Sino Great Wall Co., Ltd. 2017 Annual Report
Sino Great Wall Co., Ltd.
2017 Annual Report
April 2018
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Sino Great Wall Co., Ltd. 2017 Annual Report
I. Important Notice, Table of Contents and Definitions
The Board of Directors and the directors, Supervisory Committee and supervisors and Senior
Executives of the Company hereby warrant that at the year , there are no misstatement, misleading
representation or important omissions in this report and shall assume joint and several liability for the
authenticity, accuracy and completeness of the contents hereof.
Mr.Chen Lue , The Company leader, Mr.Tang Xianyong, Chief financial officer and the Mr.Tang
Xianyong, the person in charge of the accounting department (the person in charge of the
accounting )hereby confirm the authenticity and completeness of the financial report enclosed in this
annual report.
All the directors attended the board meeting for reviewing the Annual Report.
The company shall comply with disclosure requirements in Shenzhen Stock Exchange Industry
Information Disclosure Guidelines No. 7-the Listed Company Engagement in Civil Engineering
Construction Business. As the potential relevant risk and related solution are described in details in the
report by the company, please refer to the relevant content in “Outlook on the Company future
development” in Section IV Operation condition discussions and analysis.
The profit distribution proposal reviewed and approved by the boarding meeting was summarized as
follows: 1,698,245,011 for the base, the Company would distribute cash dividend to all the shareholders
at the rate of RMB 0.40 for every 10 shares (with tax inclusive) , 0 bonus shares（including tax）, and not
converting capital reserve into share capital.
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Sino Great Wall Co., Ltd. 2017 Annual Report
Table of Contents
I. Important Notice, Table of Contents and Definitions ......................................................... 2
II. Basic Information of the Company and Financial index ................................................... 6
III. Business Profile ............................................................................................................ 15
IV. Management’s Discussion and Analysis ...................................................................... 24
V. Important Events ........................................................................................................... 65
VI. Change of share capital and shareholding of Principal Shareholders ........................ 112
VII. Situation of the Preferred Shares .............................................................................. 125
VIII. Information about Directors, Supervisors and Senior Executives ............................. 126
IX. Administrative structure .............................................................................................. 154
X. Corporate Bond ........................................................................................................... 164
XII. Documents Available for Inspection .......................................................................... 165
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Sino Great Wall Co., Ltd. 2017 Annual Report
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Sino Great Wall Co., Ltd. 2017 Annual Report
Definition
Terms to be defined Refers to Definition
Company Law Refers to Company Law of the People’s Republic of China
Securities Law Refers to Securities Law of the People’s Republic of China
“CSRC” Refers to China Securities Regulatory Commission
Company, The Company, Sino Great Wall Refers to Sino Great Wall Co., Ltd.
Sino International Refers to Sino Great Wall International Engineering Co., Ltd.
BDO Refers to BDO China Shu Lun Pan Certified Public Accountants LLP
SSE Refers to Shenzhen Stock Exchange
Reporting period Refers to January 1,2017 to December 31,2017
Wuhan Commercial Worker Hospital Refers to Wuhan Commercial Worker Hospital Co., Ltd.
Union Holdings Refers to Union Holdings Co., Ltd.
Rich Crown Investment Refers to Rich Crown Investment Co., Ltd.
Baden-Baden Hospital Refers to Acura Kliniken Baden-Baden GmbH
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Sino Great Wall Co., Ltd. 2017 Annual Report
II. Basic Information of the Company and Financial index
I．Company Information
Stock abbreviation: Sino Great Wall Sino-B Stock code： 000018 200018
Change of stock
Nil
Abbreviation（If any）
Stock exchange for listing Shenzhen Stock Exchange
Name in Chinese 神州长城股份有限公司
Chinese Abbreviation 神州长城 神州 B
English name (If any) Sino Great Wall Co., Ltd.
English Abbreviation (If
Sino Great Wall Sino-B
any)
Legal Representative Chen Lue
Registered address 26 Kuipeng Road, Kuiyong Town, Longgang District, Shenzhen
Postal code of the
518119
Registered Address
Sino Great Wall Building, No.3 Jinxiu Street,Economic Technology Development Zone ,
Office Address
Beijing
Postal code of the office
100176
address
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Sino Great Wall Co., Ltd. 2017 Annual Report
Internet Web Site www.sgwde.com
E-mail 000018sz@sina.com
II. Contact person and contact manner
Board secretary Securities affairs Representative
Name Yang Chunling Ma Qin
Sino Great Wall Building, No.3 Jinxiu Sino Great Wall Building, No.3 Jinxiu
Contact address Street,Economic Technology Street,Economic Technology
Development Zone , Beijing Development Zone , Beijing
Tel 010-89045855 010-89045855
Fax 010-89045856 010-89045856
E-mail 1208806865@qq.com 000018sz@sina.com
III. Information disclosure and placed
Newspapers selected by the Company for
Securities Times and Hongkong Commercial Daily.
information disclosure
Internet website designated by CSRC for
http: // www.cninfo. com. cn
publishing the Annual report of the Company
The place where the Annual report is prepared Secutities Department , Sino Great Wall Building, No.3 Jinxiu
and placed Street,Economic Technology Development Zone , Beijing
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Sino Great Wall Co., Ltd. 2017 Annual Report
IV.Changes in Registration
Organization Code 91440300618801483A
Changes in principal business activities since listing (if
Nil
any)
Changes is the controlling shareholder in the past (is any) Nil
V. Other Relevant Information
CPAs engaged
Name of the CPAs BDO China Shu Lun Pan Certified Public Accountants LLP
10/F of the No.7 Building, No16 Yard, Mid of West 4th Ring Road, Haidian District,
Office address：
Beijing
Names of the Certified Public
Liao Jiahe, Feng Xue
Accountants as the signatories
The sponsor performing persist ant supervision duties engaged by the Company in the reporting period.
√Applicable □Not applicable
Period of supervision and
Sponsor name Office address Representatives
guide
6/F,A Unit, Fengming
Huatai United Securities Co., September 27,2015 to
International Building, No.22, Wu Wenmin,Fang Yuhui
Ltd. December 31,2018
Fengsheng Hutong, Xicheng
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Sino Great Wall Co., Ltd. 2017 Annual Report
District, Beijing
The Financial advisor performing persist ant supervision duties engaged by the Company in the
reporting period
√ Applicable □Not applicable
Period of supervision and
Advisor Name Office address Representatives
guide
6/F,A Unit, Fengming
Huatai United Securities Co., International Building, No.22, September 27, 2015 to
Wu Wenmin,Fang Yuhui
Ltd. Fengsheng Hutong, Xicheng December 31,2018
District, Beijing
VI.Summary of Accounting data and Financial index
May the Company make retroactive adjustment or restatement of the accounting data of the previous
years
□Yes √No
Changed over last
2017 2016 2015
year（％）
Operating Gross income（Yuan） 6,497,124,980.52 4,664,999,117.17 39.27% 4,010,358,999.58
Net profit attributable to the
shareholders of the listed 380,090,990.82 473,661,862.67 -19.75% 346,648,651.48
company（Yuan）
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Sino Great Wall Co., Ltd. 2017 Annual Report
Net profit after deducting of
non-recurring gain/loss
377,087,197.69 470,274,602.37 -19.82% 347,196,614.68
attributable to the shareholders
of listed company（Yuan ）
Cash flow generated by
-1,781,868,618.65 -1,687,875,813.94 0.00% -292,051,257.08
business operation, net（Yuan）
Basic earning per
0.220 0.28 -21.43% 0.40
share(Yuan/Share)
Diluted gains per
share(Yuan/Share)(Yuan/Share 0.220 0.28 -21.43% 0.40
)
Net asset earning ratio（%） 19.35% 31.18% -11.83% 34.52%
End of Changed over last
End of 2017 End of 2015
2016 year（％）
Gross assets 11,667,845,186.30 7,986,178,961.63 46.10% 4,017,462,824.63
Net assets attributable to
shareholders of the listed 2,151,482,467.52 1,777,948,117.49 21.01% 1,282,256,738.74
company
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Sino Great Wall Co., Ltd. 2017 Annual Report
VII.The differences between domestic and international accounting standards
1 ． Simultaneously pursuant to both Chinese accounting standards and international accounting
standards disclosed in the financial reports of differences in net income and net assets.
□ Applicable√ Not applicable
Nil
2. Differences of net profit and net assets disclosed in financial reports prepared under overseas and
Chinese accounting standards.
□ Applicable √Not applicable
Nil
VIII.Main Financial Index by Quarters
In RMB
First quarter Second quarter Third quarter Fourth quarter
Operating income 1,059,865,573.83 1,965,216,782.97 1,660,125,169.52 1,811,917,454.20
Net profit attributable to the
shareholders of the listed 99,029,586.64 169,576,863.39 141,854,355.89 -30,369,815.10
company
Net profit after deducting of
99,029,586.64 165,873,249.52 141,971,594.58 -29,499,781.40
non-recurring gain/loss
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Sino Great Wall Co., Ltd. 2017 Annual Report
attributable to the shareholders
of listed company
Net Cash flow generated by
-447,147,216.26 -88,850,363.93 -249,446,741.97 -1,001,355,399.29
business operation
Whether significant variances exist between the above financial index or the index with its sum and the
financial index of the quarterly report as well as semi-annual report index disclosed by the Company.
□ Yes √No
IX. Items and amount of non-current gains and losses
√Applicable □Not applicable
In RMB
Items Amount (2017) Amount (2016) Amount (2015) Notes
Non-current asset disposal
gain/loss(including the write-off part for
-150,250.00 -564,833.40 -81,112.15
which assets impairment provision is
made)
Govemment subsidy recognized in
current gain and loss(excluding those
2,211,128.89 108,121.33 342,246.00
closely related to the Company’s
business and granted under the state’s
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Sino Great Wall Co., Ltd. 2017 Annual Report
policies)
Profit due to the situation where
investmentcosts for the company to
obtain subsidiaries, associates and joint
1,783,284.99
ventures are lower than the enjoyable
fair Value of identifiable net assets of
investees when making investments
Profit/loss on fair value changes of
transactional financial assets and
liabilities & investment profit on disposal
of transactional financial assets and
443,065.98
liabilities as well as financial assets
available for sale , except for effectively
hedging business related to normal
business operations fo the Company
Other non-operating income and
expenditure except for the 1,444,308.74 5,296,814.65 -905,796.34
aforementioned items
Less: Amount of influence of income tax 501,394.50 3,668,000.60 -96,699.29
Influenced amount of minor
11,192.65
shareholders’ equity (after tax)
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Sino Great Wall Co., Ltd. 2017 Annual Report
Total 3,003,793.13 3,387,260.30 -547,963.20 --
For the Company’s non-recurring gain/loss items as defined in the Explanatory Announcement No.1 on
information disclosure for Compaines Offering their Securities to the Public-Non-recurring Gains and
Losses and its non-recurring gain/loss items as illustrated in the Explanatory Announcement No.1 on
information Disclosure for Companies offering their securities to the public-non-recurring Gains and
losses which have been defined as recurring gains and losses, it is necessary to explain the reason.
□ Applicable√ Not applicable
None of Non-recurring gain /loss items recorgnized as recurring gain /loss/items as defined by the
information disclosure explanatory Announcement No.1- Non –recurring gain/loss in the report period.
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Sino Great Wall Co., Ltd. 2017 Annual Report
III. Business Profile
Ⅰ.Main Business the Company is Engaged in During the Report Period
Whether the company needs to comply with the disclosure requirements of the particular industry
Yes
Civil Engineering Construction
The company shall comply with disclosure requirements in Shenzhen Stock Exchange Industry
Information Disclosure Guidelines No. 7-the Listed Company Engagement in Civil Engineering
Construction Business.
Company business overview
(I) Company main business scope and business model
Within the report period, the core business of Sino Great Wall is the engineering construction and
medical treatment and health industry investment and management. The engineering construction
mainly includes the international EPC and domestic PPP business. The medical treatment and health
industry investment and management mainly comprises the hospitals and medical treatment operation
management through engagement in the industry through several ways including acquisition of existing
hospitals, construction of new hospitals as well as building and investing the hospital PPP project, etc. At
present, the company business covers the house building, roads and bridges, power and chemical
industry as well as medical treatment and health, etc. among many countries and regions in Southeast
Asia, the Middle East, South Asia and Africa, etc.
The company mainly engages in the foreign engineering construction through EPC, namely
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Sino Great Wall Co., Ltd. 2017 Annual Report
contracting the whole process or several phases among the construction project design, purchase,
construction and trail operation, etc. through integrating the high-quality resources at home and abroad.
For the domestic engineering construction, the company mainly adopts PPP mode, namely the project
operation mode through cooperation of the governmental and social capital. Under such mode, the
government will select the social capital with the investment and operation management capacity
through the competitive ways and both parties shall enter into the contract subject to the equality-based
consultation principle, under which, the social capital shall provide public services and the government
shall pay the consideration against the social capital based on the public service achievement
assessment result.
The Company business includes the project development, financing, design, procurement and
construction, etc. and it will also participate in investment in and provision of operation services for
high-quality projects with good development prospect.
(II) Engineering construction industry macro-situation, competition pattern and position in industry
Foreign engineering: with the comprehensive advance of the “One Belt and One Road” initiative, the
Company’s contracted engineering projects industry for other countries is in the good growth momentum
wholly with continuous expansion of the industry scale. Based on statistics of Ministry of Commerce,
China achieved the turnover 168.59 billion dollars for contracted engineering projects for other countries
with the year-on-year growth of 5.8% and signed new contracts totaling 265.28 billion dollars with the
year-on-year growth of 8.7%, among which, 61 countries alongside “One Belt and One Road” signed
new contracts totaling 144.3 billion dollars with the year-on-year growth of 14.5% and achieved the
turnover 85.53 billion dollars with the year-on-year growth of 12.6%, which accounts for 50.7% of the
turnover completed by the contracted foreign projects at the same period.
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Sino Great Wall Co., Ltd. 2017 Annual Report
Based on statistics of Ministry of Commerce, in 2017, Company won the 40th place among the Top
100 Enterprises for Contracting Foreign Projects based on Contract Amount issued by Ministry of
Commerce, which is lifted by 7 places, and also won 75th in such ranking list based on the turnover,
which is the first time listed in the Top 100 list.
For domestic projects, in November 2017, National Development and Reform Commission issued
Instructions for Encouraging the Private Capital to Participate in PPP Project, put forward creating sound
environment for the private capital participation in PPP and implemented polices per class for supporting
participation of the private capital into PPP. As the state strengthened the support in PPP project, PPP
project scale kept expansion. As displayed by the data issued by Ministry of Finance, by the end of
December 2017, the PPP in the whole country PPP comprehensive information platform recording
management library and reservation list reached 14,424 in total and the total investment amount of 18.2
trillion yuan with the year-on-year growth of 28.1% and 34.8%, namely by increase of 3,164 and 4.7
trillion yuan. PPP mode stimulates the investment enthusiasm of the private capital and the competition
between PPP projects increases continuously.
(III) Company’s qualification
At present, the Company possesses the construction certificates such as Constructional
Engineering Construction General Constructing Grade I, Construction Decoration Engineering Design
and Construction Specialized Contracting Grade I, Electromechanical Equipment Installation Project
Specialized Contracting Grade I, Construction Curtain Wall Project Specialized Contracting Grade I,
Ground Foundation Engineering Specialized Contracting Grade I, Fire Control Facilities Project
Specialized Contracting Grade I, Waterproof, Anti-Corrosion Insulation Project Specialized Contracting
Grade I, Electrical and Mechanical Engineering Construction General Contracting Grade II, Bridge
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Sino Great Wall Co., Ltd. 2017 Annual Report
Project Specialized Contracting Grade II, Petrochemical Engineering Construction General Contracting
Grade II, Municipal Utilities Engineering Construction General Contracting Grade II, Tunnel Project
Specialized Contracting Grade II, Hydraulic Metal Structure Manufacture and Installation Engineering
Specialized Contracting Grade II, Water Conservancy and Hydropower Engineering Construction
General Contracting Grade II, Railway Engineering Construction General Contracting Grade III,
Metallurgical Engineering Construction General Contracting Grade III, Special Engineering Specialized
Contracting (including all grades), Highway Pavement Project Specialized Contracting Grade III and
Highway Subgrade Project Specialized Contracting Grade III, etc. among industries of the construction,
highroad, railway, municipal utilities, water conservancy and hydropower, petrochemical engineering
and electric power, etc.
For the overseas market, the Company has always been developing the market, accumulating the talent
and technology and improving the adaptive capacity of oversea standards and the local project
management ability continuously for many years. For the domestic business, as the Company PPP
project bid-winning quantity and commencement quantity increase continuously, the Company improves
PPP project operation capacity continuously, accumulates experience in aspects of the project bidding,
financing ways and operation management and forms its unique operation ways.
（IV）Financing Situation
During the reporting period, the company's financing structure was reasonable and it better
supported the company's business development. The financing during the reporting period is as follows:
Financing Channel Financing Details Financing Balance (’ 0000)
Short-Term Loan 387636.58
Debt Financing
Long-Term Loans Due Within 78683.92
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Sino Great Wall Co., Ltd. 2017 Annual Report
One Year
Long Term Loan 86258.48
Total 552,578.98
(V) Quality Control System
Quality is the life of engineering construction companies. Quality is the best display and promotion
of the image of construction companies. The company has always attached great importance to project
quality management, has a dedicated QC (Quality Control) department, and is fully responsible for the
management of the company's construction projects, forming a set of effective and mature quality
control processes and systems. Quality control measures have been continuously optimized to cover all
aspects and operate efficiently; quality management is scientific and standardized. During the reporting
period, the company did not have major project quality problems.
(VI) Safety Production Operation
The company has firmly established the guiding principle of "safety first, prevention first", attaches
great importance to safety production, carefully organizes safety education and training, adheres to the
safety red line, strictly implements the safety production responsibility system, and conducts in-depth
safety inspections and hidden trouble investigations, enhances safety precautions, and creates a safe,
harmonious, standardized construction environment, and constantly improves the level of precision
management of safety production. During the reporting period, the company did not have major safety
issues, all work was carried out in an orderly manner, and the construction was safe and stable.
Ⅱ.Major Changes in Main Assets
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Sino Great Wall Co., Ltd. 2017 Annual Report
1. Major Changes in Main Assets
Main assets Major changes
Equity assets 0
Fixed assets 0
Intangible assets 0
Construction in process 0
2. Main Conditions of Overseas Assets
□ Applicable√ Not applicable
Ⅲ.Analysis On core Competitiveness
Whether the company needs to comply with the disclosure requirements of the particular industry
Yes
Civil Engineering Construction
Sino Great Wall Co.,Ltd is a leading construction & engineering contractor in China with business
covers various types construction & engineering contracting,With leading projects such as PM, EPC, BT,
BOT , PPP, etc, The implementation of the National Strategy of “One Belt, One Road” will provide a
good opportunity for the company's overseas business development. The company continues to
increase efforts to open up overseas markets, thus the overseas project orders and the revenue have
maintained a rapid annual growth rate. With the continuous improvement of relevant construction
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Sino Great Wall Co., Ltd. 2017 Annual Report
qualifications, the company’s domestic business also will have a lot of good opportunities as the country
has been continuously promoted PPP projects. The company's comprehensive strength, overseas
influence and market competitiveness have increased year by year.
1. Strategic positioning advantage
The “Construction & Engineering contracting” and “Medical & Health Business” will be the
company’s two strategic directions for future development. In 2013, the company set up the
development goal “Making bigger and stronger overseas business, and to become the world's leading
international comprehensive construction & building service provider”. In 2015, the company set up the
“Medical & Health business” as another essential development direction. All of those are to
comprehensively cater the needs of the national strategies of “One Belt, One Road” and “Medical &
Health Industry Development”. The good prospects of “One Belt, One Road” projects and “Medical &
Health Industry” will provide a broad market space for the company’s business development. In terms of
engineering contracting, the early-development advantage of overseas business enables the company
to have rich management experiences and high-quality customers and establish talented teams, thus
laid a solid foundation for the company’s overseas business development. In terms of the Medical &
Health business, the company has set up project teams in many domestic places such as Sichuan,
Henan and Hubei, and the company has purchased Wuhan Commercial and Vocational Hospital Co.,Ltd
and won the bids of many medical and health PPP projects. Also, the company has established
cooperative relationships with many hospitals and has recruited many kinds of talents in terms of
medical, hospital management, investment and financing etc, thus provided a strong support for the
Medical & Health business development.
2. Standardized and high-efficient management system, fully market-oriented operation mechanism
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Sino Great Wall Co., Ltd. 2017 Annual Report
With the increasingly expanding of the company scale and business scope, the management for the
company is becoming more complex. However, the company timely set up the sound management
system and the authorization system to standardize the approval procedures, reduce the management
hierarchy tiers and improve the work efficiency and execution, thus ensured the efficient operation of the
company’s business operation. For the operation mechanism, the company bravely faces the fierce
competition in the market, adheres to the market-oriented development, respects the objective laws of
the market and constantly improves its management level, thus to timely response to changes in the
market and continuously improve the company's market image, construction quality and profitability.
3. Integrated design and construction advantages
The company has a wide range, high-ranking construction qualifications, and the company has
integrated design and construction experiences and good project management capabilities, so the
company is able to provide integrated design and construction services in terms of civil engineering,
decoration, mechanical and electrical installation and full industry chain of curtain wall, and the company
can independently complete the whole process of construction project. The company can form a
comprehensive advantage in the field of building engineering, so it can reasonably schedule the
procurement, labor use and construction plan, as well as the company can constantly optimize the
process to reduce the project costs. The company’s excellent design ability, sound construction quality,
high-efficient construction planning and the comprehensive high-quality service greatly enhanced the
customers’ satisfaction.
