovation costs 14,879,816.11 2,567,004.36 5,418,620.60 - 12,028,199.87 Overseas guarantee fees 19,747,240.18 1,856,356.88 13,165,818.10 - 8,437,778.96 Subtotal 34,627,056.29 4,423,361.24 18,584,438.70 - 20,465,978.83 Less: long-term borrowings maturing within one year 15,717,270.60 13,462,942.89 Total 18,909,785.69 7,003,035.94 5.15 Deferred income tax assets and deferred income tax liabilities 5.15.1 Deferred income tax assets without offset Balance as at December 31, 2016 Balance as at January 1, 2016 Deductible Deductible Item Deferred tax Deferred tax temporary temporary assets assets differences differences Provision for asset impairment 484,110,666.81 74,623,400.23 308,401,589.95 46,440,178.39 Deductible losses 2,265,150.21 566,287.55 4,729,047.45 1,171,953.41 Inventory provision 6,456,633.28 1,108,971.56 1,352,585.08 338,146.27 Total 492,832,450.30 76,298,659.34 314,483,222.48 47,950,278.07 5.15.2 Deferred income tax liabilities without offset Balance as at December 31, 2016 Balance as at January 1, 2016 Taxable Deferred Taxable Deferred Item temporary income tax temporary income tax differences liabilities differences liabilities Gains from changes in fair value of financial assets measured at fair value through profit and loss 102,961.04 15,444.16 Value increment of assets due to combinations not under common control by evaluation 109,879,555.06 27,469,888.77 Total 109,879,555.06 27,469,888.77 102,961.04 15,444.16 5.15.3 Details of unrecognized deferred income tax assets Balance as at Balance as at Item December 31, 2016 January 1, 2016 Deductible temporary differences 1,761,048.62 Deductible losses 29,368,743.01 Total 31,129,791.63 5.16 Other non-current assets Balance as at Balance as at Item December 31, 2016 January 1, 2016 PPP project investment 48,960,000.00 Advances for purchase of long-term assets 67,942,258.30 95,353,390.28 Total 116,902,258.30 95,353,390.28 Notes to the Financial Statements Page 41 SINO GREAT WALL CO., LTD. FOR THE YEAR ENDED DECEMBER 31, 2016 NOTES TO THE FINANCIAL STATEMENTS 1. Details of equity investments of PPP project companies Registered Subscribed Increase Balance as at Shareho Balance as at capital contributions in 2016 Decrease December 31, Item lding January 1, (RMB (RMB (RMB in 2016 2016 (RMB ratio 2016 '0,000) '0,000) '0,000) '0,000) Luyi Shuguang Medical Industrial Investment and Construction Co., Ltd. 9,600.00 4,896.00 51.00% 4,896.00 4,896.00 Total 9,600.00 4,896.00 4,896.00 4,896.00 5.17 Short-term borrowings 5.17.1 Short-term borrowings Balance as at Balance as at Item December 31, 2016 January 1, 2016 Guaranteed borrowings 1,621,515,110.00 210,000,000.00 Commercial acceptance bills endorsed or discounted but not expired on the balance sheet date 344,543,247.59 15,408,496.07 Total 1,966,058,357.59 225,408,496.07 1. Notes to short-term borrowings: See Note 10.4 "Related-party transactions" for the related-party guarantee for short-term borrowings. 2. There were no outstanding short-term borrowings due as at December 31, 2016. 5.18 Notes payable Balance as at Balance as at Type December 31, 2016 January 1, 2016 Bank acceptance bill 397,450,000.00 143,410,167.17 Commercial acceptance bill 309,433,375.54 Total 706,883,375.54 143,410,167.17 Total notes payable due but unpaid as at December 31, 2016 were RMB 0.00. The amount of notes that will expire in next accounting period was RMB 706,883,375.54. 5.19 Accounts payable 5.19.1 Presentation of accounts payable: Balance as at Balance as at Item December 31, 2016 January 1, 2016 Payments for projects 1,295,611,654.20 1,331,950,114.27 Payments for purchase of long-term assets 7,923,625.18 669,840.50 Payment for purchase of medicines 10,413,710.87 Total 1,313,948,990.25 1,332,619,954.77 5.19.2 Significant accounts payable with aging over one year: Balance as at Reasons for failure of repayment or Item December 31, carry-forward 2016 Before the CUMMINSQATAR RMB 914,723.58 for those within 1 year settlement LLC 11,660,032.30 and RMB 10,745,308.72 within 1-2 years period Notes to the Financial Statements Page 42 SINO GREAT WALL CO., LTD. FOR THE YEAR ENDED DECEMBER 31, 2016 NOTES TO THE FINANCIAL STATEMENTS Balance as at Reasons for failure of repayment or Item December 31, carry-forward 2016 GULF REINFORCEMEN Before the T STEEL CO. RMB 658955.18 for those within 1 year settlement W.L.L 10,424,868.23 and RMB 9,765,913.05 within 1-2 years period Before the Rezayat Trading Co. settlement Limited 10,782,975.37 RMB 10,782,975.37 within 1-2 years period RMB 11,975,790.38 for those within 1 Before the CHHE GROUP year and RMB 12,588,011.67 within 1-2 settlement CO.,LTD 24,563,802.05 years period Total 57,431,677.95 / 5.20 Advances from customers 5.20.1 Presentation of advances from customers Balance as at Balance as at Item December 31, 2016 January 1, 2016 Payments for projects 572,743,695.28 64,963,842.60 Advances for medical services 1,040,377.30 Total 573,784,072.58 64,963,842.60 5.21 Employee compensation payable 5.21.1 Presentation of employee compensation payable Balance as at Balance as at Increase in Decrease in Item January 1, December 31, 2016 2016 2016 2016 Short-term compensation 11,696,032.04 337,653,647.65 331,711,930.27 17,637,749.42 Post-employment benefits - defined contribution plans 973,587.16 13,708,204.80 13,521,994.69 1,159,797.27 Total 12,669,619.20 351,361,852.45 345,233,924.96 18,797,546.69 5.21.2 Presentation of short-term compensation Balance as at Balance as at Increase in Decrease in Item January 1, December 31, 2016 2016 2016 2016 (1) Salaries, bonuses, allowances and subsidies 10,957,918.68 303,347,680.62 297,388,634.57 16,916,964.73 (2) Employee welfare - 14,636,878.07 14,636,878.07 - (3) Social insurance premiums 678,746.36 9,768,469.65 9,826,271.31 620,944.70 Including: medical insurance premiums 567,258.19 8,753,518.62 8,804,708.07 516,068.74 Work-related injury insurance premium 48,777.45 300,584.33 322,991.86 26,369.92 Maternity insurance premiums 62,710.72 714,366.70 698,571.38 78,506.04 (4) Housing provident funds 59,367.00 8,386,377.05 8,345,904.06 99,839.99 (5) Labor union funds and employee education funds - 1,514,242.26 1,514,242.26 - Total 11,696,032.04 337,653,647.65 331,711,930.27 17,637,749.42 5.21.3 Presentation of defined contribution plans Notes to the Financial Statements Page 43 SINO GREAT WALL CO., LTD. FOR THE YEAR ENDED DECEMBER 31, 2016 NOTES TO THE FINANCIAL STATEMENTS Balance as at Balance as at Increase in Decrease in Item January 1, December 31, 2016 2016 2016 2016 Basic endowment insurance premiums 928,655.00 13,138,845.28 12,936,675.43 1,130,824.85 Unemployment insurance premium 44,932.16 569,359.52 585,319.26 28,972.42 Total 973,587.16 13,708,204.80 13,521,994.69 1,159,797.27 5.22 Taxes and surcharges payable Balance as at Balance as at Taxes and surcharges December 31, 2016 January 1, 2016 Value-added tax 12,062,605.90 367,314.45 Business tax 83,297,969.10 99,853,626.46 Enterprise income tax 207,849,865.19 172,280,720.23 Individual income tax 1,515,889.41 545,880.47 Urban maintenance and construction tax 4,725,964.11 6,413,578.69 Education surtax 3,694,729.45 5,106,621.62 Stamp tax and other taxes 336,646.62 258,548.19 Total 313,483,669.78 284,826,290.11 5.23 Interest payable Balance as at Balance as at Item December 31, 2016 January 1, 2016 Interest payable on short-term borrowings 4,710,255.00 330,945.21 Interest payable on long-term borrowings 1,718,238.55 197,024.05 Total 6,428,493.55 527,969.26 5.24 Other payables 5.24.1 Other payables by nature Balance as at Balance as at Item December 31, 2016 January 1, 2016 Bidding margins, performance bonds and deposits 26,582,761.45 19,625,824.93 Current accounts between individuals and withholding payables 45,650,286.49 42,269,479.45 Lendings to shareholders - 523,963,781.16 Current accounts between entities 136,613,997.74 49,313,976.16 Others 1,067,929.33 27,914.90 Payments for subscribing shares issued privately 12,500,000.00 Total 222,414,975.01 635,200,976.60 5.24.2 Other significant payables with aging over one year Reasons for failure Balance as at Item of repayment or December 31, 2016 carry-forward Shenzhen Qunguangshun Construction Labor Co., Ltd. 31,500,000.00 Unexpired yet Total 31,500,000.00 Notes to the Financial Statements Page 44 SINO GREAT WALL CO., LTD. FOR THE YEAR ENDED DECEMBER 31, 2016 NOTES TO THE FINANCIAL STATEMENTS 5.25 Non-current liabilities maturing within one year Balance as at Balance as at Item December 31, 2016 January 1, 2016 Long-term borrowings maturing within one year 175,958,998.04 7,135,752.00 Total 175,958,998.04 7,135,752.00 5.26 Other current liabilities Balance as at Balance as at Item December 31, 2016 January 1, 2016 Output tax to be carried forward 30,382,980.72 Total 30,382,980.72 5.27 Long-term borrowings 5.27.1 Classification of long-term borrowings Balance as at Balance as at Item December 31, 2016 January 1, 2016 Pledged borrowings 500,000,000.00 19,480,800.00 Mortgage borrowings 3,175,860.22 10,659,849.14 Guaranteed borrowings 283,683,018.60 Total 786,858,878.82 30,140,649.14 5.28 Estimated liabilities Balance as at Balance as at Item Reasons for the formation December 31, 2016 January 1, 2016 Provision for pending Pending litigation 13,225,861.70 litigation of the Company Total 13,225,861.70 / 5.29 Share capital Increase/Decrease in 2016 Balance as at Balance as at Issuance Reserves Item January 1, Bonus December 31, of new transferred to Others Subtotal 2016 shares 2016 shares share capital Total amount of shares 446,906,582.00 1,251,338,429.00 1,251,338,429.00 1,698,245,011.00 5.30 Capital reserve Balance as at Balance as at Item Increase in 2016 Decrease in 2016 January 1, 2016 December 31, 2016 Capital premium (share premium) 394,052,904.72 1,251,338,429.00 -857,285,524.28 Other capital reserves -444,420,766.94 2,356,589.48 -442,064,177.46 Total -50,367,862.22 2,356,589.48 1,251,338,429.00 -1,299,349,701.74 Remark: Increase in other capital reserves of RMB 2,356,589.48 in 2016 was capital reserves increased due to accounting of interest of borrowings of the controlling shareholders and associated natural persons to the Company according to the equity transactions; The capital reserves conversed into share capital of RMB 1,251,338,429.00 in 2016 were the decrease of capital reserves in 2016. 5.31 Special reserve Balance as at Balance as at Item Increase in 2016 Decrease in 2016 January 1, 2016 December 31, 2016 Work safety costs 46,014,941.54 56,095,547.05 36,422,620.45 65,687,868.14 Total 46,014,941.54 56,095,547.05 36,422,620.45 65,687,868.14 Notes to the Financial Statements Page 45 SINO GREAT WALL CO., LTD. FOR THE YEAR ENDED DECEMBER 31, 2016 NOTES TO THE FINANCIAL STATEMENTS 5.32 Surplus reserve Balance as at Balance as at Item Increase in 2016 Decrease in 2016 January 1, 2016 December 31, 2016 Statutory surplus reserves 84,394,441.23 84,394,441.23 Total 84,394,441.23 84,394,441.23 5.33 Undistributed profits Item Year 2016 Year 2015 Undistributed profits as at the end of last period before adjustment 755,308,636.19 443,707,019.71 Adjustment to total undistributed profits at the beginning of the year ("+" for increase and "-" for decrease) Undistributed profits at the beginning of the year after adjustment 755,308,636.19 443,707,019.71 Plus: net profit attributable to owners of the parent company in the year 473,661,862.67 346,648,651.48 Less: withdrawal of statutory surplus reserves 35,047,035.00 Others Undistributed profits at the end of the year 1,228,970,498.86 755,308,636.19 5.34 Operating income and operating cost Amount in 2016 Amount in 2015 Item Income Cost Income Cost Primary business 4,662,402,374.17 3,459,377,744.66 4,010,300,741.19 3,165,027,185.66 Other business 2,596,743.00 - 58,258.39 Total 4,664,999,117.17 3,459,377,744.66 4,010,358,999.58 3,165,027,185.66 5.35 Business taxes and surcharges Item Amount in 2016 Amount in 2015 Business tax 8,128,747.41 71,137,330.61 Urban maintenance and construction tax 597,022.91 4,552,568.01 Education surtax 478,975.13 3,795,770.42 Other taxes 446,784.01 Total 9,651,529.46 79,485,669.04 5.36 Selling expenses Item Amount in 2016 Amount in 2015 Employee compensation 6,623,108.93 7,480,826.85 Travel expenses 934,104.49 1,055,919.35 Entertainment expenses 469,366.01 898,779.78 Advertising and promotion expenses 2,675.00 155,680.00 Engineering maintenance fees 17,911,593.82 1,431,742.98 Others 4,377,840.02 2,663,223.14 Total 30,318,688.27 13,686,172.10 Notes to the Financial Statements Page 46 SINO GREAT WALL CO., LTD. FOR THE YEAR ENDED DECEMBER 31, 2016 NOTES TO THE FINANCIAL STATEMENTS 5.37 General and administrative expenses Item Amount in 2016 Amount in 2015 Employee compensation 127,039,183.19 87,117,818.35 Office costs 9,544,489.51 6,241,300.07 Rental fees 19,084,430.19 12,393,307.35 Travel expenses 12,096,343.79 5,350,149.45 Entertainment expenses 9,828,496.48 6,462,222.69 Depreciation of fixed assets 6,848,917.76 2,339,244.07 Vehicle costs 2,871,639.42 2,586,923.27 Amortization of long-term deferred expenses 4,308,529.48 4,844,357.87 Consulting fees 79,559,745.78 10,069,218.74 Conference expenses 156,486.46 136,778.15 Others 42,592,471.50 17,021,007.85 Total 313,930,733.56 154,562,327.86 5.38 Financial expenses Category Amount in 2016 Amount in 2015 Interest expenses 130,325,289.46 45,919,707.78 Less: Interest income 3,936,374.12 1,654,394.40 Gains or losses on exchange -75,709,807.87 -7,285,087.59 Discount interest 19,445,217.45 4,863,792.26 Handling charges and others 57,312,903.03 13,022,383.97 Total 127,437,227.95 54,866,402.02 5.39 Losses from asset impairment Item Amount in 2016 Amount in 2015 Losses on bad debts 164,907,841.91 109,984,519.09 Losses on inventory depreciation 5,104,048.20 1,352,585.08 Total 170,011,890.11 111,337,104.17 5.40 Gains from changes in fair value Source of the gains from changes in fair value Amount in 2016 Amount in 2015 Financial assets measured at fair value through current profit and loss 42,553.26 Total 42,553.26 5.41 Investment income Item Amount in 2016 Amount in 2015 Income from long-term equity investments accounted for under equity method - Investment income from disposal of long-term equity investments - Investment income received from financial assets measured at fair value through current profit and loss during the holding period - Investment income received from disposal of financial assets measured at fair value through current profit and loss 13,448.02 Investment income from held-to-maturity investments during the holding period - Investment income of available-for-sale financial assets during the holding period - Notes to the Financial Statements Page 47 SINO GREAT WALL CO., LTD. FOR THE YEAR ENDED DECEMBER 31, 2016 NOTES TO THE FINANCIAL STATEMENTS Item Amount in 2016 Amount in 2015 Investment income from disposal of available-for-sale financial assets - Gains and losses arising from re-measurement of the remaining equities at the fair value after the loss of the control - Others 2,212,902.95 Total 2,226,350.97 5.42 Non-operating income Amount included in Item Amount in 2016 Amount in 2015 non-recurring gains and losses in 2016 Total gains from disposal of non-current assets 4,455.00 Including: gains from disposal of fixed assets 4,455.00 Government grants 108,121.33 342,246.00 108,121.33 Others 26,318,921.53 34,032.08 26,318,921.53 Total 26,427,042.86 380,733.08 26,427,042.86 Government subsidies included in current profit and loss Item Amount in 2016 Amount in 2015 Related to assets/income Rewards for headquarter-mode enterprises that have made investments in Tongzhou 72,365.00 342,246.00 Related to income Post subsidy 35,756.33 Related to income Total 108,121.33 342,246.00 / 5.43 Non-operating expenses Amount included in Item Amount in 2016 Amount in 2015 non-recurring gains and losses in 2016 Total losses from disposal of non-current assets 564,833.40 85,567.15 564,833.40 Including: losses on disposal of fixed assets 564,833.40 85,567.15 564,833.40 Foreign donations Others 21,022,106.88 939,828.42 21,022,106.88 Total 21,586,940.28 