4. Costs advantages and quality-control advantages
The core management staff of the company all have more than 10 years experiences of building and
engineering construction. Upon the deep understanding of the industry, the company established a
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Sino Great Wall Co., Ltd. 2017 Annual Report
relatively perfect material procurement, labor management and quality control system. Through the price
ceiling mode for procurement, the company screens the suppliers in the early stage of a project, thus to
ensure that the procurement costs of the project materials would be in a reasonable scope. By locking
the technical requirements and time requirements of the project, the company can lock the labor costs.
The company has set up strict quality-control system for the design drawing, raw material procurement
and each aspect of the project construction management, thus to strictly ensue the project construction
quality, so the company has won good reputation and got trust and recognition by a great number of
customers.
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Sino Great Wall Co., Ltd. 2017 Annual Report
IV. Management’s Discussion and Analysis
Ⅰ.General
2017 was the year when the party’s 19th National Congress was convened sucessfully. It was
also a year of steady development of the company. In 2017, driven by the recovery of investment, the
recovery of manufacturing, and the steady growth of global trade, the world’s major economies have
shown signs of recovery and the global economy has achieved a recovery growth. In 2017, China
continued to deepen structural reforms on the supply side, promoted industrial transformation and
upgrading, and continued the release of economic vitality, momentum, and potential. The stability,
coordination, and sustainability were significantly enhanced. The GDP growth was 6.9%, and the
national economy achieved a steady and healthy development.
In 2017, the company continued to uphold the values of “honesty, dedication, perfection, and
honor”, paid close attention to “the Belt and Road”, PPP business, and building medical industry policies
and related developments, complied with the economic development situation, grasped good historical
development opportunities, innovated business models, promoted the stable development of project
contracting business, continuously improved the company's competitive advantage and overall
profitability, achieved a sound development of various businesses, and maintained a rapid growth
situation in its operating performance.
In terms of engineering construction, the company's business at home and abroad has achieved
relatively good and rapid development. In terms of domestic business, as the country's support for PPP
business has increased, the company's PPP business has continued to develop, and the domestic
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Sino Great Wall Co., Ltd. 2017 Annual Report
market area has expanded continuously, involving many provinces and regions such as Henan, Jiangxi,
Guizhou, Guangdong, Hunan, Sichuan and Shaanxi. The contracting industry has continued to expand,
covering medical, municipal, transportation, infrastructure and many other fields. In terms of foreign
business, the company signed the "Strategic Cooperation Framework Agreement" with China Nuclear
Industry No.2 Construction Co., Ltd. and jointly undertake related projects overseas; signed the
Memorandum of Understanding on the Construction of the Cambodian Railway Network with the
Cambodian Royal Enterprise Group and the China Railway No. 17 Bureau Group Co., Ltd., which is
conducive to the expansion of the scope of the company’s engineering contracting in Cambodia; signed
the Agreement on Shareholders Cooperation for the Construction of a refinery plant with a daily
processing capacity of 300,000 barrels in Dumcom Special Economic Zone of the Sultanate of Oman
with Shamrock Investment Services Co., Ltd. and Al Bashir Investment Co., Ltd. to jointly build, own and
operate the project of “refinery plant with a daily processing capacity of 300,000 barrels in Dumcom
Special Economic Zone”. At the same time, the company has signed major construction contracts with
many countries and regions in Southeast Asia and South Asia.
As of the end of 2017, the company's domestic and international orders amounted to more than 35
billion yuan, which ensured a steady growth of the company's operating performance in the coming
years.
In the aspect of medical and health industry investment and management, in 2017 the company
won the bid for the construction of the new hospital of the Second People's Hospital of Anyang, the
construction of the PPP project for the rehabilitation center, the PPP project for the overall relocation and
construction of Wuchuan City Hospital of Traditional Chinese Medicine, the PPP project at Sichuan Qi
County Hospital of Traditional Chinese Medicine, and the PPP project for the relocation of Wuchuan City
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Sino Great Wall Co., Ltd. 2017 Annual Report
People's Hospital. The signing and implementation of the above projects have provided strong support
for the company's future growth. In December 2017, the company and Hunan University of Traditional
Chinese Medicine signed the "Comprehensive Framework Cooperation Agreement of Yuelu
International Hospital which Affiliated to Hunan University of Traditional Chinese Medicine" to speed up
the improvement of the company's medical and health industry layout and expand the company's
services in the medical and health industry. During the reporting period, the company acquired 100% of
the shares of Baden-Baden Hospital in Germany by EUR 14.1 million. Baden-Baden Hospital is a
German historic hospital with a long history. It has a high reputation in medical rehabilitation. The
acquisition of the hospital is conducive to introduce Germany's advanced medical personnel, technology
and management experience, integrate the Chinese and foreign resources, and realize the company's
layout in the field of medical rehabilitation.
In other respects, the company actively responded to the national call to establish Xiong'an New
District. In order to support the construction of Xiong'an New District and strengthen the company's
business development and project implementation in Xiong'an New District, the company plans to
relocate the registered address of the subordinate architectural construction companies, such as Sino
Great Wall International Engineering Co., Ltd. and Sino Great Wall Southwest Construction Engineering
Co., Ltd., to Xiong'an New District. The relocation will help the company to develop the business in the
region. On February 24, 2018, the company’s subsidiary, Sino Great Wall Hebei Xiong'an Engineering
Co., Ltd. (hereinafter referred to as Xiong'an Company) was formally established and obtained a
business license. In order to better conduct business in Xiong'an New District, the company leased an
office in the new district in 2017, and plans to arrange a subsidiary company with related building
qualifications to merge with Xiong'an Company to enable the Company to quickly obtain construction
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Sino Great Wall Co., Ltd. 2017 Annual Report
qualifications and quickly obtain orders.
According to the Guidelines for the Development of Assembled Buildings by the General Office of
the State Council, and in light of the actual situation of the company, in June 2017, the company
established the Great Wall Smart House Industry (Zhanjiang) Co., Ltd., to carry out the construction of
assembly-type smart house research and development center and production base, and accelerate the
pace of entering the field of assembled smart house construction, and seek new profit growth points for
the company. Through the implementation of the housing industrialization base construction project, the
company will build production lines of deep processing of steel components with an annual output of
300,000 tons and deep processing of aerated concrete sheet with an annual output of 300,000 cubic
meters to realize the modular production of residential construction materials. In the process of building
construction, by assembling of modular materials directly on site can increase construction speed,
reduce construction costs, realize green buildings and effectively improve construction efficiency.
In terms of talent introduction, the company has upgraded from a traditional subcontracting
company for decoration, electromechanical, curtain wall, etc., to a general contractor and an EPC
company to undertake a general contractor engineering company; it has gone abroad from domestic
building construction, and has taken on the foreign countries along the “One Belt and One Road”
initiative. Contracted projects; extending from the construction area to the upstream, investing in
construction projects through equity participation, and entering the medical and health industry from the
traditional construction industry across industries. The business development and transformation in
recent years has led to the company's large demand for high-end management talents and
comprehensive composite talents. The company introduced senior management personnel from the top
level of the company's structure to enrich the professional composition of the company's management
27
Sino Great Wall Co., Ltd. 2017 Annual Report
and improve the management structure of the company's management. In 2017, the board of directors
of the company newly hired high-end talents such as general manager, deputy general manager, chief
financial officer, and deputy general manager. At the same time, a large number of foreign-funded
business management, operations, and other management personnel have been introduced, and a
large number of public hospital administrators, foreign medical experts and other medical management,
high-tech talent have been introduced. Through the introduction of a large number of high-end talents,
the company has improved its management, operation level and risk prevention
In 2017, the company realized operation income of RMB 6.592 billion, an increase of 41.30% from
the last year; realized the operating profits of RMB 625 million, an increase of 8.26% from the last year;
and the net profit attributable to the parent company was RMB 503 million, an increase of 6.24% from
the last year.
Ⅱ.Main business analysis
1. General
Refer to relevant contents of “1.Summarization” in “Discussion and Analysis of Management”.
2. Revenue and cost
(1)Component of Business Income
In RMB
2017 2016
Increase /decrease
Amount Proportion Amount Proportion
28
Sino Great Wall Co., Ltd. 2017 Annual Report
Industry
EPC 4,268,109,664.43 65.69% 3,118,359,658.51 66.85% 37.00%
Engineering design 19,119,855.94 0.29% 12,669,951.31 0.27% 51.00%
Decoration work 2,015,057,491.48 31.01% 1,452,138,348.28 31.13% 39.00%
Medical Service
132,427,255.48 2.04% 81,593,110.43 1.75% 62.00%
revenue
Other 62,410,713.19 0.96% 238,048.64 0.01% 26,118.00%
Prodect
EPC 4,268,109,664.43 65.69% 3,118,359,658.51 66.85% 37.00%
Engineering design 19,119,855.94 0.29% 12,669,951.31 0.27% 51.00%
Decoration work 2,015,057,491.48 31.01% 1,452,138,348.28 31.13% 39.00%
Medical Service
132,427,255.48 2.04% 81,593,110.43 1.75% 62.00%
revenue
Other 62,410,713.19 0.96% 238,048.64 0.01% 26,118.00%
Area
Domestic 3,750,012,620.09 57.72% 1,478,928,295.44 31.70% 154.00%
Overseas 2,747,112,360.43 42.28% 3,186,070,821.73 68.30% -14.00%
(2)Situation of Industry, Product and District Occupying the Company’s Business Income and Operating
Profit with Profit over 10%
√ Applicable □Not applicable
29
Sino Great Wall Co., Ltd. 2017 Annual Report
Whether the company needs to comply with the disclosure requirements of the particular industry
Yes
Civil Engineering Construction
In RMB
Increase/decrea Increase/decrea
Increase/decrea
se of business se of gross
se of revenue in
Gross profit cost over the profit rate over
Turnover Operation cost the same period
rate(%) same period of the same period
of the previous
previous year of the previous
year(%)
(%) year (%)
Industry
4,268,109,664.4 3,029,618,055.1
EPC 29.02% 36.87% 38.92% -3.50%
3 2
2,015,057,491.4 1,678,668,151.7
Decoration work 16.69% 38.76% 38.13% 2.35%
8 6
Prodect
4,268,109,664.4 3,029,618,055.1
EPC 29.02% 36.87% 38.92% -3.50%
3 2
2,015,057,491.4 1,678,668,151.7
Decoration work 16.69% 38.76% 38.13% 2.35%
8 6
30
Sino Great Wall Co., Ltd. 2017 Annual Report
Area
3,750,012,620.0 3,035,853,444.5
Domestic 19.04% 153.56% 147.83% 10.92%
9 4
2,747,112,360.4 1,850,501,055.1
Overseas 32.64% -13.78% -17.18% 9.27%
3 2
Under circumstances of adjustment in reporting period for statistic scope of main business data,
adjusted main business based on latest on year’s scope of period-end.
□ Applicable √Not applicable
(3)Whether the Company’s Physical Sales Income Exceeded Service Income
□ Yes √No
(4)Degree of Performance of the Significant Sales Contract Signed up to this Report Period
√ Applicable □Not applicable
Civil Engineering Construction
The company is required to comply with the disclosure requirements of No. 7 of Shenzhen Stock Exchange's Industry
Information Disclosure Guidelines - Listed Companies Engaged in Civil Engineering Construction Business.
(Not written in Haoli Project)
Price Setting Repayment Financing Preferenti Franchisi Operating Source of Guarantee Investment Guarantee Investment
Policy Arrangement Methods al ng (If Period (If Income d Base Income d Base Income
s Policies Applicabl Applicabl And Operations Protection Operations Protection
e) e) Attribution (If Measures (If (If Measures
(If Applicable) Applicable) Applicable) (If
31
Sino Great Wall Co., Ltd. 2017 Annual Report
Applicable) Applicable)
Bidding Performe Bank Construction
EPC No
Comprehensiv Price d loan income
e Development Not Not Not Not
according
Project for No. General
14 Village, to the
Hongsen applicabl applicabl applicabl applicabl
contract
Road, Contractin
Cambodia
(PP50 Project) e e e e
g
Negotiate Performe Bank Construction
EPC No
Subproject of d Pricing d loan income
Military Not Not Not Not
according
Academy General
Project of to the
Ministry of applicabl applicabl applicabl applicabl
contract
National Contractin
Defense of
Kuwait e e e e
g
Negotiate Performe Bank Construction
EPC No
d Pricing d loan income
Not Not Not Not
Housing and according
Infrastructure General
to the
Project of applicabl applicabl applicabl applicabl
Qatar Newport contract
NPP/0057 Contractin
e e e e
g
Negotiate Performe Bank Construction
EPC No
d Pricing d loan income
Not Not Not Not
5 Million according
Tons/Year Oil General
to the
Refinery applicabl applicabl applicabl applicabl
Project of contract
Cambodia Contractin
e e e e
g
Bidding Performe Bank Construction
Cambodia EPC No
Haoli Diamond Price d loan income
Project(Busine Not Not Not Not
according
ss/Residential General
Development to the
Project of applicabl applicabl applicabl applicabl
contract
Phnom Penh Contractin
National
Assembly e e e e
Street)
g
32
Sino Great Wall Co., Ltd. 2017 Annual Report
Baiyang Lake
Headquarter
Performe Not Not Not Not
Economic d
Harbor PPP Bidding Bank Construction
Project at New PPP Model according No applicabl applicabl applicabl applicabl
Price loan income
Port Area, to the
Chenglingji,
Hunan contract e e e e
Status of completed (completed acceptance) project during the reporting period:
In RMB
Number of Item Amount Acceptance Revenue Settlement Repayment
Business Model
Projects Situation Confirmation Situation Situation
At the end
of the
Completed report, the
EPC General 980,000,000.0 Confirmation of
1 and delivered Unsettled cumulative
Contracting 0 income
for use return of
606522262
.23 yuan
Status of unfinished important projects during the reporting period:
In RMB
Amount of the
Business Model Number of Projects Item Amount Accumulated Revenue
Unfinished Part
EPC 5 12,938,000,000.00
PPP 1 2,000,000,000.00
In RMB
33
Sino Great Wall Co., Ltd. 2017 Annual Report
Percentage Current Accumulated
Business Receivables
Project Name Completion of Confirmed Confirmed Repayment Situation
Model Balance
Completion Revenue Revenue
EPC At the end of the
General report, the
Comprehensive
Development Project for 1,970,000, 604,096,88 687,987,62 438,481,13
No. 14 Village, Hongsen Contracting 36% cumulative return
Road, Cambodia (PP50
Project) 000.00 2.41 6.71 4.91
of 170,362,163.41
yuan
EPC At the end of the
General report, the
Subproject of Military 2,100,000, 273,496,06 1,174,079, 747,498,87
Academy Project of
Ministry of National Contracting 57% cumulative return
Defense of Kuwait 000.00 9.04 614.23 8.42
of 98,289,136.21
yuan
EPC At the end of the
General report, the
Housing and 1,500,000, 536,217,33 1,927,186, 578,903,29
Infrastructure Project of
Qatar Newport Contracting 100% cumulative return
NPP/0057 000.00 5.62 331.81 5.87
of 250,000,000
yuan
EPC No reimbursement
5 Million Tons/Year Oil 4,268,000, 369,885,00 369,885,00 365,835,73
Refinery Project of General 10% at the end of the
Cambodia
000.00 8.26 8.26 4.60
Contracting report
Cambodia Haoli
Diamond EPC
Project(Business/Resid 1,100,000, 371,220,76 1,070,958, At the end of the 40,797,430.
ential Development 100%
Project of Phnom Penh General
National Assembly 000.00 8.54 575.31 report, the 66
Street)
34
Sino Great Wall Co., Ltd. 2017 Annual Report
Contracting cumulative return
of
617,425,582.5yua
n
No reimbursement
Baiyang Lake
Headquarter Economic 2,000,000,
Harbor PPP Project at PPP Model 0% 0.00 0.00 at the end of the 0.00
New Port Area,
Chenglingji, Hunan 000.00
report
Other notes
□ Applicable √Not applicable
Status of completed outstanding projects in inventory:
□ Applicable √Not applicable
Does the company carry out overseas projects?
√ Yes □No
Project Area Number of Projects Project Amount (100
million yuan)
Middle East 4 47.00
Africa 2 22.82
Southeast Asia 11 133.87
South Asia 2 23.77
Total 19 227.36
35
Sino Great Wall Co., Ltd. 2017 Annual Report
In RMB
Project name Amount Business Model Completion
The main structure of the civil works has
Comprehensive Development Project EPC General been constructed to the 9th floor, and
for No. 14 Village, Hongsen Road, 1,970,000,000.00 electrical and mechanical and curtain
Cambodia (PP50 Project) walls professionals are cooperating with
Contracting the civil construction.
EPC General It is in the construction of the civil
Subproject of Military Academy
structure of each building, the
Project of Ministry of National Defense 2,100,000,000.00
mechanical and electrical professional is
of Kuwait
Contracting cooperating with the construction.
EPC General
Housing and Infrastructure Project of
1,500,000,000.00 It is in the final construction
Qatar Newport NPP/0057
Contracting
EPC General The initial survey and detailed survey
5 Million Tons/Year Oil Refinery was completed. It is in the process of
Project of Cambodia 4,268,000,000.00 reclamation and soft soil treatment and
Contracting tank installation.
Cambodia Haoli Diamond EPC General Fine decoration, curtain wall, and
Project(Business/Residential
electromechanical professionals are in
Development Project of Phnom Penh 1,100,000,000.00
the final stage.
National Assembly Street) Contracting
The construction site enclosure project
of Project A has been completed, and
the North Shore road landscape project
Baiyang Lake Headquarter Economic has entered the construction stage;
Harbor PPP Project at New Port Area, 2,000,000,000.00 PPP Model West Block of Project B has completed
Chenglingji, Hunan clearing and land leveling, and is
currently preparing for cofferdam
dredging project, planning and design
and construction.
(5)Component of business cost
The company shall comply with disclosure requirements in Shenzhen Stock Exchange Industry
Information Disclosure Guidelines No. 7-the Listed Company Engagement in Civil Engineering
Construction Business.
Component of business cost
36
Sino Great Wall Co., Ltd. 2017 Annual Report
In RMB
2017 2016
Component Increase /decrease
Amount Proportion Amount Proportion
Labour 2,765,222,215.84 56.59% 903,793,388.91 24.51% 205.96%
Material 1,483,612,055.43 30.36% 2,097,150,141.67 64.91% -29.26%
Other 527,498,994.96 10.80% 395,089,356.56 10.24% 33.51%
Industry Category
In RMB
2017 2016 Increase
Industry Items
Amount Proportion Amount Proportion /decrease
2,506,781,251.4
EPC Labour 51.30% 627,669,828.27 18.14% 299.00%
4
1,286,809,864.4 1,326,646,537.3
EPC Material 26.33% 38.35% -3.00%
0 7
EPC Other 433,230,315.67 8.87% 226,473,155.49 10.77% 91.00%
Medical service 97,366,145.37 1.99% 57,672,498.15 1.67% 69.00%
Engineering
13,262,528.25 0.27% 6,239,359.37 0.18% 113.00%
design
Decoration work Labour 258,440,964.40 5.29% 276,123,560.64 7.98% -6.00%
37
Sino Great Wall Co., Ltd. 2017 Annual Report
Decoration work Material 196,802,191.03 4.03% 770,503,604.30 22.27% -74.00%
Decoration work Other 94,268,679.29 1.93% 168,616,201.07 0.63% -44.00%
In RMB
2017 2016 Increase
Product Items
Amount Proportion Amount Proportion /decrease
2,506,781,251.4
EPC Labour 51.30% 627,669,828.27 18.14% 299.00%
4
1,286,809,864.4 1,326,646,537.3
EPC Material 26.33% 38.35% -3.00%
0 7
EPC Other 433,230,315.67 8.87% 226,473,155.49 10.77% 91.00%
Medical service 97,366,145.37 1.99% 57,672,498.15 1.67% 69.00%
Engineering
13,262,528.25 0.27% 6,239,359.37 0.18% 113.00%
design
Decoration work Labour 258,440,964.40 5.29% 276,123,560.64 7.98% -6.00%
Decoration work Material 196,802,191.03 4.03% 770,503,604.30 22.27% -74.00%
Decoration work Other 94,268,679.29 1.93% 168,616,201.07 0.63% -44.00%
(6)Whether Changes Occurred in Consolidation Scope in the Report Period
√ Yes □No
During the reporting period, the changes in the scope of the consolidated statements are detailed in
38
Sino Great Wall Co., Ltd. 2017 Annual Report
the notes to the financial statements.
(7)Relevant Situation of Significant Changes or Adjustment of the Business, Product or Service in the
Company’s Report Period
□ Applicable √ Not applicable
(8)Situation of Main Customers and Main Supplier
Information of Main Customers
Total sales amount to top 5 customers (RMB) 2,449,500,395.30
Proportion of sales to top 5 customers in the annual
37.70
sales(%)
Proportion of the sales volume to the top five
customers in the total sales to the related parties in 0.00%
the year
Information of the Company’s top 5 customers
No Name Amount（RMB） Proportion(%)
1 Customer 1 604,096,882.41 9.30
2 Customer 2 568,080,400.47 8.74
3 Customer 3 536,217,335.62 8.25
4 Customer 4 371,220,768.54 5.71
5 Customer 5 369,885,008.26 5.69
Total -- 2,449,500,395.30 0.00
39
Sino Great Wall Co., Ltd. 2017 Annual Report
Other Notes :
□ Applicable √ Not applicable
Principal suppliers
Total purchase of top 5 Suppliers（RMB） 639,754,563.70
Percentage of total purchase of top 5 suppliers In
12.67
total annual purchase(%)
Proportion of purchase amount from the top 5 0.00%
suppliers in the total purchase amount from the
related parties in the year
Information about the top 5 suppliers
No Name Amount（RMB） Proportion
1 Supplier 1 248,356,131.40 4.92%
2 Supplier 2 164,548,634.99 3.26%
3 Supplier 3 84,822,354.97 1.68%
4 Supplier 4 72,927,305.57 1.44%
5 Supplier 5 69,100,136.77 1.37%
Notes
□ Applicable √ Not applicable
3.Expenses
In RMB
2017 2016 Increase/Decr Notes
40
Sino Great Wall Co., Ltd. 2017 Annual Report
ease(%)
Sale expenses 32,213,247.97 30,318,688.27 6.25
Administration
312,957,207.20 313,930,733.56 -0.31
expenses
Financial expenses 432,590,607.55 127,437,227.95 239.45
0.00
0.00
4.R& D Expenses
√Applicable □Not applicable
In order to enhance the company’s core competitiveness and meet the needs of sustainable
development, the Company’s main R&D direction during the reporting period was decoration
engineering design, project general contracting, etc. Currently, each project has been progressed as
scheduled, and after practical application, the good economic and social benefits have been achieved.