1,025,395.57 21,586,940.28 5.44 Income tax expenses 5.44.1 Statement of income tax expenses Item Amount in 2016 Amount in 2015 Current income tax expenses 115,052,974.76 82,948,121.72 Deferred income tax expenses -25,808,113.01 1,740,767.09 Total 89,244,861.75 84,688,888.81 5.44.2 Adjustment process of accounting profits and income tax expenses Item Amount in 2016 Total profit 561,337,756.70 Income tax expenses calculated at the statutory [or applicable] tax rate 140,334,439.18 Effect of different tax rate applicable to subsidiaries 1,009,583.31 Effect of adjustment on income tax in previous periods Effect of tax-exempt income Effect of non-deductible costs, expenses and losses 42,837,964.72 Notes to the Financial Statements Page 48 SINO GREAT WALL CO., LTD. FOR THE YEAR ENDED DECEMBER 31, 2016 NOTES TO THE FINANCIAL STATEMENTS Item Amount in 2016 Effect of deductible losses from using deferred income tax assets unrecognized in previous periods Effect of deductible temporary differences or deductible losses from deferred income tax assets unrecognized in the current period 7,242,029.39 Income tax expenses 89,244,861.75 5.45 Items in the statement of cash flows 5.45.1 Cash received from other operating activities Item Amount in 2016 Amount in 2015 Interest income 3,936,374.12 1,654,394.40 Margin, deposit and other current accounts 1,814,618,138.18 1,372,680,802.86 Government grants 108,121.33 342,246.00 Total 1,818,662,633.63 1,374,677,443.26 5.45.2 Cash paid for other operating activities Item Amount in 2016 Amount in 2015 Handling charges 15,515,853.49 17,871,746.12 Margin and deposit expenses 117,417,474.74 65,681,623.08 Selling expenses 23,695,579.34 5,708,228.19 General and administrative expenses 175,125,500.48 58,197,102.84 Current accounts 2,657,532,011.53 1,490,471,903.13 Total 2,989,286,419.58 1,637,930,603.36 5.45.3 Cash received from other investing activities Item Amount in 2016 Amount in 2015 Individual financing funds received 162,855,000.00 779,900,000.00 Non-public deposits 12,500,000.00 Total 175,355,000.00 779,900,000.00 5.45.4 Cash paid for other financing activities Item Amount in 2016 Amount in 2015 Note margin - 46,903,589.64 Individual financing funds 530,980,295.84 328,378,111.24 Trust deposits 2,000,000.00 Financing fees 22,800,000.00 Total 555,780,295.84 375,281,700.88 5.46 Supplementary information to the statement of cash flows 5.46.1 Supplementary information to the statement of cash flows Supplementary information Year 2016 Year 2015 1. Net profit adjusted to cash flows from operating activities Net profit 472,092,894.95 346,103,140.68 Plus: provision for asset impairment 170,011,890.11 111,337,104.17 Depreciation of fixed assets and others 8,868,947.59 3,522,849.96 Amortization of intangible assets 1,109,731.85 627,434.01 Amortization of long-term deferred expenses 18,584,438.70 12,313,310.96 Losses on disposal of fixed assets, intangible assets and other long-term assets ("-" for gains) 564,833.40 81,112.15 Notes to the Financial Statements Page 49 SINO GREAT WALL CO., LTD. FOR THE YEAR ENDED DECEMBER 31, 2016 NOTES TO THE FINANCIAL STATEMENTS Supplementary information Year 2016 Year 2015 Losses on write-off of fixed assets (“-” for gains) Losses from changes in fair value ("-" for gains) -42,553.26 Financial expenses ("-" for gains) 136,256,259.56 38,634,620.19 Investment loss ("-" for gains) 2,226,350.97 - Decreases in deferred income tax assets ("-" for increases) 1,646,331.60 1,741,109.30 Increases in deferred income tax liabilities ("-" for decreases) -27,454,444.61 -342.21 Decreases in inventories ("-" for increases) -148,243,275.45 -134,526,054.06 Decreases in operating receivables (“-” for increases) -2,878,862,492.67 -867,621,315.78 Decreases in operating payables ("-" for decreases) 555,322,720.06 195,778,326.80 Others Net cash flows from operating activities -1,687,875,813.94 -292,051,257.08 2. Significant investing and financing activities not involving cash inflows and outflows Conversion of debt into capital Convertible corporate bonds due within one year Fixed assets acquired under financial lease 3. Net change in cash and cash equivalents Ending balance of cash 943,705,322.41 582,745,756.81 Less: Beginning balance of cash 582,745,756.81 243,759,954.90 Plus: Ending balance of cash equivalents Less: Beginning balance of cash equivalents Net increase in cash and cash equivalents 360,959,565.60 338,985,801.91 5.46.2 Net cash paid for acquisition of subsidiaries in 2016 Amount Cash or cash equivalents paid in 2016 for business combinations incurred in 2016 110,000,000.00 Less: cash and cash equivalents held by subsidiaries on the acquisition date 67,532,263.39 Plus: Cash or cash equivalents paid in 2016 for business combinations in previous periods Net cash paid for acquisition of subsidiaries 42,467,736.61 5.46.3 Breakdowns of cash and cash equivalents Balance as at Balance as at Item December 31, 2016 January 1, 2016 I. Cash 943,705,322.41 582,745,756.81 Including: cash on hand 2,974,883.16 1,349,587.20 Unrestricted bank deposit 940,730,439.25 343,390,159.56 Other unrestricted monetary funds 238,006,010.05 II. Cash equivalents III. Balance of cash and cash equivalents as at December 31, 2016 943,705,322.41 582,745,756.81 Including: cash and cash restricted for Notes to the Financial Statements Page 50 SINO GREAT WALL CO., LTD. FOR THE YEAR ENDED DECEMBER 31, 2016 NOTES TO THE FINANCIAL STATEMENTS Balance as at Balance as at Item December 31, 2016 January 1, 2016 use by the parent company or subsidiaries within the group 5.47 Restricted assets Book value as at Item -Reason for restriction December 31, 2016 Cash and cash equivalents 397,110,499.42 Deposits Notes receivable 98,645,997.87 Pledge Balance of accounts receivables 1,509,610,147.37 Pledge Total 2,005,366,644.66 5.48 Monetary items in foreign currency 5.48.1 Monetary items in foreign currency Balance in foreign RMB balance Exchange Item currency as at translated as at rate December 31, 2016 December 31, 2016 Cash and cash equivalents 1,088,130,877.82 Including: USD 154,220,972.45 6.9370 1,069,830,885.89 GBP 1,000.00 8.5094 8,509.40 HKD 1,525,578.86 0.8945 1,364,645.55 QAR 82,452.21 1.9051 157,078.79 THB 50,000.00 0.1937 9,684.67 INR 292,646,802.97 0.0463 13,552,008.49 PHP 122,867.99 0.1402 17,224.11 MYR 284,472.84 1.5527 441,686.76 KWD 116,796.90 22.6588 2,646,480.79 BUK 1,590,000.00 0.0051 8,109.00 MOP 108,932.37 0.8681 94,564.37 Accounts receivable 2,062,888,319.06 Including: USD 109,812,714.10 6.9370 761,770,797.71 QAR 159,572,978.97 1.9051 304,000,701.70 INR 1,149,337,736.29 0.0463 53,224,004.52 PHP - 0.1402 - MYR 42,494,611.37 1.5527 65,979,258.34 MOP 1,362,817.67 0.8681 1,183,064.22 DZD 24,867,193.21 0.0626 1,557,808.06 KWD 38,623,917.74 22.6588 875,172,684.51 Advances to suppliers 96,686,246.86 Including: USD 2,587,704.72 6.9370 17,950,907.64 QAR 21,321,042.22 1.9051 40,618,479.63 INR 8,026,046.66 0.0463 371,673.47 KWD 1,665,804.92 22.6588 37,745,186.12 Other receivables 148,838,337.87 Including: USD 13,048,500.31 6.9370 90,517,446.65 HKD 15,150.00 0.8945 13,551.83 MOP - 0.8681 - INR 25,540,450.43 0.0463 1,182,737.68 MYR 462,804.74 1.5527 718,573.78 PHP 116,997.00 0.1402 16,401.10 Notes to the Financial Statements Page 51 SINO GREAT WALL CO., LTD. FOR THE YEAR ENDED DECEMBER 31, 2016 NOTES TO THE FINANCIAL STATEMENTS Balance in foreign RMB balance Exchange Item currency as at translated as at rate December 31, 2016 December 31, 2016 QAR 15,675,667.09 1.9051 29,863,538.46 THB 1,022,031.04 0.1937 197,960.61 KWD 1,149,993.31 22.6588 26,057,499.89 DZD 3,361,846.96 0.0626 210,603.27 BUK 11,841,381.00 0.0051 60,024.60 Accounts payable 615,773,811.43 Including: USD 42,867,884.62 6.9370 297,374,515.61 QAR 51,783,417.59 1.9051 98,652,011.05 INR 364,688,798.76 0.0463 16,888,158.86 PHP 44,130.43 0.1402 6,186.38 MYR 16,300,996.89 1.5527 25,309,742.82 KWD 7,536,594.55 22.6588 170,770,394.88 BUK 1,336,107,728.00 0.0051 6,772,801.83 Advances from customers 31,893,381.65 Including: USD 1,524,015.00 6.9370 10,572,092.06 EUR 1,998,722.68 7.3068 14,604,266.88 HKD - 0.8945 - DZD 107,223,416.22 0.0626 6,717,022.71 Other payables 80,390,994.02 Including: USD 10,134,042.51 6.9370 70,299,852.89 HKD - 0.8945 - QAR 500,339.30 1.9051 953,190.82 INR 42,167,275.30 0.0463 1,952,699.52 PHP 8,447.15 0.1402 1,184.15 DZD 126,262.63 0.0626 7,909.74 KWD 316,704.69 22.6588 7,176,156.90 Notes to the Financial Statements Page 52 SINO GREAT WALL CO., LTD. FOR THE YEAR ENDED DECEMBER 31, 2016 NOTES TO THE FINANCIAL STATEMENTS 6. Changes in the scope of consolidation 6.1 Business combinations not under common control 6.1.1 Business combinations not under common control in 2016 Revenue of the Net profit of the Costs for Proportion of Method of Recognition acquiree from the acquiree from the Timing of acquisition Acquiree acquisition of equities acquired acquisition of Acquisition date basis of the acquisition date to acquisition date of equities equities (%) equities acquisition date December 31, to December 31, 2016 2016 Wuhan Commercial Workers Hospital Acquisition of Co., Ltd. June 21, 2016 97,000,000.00 100 Acquisition June 21, 2016 control 82,027,233.44 3,120,181.28 Sino Great Wall Southwest Acquisition of Construction Engineering Co., Ltd. August 9, 2016 18,000,000.00 100 Acquisition August 9, 2016 control 14,967,733.16 426,158.33 Sino Great Wall Jianyee Engineering Increase in capital Acquisition of Co., Ltd. November 11, 2016 90,000,000.00 60 and share November 11, 2016 control 102,593,058.61 541,256.23 6.1.2 Combination cost and goodwill Wuhan Sino Great Wall Sino Great Wall Commercial Southwest Construction Jianyee Engineering Workers Hospital Engineering Co., Ltd. Co., Ltd. Co., Ltd. Combination cost - Cash 97,000,000.00 18,000,000.00 90,000,000.00 - Fair value of non-cash assets - - - -Fair value of liabilities issued or assumed - - - -Fair value of equity securities issued - - - -Fair value of contingent consideration - - - - Fair value of equities held before the acquisition date on the acquisition date - - - - Others - - - Total combination costs 97,000,000.00 18,000,000.00 90,000,000.00 Less: share of fair value of identifiable net assets acquired 69,742,685.51 51,021.47 83,056,465.14 Amount of goodwill/combination cost less than the share of fair value of identifiable net assets acquired 27,257,314.49 17,948,978.53 6,943,534.86 Notes to the Financial Statements Page 53 SINO GREAT WALL CO., LTD. FOR THE YEAR ENDED DECEMBER 31, 2016 NOTES TO THE FINANCIAL STATEMENTS 6.1.3 Identifiable assets and liabilities of the acquiree on the acquisition date (Unit: RMB '0,000) Sino Great Wall Southwest Wuhan Commercial Sino Great Wall Jianyee Construction Engineering Workers Hospital Co., Ltd. Engineering Co., Ltd. Co., Ltd. Fair value Book value Fair value on Book value Fair value on Book value on the on the the on the the on the acquisition acquisition acquisition acquisition acquisition acquisition date date date date date date Current assets 17,101.91 17,101.91 404.21 387.62 29,475.62 27,984.18 Non-current assets 14,056.60 2,552.97 4.15 307.19 679.46 Total assets: 31,158.51 19,654.88 404.21 391.77 29,782.81 28,663.64 Current liabilities 21,308.34 21,308.34 377.34 377.34 24,150.98 24,150.98 non-current liabilities - - Total liabilities: 21,308.34 21,308.34 377.34 377.34 24,150.98 24,150.98 Net asset 9,850.17 -1,653.46 26.87 14.43 5,631.83 4,512.66 Less: minority equity - - 2,252.73 1,805.06 Net asset acquired 9,850.17 -1,653.46 26.87 14.43 3,379.10 2,707.60 Notes to the Financial Statements Page 54 SINO GREAT WALL CO., LTD. FOR THE YEAR ENDED DECEMBER 31, 2016 NOTES TO THE FINANCIAL STATEMENTS 6.2 Changes in the scope of consolidation for other reasons 1. The Company established a wholly-owned subsidiary in 2016 - SINO GREAT WALL INTERNETIONAL ENGINEERING (CNMI) CO., LLC with registered capital of USD 1 million. 2. The Company established a wholly-owned subsidiary in 2016 - Sino Great Wall (Beijing) Investment Management Co., Ltd. with registered capital of RMB 100 million. 3. The Company established a holding subsidiary in 2016 - Sino Great Wall Real Estate (Hubei) Co., Ltd. with the shareholding ratio of 80% and the registered capital of RMB 100 million. 4. The Company established a holding subsidiary in 2016 - Sino Great Wall Development (Hengqin) Co., Ltd. with the shareholding ratio of 85% and the registered capital of RMB 50 million. 5. The Company established a holding subsidiary in 2016 - PT.SINO GREAT WALL INVESTMENT INDONESIA with the shareholding ratio of 99.9% and the registered capital of IDR 520 billion. 6. The Company established a holding subsidiary in 2016 - PT.SINO GREAT WALL CONSTRUCTION INDONESIA with the shareholding ratio of 67% and the registered capital of IDR 150 billion. 7. The Company established a holding subsidiary in 2016 - SINO GREAT WALL INTERNETIONAL ENGINEERING (MM) CO., LTD with the shareholding ratio of 80% and the registered capital of USD 10 million. 8. The Company established a wholly-owned subsidiary in 2016 - Sino Great Wall New Energy (Beijing) Co., Ltd. with registered capital of RMB 30 million. 9. The Company canceled a holding subsidiary in 2016 - Sino Heji Environmental Protection Materials Co., Ltd. 7. Equity in other entities 7.1 Equity in subsidiaries 7.1.1 Structure of the enterprise group Principal place Registered Nature of Shareholding ratio (%) Way of Name of subsidiaries of business place business Directly Indirectly acquisition Sino Great Wall Medical Investment Management Co., Medical Establishmen Ltd. Beijing Beijing investment 100 t Investment management, Sino Great Wall Infrastructure import and Establishmen Investment Co., Ltd. Beijing Beijing export 100 t Wuhan Commercial Workers Hospital Co., Ltd. Wuhan Wuhan Health care 100 Acquisition Sino Great Wall International Engineering Co., Ltd. Beijing Beijing Decoration 100 Acquisition Sino Great Wall Jianyee Engineering Co., Ltd. (formerly known as Sichuan Haoyao Constructional Engineering Co., Ltd.) Chengdu Chengdu Construction 60 Acquisition Notes to the Financial Statements Page 55 SINO GREAT WALL CO., LTD. FOR THE YEAR ENDED DECEMBER 31, 2016 NOTES TO THE FINANCIAL STATEMENTS Principal place Registered Nature of Shareholding ratio (%) Way of Name of subsidiaries of business place business Directly Indirectly acquisition Investment and property management; Sino Great Wall (Beijing) economy and Investment Fund Management trade Establishmen Co., Ltd. Beijing Beijing consulting 100 t Sino Great Wall Real Estate Real estate Establishmen (Hubei) Co., Ltd. Wuhan Wuhan development 80 t Sino Great Wall New Energy New energy Establishmen (Beijing) Co., Ltd. Beijing Beijing technology 100 t Solar Qian'an Sino Solar Power photovoltaic Establishmen Generation Co., Ltd. Qian'an Qian'an power station 100 t Solar photovoltaic Wu'an Juhe Photovoltaic Power power Establishmen Generation Co., Ltd. Wu'an Wu'an generation 100 t Bozhou Guangcheng New Solar power Establishmen Energy Co., Ltd. Bozhou Bozhou generation 100 t Bozhou Zhaosheng Agricultural Establishmen Technology Co., Ltd. Bozhou Bozhou Agriculture 100 t Bozhou Xieying Solar Power Solar power Establishmen Generation Co., Ltd. Bozhou Bozhou generation 100 t Shanghai Ling Rui International Establishmen Trade Company Limited Shanghai Shanghai Trade 100 t Investment, research and development and sales, trade as well Shenzhen Hongtulve Industrial as import and Establishmen Co., Ltd. Shenzhen Shenzhen export 100 t Sino Great Wall Development Design and Establishmen (Hengqin) Co., Ltd. Zhuhai Hengqin construction 85 t Commercial activities SINO GREAT WALL (USA). The United The United allowed by Establishmen INC States States law 100 t Herabenna Interior Design Establishmen Guangzhou Co., Ltd. Guangzhou Guangzhou Design 100 t Mechanical and electrical engineering, scientific research, trade and Inrich Me Engineering Co., investment Establishmen Limited Hong Kong Hong Kong consulting 100 t Sino Great Wall Southwest Construction Engineering Co., Ltd. (formerly known as