Situation of Research and Development Input by the Company
2017 2016 Increase /decrease
Number of Research and
Development persons 146 191 -23.56%
(persons)
Proportion of Research and 5.08% 7.83% -2.75%
41
Sino Great Wall Co., Ltd. 2017 Annual Report
Development persons
Amount of Research and
Development Investment (In 156,200,083.05 139,163,839.18 12.24%
RMB)
Proportion of Research and
Development Investment of 2.40% 2.98% -0.58%
Operation Revenue
Amount of Research and
Development Investment 0.00 0.00 0.00%
Capitalization (In RMB)
Proportion of Capitalization
Research and Development
0.00% 0.00% 0.00%
Investment of Research and
Development Investment
The Reason of the Prominent Change in Total Amount of Research and Development Input Occupying
the Business Income Year on Year
□ Applicable √Not applicable
Explanation of the Reason for Substantial Changes in the Research and Development Input’s
Capitalization Rate and Its Reasonableness
□ Applicable √ Not applicable
42
Sino Great Wall Co., Ltd. 2017 Annual Report
5.Cash Flow
In RMB
Items 2017 2016 Increase/Decrease(%)
Subtotal of cash inflow
received from operation 10,789,046,921.79 4,618,123,624.04 133.62%
activities
Subtotal of cash outflow
received from operation 12,570,915,540.44 6,305,999,437.98 99.35%
activities
Net cash flow arising from
-1,781,868,618.65 -1,687,875,813.94 0.00%
operating activities
Subtotal of cash inflow
received from investing 2,085,000.00 121,565,115.12 -98.28%
activities
Subtotal of cash outflow for
1,022,993,256.12 246,357,420.64 315.25%
investment activities
Net cash flow arising from
-1,020,908,256.12 -124,792,305.52 0.00%
investment activities
Subtotal cash inflow received
5,092,144,392.35 3,527,919,898.49 44.34%
from financing activities
43
Sino Great Wall Co., Ltd. 2017 Annual Report
Subtotal cash outflow for
2,564,264,123.49 1,348,742,579.57 90.12%
financing activities
Net cash flow arising from
2,527,880,268.86 2,179,177,318.92 16.00%
financing activities
Net increase in cash and
-296,482,731.93 360,959,565.60 -182.14%
cash equivalents
Notes to the year-on-year change of the relevant data
√ Applicable □Not applicable
The net cash flow generated by the company's operating activities was -1786799700RMB , of which
RMB 540 million was invested in bank acceptance guarantees and bond guarantees, which greatly
increased cash outflow from operating activities.
Notes to the big difference between cash flow from operating activities and net profit in the reporting year
□ Applicable √Not applicable
Ⅲ.Analysis of Non-core Business
□ Applicable √ Not applicable
Ⅳ.Condition of Asset and Liabilities
1.Condition of Asset Causing Significant Change
In RMB
End of 2017 End of 2016 Proportio Notes to the significant change
44
Sino Great Wall Co., Ltd. 2017 Annual Report
Proportion Proportion n
Amount in the total Amount in the total increase/
assets(%) assets(%) decrease
1,604,973,91 1,340,815,82
Monetary funds 13.76% 16.79% -3.03%
6.12 1.83
Account 5,706,675,24 3,725,170,20
48.91% 46.65% 2.26%
receivable 4.08 8.31
556,839,325. 332,904,930.
Inventory 4.77% 4.17% 0.60%
50 36
Investment real
0.00%
estate
Long-term
Equity 0.00%
Investment
174,537,150. 128,483,747.
Fixed assets 1.50% 1.61% -0.11%
56 74
Construction in
4,968,590.96 0.04% 0.04%
process
Short-term 3,477,200,42 1,966,058,35
29.80% 24.62% 5.18% 0
loans 0.55 7.59
45
Sino Great Wall Co., Ltd. 2017 Annual Report
843,092,471. 786,858,878.
Long-term loans 7.23% 9.85% -2.62% 0
02 82
2.Asset and Liabilities Measured by Fair Value
□ Applicable √ Not applicable
3. Restricted asset rights as of the end of this Reporting Period
In the reporting period, Amount of RMB 100 million obtained by Wuhan Commercial Worker Hospital
from Great Wall Guoxing Financial Leasing Co., Ltd. by means of financial leasing，Please refer to the
published on January 5,2017 on www.cninfo.com.cn) on the relevant announcement.
Ⅴ.Investment situation
1. General
√ Applicable □Not applicable
Investment Amount in 2017(RMB) Investment Amount in 2016(RMB) Change rate
840,948,723.77 205,000,000.00 310.22%
2.Condition of Acquiring Significant Share Right Investment during the Report Period
□ Applicable √ Not applicable
46
Sino Great Wall Co., Ltd. 2017 Annual Report
3.Situation of the Significant Non-equity Investment Undergoing in the Report Period
□ Applicable √ Not applicable
4.Investment of Financial Asset
（1）Securities investment
□ Applicable √ Not applicable
The Company had no securities investment in the reporting period.
（2）Investment in Derivatives
□ Applicable √ Not applicable
The Company had no investment in derivatives in the reporting period.
5.Application of the raised capital
√ Applicable □ Not applicable
（1）General application of the raised funds
√ Applicable □ Not applicable
In RMB’0000
Year of Way of Total Total Total Amount Accumula Proportio Total Use and Amount
Raising Raising raised Amount amount of of raised tive n of Amount Whereab of the
47
Sino Great Wall Co., Ltd. 2017 Annual Report
capital of the Raised capital of amount of raised of the outs of Raised
Raised Funds which the raised capital of Unused the Fund with
Fund purpose capital of which the Raised Unused over 2
Used at was which the purpose Fund at Raised Years’
the changed purpose has been the Fund Idling
in the has been changed Current
report changed (%) Period
period
In the
special
Stocks account
2015 25,500 7,116.77 12,083.13 0 0 0.00% 13,416.87 20,533.64
issue to raise
funds in
storage
Total -- 25,500 7,116.77 12,083.13 0 0 0.00% 13,416.87 -- 0
Notes to use of raised capital
Upon the approval from the CSRC with the document of the 2015-No.1774 Zheng Jian Xu Ke -Reply of the Major Asset
Restructuring and the Issue of Shares to Objects such as Chen Lue to Purchase Assets and Raise Matching Funds by
Shenzhen Victor Onward Textile Industrial Co., Ltd, Sino Great Wall International Engineering Co.,Ltd( hereinafter
referred to as: “company or the company”) had non-publicly issued 25,914,633 shares of RMB common share(A share),
of which the par value per share was RMB 1.00, the issuing price per share was RMB 9.84, the total funds raised was
48
Sino Great Wall Co., Ltd. 2017 Annual Report
RMB 254,999,988.72, and after deducting the issuance expenses of RMB 14,500,000.00 directly from the raised funds,
the actual net amount of the raised funds is RMB 240,499,988.72.
As of December 31, 2017, the company accumulatively used the raised funds of RMB 120,831,285.31, of which the
Company used the raised funds of RMB 71,167,719.51 in 2017. By the end of 2017, the company accumulatively
invested RMB 103,432,822.66 in the overseas marketing network construction project and RMB 276,000 in the second
phase of informatization construction project, and the taxes and charges and the intermediary fees related to this
transaction was RMB 17,122,462.65, yet the not-yet-used balance of the raised funds was 134,168,703.41; besides, the
idle raised funds used for temporarily supplementing the Company’s liquidity was RMB 120,000,000.00, the interest
income from the special account for raised funds was RMB 1,670,913.81, the expenditure for the handling charges of
the special account for raised funds was RMB 839.26, and the actual balance of the special account for raised funds
was RMB 15,838,777.96.
（2）Promised projects of raised capital
√ Applicable □ Not applicable
In RMB’0000
Accumul Investm Date
Total Has any
Project Total Amount ated ent when Benefit Has the
raised material
Committed changed investme inested amount progress the realized predicte
capital change
investment projects (includin nt after in the invested ended project in the d result
invested taken
and investment g partial adjustm reporting at the the has reporting be
as place in
change) ent (1) period end of reporting reached period realized
commite feasibilit
the period(% the
49
Sino Great Wall Co., Ltd. 2017 Annual Report
d reporting )(3)=(2)( predicte y
period(2) 1) d
applicabl
e status
Committed investment projects
1. Overseas
10,343.2
marketing network Yes 10,000 10,000 7,116.77 100.00% Yes No
8
construction project
2.Informatization
No 2,500 2,500 27.6 1.10% No No
Construction Phase II
3.Related taxes and
agency fees of this No 13,000 13,000 1,712.25 13.17% No No
transaction
Subtotal of
12,083.1
committeed -- 25,500 25,500 7,116.77 -- -- -- --
3
investment projects
Investment orientation for und arising out of plan
Not applicable
12,083.1
Total -- 25,500 25,500 7,116.77 -- -- 0 -- --
3
50
Sino Great Wall Co., Ltd. 2017 Annual Report
Situation about not
coming up to
schemed progress or
Not applicable
expected revenue
and the reason ( in
specific project0
Notes to significant
change in feasibility Not applicable
of the project
Amount, application Not applicable
and application
progress of the
unbooked proceeds
Applicable
During the reporting period
About the change of
In view of the fact that the company's overseas international business environment has been
the implementation
changed, based on the current status of the company’s overseas business and combined with
site of the projects
the company’s future development plans and the business development trend, the Company
invested with the
plans to make certain adjustments to the capital investment in the overseas marketing network
proceeds
and put the not-yet-in-use funds into the three important areas of Cambodia, Malaysia and
Kuwait for the expense such as the bidding deposit for developing new project, paying the
51
Sino Great Wall Co., Ltd. 2017 Annual Report
procurement materials for the local under-construction project, the sub-contracting
engineering payment, etc. The matter was reviewed and approved at the 20th meeting of the
7th Board of Directors. The company's board of supervisors, independent directors and the
sponsor all expressed their opinions of consent.
Adjustment of the Not applicable
implementation way
of investment funded
by raised capital
About the initial Not applicable
investment in the
projects planned to
be invested with the
proceeds and the
replacement
Applicable
Using the idle In order to maximize the use efficiency of the raised funds and reduce financial expenses, the
proceeds to Company will, in consideration of the funds use plan for the projects invested by the raised funds,
supplement the use RMB 120 million of idle raised funds to temporarily supplement the liquidity, with a term of
working capital on such use no more than 12 months, and it’s expected that such amount will be returned to the
temporary basis special account for raised funds before August 1st, 2018. This matter was reviewed and approved
at the 20th meeting of the 7th Board of Directors of the Company, and the company's independent
52
Sino Great Wall Co., Ltd. 2017 Annual Report
directors, board of supervisors, and the sponsor expressed their opinions of consent on the
matter.
Balance of the Not applicable
proceeds in process
of project
implementation and
the cause
About application The company will use the raised money 120 million Yuan to supply circulating money and the
and status of the remaining 14.1687 million Yuan will be saved in raised money account.
proceeds unused
Problems existing in
application of the
proceeds and the
Nil
information
disclosure or other
issues
（3）Changes of raised funds projects
□ Applicable √ Not applicable
The Company had no raised funds in company reporting period.
53
Sino Great Wall Co., Ltd. 2017 Annual Report
VI. Sales of major assets and equity
1. Sales of major assets
□ Applicable √ Not applicable
The Company had no sales of major assets in the reporting period.
2.Sales of major equity
□ Applicable √ Not applicable
Ⅶ.Analysis of the Main Share Holding Companies and Share Participating Companies
√ Applicable □ Not applicable
Situation of Main Subsidiaries and the Joint-stock Company with over 10% net profit influencing to the
Company
In RMB
Register
Company Company Operating
Sectors engaged in ed Total assets Net assets Turnover Net Profit
Name type profit
capital
Sino General contracting,
Great Subsidiari subcontracting, 1,000,00
Wall es engineering survey 0,000
Internatio and design;
54
Sino Great Wall Co., Ltd. 2017 Annual Report
nal professional
Engineeri contracting;
ng Co., architectural
Ltd. decoration
engineering;
architectural curtain
wall; project and
technology study and
experimental
development; sell
building material,
machinery, hardware,
plastic articles;
technology
development,
technology
consultation,
technology service;
goods import and
export; technology
import and export;
agent import and
55
Sino Great Wall Co., Ltd. 2017 Annual Report
export.
Acquirement and disposal of subsidiaries in the Reporting period
□ Applicable √ Not applicable
Notes
Sino Great wall International Construction Co., Ltd. is a subsidiary of the company and is the main of
income and profits of the company, which accounts for more than 90% of all the company’s operating
income and net profit and the rest subsidiaries account for less than 10% of all the company’s operating
income and net profit, which weight less in the whole company’s operation.
Ⅷ.Special purpose vehicle controlled by the Company
□ Applicable √ Not applicable
Ⅸ.Prospect for future development of the Company
1.Strategy of the Company’s Development
The year 2018, which is the beginning of the implementation of the19th CPC National Congress and the
40th anniversary of reform and opening up, will be a crucial year for the decisive victory to build a well-off
society in an all-round way and to carry out the 13th Five-Year Plan. The 2018 “Government Work
Report” emphasized that we should continue to adhere to the general tone of work for stability and
progress, adhere to the new development concept, closely follow changes in major social conflicts in our
country, and coordinate the promotion of each work for steady growth, reform, structural adjustment,
benefiting people’s livelihood and the risk prevention in accordance with the requirements of high-quality
development, vigorously promote the reform and opening up, innovate and improve the macroeconomic
56
Sino Great Wall Co., Ltd. 2017 Annual Report
regulation and control, promote the quality reformation, efficiency reformation and motivation reformation,
and make sound achievements especially in combating tough battles for defusing major risks, the
precision poverty alleviation and the prevention of pollution, guide and stabilize the expectations,
strengthen and improve people's livelihood, as well as promote the sustained and healthy economic and
social development.
1. Building construction:
Economic development of our country has a new trend with structure adjustment, steady
enhancement and upgrading of industrial transformation. It is estimated that our economic trend will
adjust from high-speed adjustment to middle-high increase with the reduction of fixed asset investment
increase rate of the whole society in the future. For a middle or long time, development of national
construction industry will change form high-speed increase to moderate increase. Although national
construction industry develops steadily, the potential of whole industry remains great. Our country
pushes greatly the public service on APP and infrastructure project, which will promote the great
development of related lines. Our company is engaged in construction, body of PPP project, which can
share the continuity and steady profits from construction, investment and operation of PPP project. in
addition, With the rapid increase of urbanization, the demands of resident’s house improving and living
condition needs a long time, construction market still has a bright future.
Overseas, there are clear signs of global economic recovery in 2018, with the further advancement
of the “Belt and Road” strategy will boost the development of construction in nations and areas along the
sea and create an opportunity for national construction enterprises. As a renown international
construction contractor, based on the reputation and market image cumulated for many years, the
57
Sino Great Wall Co., Ltd. 2017 Annual Report
company will exert first-move advantages on overseas business, talent advantages, management
advantages and customer advantages to ensure the rapid growth of overseas business and fully enjoy
the great benefits of “the Belt and Road” policy.
2. Healthcare:
“13th Five-Year Plan” plans out “Health China”. Medicare industry is of great concern. In 2013,
State Council issued Suggestion on Stimulating the Development of Health Service Industry. In 2015,
Ministry of Public Health and other four ministries successively issued Guidance on Pilot Projects of
the Public Hospital Reform and Suggestion on Building Medical Organization by Encouraging and
Guiding Social Capital and other standard files. With the issuance of a series of strategies and
standard files, construction and industry development on medical and health industry step a new
historical stage. The health demand of vast amount of population and constant growth of the mass
provide a great market space for the development of all medical and health industry.
(II) The Company’s Development Strategy
The company focuses its development strategy on two aspects: one is to strengthen the project
contracting and investment of the Belt and Road Initiative, and the other is to enhance the domestic
medical investment. At present, the company has possessed abundant projects in Southeast Asia,
South Asia, the Middle East and Africa, and aside from intensifying the exploitation of and investment to
the countries in the above-mentioned regions, the company will take the efforts to explore North America,
South America, Australia, Europe and other high-end markets as core for the next step. In the field of
medical investment, more funds will be disposed, apart from the investment of hospital construction in
PPP mode, in the acquisition of mature hospitals, the distribution of medical e-commerce, the
58
Sino Great Wall Co., Ltd. 2017 Annual Report
introduction of advanced medical technology and services from abroad. Centering around the
development strategies of “enlarging and strengthening overseas business to become an integrated
international construction services supplier” and “developing the health-care industry”, in the future, the
company will devote major efforts to developing abroad business and arranging the medical industry so
as to enhance its capacity for core competitiveness and profit constantly and eventually strive to build
itself into a prominent business group developed by the mutual driving forces of construction and
health-care industry.
(III) The Company's Business Plans
In 2018, the company will center on the development strategy formulated by the board of directors
according to the macroeconomic situation and the industry trends at home and abroad, focusing on the
following work:
1. Seize the historical opportunities and deepen the overseas markets
In 2018, the company will continue to deepen its overseas markets by centering on the national
strategic layout, strengthen the exchanges and cooperation with the governments of countries and
regions along the Belt and Road, and fully grasp the opportunities for construction projects brought by
countries and regions along the “One Belt and One Road”, constantly expand the scale of the company's
overseas business, focus on the intensive and meticulous cultivation of key markets, and innovate the
business operation models to enhance the overseas influence of Sino Great Wall Brand.
2. Increase the efforts for the development of domestic business and actively participate in the
construction of PPP projects and Xiong'an New District project construction
In 2018, the company will continue to increase its domestic business development efforts,
continuously enhance the company's construction qualifications and improve the company's capability of
59
Sino Great Wall Co., Ltd. 2017 Annual Report
construction engineering, and actively participate in the construction of PPP projects. Also, the company
will respond positively to the CPC Central Committee's call to further promote the coordinated
development strategy of Beijing, Tianjin and Hebei, strengthen the company's business development
and project implementation in the Xiong'an New District, and strive to participate in Xiong'an New District
project construction.
In 2018, the company will continue to expand its business space in fields such as healthcare,
infrastructure, etc., expand its domestic business scope, increase the company's domestic business
revenue and profits, and enhance its overall strength and core competitiveness.
3. Actively develop new business and find new profit growth points
According to the "Guidelines for the Development of Prefabricated Buildings by the General Office
of the State Council" and in light of the actual situation of the company, the Company has established
the Sino Great Wall Smart House Industry (Zhanjiang) Co., Ltd to carry out the construction of the R&D
center and the production base for the prefabricated smart houses, researching and developing the
application technology of prefabricated building and accelerating the pace of entering the field of
prefabricated smart house construction, thus to create new profit growth points for the Company.
4. Constantly broaden the financing channels and enhance the Company’s strength
In 2018, the company will make full use of the platform advantages of listed company, well utilize
the capital market, and actively explore various financing channels. According to the business
development, project progress and the needs of mergers and acquisitions, the company will, through the
issuance of corporate bonds, private debt and short-term financing bonds and so forth various means to
raise funds in a timely manner, and optimize the company’s financial status, thus to ensure the smooth
operation of the company’s various business activities.
60
Sino Great Wall Co., Ltd. 2017 Annual Report
4.Main Risks faced by the Company and Solutions
(1)Influence of Macro Economy and Policy
The construction industry and the health-care industry, in which the Company are engaging, are
influenced greatly by macro economy and policies. The uncertainty in international and domestic
economic situation and the changes of national policy will bring potential risks to the Company’s market
development and operating management.
Solutions: Pay constant attention to the international and domestic economic situation to make
reasonable prejudgement. Make timely adjustment for operating strategy and marketing policy and
make pre-arranged planning which copes with market changes to guarantee the smooth realization for
business goals in 2017.
(2)Risks Aggravated by the Market Competition
As to the international market, on the one hand, the combinations among the strong ones of the
giant international contractors in Europe, America, Japan and South Korea are increasingly common,
which can increasingly strength the aspects including the technology, financing and management; on the
other hand, more domestic enterprises have participated in the international market competition of
construction & engineering, intensified the overseas construction market competition. In the domestic
market, with the continuous rise of the attractiveness of PPP projects, many companies have
participated in the construction of PPP projects. Thus, the PPP projects have been more difficult to bid
and have fierce competition, which imposes a higher requirement on the Company's market expansion.
Solutions: Strengthen team construction and take first-mover advantage of the Company’s overseas
business. Draw lessons from the past, improve the capacity of management and control for the
Company’s own projects to constantly heighten the Company’s core competitiveness.
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Sino Great Wall Co., Ltd. 2017 Annual Report
(3)Management Risks Brought by Constant Business Scope Enlargement
The company's main business is in a fully competitive market with low industry barriers and fierce
competition. The company is in a period of rapid development, and the rapid development and
expansion of domestic and foreign businesses raise higher requirements for the company's
organizational operations and project management.
Solutions: Strengthen learning and training, constantly improve the quality of the on-the-job
managers and technicists, introduce high-level personnel and improve the overall management capacity
and the technical capacity of the Company to fully adapt to the pace of the Company’s speedy
development
Ⅹ.Particulars about researches, visits and interviews received in this reporting period
1.Particulars about researches, visits and interviews received in this reporting period
√ Applicable □ Not applicable
Way of Types of
Reception time Basic index
reception visitors
The interactive relation with the investors on Shenzhen Stock
Onsite Exchange platform about Sino Great Wall International
January 9,2017 Organization
investigation Engineering Co., Ltd: Record of the investors relations activities
on January 9, 2017.
The interactive relation with the investors on Shenzhen Stock
Onsite
January 12,2017 Organization Exchange platform about Sino Great Wall International
investigation
Engineering Co., Ltd: Record of the investors relations activities
62
Sino Great Wall Co., Ltd. 2017 Annual Report
on January 12, 2017.
The interactive relation with the investors on Shenzhen Stock
Onsite Exchange platform about Sino Great Wall International
February 21,2017 Organization
investigation Engineering Co., Ltd: Record of the investors relations activities
on February 21, 2017.
The interactive relation with the investors on Shenzhen Stock
Onsite Exchange platform about Sino Great Wall International
February 22,2017 Organization
investigation Engineering Co., Ltd: Record of the investors relations activities
on February 22, 2017.
The interactive relation with the investors on Shenzhen Stock
Onsite Exchange platform about Sino Great Wall International
May 5,2017 Organization
investigation Engineering Co., Ltd: Record of the investors relations activities
on May 5, 2017.
The interactive relation with the investors on Shenzhen Stock
Onsite Exchange platform about Sino Great Wall International
August 24,2017 Organization
investigation Engineering Co., Ltd: Record of the investors relations activities
on August 24, 2017.
Reception times 6
Reception agency amount 53
Reception personal number 0
Others 0
63
Sino Great Wall Co., Ltd. 2017 Annual Report
Whether to disclose, reveal or disclose
No
non-public material information
64
Sino Great Wall Co., Ltd. 2017 Annual Report
V. Important Events
ⅠSpecification of profit distribution of common shares and capitalizing of common reserves
Formulation, implementation and adjustment of profit distribution policy of common shares especially
cash dividend policy during the reporting period
□Applicable √Not applicable
The profit distribution preplan or proposal and the preplan or proposal of conversion of the capital
reserve into share capital in the past three years(with the reporting period inclusive):
Profit distribution plan for 2015：based on the 2015 total share capital of 446.906582 million shares, The
Company will transfer the capital reserve to increase capital stock, 28 shares for every 10 shares.
Profit distribution Preplan for 2016：the Company distributed cash dividends of RMB 0.60 (including tax)
for every 10 shares based on the existing 16,982,450,110 shares. with a total distribution of RMB
101,894,700.66.No bonus shares were given and no capital reserves were conversed. The remaining
un-allocated profit will be carried over to the next year.
Profit distribution plan for 2017：the Company distributed cash dividends of RMB 0.40 (including tax) for
every 10 shares based on the existing 1,698,245,011 shares. With a total distribution of RMB
67,929,800.44. No bonus shares were given and no capital reserves were conversed. The remaining
un-allocated profit will be carried over to the next year.
Dividend distribution of the latest three years
In RMB
65
Sino Great Wall Co., Ltd. 2017 Annual Report
Net profit
Ratio in net profit
attributable to the Amount of cash Proportion of cash
attributable to the
over of the parent dividends from dividends from
Cash dividend parent company in
Year company in the cash offer to cash offer to
(Including Tax) the consolidated
consolidated repurchase shares repurchase shares
financial
financial of the funds of the funds
statements
statements
2017 67,929,800.44 380,090,990.82 17.87% 0.00
2016 101,894,700.66 473,661,862.67 21.51%
2015 0.00 346,648,651.48 0.00% 0.00 0.00%
In the reporting period, both the Company’s profit and the parent company’s retained earnings were
positive however not cash dividend distribution proposal has been put forward.
□ Applicable √Not appliable
II.Profit distribution plan and capitalizing of common reserves plan for the Period
√ Applicable □ Not applicable
Bonus shares for every ten shares(Shares) 0
Cash dividend for everty ten shares
0.40
(Yuan)(Tax-included)
Distribute additional (shares)for 10 shares 0
A total number of shares as the distribution 1,698,245,011
66
Sino Great Wall Co., Ltd. 2017 Annual Report
basis(shares)
Total cash dividend (Yuan)(Tax-included) 67,929,800.44
Allocable profit（Yuan） 0.00
Proportion of cash dividend in the distributable
1
profit (%)
Cash dividend distribution policy
Other
Details of proposal of profit distribution preplan or share conversion from capital public reserve
According to the “audit report” issued by BDO China Shu Lun Pan Certified Public Accountants LLP , as of December
31, 2017, the company’s parent company’s capital reserve balance was RMB 1,237,956,472.37, and the undistributed
profit was RMB242,353,634.55. In view of the company's development strategy and future business development
needs, based on the provisions of the “Company Law” and “Articles of Association”, on the basis of taking into account
the reasonable investment returns of shareholders and the company's mid-to-long term development plan, the following
distribution plan is proposed: Based on the existing 1,698,245,011 shares of the company's existing capital, a cash
dividend of RMB 0.40 (taxes included) will be distributed for every 10 shares, and a total of RMB 67,929,800.44 will be
distributed as a cash dividend. No bonus shares were given and no capital reserves were conversed. The
remaining un-allocated profit will be carried over to the next year.
Note: If the share capital base for the company's profit distribution plan is temporarily uncertain, then the
details of the profit distribution plan are required.
67
Sino Great Wall Co., Ltd. 2017 Annual Report
III.Commitments to fulfill the situation
1.The fulfilled commitments in the reporting period and under-fulfillment commitments by the end of the
reporting period made by the company, shareholder, actual controller, acquirer, director, supervisor,
senior management personnel and other related parities.
√ Applicable □ Not applicable
Time of
Peiod of
Commitment making Fulfillme
Commitment Type Contents commitm
maker commitmen nt
ent
t
Commitment on
No No No No No
share reform
Commitment in the
acquisition report
No No No No No
or the report on
equity changes
Shares acquired by purchases of
Commitments in assets through issuing shares: “I will Strict
Chen Lue, He March 36
assets Stock lock not transfer the new shares of Victor perform
Feiyan 19,2015 months
reorganization Onward Holdings acquired through ing
this restructuring, including but not
68
Sino Great Wall Co., Ltd. 2017 Annual Report
limited to the public transfer through
the stock market or by agreement, and
I will not entrust anybody else to
manage my shares of Victor Onward
Holdings, within 36 months from the
date new shares list and before the
date I’ve carried out my obligations of
performance compensation under this
restructuring(subject to whatever is
early, hereinafter referred to as
“lock-up periods”). If the closing price
of shares of Victor Onward Holdings
were lower than this issue price for 20
continuous trading days in 6 months
after the restructuring transaction has
been completed, or the final closing
price were lower than this issue price
6 months after the transaction has
been completed, the lock-up periods
of my shares of Victor Onward
Holdings are automatically prolonged
for 6 months. (The above-mentioned
69
Sino Great Wall Co., Ltd. 2017 Annual Report
issue price will be calculated
according to the price after the
adjustment of ex-dividend, etc. if
ex-dividend behaviors of the company,
including distribution of dividends,
giving bonus, conversion of share
capital, rationing shares, and etc.,
were happened during the
above-mentioned periods. If the
restructuring transaction were March
19,2015 36 mont hs Strict perfor ming
Shenzhen Victor Onward Textile
Industrial Co., Ltd. The Third Quarterly
Report 2015. 14 investigated by
judicial authorities or China Securities
Regulatory Commission due to false
record, misleading statement or major
omission of the information provided
or disclosed, I will not transfer my
shares of the company before the
conclusion of the case has been made
clear. After the above-mentioned
70
Sino Great Wall Co., Ltd. 2017 Annual Report
lock-up periods, I will sell or transfer
the new shares of the company
acquired from this restructuring
following relevant regulations of China
Securities Regulatory commission and
Shenzhen Stock Exchange.
Shares acquired by matching funds
raised: “I will not transfer the new
shares of Victor Onward Holdings
acquired through this issuing by any
way, including but not limited to the
Strict
public transfer through the stock March 36
Chen Lue Stock lock perform
market or by agreement, within 36 19,2015 months
ing
months from the date new shares list.
If regulation rules or regulators have
longer requirements for lock-up
periods, it should be executed
accordingly.
Up to the issue day of the letter, I and
Strict
No capital other corporations controlled by me March Long-ter
Chen Lue perform
occupation haven’t possessed funds of Sino 19,2015 m
ing
Great Wall; After the transaction is
71
Sino Great Wall Co., Ltd. 2017 Annual Report
completed, I and other companies
controlled by me (if any), except for
listed companies and their holding
subsidiaries, will not possess the
funds of listed companies or Sino
Great Wall by any way, including cash
in advance, other expenses, direct or
indirect loans, assumption, etc. and try
our best to avoid fund intercourse with
listed companies or Sino Great Wall,
which has nothing to do with normal
operations. If Sino Great Wall got
penalized by government
administration departments due to the
money lending which was happened
before the transaction, I will bear the
total compensation for the company’s
loss resulting from it by cash in order
to guarantee Sino Great Wall won’t
suffer any loss. Meanwhile, I will
actively urge Sino Great Wall to
establish complete inner control
72
Sino Great Wall Co., Ltd. 2017 Annual Report
system and funds management
system within lawful authority.
In view of the fact that the houses
rented by Sino Great Wall and it’s son
subsidiaries, subsidiaries, haven’t
rental registration, I promise, if Sino
Cash Strict
Great Wall and its son subsidiaries, March Long-ter
Chen Lue compensati perform
subsidiaries, were penalized by real 19,2015 m
on ing
estate management department or
suffered other losses resulting from it,
I agree to compensate the loss of the
company by cash.
During the reporting period, the project
which Sino Great Wall is involved in is
the decoration engineering
construction project of Libo Grand
Cash Strict
Hotel (hereinafter referred to as “Libo March Long-ter
Chen Lue compensati perform
project”) which the company 19,2015 m
on ing
contracted before the bidding process.
Sino Great Wall is not involved in any
other projects except for Libo project
before bidding process. As to the
73
Sino Great Wall Co., Ltd. 2017 Annual Report
violating issues existed in the Libo
project, I promise as follows: if Sino
Great Wall got penalized by
government administration
departments or suffered any economic
loss resulted from it, I will compensate
the company by cash; Meanwhile, I,
within lawful authority, will also
promise to urge the company to
undertake related construction
projects legally so as to avoid violating
issues happened before
implementation of bidding process,
i.e., at the time for construction again.
“1. Up to October 13th,2014, the
related expenses of the litigation and
arbitration cases, including the actual
Cash Strict
price, compensation, penalty, ligation March Long-ter
Chen Lue compensati perform
costs, etc. which the parent-subsidiary 19,2015 m
on ing
companies of Sino Great Wall needs
to pay caused by the final results of
ligation and arbitration cases, exceed
74
Sino Great Wall Co., Ltd. 2017 Annual Report
the amount of liabilities which
recognized in the “Audit Report”
made for Sino Great Wall by Ruihua
CPA (Special Ordinary Partnership)
on the basis of the audit base day of
July 31st, 2014, I promise to bear the
balance by cash unconditionally so as
to guarantee the parent-subsidiaries of
Sino Great Wall won’t suffer any loss.
2. This commitment letter is
irrevocable.
1. On condition that ownership defect
exists in the lease of house property of
parent-subsidiary companies of Sino
Great Wall and its subsidiary
Cash corporation, which resulted in inability Strict
March Long-ter
Chen Lue compensati for parent-subsidiary companies of perform
19,2015 m
on Sino Great Wall and its subsidiary ing
corporation to continue leasing this
house property but having to relocate,
or parent-subsidiary companies of
Sino Great Wall and its subsidiary
75
Sino Great Wall Co., Ltd. 2017 Annual Report
corporation can’t timely find suitable
workplace for lawful operation in
related area, I will undertake to
compensate by cash for
parent-subsidiary companies of Sino
Great Wall’s losses which are caused
by operation and finance due to the
above-mentioned matters. 2. I
undertake to unconditionally bear the
relevant fines by cash for
parent-subsidiary companies of Sino
Great Wall on condition that the rental
house property of parent-subsidiary
companies of Sino Great Wall and its
subsidiary corporation is in absence of
handling procedures for filing house
leasing ,which resulted in that
parent-subsidiary companies of Sino
Great Wall and its subsidiary
corporation are fined by property
administrative department. 3.The
commitment letter is irrevocable.
76
Sino Great Wall Co., Ltd. 2017 Annual Report
“In condition that parent-subsidiary
companies of Sino Great Wall or its
son subsidiary haven’t paid social
security or housing fund for staff
according to law, which resulted in any
losses to Sino Great Wall , including
the competent authorities’
Cash requirement for Sino Great Wall or its Strict
March Long-ter
Chen Lue compensati subsidiary to make supplementary perform
19,2015 m
on payment, to be punished and ing
resourced, I will bear by full-amount
cash for the fee of supplemental
payment and the expense and fee for
being punished or resourced, which is
to guarantee Sino Great Wall and its
subsidiary to avoid suffering from any
loss ”.
“At present, Suzhou Lvbang has
Cash possessed one state-own land use Strict
March Long-ter
Chen Lue compensati right, of which the land certificate is perform
19,2015 m
on Suzhou Guo Yong(2014) ing
No.Y2014086”, locates in Danan
77
Sino Great Wall Co., Ltd. 2017 Annual Report
Village, Dadian Town, Yongqiao
District, Suzhou City with 32,966
square meters of area and the
purpose for industry. Suzhou Lvbang
possesses its own factory with
9,843.87 square meters of area
above-mentioned, which is the
building reserved on the former selling
land. Suzhou Lvbang is carrying out
refurnishing and reconstruction for this
factory and has acquired “License of
Construction Land Planning ”with
No.2014-08-001 approved and issued
by Yongqiao District, Suzhou City’s
housing and rural construction bureau,
of which other examination and
approval procedures of construction
are in the process of handling “I
undertake to actively supervise and
urge Suzhou Lvbang on handling
procedures of the approval process
involved with factor refurnishing and
78
Sino Great Wall Co., Ltd. 2017 Annual Report
reconstruction, and which is suffered
from administrative punishment by
relevant competent authorities in
reason of claiming certificate of title, or
in which any dispute or controversy
exist in construction and ownership,
which shall be my responsibility to
carry out solution, and I undertake to
compensate by cash for Suzhou
Lvbang’s losses which are due to this
matter, guaranteeing no losses occur
to Sino Great Wall and Suzhou
Lvbang for this matter.
“According to the “Agreement of
Significant Asset Replacement and
Issue of Share to Buy Asset”
Cash (hereinafter referred to as Strict
March Long-ter
Chen Lue compensati “Agreement”) signed among Victor perform
19,2015 m
on Onward Holdings, all shareholders of ing
Sino Great Wall and Union
Development Group Co., Ltd
(hereinafter referred to as“ Union
79
Sino Great Wall Co., Ltd. 2017 Annual Report
Group”) on October 13, 2014, all the
creditor’s rights and liabilities related
to place-out asset before the delivery
date of Victor Onward Holdings shall
be Union Group’s responsibility to
carry out solution; After the asset
delivery date, if any losses occur to
Victor Onward Holdings in reason of
the liability transfer of asset delivery,
personnel placement, unsettled
dispute or controversy and other
compensation related to place-out
asset, payment obligation and
punishment, Union Group or the
specified third party shall sufficiently
compensate all losses for Victor
Onward Holdings for the above
matters. I undertake, if Union Group
and the specified third party refuse to
compensate the losses caused by the
above mentioned matters for Victor
Onward Holdings according to the
80
Sino Great Wall Co., Ltd. 2017 Annual Report
“ Agreement”, I will compensate by
cash for the Victor Onward Company
within 5 working day in advance.
Meanwhile, I will reserve the resource
rights for Union Group and the
specified third party “.
According to“ Agreement of
Shenzhen Victor Onward Textile
Industrial Co., Ltd., Chen Lue and He
Feiyan Concerning on Performance
Compensation” and its supplemental
agreement , Chen Lue’s promised
Performanc Sino Great Wall that the net profit
Strict
Chen Lue , He e deducted by incidental losses and May Long-ter
perform
Feiyan commitmen attributable to the parent companies’ 11,2015 m
ing
t owners after audition of 2015, 2016
and 2017 shall be respectively more
than RMB 345.8 million, RMB 438.5
million and RMB 538.2 million. If the
net profit of Sino Great Wall is less
than the promised net profit mentioned
above , Chen Lue and He Feiyan will
81
Sino Great Wall Co., Ltd. 2017 Annual Report
compensate for listed company in
accordance with “Performance
Compensation Agreement” and its
supplemental agreement
1. This reorganization is planned to
place in asset. At present, complete
separation has existed between me or
other enterprises under my
possession (if any) and the listed
company in staff, asset, finance,
institution and business of Sino Great
Wall. Independence exists in both
Independe Strict
Chen Lue; He staff, asset, finance, institution and September Long-ter
nt perform
Feiyan business and no confusion exists. 2. I 30,2015 m
competition ing
undertake, after this reorganization, to
ensure the continued complete
separation between me or other
enterprises under my possession(if
any) and the listed company in staff,
asset, finance, institution and
business, sustaining the
independence in the listed company’s
82
Sino Great Wall Co., Ltd. 2017 Annual Report
staff, asset, finance, institution and
business, as follows: (1).The
Ensurance of Independence for Listed
Company’s Personnel Ensure that the
general manager, the vice-general
manger, the chief financial officer, the
board secretary and the senior
executives of the Company only
accept salary in listed company,
including no holding of any post
except director and supervisor in my
enterprise or other enterprises under
my possession. 2.Ensure the
complete independence exists among
the listed company’s labor, personnel,
and salary management and me. 3.
The director, supervisor, general
manager and other senior executives
recommended by me have all been
through the legal procedures, and I will
not intervene the company’s board
and the shareholder’s decision for
83
Sino Great Wall Co., Ltd. 2017 Annual Report
appointing and dismissing personnel
by exercising official power. (2)The
Ensurance of the Asset Independence
of Listed Company 1.Ensure that the
listed company possesses business
system related to operation and the
relevant completely-independent
asset. 2.Ensure that no occupation of
mine exists in capitals and assets of
the listed company. 3.The Ensurance
of the Financial Independence of
Listed Company 1.Ensure that the
independent finance department and
the independent financial calculating
system set up by the listed company,
which possess normative and
independent financial and accounting
rules. 2. Ensure that the listed
company independently opens a bank
account, not sharing the same bank
account with me. 3.Ensure that the
financial staff of the listed company
84
Sino Great Wall Co., Ltd. 2017 Annual Report
holds no part-time post in my
enterprise and other enterprises under
my possession. 4. Ensure that the
listed company pays taxes according
to law. 5. Ensure that the listed
company makes the financial
decision-making independently, I will
not intervene the utilization of the
listed company’s capital. (4)The
Ensurance of the Institutional
Independence of Listed Company
1.Ensure that the listed company sets
up perfect governance structure for
the share company’s legal person,
which possesses independent and
complete institutional framework
2.Ensure that the shareholder’s
meeting, the board of director, the
independent director, the supervisor
and the general managers exercise
official powers according to laws,
regulations and articles of
85
Sino Great Wall Co., Ltd. 2017 Annual Report
incorporation (5)The Ensurance of the
Business Independence of Listed
Company 1. Ensure that the listed
company possesses the asset, staff,
qualification and ability for
independently holding business
activities, which possesses the
independent, autonomous and sustain
operation ability catering to the
market. 2. Ensure that I will not
intervene the listed company’s
business activities except exercising
shareholder’s rights. 3.Ensure that I or
other enterprises under my
possession will avoid working on the
listed company’s main business which
possesses substantial competition. 4.
Ensure to reduce the related
transaction between me and the listed
company or between other enterprises
under my possession and the listed
company as much as possible; When
86
Sino Great Wall Co., Ltd. 2017 Annual Report
confirming necessary but unavoidable
related transaction, I will ensure the
fair operation according to the
principle of market culture and the fair
price, and fulfill the transaction
procedures and the obligation of
disclosing information according to
relevant laws and regulations and
normative document.
Relate “1.Before this reorganization, the March Long Strict
transa fairness and reasonableness of pricing 19,2015 term perfo
ctions and the legitimacy and effectiveness rming
of decision-making procedure exist in
the transaction(if any) between me or
the enterprise under my possession(if
Chen Lue; He
any) and Sino Great Wall which is
Feiya
planned to place asset in, no related
transaction with obvious unfairness
exists ; 2.After this reorganization, I or
the enterprise under my possession
will avoid and reduce the related
transaction with listed company as
87
Sino Great Wall Co., Ltd. 2017 Annual Report
much as possible. As for any
unavoidable or reasonable related
transaction, I or the enterprise under
my possession will sign the agreement
according to laws and fulfill the lawful
procedure, and fulfill relevant approval
procedure for internal decision-making
and timely fulfill the obligation of
disclosing information according to
law, following relevant laws,
regulations, other normative
documents and articles of listed
company, which is to guarantee the
fairness and reasonableness in
related transaction pricing, to
guarantee the fairness of transaction
condition and to guarantee not to
utilize the related transaction to
illegally transfer the capital and profit
of listed company, and not to utilize
this transaction to engage in any
behaviors which will cause any losses
88
Sino Great Wall Co., Ltd. 2017 Annual Report
to listed company or other
shareholder’s legitimate rights. Once I
violate the above promises and cause
losses to the listed company, I will
compensate the listed company for
the losses caused by the this matter.