Sichuan Dinghui Construction Co., Ltd.) Chengdu Chengdu Construction 100 Acquisition PT.SINO GREAT WALL Real estate or Establishmen INVESTMENT INDONESIA Indonesia Indonesia lease 99.9 t PT.SINO GREAT WALL Establishmen CONSTRUCTION INDONESIA Indonesia Indonesia Construction 67 t Notes to the Financial Statements Page 56 SINO GREAT WALL CO., LTD. FOR THE YEAR ENDED DECEMBER 31, 2016 NOTES TO THE FINANCIAL STATEMENTS Principal place Registered Nature of Shareholding ratio (%) Way of Name of subsidiaries of business place business Directly Indirectly acquisition SINO GREAT WALL INTERNETIONAL ENGINEERING(CNMI)CO.,LL Design and Establishmen C Saipan Saipan construction 100 t Shenzhen Yatian Decoration Design and Design Engineering Co., Ltd. Shenzhen Shenzhen construction 70 Acquisition Sino Great Wall International Engineering (MACAU) Co., Design and Establishmen Limited Macao Macao construction 96 4 t Construction, design, trade and Sino Great Wall Group Co., investment Establishmen Limited Hong Kong Hong Kong consulting 100 t SGW HP EngineeringConstructionSDN.B Design and Establishmen HD Malaysia Malaysia construction 100 t Building SINO GREAT WALL construction (PHILIPPINES) and import INTERNATIONAL and export Establishmen CORPORITION Philippines Philippines trade 100 t Beijing Sino Great Wall Design and Establishmen Decoration Design Co., Ltd. Beijing Beijing consulting 100 t Suzhou Lvbang Wood Production Establishmen Technology Co., Ltd. Suzhou Suzhou and sales 100 t Sino Heji Environmental Production Establishmen Protection Materials Co., Ltd. Heji Heji and sales 80 t SINO GREAT WALL INTERNETIONAL Design and Establishmen ENGINEERING(MM)CO.,LTD Myanmar Myanmar construction 80 t Sino Great Wall International Establishmen Engineering (Thailand) Co., Ltd. Thailand Thailand 48.998 t 8. Risks associated with financial instruments The Company faces various financial risks in the process of operation: credit risks, market risks and liquidity risks. The Board of Directors of the Company shall be fully responsible for determining risk management objectives and policies and bearing the ultimate liabilities for that. However, the Board of Directors has authorized the management to design and implement the process that can ensure the effective implementation of the risk management objectives and policies. The Board of Directors reviews the effectiveness of the enforced procedures and the rationality of risk management objectives and policies through monthly reports submitted by the management. Internal auditors of the Company will also audit risk management policies and procedures and report the relevant findings to the audit committee. Overall objective of risk management of the Company is to formulate risk management policies to minimize risks without undue prejudice to the Company's competitiveness and resilience. 8.1 Credit risk Credit risk refers to a risk of financial losses suffered by one party of financial instruments due to the failure of the other party to fulfill obligations. The Company mainly faces customer credit risks caused by sales on account. Prior to the conclusion of a new contract, the Company will evaluate the credit risk of the new customer, including external credit rating and bank reference letter under some circumstances if the relevant information is available. The Company sets a credit limit for each customer. The limit is the maximum amount unnecessary for additional approval. Notes to the Financial Statements Page 57 SINO GREAT WALL CO., LTD. FOR THE YEAR ENDED DECEMBER 31, 2016 NOTES TO THE FINANCIAL STATEMENTS The Company quarterly monitors credit ratings of existing customers and monthly reviews aging analysis of accounts receivable to ensure that the Company's overall credit risk is within the controllable range. When the Company monitors credit risks of customers, the customers shall be divided into groups according to their credit features. Customers rated as "high risk" will be placed in a restricted customer list. The Company may sell goods to such customers on credit in future periods subject to additional approval; otherwise the Company must require advance payments. 8.2 Market risk Market risk associated with financial instruments refers to the risk arising from changes in fair value or future cash flows of financial instruments due to market price fluctuation, including interest rate risk and foreign exchange risk. (1) Interest rate risk Interest rate risk refers to the risk arising from changes in fair value or future cash flows of financial instruments due to fluctuation in market interest rate. The Company's interest rate risk mainly derives from bank borrowings. The Company establishes good relations with banks and reasonably designs credit lines, credit varieties and credit period to guarantee sufficient bank credit lines and to meet short-term financing needs. By shortening the time limit of a single loan, the Company may specifically agree terms of the prepayment to reasonably reduce the risk of interest rate. On December 31, 2016, in case other variables remain unchanged, if the loan interest rate calculated at a floating interest rate rises or falls 100 basis points, the Company's net profit will reduce or increase by RMB 21,200 (December 31, 2015: RMB 2,178,000). (2) Exchange rate risk Exchange rate risk refers to the risk arising from changes in fair value or future cash flows of financial instruments due to fluctuation in foreign exchange rate. The Company shall match foreign currency income and foreign currency expenses as much as possible to minimize exchange rate risk. In addition, the Company may also sign forward foreign exchange contracts or currency swap contracts to avoid exchange rate risks. The exchange rate risk faced by the Company mainly derives from dollar-denominated financial assets and financial liabilities. Foreign currency financial assets and financial liabilities are converted into amount in RMB as follows: Balance as at December 31, 2016 (RMB) Balance as at January 1, 2016 (RMB) Item Other foreign Total Other foreign Total USD USD currencies currencies Cash and cash equivalents 1,069,830,885.89 18,299,991.93 1,088,130,877.82 12,367,626.74 47,803,146.93 60,170,773.67 Accounts receivable 761,770,797.71 1,301,117,521.35 2,062,888,319.06 261,680,003.01 64,685,392.32 326,365,395.33 Advances to suppliers 17,950,907.64 78,735,339.22 96,686,246.86 3,219,710.57 21,727,760.68 24,947,471.25 Other receivables 90,517,446.65 58,320,891.22 148,838,337.87 19,653,509.31 61,363,486.93 81,016,996.24 Sub-total of assets 1,940,070,037.89 1,456,473,743.72 3,396,543,781.61 296,920,849.63 195,579,786.86 492,500,636.49 Accounts payable 297,374,515.61 318,399,295.82 615,773,811.43 121,182,379.88 321,046,692.24 442,229,072.12 Advances from customers 10,572,092.06 21,321,289.59 31,893,381.65 16,637,252.49 16,637,252.49 Other payables 70,299,852.89 10,091,141.13 80,390,994.02 2,005,010.46 3,042,262.65 5,047,273.11 Sub-total of liabilities 378,246,460.56 349,811,726.54 728,058,187.10 123,187,390.34 340,726,207.38 463,913,597.72 Net amount 1,561,823,577.33 1,106,662,017.18 2,668,485,594.51 173,733,459.29 -145,146,420.52 28,587,038.77 On December 31, 2016, in case all other variables remain unchanged, if RMB to USD appreciates or depreciates by 1%, the net profits of the Company would reduce or increase by RMB 15,618,200 (December 31, 2015: RMB 285,900). Notes to the Financial Statements Page 58 SINO GREAT WALL CO., LTD. FOR THE YEAR ENDED DECEMBER 31, 2016 NOTES TO THE FINANCIAL STATEMENTS 8.3 Liquidity risk Liquidity risk refers to a risk arising from shortage of funds when the Company performs the obligations settled in cash or other financial assets. Policies of the Company are to ensure sufficient cash to pay matured debts. Liquidity risk is under centralized control of the financial department of the Company. The financial department monitors cash balance and readily realizable and marketable securities and makes rolling forecast on cash flows of the next 12 months to ensure that the Company has sufficient funds to repay debts in all cases of reasonable prediction. See disclosure of the relevant items of Note 5 for details of financial liabilities of the Company presented at undiscounted contractual cash flows on the maturity date. 9. Related parties and related-party transactions 9.1 Actual controller of the Company Shareholding ratio Voting ratio in Amount of Name in the Company the Company Remarks shares held (%) (%) Chen Lve 582,944,556 34.33 34.33 9.2 Subsidiaries of the Company See Note 7 Equity in other entities for subsidiaries of the Company. 