During the assets reorganization, the
house property and land without
property certificate in the disposed
assets within the plant area of Kuixin
Community of Kuichong Street of
Longgang District and the expected
Union compensations, as well as the
Strict
Development Income expected compensations concerning March Long-ter
performi
Group Co., disposal to the regaining of plots planned as 19,2015 m
ng
Ltd. schools within the right of land use of
Nanyou Industrial Park of Nanshan
District have not been recorded in the
assessment. Therefore, Union Group
promises that after the reorganization,
if Union or a third party appointed by
Union receives compensations or
89
Sino Great Wall Co., Ltd. 2017 Annual Report
incomes related toabove-mentioned
disposed assets which are house
property and land without property
certificate as well as regaining of plots
planned as schools, Union will return
the benefits to Victor Onward
Holdings, in 10 working days since the
collection. The actual costs and fees
during the possession of the house
property and land and the paid as well
as the unpaid but necessary costs and
fees for the reception of the
above-mentioned benefits for Union
Group or its third party will be
deducted from the income. The
specific benefits and payable costs
and fees should be confirmed jointly
by Union Group and Victor Onward
Holdings based on the actual
situations. （Notes:On June 25,
2015,All shareholders of Victor
Onward Holdings, Union Group and
90
Sino Great Wall Co., Ltd. 2017 Annual Report
Sino Great Wall Signed
supplementary agreement, and
specified that the land and houses
without ownership certificate of Victor
Onward Holdings located at the
factory area of Kuixin community of
Kuichong street office of Longgang
district (the land area is about 50,000
square meters, the built-up area of
houses is about 25,000 square
meters, among them about 18,000
square meters of buildings at built-up
area are within the plan of removal
and collection of government，
hereinafter referred as
“undocumented property) still belongs
to Victor Onward Holdings. And the
benefits and risks of the real estate
without certificate are enjoyed and
assumed by Victor Onward Holdings.”
Union Cash According to the Term 5.5.3 of March Long-ter Complet
Development compensati Agreement on Major Asset 19,2015 m ed the
91
Sino Great Wall Co., Ltd. 2017 Annual Report
Group Co., Ltd on Replacement and Asset Purchase impleme
Through Issuing Shares (hereinafter ntation
referred to as Agreement) signed on (On
October 13, 2014 by the company and March
all shareholders of Victor Onward Co. 29,
Ltd.. and Sino Great Wall, Victor 2018,
Onward Holdings should obtain the the
letter of approval concerning the compan
transferred debts of the disposed y
assets from the creditor (including the received
guarantee, similarly hereinafter) an
before the date of assets delivery. In economi
the situation of debts on Victor c
Onward Holdings due to the absence compen
of creditor’s consent, the company or sation of
the third party appointed by the RMB
company is in charge of paying off 100
debts or reaching agreement on the million
solution with the creditor. When there from
are losses caused by improper Shenzhe
solutions of the company or the third n Union
party appointed by the company, the Develop
92
Sino Great Wall Co., Ltd. 2017 Annual Report
company or the third party appointed ment
by the company will fully compensate Investm
for the caused losses of Victor Onward ent Co.,
Holdings in 5 working days after Ltd., and
receiving the notice. According to the promise
Term 5.5.4 of Agreement, after the d to
date of assets delivery, any complet
compensations, obligations of e the
payment and penalties caused by performa
disposed assets as well as unsettled nce.)
disputes in Victor Onward Holdings
will be undertaken and solved by the
company or the third party appointed
by the company, and Victor Onward
Holdings assumes no responsibility.
When there are losses caused by it,
the company or the third party
appointed by the company will fully
compensate for the caused losses of
Victor Onward Holdings in 5 working
days after receiving the notice.
According to the Term 5.6.1 of
93
Sino Great Wall Co., Ltd. 2017 Annual Report
Agreement and based on the principle
of “staff arrangement according to the
assets”, the labor relations, social
insurance relations including pension,
medical treatment, unemployment,
working injury and maternity, and
other liable welfare and salary of all
the staff in Victor Onward Holdings.
(including but not limited to on-post
Shenzhen Victor Onward Textile
Industrial Co., Ltd. The Third Quarterly
Report 2015. 25 employees,
employees awaiting job assignments,
retired employees, retained
employees with suspend salary,
transferred employees, and temporary
employees, etc) will be transferred to
the company or the third party
appointed by the company.
Compensations or related matters (if
any) due to the termination of labor
relationship in advance with Victor
94
Sino Great Wall Co., Ltd. 2017 Annual Report
Onward Holdings, the company or the
third party appointed by the company
will be in charge of the payment. The
company promises that for the losses
caused by matters such as the
above-mentioned debt transfers of
disposed assets, personnel
arrangement, unsettled disputes,
potential debts, payment obligations
and penalties, the company or the
third party appointed by the company
will fully compensate for the losses of
Victor Onward Holdings due to the
above-mentioned matters based on
the Agreement in cash.
Commitments
make in initial
No No No No No
public offering or
re-financing
Equity incentive
No No No No
commitment
95
Sino Great Wall Co., Ltd. 2017 Annual Report
Other
commitments for
No No No No
medium and small
shareholders
Completed on
Yes
time(Y/N)
If the
commitments is
not fulfilled on
time, shall explain Nil
the specify reason
and the next work
plan
2.The existence of the company's assets or projects earnings forecasts and earnings reporting period is
still in the forecast period, the company has assets or projects meet the original profit forecast made and
the reasons explained
□Applicable √ Not applicable
IV.Particulars about the non-operating occupation of funds by the controlling shareholder
□ Applicable √ Not applicable
No non-operating occupation from controlling shareholders and its related party in the period.
96
Sino Great Wall Co., Ltd. 2017 Annual Report
V.Explanation of the Supervisory Committee and Independent Directors (If applicable)on the Qualified
Auditor’s Report Issued by the CPAs.
□ Applicable √ Not applicable
VI.Explain change of the accounting policy, accounting estimate and measurement methods as
compared with the financial reporting of last year.
√Applicable □Not applicable
Implementation of the "No. 42 Accounting Standard for Business Enterprises-Non-current Assets for
Sale, Disposal Group, and Termination of Operation”, the “No. 16 Accounting Standard for Business
Enterprises-Government Grants” and the “Notice on the Issuance of the Revised Format of Financial
Statements for General Enterprises”, Revised the original accounting policy
VII.Explain retrospective restatement due to correction of significant accounting errors in the reporting
period
□Applicable √ Not applicable
No major accounting errors within reporting period that needs retrospective restatement for the
Company in the period.
VIII.Explain change of the consolidation scope as compared with the financial reporting of last year.
√Applicable □Not applicable
97
Sino Great Wall Co., Ltd. 2017 Annual Report
During the reporting period, the changes in the scope of the consolidated statements are detailed in the
notes to the financial statements.
IX. Engagement/Disengagement of CPAs
CPAs currently engaged
Name of the domestic CPAs BDO China Shu Lun Pan Certified Public Accountants LLP
Remuneration for domestic accounting firm (RMB’0000) 200
Continuous life of auditing service for domestic accounting
3
firm
Name of domestic CPA Liao Jiahe, Feng Xue
Continuous life of auditing service for domestic accounting
3
firm
Has the CPAs been changed in the current period
□ Yes √ No
CPAs firm for the internal control audit
√applicable □ Not applicable
In the current year, the company engaged BDO China Shu Lun Pan Certified Public Accountants LLP as
the internal control audit accounting firm, during the period, the company totally pays RMB 0. 5million for
the internal control audit expenses.
98
Sino Great Wall Co., Ltd. 2017 Annual Report
X.Situation of Facing Listing Suspension and Listing Termination after the Disclosure of the Yearly
Report
□Applicable √ Not applicable
XI.Bankruptcy reorganization
□Applicable √ Not applicable
No bankruptcy reorganization for the Company in reporting period.
XII.Significant lawsuits and arbitrations of the Company
□Applicable √ Not applicable
No significant lawsuits and arbitrations occourred in the reporting period.
XIII.Situation of Punishment and Rectification
□Applicable √ Not applicable
No penalty and rectification for the Company in reporting period.
XIV.Credit Condition of the Company and its Controlling Shareholders and Actual Controllers
□Applicable √ Not applicable
XV.Implementation Situation of Stock Incentive Plan of the Company, Employee Stock Ownership Plan
or Other Employee Incentive Measures
√Applicable □ Not applicable
99
Sino Great Wall Co., Ltd. 2017 Annual Report
The second meeting of the seventh board of directors, the second meeting of the seventh board of
supervisors and the 2015 third extraordinary general shareholder meeting were respectively convened
by the company on Nov 5, 2015 and Nov 23, 205, at which the Proposal on the First Phase of Employee
Stock Ownership Plan (draft) of Shenzhen Victor Onward Textile Industrial Co., Ltd was examined and
approved.
Please refer to the published on November 7, 2015 and November 24,2015 (www.cninfo.com.cn) on
the relevant announcement.
On December 24, 2015, the company as the asset trustor of the ESOP asset management plan,
together with the asset manager- Xingzheng Securities Asset Management Co.,Ltd and the asset
trustee- China Everbright Bank Co.,Ltd signed the contract of No.57 Xing Zheng Zi Guan Xin Zhong
Assets Management Contract of the Collection Assets Management Plan which concretely explained
and stipulated the information included the basic information of the collection plan, participating in and
withdrawal of the collection plan, guarantee, classification of the collection plan, the management
methods and the management rights of the customer assets in the collection plan, the establishment of
the collection plan, the expenses of the collection plan, the proceeds and its distribution of the collection
plan, investment philosophy and investment strategy, investment decision-making and risk control,
restrictions and prohibited behaviors of investment, information disclosure of the collection plan, transfer
of the share of the collection plan, non-transaction transfer ownership and freezing and so on.
Please refer to the published on December 29, 2015 (www.cninfo.com.cn) on the relevant
announcement.
As of January 7, 2016, the company’s first phase of the employee stock ownership plan has completed
the share-purchasing by means of buying in the secondary security market, of which the average
100
Sino Great Wall Co., Ltd. 2017 Annual Report
position price is RMB44.7578 per share, the total purchase quantity is 833,187 shares which account
for 0.1864% of the company's total share capital, and the total turnover is RMB37,291,630. The lock-up
period of the shares purchased under the plan is 12 months commenced from the date of this
announcement.Please refer to the published on January 8, 2016 (www.cninfo.com.cn) on the relevant
announcement.
On November 20, 2017, with the consent of more than two-thirds of the holders presented at the holders’
meeting, the “Proposal on the one-year extension of the company's first phase ESOP” was passed. On
November 21, 2017, the company held the twenty-sixth meeting of the seventh board of directors, which
reviewed and adopted the “Proposal on the one-year extension of the company's first phase ESOP”, and
according to the voting result of the holders’ meeting, the board agreed to extend the duration of the
company's first phase ESOP by one year, meaning that the ESOP can sell shares within the afore-said
extension of one year (until November 23, 2018).If the shares are not sold before the expiration of the
extended one year, a further meeting of the holders and the meeting of the board of directors can be
convened two months before the expiration to consider the follow-up matters.
announcement.
XVI.Material related transactions
1. Related transactions in connection with daily operation
□Applicable √ Not applicable
Nil
101
Sino Great Wall Co., Ltd. 2017 Annual Report
2. Related-party transactions arising from asset acquisition or sold
□Applicable √ Not applicable
No related transactions by assets acquisition and sold for the Company in reporting period.
3. Related-party transitions with joint investments
□Applicable √ Not applicable
No main related transactions of joint investment outside for the Company in reporting period.
4. Credits and liabilities with related parties
□Applicable √ Not applicable
Nil
5. Other significant related-party transactions
□Applicable √ Not applicable
No other material related transactions.
XVII.Particulars about significant contracts and their fulfillment
1. Particulars about trusteeship, contract and lease
(1) Trusteeship
□Applicable √ Not applicable
No trusteeship, contract or leasing for the Company in reporting period.
102
Sino Great Wall Co., Ltd. 2017 Annual Report
(2) Contract
□ Applicable √ Not applicable
No any contract for the Company in the reporting period.
(3) Lease
√Applicable □ Not applicable
Notes
During the reporting period, the company's leasing expenses were mainly the company’s office space
and staff quarters’ capital expenditures.
The company's profit and loss has reached more than 10% of the company's total profit during the reporting period
□ Applicable √ Not applicable
Nil
2.Guarantees
√ Applicable □ Not applicable
（1）Guarantees
In RMB’0000
Guarantee of the Company for the controlling subsidiaries (Exclude controlled subsidiaries)
Actual Guarantee Guarantee Complete Guarantee
Name of the Relevant Amount of Date of
mount of type term implement for
103
Sino Great Wall Co., Ltd. 2017 Annual Report
guarantee ation associated
Company disclosure Guarantee happening
or not parties
(Yes or
date/No. (Date of
no)
of signing
the agreement)
guarantee
d
amount
Total of external
Total of external guarantee guarantee actually
0 0
approved in the report term (A1) occurred in the report
term (A2)
Total of external
Total of external guarantee
guarantee actually
approved as of end of report 0 0
occurred as of end of
term (A3)
report term (A4)
Guarantee of the company for its subsidiaries
Amount of Actual date
guarantee Amount of of occurring Actual Related
Guarantee provided Type of Complet
and date the (signing date amount of Term guarante
to guarantee ed or not
of guarantee of guarantee e
disclosure agreements
November The joint
April
Sino International 70,000 16, 2017 70,000 liability 1 year No No
28,2017
guaranty
October The joint
April
Sino International 13,000 28, 2016 13,000 liability 1 year No No
28,2017
guaranty
104
Sino Great Wall Co., Ltd. 2017 Annual Report
February The joint
April
Sino International 7,000 28, 2017 7,000 liability 1 year No No
28,2017
guaranty
April 14, The joint
April
Sino International 20,000 2017 20,000 liability 1 year No No
28,2017
guaranty
January The joint
April
Sino International 18,000 3, 2017 18,000 liability 1 year No No
28,2017
guaranty
June 7, 2017 The joint
April
Sino International 1,2000 1,2000 liability 1 year No No
28,2017
guaranty
July 25, 2017 The joint
April
Sino International 40,000 40,000 liability 1 year No No
28,2017
guaranty
October The joint
April
Sino International 20,000 18, 2017 20,000 liability 1 year No No
28,2017
guaranty
November The joint
April
Sino International 10,000 22, 2017 10,000 liability 1 year No No
28,2017
guaranty
105
Sino Great Wall Co., Ltd. 2017 Annual Report
March The joint
April
Sino International 8,400 31, 2017 8,400 liability 30 months No No
28,2017
guaranty
January The joint
Wuhan Commercial April
10,889.81 18, 2017 10,889.81 liability 3 years No No
Work Hospital 28,2017
guaranty
September The joint
April
Sino Construction 5,000 30, 2017 5,000 liability 1 year No No
28,2017
guaranty
Total of guarantee for Total of actual guarantee
subsidiaries 900,000 for subsidiaries in the 234,289.81
approved in the Period (B1) Period (B2)
Total of guarantee for Total of actual guarantee
subsidiaries 900,000 for subsidiaries at 234,289.81
approved at Period-end (B3) Period-end (B4)
Guarantee of the subsidiaries for the controlling subsidiaries
Relevant Date of Complete Guarantee
Name of the Amount Actual
disclosure happening Guarantee Guarante implemen for
Company of mount of
date/No. of (Date o type e term tation associated
guaranteed guarantee guarantee
the signing or parties
106
Sino Great Wall Co., Ltd. 2017 Annual Report
guaranteed agreement) not (Yes or
amount no)
Total amount of
Total guarantee quota to the guarantee to the
subsidiaries approved in the 0 subsidiaries actually 0
reporting period (C1) incurred in the reporting
period (C2)
Total balance of actual
Total guarantee quota to the
guarantee to the
subsidiaries approved at the 0 0
subsidiaries at the end of
end of the reporting period (C3)
the reporting period (C4)
Total of Company’s guarantee（namely total of the large three aforementioned）
Total of actual guarantee
Total of guarantee in the Period
900,000 in 234,289.81
（A1+B1+C1）
the Period（A2+B2+C2）
Total of actual guarantee
Total of guarantee at Period-end at
900,000 234,289.81
（A3+B3+C3） Period-end
（A4+B4+C4）
Including：
Amount of guarantee for shareholders, actual controller and 0
107
Sino Great Wall Co., Ltd. 2017 Annual Report
its associated parties（D
The debts guarantee amount provided for the Guaranteed
parties whose assets-liability ratio exceed 70% directly or 0
indirectly（E）
D+E+F 2,342,898,099.51
Explanations on possibly bearing joint and several
Nil
liquidating responsibilities for undue guarantees ( If any)
Explanations on external guarantee against regulated
Nil
procedures(If any)
Description of the guarantee with complex method
（2）Illegal providing of external guarantees
□ Applicable √ Not applicable
No illegal providing of external guarantees in the report period.
3.Situation of Entrusting Others for Managing Spot Asset
(1)Situation of Entrusted Finance
□ Applicable √ Not applicable
Nil
(2)Situation of Entrusted Loans
108
Sino Great Wall Co., Ltd. 2017 Annual Report
□ Applicable √ Not applicable
Nil
4. Other significant contract
□ Applicable √ Not applicable
Nil
XVIII. Social responsibility
1. Execution of social responsibility
The company actively fulfilled its social responsibilities, and by continuously improving the
construction safety mechanism and actively implementing the measures such as occupational health
protection measures, the Company prevented the major safety accidents and ensured the personal
safety and health of employees; the Company continuously improved the salary and welfare system and
perfected various labor employment system, refined the harmonious labor relations, put great efforts to
provide employees with a broad space for development. Meantime, the company also has been
provided assistance to sick workers and difficult-life employees and promoted the harmonious
development between employees and society. The company always attaches great importance to the
return to shareholders, even in facing a complex and volatile market environment, the company strived
to complete its annual business plan, keeping the stable growth of the business performance.
Meanwhile, the company paid all taxes and fees in full in accordance with the law, and conscientiously
fulfilled its social responsibilities
109
Sino Great Wall Co., Ltd. 2017 Annual Report
2. Precise poverty alleviation social responsibility
There are no precise poverty alleviation carried out in the period and no follow plan either.
3. Environmental protection
The listed Company and its subsidiary whether belongs to the key sewage units released from
environmental protection department
No
The Company and its subsidiaries do not belong to the key pollutant discharge units announced by the
environmental protection department.
XIX. Explanation on other significant events
√ Applicable □ Not applicable
On July 7, 2016, the 10th meeting of the 7th Board of Directors and the 7th meeting of the 7th Board of
Supervisors were convened to examined and adopted the related proposals on non-publci Issuing of
Shares. On
July 25, 2016, the 2nd provisional general meeting of shareholders was convened to deliberate and
approve the
related proposals on Private Issuing of Shares.
On October 14, 2016, CSRC Receipt Notice on Administrative Licensing Application released by CSRC
was
received. The application documents for administrative licensing submitted by the company were
reviewed and
110
Sino Great Wall Co., Ltd. 2017 Annual Report
considered to be complete and conform to the legal form by CSRC, and the administrative licensing
application
was accepted by CSRC.
On March 22,2017, The company's application of non-public A-share issuance had been examined and
approved by the Issuance Examination Commission of CSRC. On July 21, 2017, the company received
the Approval for Sino Great Wall Co.,Ltd's Non-public Share Issuance by CSRC.，Approved that the
company's non-public issuance shall issue no more than 86,455,330 new shares, which shall be valid
within six months from the date (July 5, 2017) of approval of the issuance.
Due to changes in the capital market environment, the company failed to complete the above non-public
issuance within six months from the date of approval of the issuance by the China Securities Regulatory
Commission. Therefore, the above-mentioned approval of the non-public issuance of shares expired
automatically.