9.3 Other related parties Other related parties Relationship with the Company Brother-in-law of the shareholder and actual controller of He Sen the Company Wife of the shareholder and actual controller of the He Feiyan Company Li Erlong etc. Directors, supervisors and senior officers of the Company Qinghai Heyi Commercial Co., Enterprise controlled by Wang Lei, the director of the Ltd. Company Enterprise controlled by Wang Lei, the director of the Qinghai Heyi Mining Co., Ltd. Company Kunwu Jiuding Investment Holdings Co., Ltd. and its Shareholders with 5% or above of shares of the Company related parties and under common control Beijing Baolilai Technology A wholly-owned subsidiary in which the Company's Co., Ltd. director acts as a director 9.4 Related party transactions 9.4.1 Purchase or sale of goods, and rendering or receipt of labor services Table of purchase of goods and receipt of labor services (Unit: RMB '0,000) Amount in Amount in Related parties Related party transactions 2016 2015 Qinghai Heyi Commercial Co., Ltd. Payment for materials 1,959.00 4,636.50 Qinghai Heyi Mining Co., Ltd. Consulting fees 1,187.00 Notes to the Financial Statements Page 59 SINO GREAT WALL CO., LTD. FOR THE YEAR ENDED DECEMBER 31, 2016 NOTES TO THE FINANCIAL STATEMENTS Table of sales of goods and rendering of services (Unit: RMB '0,000) Amount in Amount in Related parties Related party transactions 2016 2015 Kunwu Jiuding Investment Holdings Co., Funds for decoration Ltd. and its related parties projects 795.13 5,800.00 Beijing Baolilai Funds for decoration Technology Co., Ltd. projects 38.20 821.60 9.4.2 Related-party guarantee The Company as the warrantee: Have the Starting date Maturity Amount of the guarantee Warrantor of the date of the guarantee been guarantee guarantee performed? Chen Lve and Sino Great Wall March 21, March 21, Co., Ltd. 150,000,000.00 2016 2017 No Chen Lve, Sino Great Wall Co., July 19, Ltd. and He Feiyan 150,000,000.00 July 19, 2016 2017 No August 8, August 8, Sino Great Wall Co., Ltd. 50,000,000.00 2016 2017 No Chen Lve and Zhongcheng June 3, Jianyee Engineering Co., Ltd. 80,000,000.00 June 19, 2015 2016 Yes Chen Lve and Sino Great Wall October 28, September Co., Ltd. 130,000,000.00 2016 28, 2017 No Chen Lve, He Feiyan and Sino November 19, November Great Wall Co., Ltd. 50,000,000.00 2015 19, 2016 Yes March 10, March 9, Qinghai Heyi Mining Co., Ltd. 2016 2017 No March 10, March 9, Chen Lve 500,000,000.00 2016 2017 No Chen Lve and Sino Great Wall December 19, December Co., Ltd. 84,000,000.00 2016 19, 2017 No January 13, January 13, Chen Lve 12,000,000.00 2016 2018 No March 29, March 29, Chen Lve 12,000,000.00 2016 2018 No March 27, March 27, Chen Lve 12,000,000.00 2016 2018 No United Venture Guarantee January 8, January 7, Group Co., Ltd. 28,000,000.00 2016 2017 No Great Wall Jianyee Engineering Co., Ltd., Chen Lve and Qinghai Heyi Commercial Co., January 20, January 19, Ltd. 114,280,000.00 2015 2016 Yes May 18, Chen Lve and He Feiyan 140,000,000.00 June 11, 2015 2016 Yes Chen Lve, Sino Great Wall Co., July 12, Ltd. and He Feiyan 140,000,000.00 July 12, 2016 2017 No Beijing Zhongguancun Sci-tech February 22, March 22, Financing Guaranty Co., Ltd. 230,000,000.00 2016 2018 No Chen Lve and Qinghai Heyi January 20, January 19, Commercial Co., Ltd. 114,280,000.00 2015 2016 Yes June 3, Chen Lve 80,000,000.00 June 19, 2015 2016 Yes June 3, Chen Lve 80,000,000.00 June 19, 2015 2016 Yes Notes to the Financial Statements Page 60 SINO GREAT WALL CO., LTD. FOR THE YEAR ENDED DECEMBER 31, 2016 NOTES TO THE FINANCIAL STATEMENTS Have the Starting date Maturity Amount of the guarantee Warrantor of the date of the guarantee been guarantee guarantee performed? May 18, Chen Lve and He Feiyan 140,000,000.00 June 11, 2015 2016 Yes September 3, September Chen Lve 70,000,000.00 2014 2, 2016 Yes February 11, February Chen Lve 11,000,000.00 2015 11, 2018 No July 30, Chen Lve 11,000,000.00 July 30, 2015 2018 No Sino Great Wall International Engineering Co., Ltd. and Chen January 13, January 12, Lve 100,000,000.00 2016 2017 No Sino Great Wall International Engineering Co., Ltd., Chen January 13, January 12, Lve and He Feiyan 120,000,000.00 2016 2017 No Sino Great Wall International Engineering Co., Ltd., Chen August 25, August 25, Lve and He Feiyan 257,140,000.00 2016 2017 No Sino Great Wall International Engineering Co., Ltd. and Chen January 21, January 20, Lve 200,000,000.00 2016 2017 No January 29, July 28, Chen Lve 50,000,000.00 2016 2016 Yes September Chen Lve 30,000,000.00 March 4, 2016 3, 2016 Yes January 28, Chen Lve 50,000,000.00 July 29, 2016 2017 No Sino Great Wall International Engineering Co., Ltd. and Chen June 20, Lve 200,000,000.00 June 21, 2016 2017 No Sino Great Wall International Engineering Co., Ltd., Zhongcheng Jianyee Engineering Co., Ltd. and Chen April 28, Lve 100,000,000.00 April 29, 2016 2017 No April 26, Chen Lve 100,000,000.00 April 26, 2016 2017 No November Chen Lve 5,000,000.00 June 22, 2016 22, 2016 Yes December Chen Lve 45,000,000.00 July 5, 2016 5, 2016 Yes Sino Great Wall International Engineering Co., Ltd., Chen August 22, August 22, Lve and He Feiyan 100,000,000.00 2016 2017 No September 29, September Chen Lve and He Feiyan 100,000,000.00 2016 28, 2018 No June 28, Chen Lve 400,000,000.00 June 28, 2016 2018 No Sino Great Wall International Engineering Co., Ltd., Chen April 18, Lve and He Feiyan 200,000,000.00 April 19, 2016 2018 No December 15, June 14, Chen Lve 10,000,000.00 2016 2017 No Notes to the Financial Statements Page 61 SINO GREAT WALL CO., LTD. FOR THE YEAR ENDED DECEMBER 31, 2016 NOTES TO THE FINANCIAL STATEMENTS Have the Starting date Maturity Amount of the guarantee Warrantor of the date of the guarantee been guarantee guarantee performed? Sichuan Jinyu Financing Guaranty Co., Ltd., Ye Meifu February 17, February and Yang Qiuhua 8,000,000.00 2016 16, 2017 No June 27, Sino Great Wall Co., Ltd. 400,000,000.00 June 28, 2016 2017 No March 23, March 23, Sino Great Wall Co., Ltd. 200,000,000.00 2016 2017 No January 3, January 2, Sino Great Wall Co., Ltd. 180,000,000.00 2017 2018 No February Sino Great Wall Co., Ltd. 100,000,000.00 April 29, 2016 13, 2017 No Sino Great Wall International Engineering Co., Ltd. and Chen November 22, November Lve 500,000,000.00 2016 22, 2017 No Sino Great Wall International Engineering Co., Ltd., Chen December 21, December Lve and He Feiyan 300,000,000.00 2016 20, 2017 No December 20, December Sino Great Wall Co., Ltd. 250,000,000.00 2016 19, 2017 No March 25, March 25, Sino Great Wall Co., Ltd. 50,000,000.00 2016 2017 No 9.4.3 Borrowings from and to related parties Lending/borrowing Maturity Related parties Starting date Remark amount date Lending January 1, June 30, Chen Lve 93,855,000.00 2016 2016 December Chen Lve 4,000,000.00 July 1, 2016 31, 2016 Remark: Provision for interest on the lendings to shareholders has been made. The amount included in the profit and loss in 2016 was RMB 2,356,589.48. 