XX. Significant event of subsidiary of the Company
√ Applicable □ Not applicable
111
Sino Great Wall Co., Ltd. 2017 Annual Report
VI. Change of share capital and shareholding of Principal Shareholders
Ⅰ.Changes in share capital
1. Changes in share capital
In shares
Before the change Increase/decrease（+，-） After the Change
Amount Proporti Capitalizati
on Share Bonus on of
Proportio
allotme share common Other Subtotal Quantity
n
nt s reserve
fund
1.Shares with
conditional 681,035,811 40.10% 269,625 269,625 681,305,436 40.12%
subscription
3.Other domestic
681,035,811 40.10% 269,625 269,625 681,305,436 40.12%
shares
Including ：
42,479,672 2.50% 42,479,672 2.50%
Domestic Legal
112
Sino Great Wall Co., Ltd. 2017 Annual Report
person shares
Domestic natural
638,556,139 37.60% 269,625 269,625 638,825,764 37.62%
person shares
II.Shares with
1,017,209,20 1,016,939,57
unconditional 59.90% -269,625 -269,625 59.88%
0 5
subscription
1.Common shares
753,405,969 44.36% -269,625 -269,625 753,136,344 44.34%
in RMB
2.Foreign shares in
263,803,231 15.54% 263,803,231 15.54%
domestic market
III. Total of capital 1,698,245,01 100.00 1,698,245,01
0 0 100.00%
shares 1 % 1
Reasons for share changed
□ Applicable √ Not applicable
Approval of Change of Shares
□ Applicable √ Not applicable
Ownership transfer of share changes
□ Applicable √ Not applicable
Influence on the basic EPS and diluted EPS as well as other financial indexes of net assets per share
attributable to common shareholders of Company in latest year and period
□ Applicable √ Not applicable
113
Sino Great Wall Co., Ltd. 2017 Annual Report
Other information necessary to disclose for the company or need to disclosed under requirement from
security regulators
□ Applicable √ Not applicable
2. Change of shares with limited sales condition
√ Applicable □Not applicable
In shares
Number of
Number of Restricted
Initial Increased Date of
Shareholder Unrestricted Shares in the Reason for
Restricted Restricted Restriction
Name Shares This End of the Restricted Shares
Shares Shares This Removal
Term Term
Term
The major asset
restructuring and the
issue of shares to October
Chen Lue 525,344,262 0 0 525,344,262
purchase assets 14,2018
and raise matching
funds
The major asset
November
Chen Lue 55,995,934 0 0 55,995,934 restructuring and the
27,2018
issue of shares to
114
Sino Great Wall Co., Ltd. 2017 Annual Report
purchase assets
and raise matching
funds
Executive locking
Chen Lue 769,500 387,000 0 382,500 Not applicable
stock
The major asset
restructuring and the
issue of shares to October
He Feiyan 54,800,458 0 0 54,800,458
purchase assets 14,2018
and raise matching
funds
The major asset
restructuring and the
issue of shares to October
He Sen 1,637,435 0 0 1,637,435
purchase assets 14,2018
and raise matching
funds
Jiutai Fund－ The major asset
Bank of restructuring and the November
42,479,672 0 0 42,479,672
Communications issue of shares to 27,2018
－Jiutai Huitong purchase assets
115
Sino Great Wall Co., Ltd. 2017 Annual Report
No.2 specific and raise matching
customer asset funds
management
plan
Executive locking
Li Erlong 8,550 0 610,500 619,050 Not applicable
stock
Executive locking
Yang Chunling 0 0 46,125 46,125 Not applicable
stock
Total 681,035,811 387,000 656,625 681,305,436 -- --
II.Issuing and listing
1.Explanation of the Situation of the Security Issue(No Preferred Shares) in the Report Period
□ Applicable √ Not applicable
2.Change of asset and liability structure caused by change of total capital shares and structure
□ Applicable √ Not applicable
3.About the existing employees’ shares
□Applicable√Not applicable
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Sino Great Wall Co., Ltd. 2017 Annual Report
III.Shareholders and actual controlling shareholder
1. Number of shareholders and shareholding
In Share
Total
Total number Total The total number
preferred shar
of common shareholders at of preferred shar
eholders at the
shareholders the end of the eholders voting ri
end of the
at the end of 67,510 month from the 67,825 ghts restored at p 0 0
month from the
the date of eriod-end
date of
reporting disclosing the (if any)(See
disclosing the
period annual report Notes 8)
annual report
Shareholding of shareholders holding more than 5% shares
Number Amount Number of share pledged/frozen
Amount
Proportio of Changes of
of
Nuture of n of shares in un-restric
Shareholders restricte
shareholder shares held at reporting ted State of share Amount
d shares
held（%） period period shares
held
-end held
Domestic 583,454, +510,00 581,722, 1,731,86
Chen Lue 34.36% Pledge 473,260,594
Natural person 556 0 696 0
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Sino Great Wall Co., Ltd. 2017 Annual Report
STYLE-SUCCES Foreign legal 92,970,9 92,970,9
5.47% 0 0
S LIMITED person 10 10
Domestic Non-
Union Holdings 87,935,9 87,935,9
State-owned 5.18% 0 0
Co., Ltd. 21 21
legal person
Domestic 54,800,4 54,800,4
He Feiyan 3.23% 0 0
Natural person 58 58
Jiutai Fund－
Bank of
Communications
－Jiutai Huitong 42,479,6 42,479,6
Other 2.50% 0 0
No.2 specific 72 72
customer asset
management
plan
Bohai
International
Trust Co., Ltd.－ 29,104,0 29,104,0
Other 1.71% 0 0
Bohai Trust250 00 00
Henglifeng
Single fund trust
118
Sino Great Wall Co., Ltd. 2017 Annual Report
China
28,822,5 28,822,5
International Other 1.70% 0 0
43 43
Finance Co., Ltd.
Rich Crown
Foreign legal 23,235,3 23,235,3
Investment Co., 1.37% 0 0
person 13 13
Ltd.
Bank of China－
Fortis Income
14,731,7 -3,468,5 14,731,7
Growth Other 0.87% 0
83 37 83
Securities
Investment Fund
Qinghai Heyi
Domestic Non-
Industry 13,357,0 13,357,0
State-owned 0.79% +100 0 Pledge 13,357,000
Development 84 84
legal person
Co., Ltd.
Strategy investors or general legal
person becomes top 10
Nil
shareholders due to rights issued
(if applicable)See Notes 3）
Explanation on associated The largest shareholder of Mr. Chen Lue and the Fourth largest shareholder of Ms.
relationship among the aforesaid He Feiyan aforesaid are persons acting in concernp; The controlling shareholder of
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Sino Great Wall Co., Ltd. 2017 Annual Report
shareholders the above-mentioned third shareholder Shenzhen Union Holdings Co.,Ltd. And
Eigngh shareholder Rich Crown Investment Co., Ltd.. Is Union Development Group
Ltd. whether the other shareholders have associated relations are unknown.
Shareholding of top 10 shareholders of unrestricted shares
Quantity of unrestricted shares held at the end of Share type
Name of the shareholder
the reporting period Share type Quantity
Foreign shares
placed in
STYLE-SUCCESS LIMITED 92,970,910 92,970,910
domestic
exchang
RMB Common
Union Holdings Co., Ltd. 87,935,921 87,935,921
shares
Bohai International Trust Co., Ltd.
RMB Common
－Bohai Trust250 Henglifeng 29,104,000 29,104,000
shares
Single fund trust
China International Finance Co., RMB Common
28,822,543 28,822,543
Ltd. shares
Foreign shares
placed in
Rich Crown Investment Co., Ltd. 23,235,313 23,235,313
domestic
exchang
120
Sino Great Wall Co., Ltd. 2017 Annual Report
Bank of China－Fortis Income RMB Common
14,731,783 14,731,783
Growth Securities Investment Fund shares
Qinghai Heyi Industry Development RMB Common
13,357,084 13,357,084
Co., Ltd. shares
Foreign shares
placed in
Song Wenguang 9,053,781 9,053,781
domestic
exchang
RMB Common
Cai Yu 9,000,000 9,000,000
shares
RMB Common
Huang Huaian 8,507,000 8,507,000
shares
Explanation on associated
relationship or consistent action
among the top 10 shareholders of The controlling shareholder of the above-mentioned shareholder Shenzhen Union
non-restricted negotiable shares Holdings Ltd. and shareholder Rich Crown Investment Co., Ltd.. Is Union
and that between the top 10 Development Group Ltd.
shareholders of non-restricted
negotiable shares and top 10
shareholders
Notes to the shareholders involved Nil
121
Sino Great Wall Co., Ltd. 2017 Annual Report
in financing securities (if any)(See
Notes 4)
Whether top ten common shareholders or top ten common shareholders with un-restrict shares held
have a buy-back agreement dealing in reporting period.
□ Yes √ No
The top ten common shareholders or top ten common shareholders with un-restrict shares held of the
Company have no buy –back agreement dealing in reporting period.
2.Controlling shareholder
Nature of Controlling Shareholders: Natural Person Holding
Type of Controlling Shareholders: Natural Person
Whether to obtain the right of abode in other
Name Nationality
countries or regions
Chen Lue China No
Main occoupations and duties Board Chairman of the Company
Situation of domestic and abroad holding
Nil
listed companies in the reporting period.
Change of the actual controller in the reporting period
□ Appliable √ Not applicable
Nil
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Sino Great Wall Co., Ltd. 2017 Annual Report
3．Information about the controlling shareholder of the Company
Actual controller nature：Domestic naturaol person
Actual controller type：Natural person
Whether to obtain the right of abode in other
Name Nationality
countries or regions
Chen Lue China No
Main occoupations and duties Board Chairman of the Company
Situation of domestic and abroad holding
Nil
listed companies in the part 10 years
Changes of the actual controller in the reporting period
□Applicable √Not applicable
No Changes of the actual controller in the reporting period
Block Diagram of the ownership and control relations between the company and the actual controller
The actual controller controls the company by means of trust or managing the assets in other way
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Sino Great Wall Co., Ltd. 2017 Annual Report
□Applicable √Not applicable
4.Particulars about other legal person shareholders with over 10% shareheld
□Applicable √Not applicable
5.Situation of Share Limitation Reduction of Controlling Shareholders, Actual Controllers, Restructuring
Party and Other Commitment Subjects
□Applicable √Not applicable
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Sino Great Wall Co., Ltd. 2017 Annual Report
VII. Situation of the Preferred Shares
□ Applicable √ Not Applicable
The Company had no preferred shares in the reporting period
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Sino Great Wall Co., Ltd. 2017 Annual Report
VIII. Information about Directors, Supervisors and Senior Executives
I. Change ein shares held by directors, supervisors and senior executives
Amount
of Amount
Other Shares
Shares shares of shares
change held at
Starting Expiry held at increas decrease
Office s the
Name Positions Sex Age date of date of the ed at d at the
status increas year-ge
tenure tenure year-begi the reporting
e/decre gin(shar
n(share) reportin period
ase e)
g period (share)
(share)
Board October October 582,944, 583,454
Chen Lue In office Male 47 510,000 0 0
chairman 29,2015 28,2018 556 ,556
HuYong May October
Director In office Male 55 0 0 0 0 0
feng 12,2000 28,2018
Vice Board
chairman,
October October
Li Erlong Deputy In office Male 42 11,400 814,000 0 825,400
29,2015 28,2018
General
Manager
Vice Board
chairman,
Liang October October
Deputy In office Male 48 0 0 0 0 0
Rong 29,2015 28,2018
General
Manager
October January
Wang Lei Director Dimission Male 54 0 0 0 0 0
29,2015 18,2018
October January
Bai Bin Director In office Male 32 0 0 0 0 0
29,2015 18,2018
Tang Independent October October
In office Male 52 0 0 0 0 0
Jianxin director 29,2015 28,2018
Zhang Independent October October
In office Male 54 0 0 0 0 0
Yufeng director 29,2015 28,2018
Jiang
Independent October October
Chong In office Male 42 0 0 0 0 0
director 29,2015 28,2018
guang
126
Sino Great Wall Co., Ltd. 2017 Annual Report
Chairman of
Dong the June October
In office Male 68 0 0 0 0 0
Bingen supervisory 26,2002 28,2018
committee
Huang October October
Supervisor In office Male 46 0 0 0 0 0
Desheng 29,2015 28,2018
Wu October October
Supervisor In office Male 37 0 0 0 0 0
Xiaoming 29,2015 28,2018
Deputy
Cui July October
General In office Female 45 0 0 0 0 0
Hongli 6,2017 28,2018
Manager
Secretary to
Yang October October
the board of In office Female 46 0 61,500 0 0 61,500
Chunling 29,2015 28,2018
directors
Octobe
July
GeneralMa r
Tian Wei In office Male 59 6,201 0 0 0 0 0
nager 28,201
7
8
Octobe
Deputy July
Wang r
General In office Male 61 6,201 0 0 0 0 0
Shaojun 28,201
Manager 7
8
Deputy Octobe
Tang July
General r
Xianyon In office Male 44 6,201 0 0 0 0 0
Manager, 28,201
g 7
CFO 8
Dece Octobe
Deputy
Peng mber r
General In office Male 49 0 0 0 0 0
Lizhi 5,201 28,201
Manager
7 8
March October
Tian Wei Director In office Male 59 0 0 0 0 0
28,2018 28,2018
582,955, 1,385,5 584,341
Total -- -- -- -- -- -- 0 0
956 00 ,456
II. Change in shares held by directors, supervisors and senior executives
√ Appicable □Not applicable
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Sino Great Wall Co., Ltd. 2017 Annual Report
Name Positions Types Date Reason
Former
Due to change of job, resigned from the general
Chairman,
Chen Lue Engaged July 6,2017 manager of the company, and only serves as the
General
chairman of the company
Manger
Appointed as the general manager of the company
General
Tian Wei Engaged July 6,2017 by the 19th meeting of the seventh Board of
Manager
Directors
Appointed as the Deputy manager of the company
Deputy General
Wang Shaojun Engaged July 6,2017 by the nineteenth meeting of the seventh Board of
Manager
Directors
Due to change of job resigned from the CFO, and
appointed as the deputy general manager of the
Cui Hongli Former CFO Engaged July 6,2017
company by the 19th meeting of the seventh Board
of Directors
Deputy General Appointed as the Deputy general manager and CFO
Tang Xianyong Manager, Engaged July 6,2017 of the company by the nineteenth meeting of the
CFO seventh Board of Directors
Appointed as the general manager of the company
Deputy General December
Peng Lizhi Engaged by the 27th meeting of the seventh Board of
Manager 5,2017
Directors
128
Sino Great Wall Co., Ltd. 2017 Annual Report
January
Bai Bin Director Resignation esigned due to personal reasons
18,2018
Elected as a non-independent director in the first
Tian Wei Director Engaged March 28,2018 extraordinary shareholders’ general meeting of
2018
III.Posts holding
Main working experience of current directors, supervisors and senior management staff
(1) Director
Chen Lue, male, Chinese nationality, no overseas permanent residence, born in April 1970, currently the
doctoral students of accounting specialty in Wuhan University, Senior Management MBA of Guanghua
School of Management of Beijing University, Senior Management MBA of School of Economics and
Management of Tsinghua University, Bachelor in major of Food Science and Nutritional Engineering of
China Agricultural University, senior engineer. He had served as a technician in Zhuhai Fisheries Group
Canned Food Factory, project manager in Guangdong Yuexi Construction Company, vice general
manager in Guizhou Construction Engineering Group Dongguan Company, vice general manager in
Shenzhen Great Wall Furniture Decoration Engineering Co., Ltd. Currently, he is the Vice Chairman of
Beijing Decoration Association, Director of Informatization Committee of China Building Decoration
Association, director of information technology committee, executive member of China Building
Decoration Association, the first chairman of Beijing-Zhanjiang Business Association. From June 2006
to September 2014, he was the chairman of Great Wall Construction Engineering Co. Ltd; from
December 2007 to September 2014, he served as the general manager of Great Wall Construction
129
Sino Great Wall Co., Ltd. 2017 Annual Report
Engineering Co. Ltd; from October 2001 to June 2016,He has been the chairman of Sino Great wall
International Engineering Co., Ltd.,.Since Octince 2001, he has been the director of Sino Great wall
International Engineering Co., Ltd.,since November 2007, he has been the executive director of Sino
Great Wall Decoration Design Co., Ltd; since April 2014, he has been the executive director of Sino
Great Wall Investment (Beijing) Co., Ltd;since February 2015, he bas been the executive director of
Shenzhen Dalue Investment Co., Ltd., since September 2015, he has been the chairman and the
general manager of Sino Great Wall Cubic Investment Co., Ltd; since October 2015, he has been the
chairman of China Industry Investment Co., Ltd., the company.since June 2016, he has been the
executive director and Manager of Sino Great wall (Beijing)Investment Fund Management Co., Ltd.,
Since January 2017, he has been the chairman of Zhongshang Sino Aerospace Technology (Beijing )
Co., Ltd., From October to July 2017, he has been the chairman and General Manger of the Company,
Sine July 2017, He has been the Chairman of the Company.
Hu Yongfeng, Chinese nationality, no overseas permanent residence ,male, born in July 1962,
graduated from East China Textile Engineering College in 1983, bachelor, senior engineer. He served
as the director of the general office of the National Textile Association.Since August 1998, he has been
the Vice president of Union Development Group Co., Ltd., From October 2000 to October 2015, he has
been the chairman and General Manger of Shenzhen Victor Onward Textile Industrial Co., Ltd., Since
April 2008, he has been the director of Tengbang International business Services Group Co., Ltd., Since
December 2013, he has been the Independent director of Tengbang International Business Services
Group Co., Ltd., Since July 2015, he has been the chairman and General Manger of Zhongguo
Chuangye Co., Ltd., Since December 1998, he has been the Vice chairman of Union Holding Co., Ltd.,
130
Sino Great Wall Co., Ltd. 2017 Annual Report
Since October 2015, he has been the director of the Company.
Li Erlong, Chinese nationality, no overseas permanent residence, male, was born in September 1975,
graduated from the Shandong Building Materials Engineering College, MBA of Tsinghua University. He
had served as the assistant to director of the National Building Materials Quality Supervision and
Inspection Center, the researcher for the China-Africa R&D Center of Artificial Crystal. Since March
2005, he has been served as the general manager of Sino Great Wall International Engineering Co., Ltd;
since November 2007, he has been the manager of Beijing Sino Great Wall Decoration Design Co., Ltd.;
since June 2014, he has been the director of Sino Great Wall Internatioanal Engineering Co., Ltd.,
Since September 2015, he has been the director of China Industry Investment Co., Ltd., since July 2016,
he has been the chairman of Sino Great Wall Internatioanal Engineering Co., Ltd., Since August 2016,
he has been the executive director of Sino Great Wall Southwest Construction Engineering Co., Ltd.,
Since November 2016, he has been the chairman of Sino Great Wall Jianye Engineering Co., Ltd., since
December 2016, he has been the General Manger of Sino Great Wall Development (Hengqin) Co., Ltd.,
From October 2015 to June 2017, he has been the Director and Genral Manger of the Company, Since
September 2017, he has been the executive director and General Manger of Sino Great Wall Southwest
Engineering Consulting Co . , Ltd . Sino Great Wall Southwest Commercial Trade Co., Ltd. And Sino
Great Wall Southwest Technology Co., Ltd., since February 2018, he has been the executive director of
Sino Great Wall Hebei Xiongan Engineering Co., Ltd., Since July 2017, he has been the Vice Chairman
and Deputy General Manger of the Company.
Liang Rong, Male Chinese nationality, no overseas permanent residence, was born in December
1969，graduated from civil engineering major of Shantou University and MBA of Senior Management of
131
Sino Great Wall Co., Ltd. 2017 Annual Report
Nankai University, is a senior engineer. He had severed as Assistant Engineer of Zhuhai Xinzhou Real
Estate Co., Ltd, Quantity Surveyor of Japan Shimizu Construction Co., Ltd, and Project Manager of Shenzhen
Great Wall Furniture Decoration Engineering Co., Ltd. From April 2003 to June 2016, he has been the
Executive General Manger of Sino Great Wall Construction Engineering Co., Ltd., since June 2014, he
has been the Director Sino Great Wall Construction Engineering Co., Ltd., since Novemer 2014, he has
been the Diretor of Sino Great Wall International Engineering(Macao) Co., Ltd., From October 2015 to
June 2017, he has been the director and Deputy General Manger of the Company, since August 2017,
he has been the Chairman of Sino Great Wall Group Co., Ltd., Since September 2017, he has been the
Chairman of Kunming Sino Shengong Forestry Development Co., Ltd.,since October 2017, he has been
the General Manager of Sino Great Wall Guangxia (Wuhan )Medical Development Co., Ltd., since
Decemer 2017, he has been the Chairman of Sino Great Wall Health Management (Jiangsu) Co., Ltd.,
and Director of Weifang Sino Great wall Health Development Co., Ltd., since March 2018, he has been
the Chairman of Renhui Sino Great wall Wine Culture Development Co., Ltd., Since July 2017, he has
been the Vice Chairman and Deputy General Manger of the Company.
Tian Wei, Male Chinese nationality, no overseas permanent residence, was born in April 1958,with
bachelor's degree, is a professor-level senior engineer, having the first-class project manager
qualification of construction enterprise by the Ministry of Construction. He is an arbitrator of China
International Economic and Trade Arbitration Commission (Professional Roster of Construction
Engineering and Real Estate), an engineering and equipment expert of China Council for the Promotion
of International Trade (CICC) Mediation Committee, a member of Construction Industry Branch of China
International Contractors Association, the vice-chairman of the Committee of Experts of Foreign
132
Sino Great Wall Co., Ltd. 2017 Annual Report
Investment of China International Engineering Consulting Association, an international engineering
expert of the Committee of experts of China International Contractors Association, an expert of Project
Management & Guidance Committee of China National Association of Engineering Consultants, a
member of Academic Committee of China Association for International Economic Cooperation. He had
served as the general manager of China Civil Engineering Construction Co.,Ltd (H.K.) , the Chairman of
China Civil Engineering (Macao) Co., Ltd, Deputy General Manager of China Civil Engineering Group,
Managing Member of China Society of Civil Engineering, a senior member of British Institute of Civil
Engineering Surveyors, Secretary General of the Construction Industry Committee of the China
Enterprise Association of Hong Kong, and the engineering bid evaluation expert of Beijing Construction
Committee. From October 2009 to June 2011, he served as the Vice Chairman of Citic Construction Co.,
Ltd; from July 2011 to February 2016, he served as Director and Deputy General Manager of CITIC
Yulian Investment Co., Ltd; from March 2016 to December 2016, he served as Director and General
Manager of CITIC Yulian Investment Co., Ltd; from December 2016 to May 2017, he served as a
member of the executive committee of CITIC Metal Group Co., Ltd; since July 2017, he has been the
general manager of the Company; since March 2018, he has served as a director of the Company.
Wang Lei, Chinese nationality, no overseas permanent residence, male, born in March 1963, senior
management MBA of School of economics and management of Tsinghua University, currently pursuing
the finance EMBA of PBC School of Finance, senior engineer. He had Served as the general manager of
Anshan Yongxin Engineering General Contracting Company, vice president of Chinese Enterprises
Investment Company, director and general manager of Henan Shunyuan Aluminum Industry Co.,Ltd,
director and vice chief-economist of Henan Coal Chemical Industry Group Co., Ltd. Since April 2013, he
has been the chairman of Shanghai Heyi Supply Chain Management Co., Ltd.; since October 2015,
133
Sino Great Wall Co., Ltd. 2017 Annual Report
he has been the company’s director.
Tang Jianxin, male, Chinese nationality, no overseas permanent residence, born in December 1965,
Doctor, Professor, doctoral supervisor, registered auditor, Certified Public Valuer. He had served as the
deputy director in Hainan Spring Auditor Firm, independent director of Wuhan Zhongnan Commercial
Group Co., Ltd, independent director of Wuhan Sanzhen Industry Holding Co., Ltd. Since 1995, he has
been teaching at Wuhan University. Currently, he is the professor and dean of accounting department of
Wuhan University. From June 2008 to June 2014, he had been served as the independent director of
Wuhan Zhongnan Commercial Group Co., Ltd.; from June 2009 to July 2015, he had been served as the
independent director of Wuhan Sanzhen Industry Holding Co., Ltd; since August 2010, he has been the
independent director of Shenzhen Hua Pengfei Modern Logistics Co., Ltd; since November 2011, he has
been the independent director of Wuhan Zhongbai Group Co., Ltd.; since May 2013, he has been the
independent director of Pingdingshan Tianan Coal Industry Co., Ltd; since October 2015, he has been
the independent director of the company.
Zhang Yufeng, male, Chinese nationality, no overseas permanent residence, born in November 1963,
Master's degree, EMBA of PBC School of Finance of Tsinghua University. He had served as the
principal staff member of the discipline inspection team stationed in Ministry of health from the
Commission for Discipline Inspection of the Central Committee of the CPC, Project Manager of China
Hualian Real Estate Company, project manager of the Import and Export Department of China
Construction Engineering Corporation, lawyer of Great Wall Law Firm of Department of Commerce.
Currently, he is the director of Beijing Great Wall Law Firm;
134
Sino Great Wall Co., Ltd. 2017 Annual Report
he has been the independent director of Bank of Langfang,Dezhan Health Co., Ltd., and Henan
Huihuang Technology Co., Ltd., since October 2015, He has been the Independent director of the
Company.
Jiang Chongguang, male, Chinese nationality, no overseas permanent residence, born in January 1975,
Doctor and Postdoctoral of Economics of Chinese Academy of Social Sciences, former senior
management of Haier Group, had served as Executive Director of Singapore CKSP Group, and Vice
President of China Pension International Health Alliance; currently, he is a MBA Tutor in Graduate
School of Chinese Academy of Social Sciences, the executive director in Health China Strategic
Research Center of Chinese Academy of Social Sciences, the Deputy Secretary General of China
Insurance Society, the Executive Vice President of China Institute of Insurance Innovation, the Deputy
Director of the Financial Technology Committee of the Asian Financial Association; an expert member of
the Medical Summit of the Association for the Exchange of Nobel Prize Winners, a Chinese Financial
Adviser to the High Technology Committee of the Israeli Knesset, and a Senior Economist of Ivy League
Capital.,Independent director of Dezhan Health Co., Ltd.,since October 2015, he has been the
independent director of the company.
Bai Bin, Chinese nationality, no overseas permanent residence, male, born in 1985, master of law,
possesses vocational qualification of lawyer and law. He had successively served as the lawyer of
Beijing Jingda Law Firm, investment manager, Investment Director, general manager of the asset
management department and so forth posts of Kunwu Jiuding Investment Management Co.,Ltd.
Currently, he is the general manager of Jiuxin Asset Management Co.,Ltd, director of Sino High-speed
135
Sino Great Wall Co., Ltd. 2017 Annual Report
Rail technology Co.,Ltd, director of Beijing UTS International Travel Service Co., Ltd, director of Sino
Great Wall International Engineering Co., Ltd, director of Sichuan Dawei Science and Technology Co.,
Ltd and so on. Since October 2015, he has been the company’s director.
2. Supervisors
Dong Binggen, male, born in July 1949, bachelor, senior engineer, graduated from East China Textile
Engineering College in 1977. He had served as the vice president of Zhejiang Silk Industry Institute,
general manager of China Garment General Corporation, chairman of China National Garment
Association, and so on. Currently, he is the party secretary, chairman of the board and president of
Union Development Group Co., Ltd; chairman of the board of Union Holdings Co., Ltd; since June 2002,
he has been the chairman of the board of supervisors of the company.
Huang Shengde, male, born in January 1972; Hongkong Chinese; obtained the high Diploma of City
University of Hongkong in architecture, bachelor（honorary degree） of University of South Australia in
Architecture, MBA (financial) of the business school of The University of Manchester; he had served in
the Hopewell Slip-form Engineering Co. Ltd, China Foundation Engineering Co. Ltd, Qian Tian
Construction Co., Ltd, Hongkong Xing Sheng Construction Co. Ltd, Wu Teng (Hongkong) Co. Ltd,
Beijing Xingrong Real Estate Development Co., Ltd, Yoma Strategic Holdings Co.,Ltd and Intecs
Vantage Capitals Ltd; he had the management and professional qualifications, including the member of
2006-Hongkong Project Management Association, the member of 2006 Chinese Engineering Cost
Association, the member of 2002 Hongkong Surveyors Association, the member of 2002 Royal
Institution of Chartered Surveyors, the member of 2001 Australian Institute of Quantity Surveyors
Association, the member of 2001-2004 British Cost Engineers Council and the member of 2001-2004
136
Sino Great Wall Co., Ltd. 2017 Annual Report
Australian Institute of architects. Currently, he is the vice general manager of Sino Great Wall
International Engineering Co., Ltd mainly in charge of overseas business cooperation and business
development; since October, 2015, he has been the company’s supervisor.
Wu Xiaoming, male, Chinese nationality, no overseas permanent residence,born in November 1980,
Bachelor in law, graduated from the law school of Guangdong Business College (now as Guangdong
University of Finance & Economics) with major in law. He had served in Guangzhou Municipal Bureau of
Quality and Technical Supervision Haizhu Branch ( now as Guangzhou Haizhu District Bureau of Quality
and Technical Supervision); since December 2008, he has been the assistant to general manager and
Legal Department Manager of Sino Great Wall International Engineering Co., Ltd; since June 2014, he
has been the chairman of the board of supervisors of Sino Great Wall International Engineering Co., Ltd;
since October 2015, he has been the company’s supervisor.
3. Senior management personnel
Please see detailed work experience of Mr. Tian Wei, Li Erlong and Liang Rong in the column of
directors.
Wang Shaoijun, male, Chinese nationality, no overseas permanent residence,born in December 1956, is
a professor-level senior engineer. From 2012 to 2014, he served as President of Guangdong Hisense
Investment Co., Ltd, Director and General Manager of Guangdong Haifu Engineering Co., Ltd, and
General Manager of Guangdong Haiyi Real Estate Development Co., Ltd; From 2014 to 2016, he served
as Vice President of Guangdong Jinsui Group Co., Ltd. Since June 2017, he has been the President of
Sino Great Wall International Engineering Co., Ltd; since July 2017, he has served as Deputy General
137
Sino Great Wall Co., Ltd. 2017 Annual Report
Manager of the Company.
Tang Xianyong, male, Chinese nationality, no permanent residency abroad, was born in April 1973, with
PhD in accounting, and is a certified public accountant, and an associate professor. From August 2010
to December 2014, he served as the director and chief financial officer of Wuhan Jiangong Second
Construction Co., Ltd; from January 2015 to May 2017, he served as general manager of Wuhan
Jiangong Second Construction Co., Ltd; Since April 2015, He has served as Supervisor of Hubei Metian
Biotechnology Co., Ltd; since August 2015, he has served as Secretary General of the Hubei Provincial
Association of Chief Accountants; since November 2015, he has served as Chairman of Wuhan
Rongerdao Investment Management Co., Ltd; since August 2017, he has served as Supervisor of
Anyang Sino Great Wall Medical Management & Service Co., Ltd; since September 2017, he has served
as a director of Sino Zhigu Industrial (Yueyang) Co., Ltd; since July 2017, he has served as Deputy
General Manager and Chief financial officer of the Company.
Cui Hongli, female, Chinese nationality, no overseas permanent residence, born in January 1972,
graduated from Henan University of Finance and Economics, CPA. She had been served in China
Luoyang Float Glass Group Co.,Ltd, Beijing Jiayou Real Estate Development Group Co.,Ltd and
Yuancheng Industrial Group Co.,Ltd. Since July 2011, she has been the investment and finance
department manager, CFO of Sino Great Wall International Engineering Co., Ltd; From October 2015 to
June 2017, she has been the company’s CFO.Since July 2017, She has been the Deputy General
Manger of the Company.
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Sino Great Wall Co., Ltd. 2017 Annual Report
Peng Lizhi, male, Chinese nationality, no permanent residency abroad, was born in September 1968,
MBA, is a first-class Construction Engineer of National Highway Engineering, and a professor-level
senior engineer. From 1990 to 2002, he worked at the Second Engineering Office of the Second
Highway Engineering Bureau of the Ministry of Communications. From 2003 to 2006, he served as chief
engineer of Road & Bridge South China Engineering Co., Ltd; from 2006 to May 2016, he served as the
chairman and general manager of Road & Bridge North China Engineering Co., Ltd; since June 2016, he
has served as chairman and general manager of Sino Great Wall Infrastructure Investment Co., Ltd.
Since December 2017, he has been the deputy general manager of the Company.
Yang Chunling, female, Chinese nationality, no overseas permanent residence, born in February 1971,
Bachelor in economics, master in industrial engineering, accountant. She had served as employee in
Sinotrans Henan Zhengzhou Logistic and Trading Company, Deputy Minister of the securities
department of Aeolus Tyre Co., Ltd, vice general manager and secretary of the board of directors of
Henan Yuhua New Material Co., Ltd. Since September 2015, she has been the director of Sino Cubic
Investment Co., Ltd; since March 2014, she has been the secretary of the board of directors of Sino
Great Wall International Engineering Co., Ltd; since October 2015, she has been the secretary of the
board of directors of the company.
Office taking in shareholder companies
□ Applicable √Not applicable
Offices taken in other organizations
√Applicable □Not applicable
Name Name of other units Position Office term start Office term Whether
139
Sino Great Wall Co., Ltd. 2017 Annual Report
from ended receiving
remuneration
from other units
or not
Sino Great Wall International Board
Chen Lue October 17,2001 No
Engineering Co., Ltd. chairman
Beijing Sino Great Wall Decoration Executive November
Chen Lue No
Design Co., Ltd. director 28,2007
Sino Great Wall Investment (Beijing) Executive
Chen Lue April 22, 2014 No
Co., Ltd. director
Board September
Chen Lue China Industry Investment Co., Ltd. No
chairman 14,2015
Shenzhen Shenzhou Dalue Investment Executive
Chen Lue February 25,2015 No
Co.,Ltd. director
Executive
Sino Great Wall (Beijing ) Investment
Chen Lue director, June 12,2016 No
Fund Management Co., Ltd.
Manager
Zhongshang Sino Aerospace Board
Chen Lue January 24,2017 No
Technology (Beijing) Co., Ltd. chairman
Hu
Union Development Group Co., Ltd. Vice president October 23,2015 October 22,2018 Yes
Yongfeng
140
Sino Great Wall Co., Ltd. 2017 Annual Report
Hu Vice Board
Union Holding Co., Ltd. May 18,2016 May 17,2019 Yes
Yongfeng chairman
Hu Tengbang International Business December
Director December 7,2017 Yes
Yongfeng sevices Co., Ltd. 7,2020
Hu Independent December November
Huafu Fashion Co., Ltd. Yes
Yongfeng director 27,2013 30,2018
Board
Hu Shezhen Zhongguan Chuangye Co., chairman ,
July 31,2015 No
Yongfeng Ltd. General
Malager
Sino Great Wall International General
Li Erlong March 1,2005 No
Engineering Co., Ltd. Malager
Sino Great Wall International
Li Erlong Director June 1,2014 No
Engineering Co., Ltd.
Sino Great Wall International Board
Li Erlong June 29,2016 No
Engineering Co., Ltd. chairman
Beijing Sino Great Wall Decoration November
Li Erlong Manager No
Design Co., Ltd. 28,2007
September
Li Erlong China Industry Investment Co., Ltd. Director No
14,2015
141
Sino Great Wall Co., Ltd. 2017 Annual Report
Sino Great Wall Southwest Construction Executive
Li Erlong August 9,2016 Yes
Engineering Co., Ltd. director
Sino Great Wall Jianye Construction Board November
Li Erlong No
Engineering Co., Ltd. chairman 30,2016
Sino Great Wall Development General
Li Erlong December 8,2016 No
（Hengqin）Co., Ltd. manager
Executive
Sino Great Wall Southwest Engineering director, September
Li Erlong No
Design Co., Ltd. General 12,2017
manager
Executive
Sino Great Wall Southwest Commercial director, September
Li Erlong No
trade Co., Ltd. General 12,2017
manager
Executive
Sino Great Wall Southwest Technology director, September
Li Erlong No
Co.,Ltd. General 12,2017
manager
Sino Great Wall Hebei Xiongan Executive
Li Erlong February 24,2018 No
Engineering Co., Ltd. director
Liang Sino Great Wall International Director June 1,2014 No
142
Sino Great Wall Co., Ltd. 2017 Annual Report
Rong Engineering Co., Ltd.
Liang Sino Great Wall International November
Director No
Rong Engineering(Macao) Co., Ltd. 17,2014
Liang Board
Sino Great Wall Group Co., Ltd. August 30,2017 No
Rong chairman
Liang Kunming Shenzhou Shengong Forestry Board September
No
Rong Industry Development Co., Ltd. chairman 29,2017
Sino Great Wall
Liang General
Guangxia(Wuhan)Medical October 17,2017 No
Rong Manger
Development Co., Ltd.
Liang Sino Great Wall Health Management Board December
No
Rong (Jiangsu)Co., Ltd. chairman 25,2017
Liang Weifang Sino Great Wall Health December
Director No
Rong Development Co., Ltd. 25,2017
Liang Renhuai Sino Great Wall Wine Culture Board
March 12,2018 No
Rong Development Co., Ltd. chairman
Qinghai Heyi Mining Co.,
Board
Wang Lei Ltd.(Re-name:Qinghai Heyi Industry September 1,2008 No
chairman
Development Co., Ltd.)
Wang Lei Shanghai Heyi Supply chain Executive April 1,2013 Yes
143
Sino Great Wall Co., Ltd. 2017 Annual Report
ManagementCo., Ltd. director
Professor
ofAccounting
Department ,
Tang
Wuhan University Economics December 1,2004 Yes
Jianxin
and
Management
School
Tang Independent
Pingdingshan Tianan Coal Co., Ltd. May 17,2013 Yes
Jianxin director
Tang Yicang Dongyangguang Changjiang Independent
October 1,2015 Yes
Jianxin Medicine Co., Ltd. director
Zhang
Beijing Great Wall Law Firm Director Yes
Yufeng
Zhang Independent
Langfang Bank May 1,2013 Yes
Yufeng director
Zhang Independent
Dezhan Health Co., Ltd. October 25,2016 Yes
Yufeng director
Zhang Independent
Henan Huihuang Technology Co., Ltd. February 9,2017 Yes
Yufeng director
Jiang Dezhan Health Co., Ltd. Independent October 25,2016 October 25,2021 Yes
144
Sino Great Wall Co., Ltd. 2017 Annual Report
Chonggu director
ang
Jiang
Graduate School of Chinese Academy September
Chonggu MBA Tutor September 1,2013 Yes
of Social Sciences 1,2018
ang
Jiang Centre of Health China Strategy
Executive
Chonggu Research of Chinese Academy of Social May 1,2015 May 1,2025 Yes
director
ang sciences
Jiang Medical
Nobel Laureates Medical Exchange
Chonggu Summit Expert January 8,2015 January 8,2020 No
Association
ang Committee
Jiang Lifelong
High tech Committee of the Israeli
Chonggu Financial March 1,2014 No
parliament to exchange association
ang advisor
Jiang
Deputy
Chonggu China Insurance Association April 15,2014 April 15,2024 No
Secretary
ang
Jiang Chief
Chonggu Ivy Capital Economist， June 1,2015 June 1,2025 Yes
ang Director
Jiang China Insurance Association Deputy June 15,2016 June 15,2021 Yes
145
Sino Great Wall Co., Ltd. 2017 Annual Report
Chonggu Secretary
ang
Jiang
China Insurance Innovation Research
Chonggu Vice President April 25,2016 April 25,2026 Yes
Institute
ang
Jiang Special Committee on Financial
Chonggu Technology of the Asian Financial Deputy director February 1,2018 March 1,2023 No
ang Association
General September
Bai Bin Jiuxin Assets Management Co., Ltd. September 9,2015 Yes
Manger 8,2018
Secretary of
Party
committee,
Dong
Union Development Group Co., Ltd. chairman of June 1,2001 Yes
Binggen
board of
directors and
President
Dong Board
Union Holdings Co., Ltd. June 1,2004 Yes
Binggen chairman
Huang Sino Great Wall International Deputy
January 1,2015 Yes
Shengde Engineering Co., Ltd. Generaql
146
Sino Great Wall Co., Ltd. 2017 Annual Report
Manager
Huang Sino Great Wall International Board
January 1,2017 Yes
Shengde Engineering Co., Ltd.Burma Branch chairman
Huang Sino Great Wall International Board
March 1,2017 Yes
Shengde Engineering Co., Ltd. Thailand Branch chairman
Assistant
General
Wu Sino Great Wall International
Manager, December 1,2008 Yes
Xiaoming Engineering Co., Ltd.
Manager of
Law Dept.
Chairman of
Wu Sino Great Wall International
the supervisory June 1,2014 Yes
Xiaoming Engineering Co., Ltd.
committee
Wang Assistant General Manager, Manager of
President June 1,2017 Yes
Shaojun Law Dept.
Tang
Chairman of the supervisory committee Supervisor August 21,2017 No
Xianyong
Tang September
Sino Zhigu Industry（Yueyang）Co., Ltd. Director No
Xianyong 29,2017
Tang
Hubei Meitian Biological Co., Ltd. Supervisor April 17,2015 No
Xianyong
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Sino Great Wall Co., Ltd. 2017 Annual Report
Tantg Wuhan Rongerdao Investment Board
November 1,2015 No
Xianyong ManagementCo., Ltd. chairman
Board
Peng Sino Great Wall Infrastructure chairman,Ge
June 1,2016 No
Lizhi investment Co., Ltd. neral
Manager
Yang Sino Great Wall International Board
March 1,2014 No
Chunling Engineering Co., Ltd. secretary
Yang
China Industry Investment Co.,Ltd. Director September 1,2015 No
Chunling
Punishments to the current and leaving board directors, supervisors and senior managers during the
report period by securities regulators in the recent three years
□ Applicable √Not applicable
IV. Remuneration to directors, supervisors and senior executives
Decision-making procedures, basis for determination and actual payment of the remuneration to
directors , supervisors and senior executives
The remuneration appraisal committee of the board of directors of the Company proposed
remuneration standards according to the responsibilities, work scope and importance of directors,
supervisors and senior executives, the earnings of the Company for the current year and the
remuneration level of relevant post and submitted it to the board of directors for approval. After approval,
148
Sino Great Wall Co., Ltd. 2017 Annual Report
the remuneration was paid on monthly basis. The remuneration of independent directors is subject to
approval by the shareholders' meeting.
Remuneration to directors, supervisors and senior executives in the reporting period
In RMB’0000
Remuneration
Total
actually
remuneration
Name Positions Sex Age Office status receivect at the
received from
end of the
the shareholder
reporting period
Chen Lue Board Chairman Male 47 In office 36.6 No
Hu Yongfeng Director Male 55 In Office 0 Yes
Vice Board
Chairman,
Li Erlong Male 42 In office 46.46 No
Deputy General
Manager
Vice Board
Chairman,
Liang Rong Male 48 In Office 41.85 No
Deputy General
Manger
Wang Lei Director Male 54 In Office 0 Yes
Bai Bin Director Male 32 Dimission 0 Yes
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Sino Great Wall Co., Ltd. 2017 Annual Report
Independent
Tang Jianxin Male 52 In office 11 Yes
director
Independent
Zhang Yufeng Male 54 In Office 11 Yes
director
Jiang Independent
Male 42 In office 11 Yes
Chongguang director
Chairman of the
Dong Binggen supervisory Male 68 In Office 0 Yes
committee
Huang Shengde Supervisor Male 46 In office 6.6 No
Wu Xiaoming Supervisor Male 37 In Office 13.95 No
Tian Wei General Manger Male 59 In office 12.75 No
Deputy General
Wang Shaojun Male 61 In Office 34.26 No
Manger
Deputy General
Tang Xianyong Manager, Male 44 In office 22.67 No
CFO
Deputy General
Cui Hongli Female 45 In Office 36.05 No
Manger
Peng Lizhi Deputy General Male 49 In office 22.8 No
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Sino Great Wall Co., Ltd. 2017 Annual Report
Manger
Secretary to the
Yang Chunling board of Female 46 In Office 22.08 No
directors
Total -- -- -- -- 329.06 --
Incentive equity to directors, supervisors or/and senior executives in the reporting period
□ Applicable √Not applicable
V. Particulars about employees.
1.Number of staff, professional structure and educational background
Number of in-service staff of the parent company(person) 23
Number of in-service staff of the main subsidiaries(person) 2,852
The total number of the in-service staff(person) 2,875
The total number of staff receiving remuneration in the 2,875
current period(person)
Retired staff with charges paid by the parent company and 9
main subsidiaries (person)
Professional
Classified according by Professions Number of persons（person）
Production 100
151
Sino Great Wall Co., Ltd. 2017 Annual Report
Sales 84
Technical 2,155
Financial 111
Administrative 263
Other 162
Total 2,875
Education
Classified according by Professions Number of persons（person）
Master’s Degree and bove 84
Bachelor
1271
College diploma
832
Other 688
Total 2,875
2. Remuneration policies
Based on the principle of “external fairness and internal fairness”, the Company combines the
company’s overall strategic plan to provide competitive remuneration and benefits in the industry.