9.4.4 Remuneration of key management Item Amount in 2016 Amount in 2015 Remuneration of key management 1,696,900.00 1,495,100.00 9.5 Receivables from and payables to related parties 9.5.1 Receivables Balance as at December 31, 2016 Balance as at January 1, 2016 Project Related parties Provision for Provision for Book balance Book balance bad debts bad debts Accounts receivable Kunwu Jiuding Investment Holdings Co., Ltd. and its related parties 1,609,996.92 80,499.85 2,500,737.20 125,036.86 Beijing Baolilai Technology Co., Ltd. 160,000.00 8,000.00 2,816,000.00 140,800.00 Advances to suppliers Notes to the Financial Statements Page 62 SINO GREAT WALL CO., LTD. FOR THE YEAR ENDED DECEMBER 31, 2016 NOTES TO THE FINANCIAL STATEMENTS Balance as at December 31, 2016 Balance as at January 1, 2016 Project Related parties Provision for Provision for Book balance Book balance bad debts bad debts Qinghai Heyi Commercial Co., Ltd. 18,902,151.50 9.5.2 Payables Book Balance as at Book Balance as at Project Related parties December 31, 2016 January 1, 2016 Accounts payable Qinghai Heyi Commercial Co., Ltd. 1,750,581.64 Other payables Qinghai Heyi Commercial Co., Ltd. 2,999,209.78 He Sen 4,405,644.43 10. Commitments and contingencies 10.1 Significant commitments There were no major commitments required to be disclosed in 2016. 10.2 Contingencies There were no contingencies required to be disclosed in 2016. 11. Post balance sheet events 11.1 Notes to significant non-adjusting events On July 7, 2016, the Company held the tenth session of the seventh Board of Directors and approved the Proposal on Non-public Issuance of A Shares by Sino Great Wall Co., Ltd.. The Company intended to issue shares to Sino Great Wall (Beijing) Investment Co., Ltd., Beijing Anben Medical Investment Holding Co., Ltd. and Mr. Zheng Jihua to raise funds of RMB 2.5 billion. On October 14, 2016, the China Securities Regulatory Commission accepted the Company's application for non-public offering of shares. At the sixteenth meeting of the seventh Board of Directors convened by the Company on February 16, 2017, the Company deliberated and passed the Proposal on Adjusting the Scheme for the Non-public Issuance of Shares and adjusted the amount of funds to be raised to RMB 900 million.On March 22, 2017, the Company's application for non-public issuance of A shares was approved by the Issuance Examination Commission of China Securities Regulatory Commission, but official documents approved by the China Securities Regulatory Commission have not received yet. Notes to the Financial Statements Page 63 SINO GREAT WALL CO., LTD. FOR THE YEAR ENDED DECEMBER 31, 2016 NOTES TO THE FINANCIAL STATEMENTS 11.2 Profit distribution Approved at the seventeenth session of the seventh Board of Directors, the Company distributed cash dividends of RMB 0.60 (including tax) for every 10 shares based on the existing 16,982,450,110,000 shares. No bonus shares were given and no capital reserves were conversed to increase share capital. 12. Other important matters 12.1 Outstanding L/G In order to ensure the smooth completion of the project, at the request of the owner, the Company applied to a commercial bank for issuing a performance guarantee. As at December 31, 2016, the amount of the outstanding L/G was RMB 1,262,632,100. 12.2 Segment information 12.2.1 Basis for recognition of reportable segment and accounting policies Accounting policies of reportable segment There were no related-party transactions among domestic architectural decoration, overseas architectural decoration and medical treatment, so no inters-segment price was transferred; Medical treatment was implemented by the Company and its independent subsidiary; overseas architectural decoration was accounted for according to the account sets set up in the regions where the projects in progress are located, mainly including account sets for Qatar, Kuwait, Cambodia, Sri Lanka, Malaysia, Burma, Maldives and Saipan, so there were no fees which were indirectly attributable to each segment and needed to be amortized; the business data of overseas architectural decoration was formed by the financial data of the above 8 account sets for major projects. Notes to the Financial Statements Page 64 SINO GREAT WALL CO., LTD. FOR THE YEAR ENDED DECEMBER 31, 2016 NOTES TO THE FINANCIAL STATEMENTS 12.2.2 Financial information of reportable segments Domestic architectural decoration Overseas architectural decoration Medical treatment Offset Total Item Year 2016 Year 2015 Year 2016 Year 2015 Year 2016 Year 2015 Year 2016 Year 2015 Year 2016 Year 2015 I. Operating income 1,418,192,694.17 2,428,344,815.19 3,165,213,312.57 1,560,310,586.25 81,593,110.43 -21,703,598.14 4,664,999,117.17 4,010,358,999.58 Including: income from external transactions 1,418,192,694.17 2,428,344,815.19 3,165,213,312.57 1,560,310,586.25 81,593,110.43 -21,703,598.14 4,664,999,117.17 4,010,358,999.58 Income from inter-segment transactions - - II. Operating cost 1,184,945,928.21 1,988,442,188.52 2,216,759,318.30 1,154,881,399.00 57,672,498.15 -21,703,598.14 3,459,377,744.66 3,165,027,185.66 Including: costs of external transactions 1,184,945,928.21 1,988,442,188.52 2,216,759,318.30 1,154,881,399.00 -21,703,598.14 3,401,705,246.51 3,165,027,185.66 Costs of inter-segment transactions - - III. Losses from asset impairment 74,286,638.56 80,433,729.48 95,207,208.36 30,903,374.69 518,043.19 170,011,890.11 111,337,104.17 IV. Depreciation and amortization 3,004,474.27 6,985,552.79 30,488.71 21,288.88 19,316.10 -3,794,638.67 6,848,917.76 7,006,841.67 V. Total profit -304,963,110.16 69,862,580.73 864,476,659.76 360,904,330.95 3,583,802.03 - 1,759,594.94 -25,117.82 561,337,756.68 430,792,029.50 VI. Income tax expenses -10,207,854.94 76,207,293.00 99,038,519.27 8,766,407.91 1,703,401.20 1,289,203.78 89,244,861.75 84,973,700.90 VII. Net profit -294,755,255.22 -6,344,712.27 765,438,140.48 352,137,923.04 1,880,400.83 - 470,391.16 -25,117.82 472,092,894.93 345,818,328.60 VIII. Total assets 10,947,559,949.24 6,044,181,578.99 3,044,412,477.45 1,097,651,243.20 121,748,481.08 6,127,541,946.13 3,124,369,997.56 7,986,178,961.63 4,017,462,824.63 IX. Total liabilities 7,089,471,639.73 2,406,019,801.98 1,752,059,212.34 690,133,065.43 136,402,672.37 2,822,237,435.41 358,948,894.24 6,155,696,089.04 2,737,203,973.17 Notes to the Financial Statements Page 65 SINO GREAT WALL CO., LTD. NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2016 13. Notes to main items of the financial statements of the parent company 13.1 Accounts receivable 13.1.1 Disclosure of accounts receivable by category Balance as at December 31, 2016 Book balance Provision for bad debts Category Proportion Proportion Book value Amount Amount (%) (%) Receivables that are individually significant but with provision for bad debts made on an individual basis Receivables subject to provision for bad debts on credit risk characteristics basis 6,680.00 100.00 334.00 5.00 6,346.00 Receivables that are individually insignificant but with provision for bad debts made on an individual basis Total 6,680.00 100 334 5 6,346.00 (Continued) Balance as at January 1, 2016 Book balance Provision for bad debts Category Proportion Proportion Book value Amount Amount (%) (%) Receivables that are individually significant but with provision for bad debts made on an individual basis Receivables subject to provision for bad debts on credit risk characteristics basis 30,614.00 100.00 1,530.70 5.00 29,083.30 Receivables that are individually insignificant but with provision for bad debts made on an individual basis Total 30,614.00 100 1,530.70 5 29,083.30 In the portfolio, accounts receivable with the provision for bad debts made under the aging analysis method: Balance as at December 31, 2016 Aging Accounts Provision for Proportion of receivable bad debts provision Within 1 year 6,680.00 334.00 5.00 1 to 2 years 2 to 3 years 3 to 4 years 4 to 5 years Over 5 years Total 6,680.00 334.00 13.1.2 Provision, recovery or reversal of accounts receivable in 2016 The provision for bad debts made in 2016 was RMB 0.00; the provision for bad debts recovered or reversed in 2016 was RMB 1,196.70. 