Different post has different remuneration, and the remuneration will be raised upon the excellent
performance, and the staff remuneration level will be determined according to the job responsibilities,
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Sino Great Wall Co., Ltd. 2017 Annual Report
3.Training plan
The company aims to build an echelon-type talent selection and training system, establish a reserve
talent team, develop key personnel selection and training plans for successors and reserve talents,
discover talents and cultivate future talents and set up the Company’s talent map, thus to provide
sustainable human resources support for the Company; The Company selects and trains excellent
internal trainers, engages external senior trainers, combines the training needs of employees, integrates,
summarizes and extracts professional and managerial expertise, develops excellent courses, and
carries out the professional on-the-job training; by constructing a learning type organization, the
company commits to create a training system covering the life cycle of career development of
employees, and according to the job-type and rank of staff, the company customizes the exclusive
learning map combing with the on-line and offline multi platforms; by adhering to the creative
combination of mobilization, gamification, and contextualized mixed training with the “1+1” mentoring
system ( A professional tutor + a career tutor), the Company carries out series of training projects,
promotes the application of learning results, promotes the performance improvement and organization
changes, improves employees’ professional knowledge and skills, and meanwhile enhancing the “group
intelligence” and the continuous innovation ability of a learning organization for the overall operation.
4.Outsourcing situation
□ Applicable √ Not Applicable
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Sino Great Wall Co., Ltd. 2017 Annual Report
IX. Administrative structure
I.Basic state of corporate governance
The company’s governance meets the requirements of regular documents on the governance of the
listed companies issued by China Securities Regulatory Commission.
During the reporting period, The company has strictly abided by the relevant laws, rules and regulations
requested on “Corporate Law”, “Securities Law”, “Listing Rules of Shenzhen Stock Exchange” and
“Governance Rules of Listed Companies” and by China Securities Regulatory Commission, established
and perfected the internal control management system, and constantly made the deep improvement of
the corporate governance activities to further standardize the company operations and improve the
management level. The company’s governance meets the basic requirements of regular documents on
the governance of the listed companies issued by China Securities Regulatory Commission.
(1).Shareholders and shareholders' general meeting: The Company convened and held shareholders'
general meeting strictly according to the requirements of Opinions on Standardization of Shareholders'
General Meeting of Listed Companies, formulated Rules of Procedure of Shareholders' General Meeting,
ensured all shareholders, especially medium and small shareholders, enjoy equal position and can fully
exercise their own rights.
(2).Relationship between the controlling shareholder and the Company: The acts of the controlling
shareholder of the Company were standardized. It did not exceed the authority of the shareholders'
general meeting to directly or indirectly intervene with the decision-making and operating activities of the
Company. The Company is independent from its controlling shareholder in respect of personnel, assets,
finance, organ and business. The board of directors, the supervisory committee and internal organ of the
Company are able to operate independently.
(3) The Directors and The Board of Directors: the Board of Directors includes four special committees,
such as Audit Committee, Nomination Committee, Strategy Committee and Remuneration and Appraisal
Committee, which has provided a favorable support to the company for the decision-making related
issues. Each special committee has operated according to their work responsibilities and procedure
rules, made research and examination for the relative business and major issues of the company, and
expressed the professional opinions in the Board of Directors to offer support and advice for the
scientific decision-making of the Board and ensure the Board’s work more scientific and efficient. Also,
the organization of the Board of Directors is in line with the requirement of laws and regulations, and the
independent directors play an important role in the corporate decision-making. So, the company
attaches importance to the function of the independent directors. In the company’s management, the
independent directors make careful review and express the independent views for the financial audit, the
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Sino Great Wall Co., Ltd. 2017 Annual Report
affiliated transactions and other issues.
(4).Supervisors and the supervisory committee: The number and composition of the Supervisory
Committee of the Company complied with the requirements of laws and regulations. The Supervisory
Committee of the Company formulated the Rules of Procedure of the Supervisory Committee. The
supervisors of the Company were able to perform their duties seriously, take the attitude of being
responsible for all shareholders and supervise the legality and regulation conformity of the Company's
finance and the duty performance of the directors, managers and other senior executives of the
Company.
(5) The Company and The Affiliated Party: the affiliated transactions between the company and the
affiliated party are strictly managed and the audit of the affiliated transactions is performed in
accordance with the relevant procedures. Also, the affiliated transactions are in compliance with the laws
and regulations, and there not exist the issues that the major shareholders make use of the affiliated
transactions to occupy the funds of the listed company.
(6)Information disclosure and transparency: The Company designated the secretary to the board of
directors to be responsible for information disclosure, Regulations on Management of Information
Disclosure,Regulations on Management of External Information Users and reception of shareholder and
consultation. In the report period, the Company was able to truly, accurately, completely and timely
disclose relevant information according to the provisions of laws, regulations and the Articles of
Association of the Company. The Company will continue to operate in a standardized way strictly
according to the requirements of relevant laws and regulations including the Company Law, further
perfect company administration structure and establish and improve various regulations in light of the
gap with the requirements of Standards of Administration of Listed Companies, ensure the maximization
of shareholders' interests and safeguard the lawful rights and interests of all shareholders.
In the report period, The Company further increased information transparency and properly carried out
publicity work for protection of investors. It timely answered the questions of investors and
communicated with medium and small investors by making use of telephone, email, especially the
platform for communication with investors set up by Shenzhen Stock Exchange to let them know itself
better.
Does there exist any difference in compliance with the corporate governance , the PRC Company Law
and the relevant provisions of CSRC,
□ Yes √ No
There exist no difference in compliance with the corporate governance , the PRC Company Law and the
relevant provisions of CSRC.
II. Independence and Completeness in business, personnel , assets, organization and finance
The company is completely separate with the controlling shareholder in terms of the business, personnel,
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Sino Great Wall Co., Ltd. 2017 Annual Report
assets, organizations, finance and other aspects, possessing independent and complete business and
independent operating capacity.
1.Business：The Company has complete business and the ability of independent operation. It is
completely independent from its controlling shareholder in respect of business. There is no unfair related
transaction or horizontal competition between the company and the controlling shareholders or its
affiliated enterprises.
2.Personnel：The company has a completely independent personnel management and salary system.
The company’s senior manager personnel all are work in the company and receiving remunerations, and
they do not hold any other posts except the post of director or receive remunerations in the controlling
shareholder and its affiliated enterprises. The company's financial staffs do not concurrently hold posts
in the controlling shareholder and its affiliated enterprises.
3.Assets：The company possesses independent place of business, independent land use rights,
ownership of buildings and so forth assets, possesses the production system related to the production
and operation, legally possesses the equipments related to production and operation and has
Independent purchase, sales system and supporting facilities.
4.Organization ： The company established a sound internal operation management organization,
independently exercising the operation and management rights, and there is no situation of confounding
organization with the controlling shareholder and its affiliated enterprises.
5.Finance:The company has a standardized financial accounting system, with an independent financial
accounting department, full-time accounting personnel and independent accounting system, being able
to make financial decisions independently. The company has set up the independent bank account and
independently pays the tax. The situation of the free-occupying of the company’s assets and funds by
the controlling shareholder and its affiliated enterprises does not exist.
III. Horiontal Competitions
□Applicable√Not applicable
IV. Annual General Meeting and Extraordinary Shareholders’ Meetings in the Reporting Period
1.Annual General Meeting
Investor
Sessions Type participation Meeting Date Disclosure date Disclosure index
ratio
Annual General Meeting of
2016 (No.2017-042)
Annual Genral Annual
published on Juchao
Meeting of General 39.58% May 19,2017 May 20,2017
Website
2016 Meeting
（http://www.cninfo.com.cn）
on May 20,2017
156
Sino Great Wall Co., Ltd. 2017 Annual Report
The first provisional
The first
shareholders’ General
provisional Provisional
meeting in 2017
shareholders’ shareholders’
35.15% July 24,2017 July 25,2017 (No.2017-063) published on
General General
Juchao Website
meeting in Meeting
（http://www.cninfo.com.cn）
2017
on July 25,2017.
he Second provisional
The Second
shareholders’ General
provisional Provisional
meeting in 2017
shareholders’ shareholders’ December
34.70% December 22,2017 (No.2017-107) published on
General General 23,2017
Juchao Website
meeting in Meeting
（http://www.cninfo.com.cn）
2017
on December 23,2017
2. Request for extraordinary general meeting by preferred stockholders whose voting rights restore
□ Applicable √Not applicable
V. Responsibility performance of independent directors in report period
1. The attending of independent directors to board meetings and shareholders’ general meeting
The attending of independent directors
Number of
Failure to Number of
Board
Number of Number of personally attendance
meetings
Number of meetings attendances attend board
Independent necessary to Number of at general
spot attended by by meetings
Directors be attended absence
attendances Communicati representativ successively meetings of
in the
on e twice shareholde
reporting
(Yes/No)
period rs
Tang Jianxin 12 2 10 0 0 No 1
Zhang Yufeng 12 3 9 0 0 No 0
Jiang
12 3 9 0 0 No 1
Chongguang
Notes to failure to personally attend Board Meetings Successively Twice
2.Objection of independent directors on some relevant issues
Objection of independent directors on some relevant issues
157
Sino Great Wall Co., Ltd. 2017 Annual Report
□ Yes √No
Nil
3. Other notes to duty performance of independent directors
Has an independent director’s advice to the Company been accepted
√Yes □ No
Explanation on acceptance of or failure to accept an independent director’s advice to the Company.
During the reporting period,The independent directors of the Company put forward a lot of
professional opinions on the laws and regulations and the Articles of Association of the Company, and
paid attention to the operation of the Company, performed their duties independently, formulated the
system of the Company and the day-to-day business decision-making of the Company. Independent
directors issued an opinion on the issue of independent and impartial opinions, in order to improve the
company's supervision mechanism, safeguard the legitimate rights and interests of the company and all
shareholders play a due role.
VI. Duty Performance of Special Committees under the Board of Directors in the Reporting Period
The board of directors of the Company has special committees including audit committee,
remuneration and appraisal committee, strategy committee and nomination committee. According to the
scope of authority specified in the working rules for them, the committees conducted study and put
forward opinions and suggestions for reference by the board of directors for decision making.
Information about fulfillment of the audit Committee of the Board of Directors during 2017
1. On January 23, 2017, the audit committee of the board of directors reviewed the company’s financial
accounting statement 2016 and published the following opinions: the financial accounting statement
2016 prepared by the company basically reflected its financial standing and operating results, and audit
committee agreed to engage in the yearly financial statement auditing work on this basis, requested the
financial department to provide active cooperation in assisting with this audit, strengthen communication
and contact, and timely reflect the problems and audit work progress to audit committee.
2. On April 26, 2017, the audit committee of the board of directors reviewed the audit report 2016 issued
by BDO China Shu Lun Pan Certified Public Accountants LLP . The audit committee agreed on the audit,
agreed to submit the financial audit report to the board of directors for deliberation; meanwhile, to ensure
the consistency of audit work, the audit committee suggested that the board of directors continue to
appoint audit report 2016 issued by Shu Lun Pan Certified Public Accountants LLP as the audit
institution for the year 2017.
3. On April 26, 2017, the Audit Committee of the Board of Directors reviewed the relevant contents of
the company's provision for impairment of assets for 2016 and formed the following resolution: The
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Sino Great Wall Co., Ltd. 2017 Annual Report
company's provision for impairment of assets complied with the Accounting Standards for Business
Enterprises and the regulations of the related accounting policy of the company, the provision for
impairment of assets was based on the principle of prudence with sufficient basis, and it’s in line with the
status of the company’s assets, which was conducive to more fairly reflect the company's financial
situation, assets value and operating results as of December 31, 2016, making the company's
accounting information more reasonable
4. On April 27, 2017, the Audit Committee of the board of directors deliberated the company’s First
quarter 2017 financial accounting statements, and issued the following deliberations: the First quarter
2017 financial accounting statements compiled by the company basically reflected the situation of the
company’s assets and the operation results, and the Audit Committee of the board of directors agreed to
submit the financial accounting statements to the board of directors for deliberation.
5.On July 5, 2017, the Audit Committee of the Board of Directors reviewed the qualifications of Ms. Xian
Zhijuan-the candidate for the general manager of the company's audit department, and agreed to
nominate Ms. Xian Zhijuan as the general manager of the company's audit department.
6. On August 9, 2017, the Audit Committee of the board of directors deliberated the company’s Semi
–annual Report 2017 financial accounting statements, and issued the following deliberations: the
semi-annual report 2017 financial accounting statements compiled by the company basically reflected
the situation of the company’s assets and the operation results, and the Audit Committee of the board of
directors agreed to submit the financial accounting statements to the board of directors for deliberation.
7. On October 25, 2017, the Audit Committee of the board of directors deliberated the company’s third
quarter 2017 financial accounting statements, and issued the following deliberations: the Third quarter
2017 financial accounting statements compiled by the company basically reflected the situation of the
company’s assets and the operation results, and the Audit Committee of the board of directors agreed to
submit the financial accounting statements to the board of directors for deliberation.
The information about the duty performance of the remuneration and appraisal committee of the board of
directors in year 2017:
1. On April 26, 2017, according to the provisions stipulated by Rules of Procedure for the Special
Committee of the Board, the remuneration and appraisal committee of the board had deliberated the
remunerations of the company’s directors, supervisors and senior management personnel of year 2016
and reckoned that remunerations paid to the company’s directors, supervisors and senior management
personnel were fair, reasonable and conforming to the relevant company’s the remuneration policy and
the appraisal standard, then agreed to submitted the item to the board of directors for deliberation.
Job performance condition of strategic committee of the board of directors in the year of 2017:
1. On February, The Strategy Committee of the Board of Directors reviewed the proposal to adjust
the company’s non-public offering of stocks and issued the following deliberations: The adjustment of
the non-public offering of shares to the company was in line with the actual conditions of the company
and the conditions of the capital market, and agreed to submit the proposal to the board of directors for
159
Sino Great Wall Co., Ltd. 2017 Annual Report
consideration. .
Information about fulfillment of the Nomination Committee of the Board of Directors during 2017
1.On July 5, 2017, the Nomination Committee of the Board of Directors reviewed the qualifications
of the senior management candidates for the company that are Mr. Tian Wei, Mr. Wang Shaojun, Mr.
Tang Xianyong, Ms. Cui Hongli and Ms. Xian Zhijuan, and considered that the above-mentioned
personnel have the appropriate qualifications and professional qualities for the exercise of the functions
and powers of the corresponding job, thus agreed to nominate the above-mentioned personnel to serve
as the company's senior management, and that’s submitted to the company’s board of directors for
deliberation.
2.On December 4, 2017, the Nomination Committee of the Board of Directors reviewed the
qualifications of Mr. Peng Lizhi-the candidate for the company’s deputy general manager, and
considered that Mr. Peng Lizhi has the qualifications and professional qualities for the exercise of the
functions and powers of the corresponding job, and agreed to submit the matter of nominating Mr. Peng
Lizhi as the deputy general manager of the company to the company's board of directors for deliberation.
VII. Work of the supervisory Committee
Did the supervisory Committee find any risk existing in performing the supervision activities in the
reporting period
□Yes √No
The supervisory Committee has no objection aginst any matters under supervision in the reporting
period
VIII. Assessment and incentive Mechanism for Senior executives
The company established the evaluation system based on the targeted responsibility system, and
adopted signing the annual responsibility appraisal agreement for the evaluation of the company’s senior
management personnel which specified the KPI and evaluation method with methods related to the
evaluation results. During the reporting period, the company’s had conformed to the measures of the
targeted responsibility system to assess and evaluate the senior management personnel performances,
which presented in the annual performance.
IX. Internal control situations
1. Specific situations on major defects of internal control discovered during report period
√ Yes □No
2. Self-evaluation report on internal control
Disclosure date of appraisal report on April 25,2018
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internal control
Disclosure index of appraisal report on Juchao Website:（http://www.cninfo.com.cn）, Selfevaluation report of internal
internal control control in 2017 on April 25,2018.
Proportion of total unit assets covered
by appraisal in the total assets of the
100.00%
consolidated financial statements of the
company
Proportion of total unit incomes
covered by appraisal in the total
100.00%
business incomes of the consolidated
financial statements of the company
Standards of Defects Evaluation
Category Financial Report Non-financial Report
Material Defect: Material Defect:
1.Fraud of directors, supervisors and 1.Violation of national laws or
senior management; regulations, normative documents
and significant decision making
2.Material errors appear in the Company’
lacking of scientificity and system
s financial report published;
may lead to invalid system, no
3. The certified public auditor finds
rectification for material or major
material wrong reporting in the current
defect or other situations that
financial statement, while the Company
materially affect
has not found such reporting during its
the Company; 2.Violation of
operation;4.The audit committee and
regulations led to punishment from
audit department of the Company
government department or regulatory
exercise invalid supervision upon internal
authority. Violation of management
control;
system or internal control procedure
5.The result of internal control
Standard led to major business disputes.
assessment hasn’t been rectified,
Ranges of material litigation led to
especially the material or major defects;
great losses;3.The working initiatives
6.Important business is lack of system
of staffs was damaged at a great
control or the system loses its validity.
level, and the working efficiency was
Major Defects:1.No recognized
substantially decreased, which
accounting standards were followed
exerted major adverse effects on the
when choosing and applying the
culture and cohesion of the
accounting policies;.
enterprise,and led to serious turnover
2.No anti-fraud program and control of core teams;4.Negative news
measures were established; 3.No spreads in the whole business
corresponding control mechanism was scope( including the extension to
established or implemented for treating industry chain ), or is concerned by
the abnormal or special accounting, and national medias or public ones, which
it is lack of compensating control;4.One will substantially damage the
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Sino Great Wall Co., Ltd. 2017 Annual Report
or more frauds appeared during the enterprise’s reputation, and the
financial report process, and which negative effects can’t be eliminated
couldn’t reasonably guarantee that the all the time;5.The Company involved
formulated financial report would reach punishment from CSRC and involved
the goals of being actual and warnings from stock exchange.
accurate.General Defect: Other defects
besides material defect and major defect.
(1) Material Defect: amount with wrong
reporting ≧ 10% of total profit amount;
amount with wrong reporting ≧ 10% of Material Defect: Due to the internal
operating income; amount with wrong control defect of non-financial report,
reporting≧ 10% of total asset; amount it may exert impacts of over RMB 10
with wrong reporting≧10% of net million(including RMB10 million ) on
assets;(2) Major Defect: 5% of total profit the total profit amount.Major Defect:
amount≦amount with wrong reporting﹤ Due to the internal control defect of
10% of total profit amount; 5% of non-financial report, it may exert
Standards of Quantitation operating income≦amount with wrong impacts of over RMB 5 million
reporting﹤10% of operating income ;5% (including 5 million but less than 10
of total asset≦amount with wrong million) on the total profit amount.
reporting﹤10% of total asset;5% of net General Defect:Due to the internal
assets ≦amount with wrong reporting﹤ control defect of non-financial report,
10% of net assets;(3) General Defect: it may exert impacts of below RMB 5
amount with wrong reporting﹤5% of million.
operating income. amount with wrong﹤
5% of total asset; amount with wrong
reporting﹤5% of net assets.
Number of major defects in financial
1
reporting（a）
Number of major defects in non
1
financial reporting (a)
Number of important defects in
0
financial reporting（a）
Number of important defects in non
0
financial reporting（a）
X. Internal Control audit report
□Applicable √Not applicable
Review opinions in the internal control audit report
Pursuant to the requirements of the “Guidelines for Internal Control Audit of Enterprises” and the Standards for the
Chinese Certified Public Accountants, BDO Certified Public Accountants (LLP) audited the effectiveness of the internal
control to the company's financial report with report date as of December 31, 2017, and issued XKSBZ “Internal Control
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Sino Great Wall Co., Ltd. 2017 Annual Report
Audit Report”, and expressed the following opinion: BDO considered that Sino Great Wall Co., Ltd maintained the
effective internal control over financial reporting as of December 31, 2017 in all major aspects in accordance with the
"Basic Standards for Corporate Internal Control" and the related regulations.
Disclosure date of audit report
Disclosure
of internal control (full-text)
Index of audit report of
April 24,2018
internal control (full-text)
Juchao Website: （http://www.cninfo.com.cn）; Audit report of internal control on April
Internal audit report’s opinion
24, 2018
Type of audit report on internal
Unqualified auditor’s report
control
Whether there is significant
No
defectin non-financial report
Has the CPAs issued a qualified auditor’s report of internal control .
□ Yes √No
Does the internal control audit report issued by the CPAs agree with the self-assessment report of the
Board of Directors
√Yes □No
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Sino Great Wall Co., Ltd. 2017 Annual Report
X. Corporate Bond
Whether the company has corporate bonds that have been publicly issued and listed on the stock
exchange, and not yet due or due but not folly cashed on the approval date of annual report
No
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Sino Great Wall Co., Ltd. 2017 Annual Report
XII. Documents Available for Inspection
1. Accounting statements carried with personal signatures and seals of legal representative, Chief
Financial officer and Financial Principal.
2. Original of Auditors’ Report carried with the seal of Certified Public Accountants as well as personal signatures
of certified Public accountants.
3. The originals of all the Company’s announcements and documents disclosed to the public during the Reporting
Period on Securities Times,Hong Kong Commercial Daily and Juchao Website（http://www.cninfo.com.cn）in the
report period.
English translation for reference Only Should there be any discrepancy between the two versions, t
he Chinese version shall prevail.
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