13.1.3 Top five receivables by debtor Balance as at December 31, 2016 Company name Accounts Proportion in the total Provision for receivable accounts receivables (%) bad debts Sporadic individual rent in Kuichong, Shenzhen 6,680.00 100.00 334.00 Total 6,680.00 100.00 334.00 Notes to the Financial Statements Page 66 SINO GREAT WALL CO., LTD. NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2016 13.2 Other receivables 13.2.1 Disclosure of other receivables by category: Balance as at December 31, 2016 Book balance Provision for bad debts Category Proportion Book value Amount Amount Proportion (%) (%) Other receivables that are individually significant but with provision for bad debts made on an individual basis Other receivables provided for bad debts on portfolio of credit risks 1,672,982,763.29 100.00 782,721.31 0.05 1,672,200,041.98 Other receivables that are individually insignificant but with provision for bad debts made on an individual basis Total 1,672,982,763.29 100 782,721.31 0.05 1,672,200,041.98 (Continued) Balance as at January 1, 2016 Book balance Provision for bad debts Category Proportion Book value Amount Amount Proportion (%) (%) Other receivables that are individually significant but with provision for bad debts made on an individual basis Other receivables provided for bad debts on portfolio of credit risks Other receivables that are individually insignificant but with provision for bad debts made on an individual basis Total Remark: There were no other receivables as at January 1, 2016. 13.2.2 Provision for bad debts and reversal or recovery thereof in 2016 The provision for bad debts made in 2016 was RMB 782,721.31; the provision for bad debts recovered or reversed in 2016 was RMB 0.00. 13.2.3 Category of other receivables by nature Book Balance as at Book Balance as at Nature December 31, 2016 January 1, 2016 Current accounts between entities 1,657,328,337.13 Petty cash 1,272,085.13 Margin and deposit 14,382,341.03 Others Total 1,672,982,763.29 13.2.4 Top five other receivables by debtor Proportion in Balance of Balance as at total other provision for bad Company name Nature December 31, Aging receivables debts as at 2016 (%) December 31, 2016 Wuhan Commercial Workers Hospital Co., Current accounts with Ltd. related parties 107,800,000.00 Within 1 year 6.44 Notes to the Financial Statements Page 67 SINO GREAT WALL CO., LTD. NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2016 Proportion in Balance of Balance as at total other provision for bad Company name Nature December 31, Aging receivables debts as at 2016 (%) December 31, 2016 Upper First-class Hospital, Hongqiao, Liangdu, Liupanshui (Finance Bureau of Fushun Economic Development Zone) Deposits 10,000,000.00 Within 1 year 0.60 500,000.00 Hunan Trust Co., Ltd. Deposits 2,000,000.00 Within 1 year 0.12 100,000.00 Borrowings of Xu Ce employees 1,109,002.22 Within 1 year 0.07 55,450.11 The First People's Hospital of Lingbao City (COCITC) Deposits 1,000,000.00 Within 1 year 0.06 50,000.00 Total / 121,909,002.22 / 7.29 705,450.11 13.3 Long-term equity investments Balance as at December 31, 2016 Balance as at January 1, 2016 Provision Provision Item Book balance for Book value Book balance for Book value impairment impairment Investment in subsidiaries 3,176,451,536.66 3,176,451,536.66 3,079,451,536.66 3,079,451,536.66 Total 3,176,451,536.66 3,176,451,536.66 3,079,451,536.66 3,079,451,536.66 13.3.1 Investment in subsidiaries Balance of Balance as at Balance as at Provision for provision for Increase Decrease Investee January 1, December 31, impairment in impairment as at in 2016 in 2016 2016 2016 2016 December 31, 2016 Sino Great Wall International Engineering Co., Ltd. 3,079,451,536.66 3,079,451,536.66 Wuhan Commercial Workers Hospital Co., Ltd. 97,000,000.00 97,000,000.00 Total 3,079,451,536.66 97,000,000.00 3,176,451,536.66 13.4 Investment income Item Amount in 2016 Amount in 2015 Income from long-term equity investments accounted for under cost method Income from long-term equity investments accounted for under equity method Investment income from disposal of long-term equity investments Investment income received from financial assets measured at fair value through current profit and loss during the holding period Notes to the Financial Statements Page 68 SINO GREAT WALL CO., LTD. NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2016 Item Amount in 2016 Amount in 2015 Investment income received from disposal of financial assets measured at fair value through current profit and loss Investment income from held-to-maturity investments during the holding period Investment income of available-for-sale financial assets during the holding period Investment income from disposal of available-for-sale financial assets Gains and losses arising from re-measurement of the remaining equities at the fair value after the loss of the control Others 396,197.49 Total 396,197.49 13.5 Operating income and operating cost Amount in 2016 Amount in 2015 Item Income Cost Income Cost Primary business Other business 238,048.64 2,318,061.00 237,620.18 Total 238,048.64 2,318,061.00 237,620.18 14. Supplementary information 14.1 Breakdown of current non-recurring profits and losses Item Amount Remark Profits or losses from disposal of non-current assets -564,833.40 Tax returns, deduction and exemption approved beyond the authority or without official approval documents Government grants included in current profits and losses (except for government grants closely related to the enterprise business, obtained by quota or quantity at unified state standards) 108,121.33 Expenses for using funds charged from non-financial enterprises and included in the current profit and loss Gains from the difference between the investment costs of acquisition of subsidiaries, associates and joint ventures and share in the net fair value of the identifiable assets of the investee when investing 1,783,284.99 Profit or loss on exchange of non-monetary assets - Gains or losses from entrusting the investments or management of asset Provision of asset impairment made due to force majeure, such as natural disasters Gains or losses from debt restructuring Enterprise reorganizing expenses, such as employee accommodation costs and integration expenses Gains or losses from transactions with obvious unfair transaction price Current net gains and losses of the subsidiaries from business combinations under common control from the beginning of the period to the combination date Notes to the Financial Statements Page 69 SINO GREAT WALL CO., LTD. NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2016 Item Amount Remark Profit or loss on contingencies irrelevant to normal operation of the Company Except for effective hedging business related to the normal business of the company, profits or losses from fair value changes in held-for-trading financial assets and held-for-trading financial liabilities, and investment income from disposal of held-for-trading financial assets, held-for-trading financial liabilities and available-for-sale financial assets 443,065.98 Reversal of the impairment provision for receivables subject to separate impairment test - Profits or losses from entrusted loans - Profit or loss on changes in fair value of investment properties subsequently measured under the fair value model - Effects of one-off adjustments to the current profit and loss in accordance with the requirements of tax and accounting laws and regulations on the current profit and loss - Custodian income from entrusted management - Other non-operating income and expenditure except for the above items 5,296,814.65 Other items of gains and losses subject to the definition of non-recurring gains and losses - Effect of income tax -3,668,000.60 Effect of minority interests -11,192.65 Total 3,387,260.30 14.2 Return on equity and earnings per share: Earnings per share (RMB) Weighted average return Profit for the reporting period Basic earnings per Diluted earnings on equity (%) share per share Net profit attributable to ordinary shareholders of the Company 31.18 0.28 0.28 Net profit attributable to ordinary shareholders of the Company after deducting non-recurring gains and losses 30.96 0.28 0.28 Sino Great Wall Co., Ltd. (Official Seal) April 26, 2017 Notes to the Financial Statements Page 70