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神州B:2018年年度报告摘要(英文版)2019-04-30  

						                                                       Sino Great Wall Co., Ltd. Summary of 2018 Annual Report



Stock code: 000018 ,200018      Stock ID : Sino Great Wall ,Sino-B           Announcement No.2019-042




                Summary of 2018 Annual Report of Sino Great Wall Co., Ltd.

1. Important notes

The summary is abstract from full-text of annual report, for more details information , investors should found in
the full-text of annual report that published on website of Shenzhen Stock Exchange and other website appointed
by CSRC.
Objections of the directors, supervisors and senior management
                  Name                                  Office title                               Objection & reason
Statement
Other directors attending the Meeting for annual report deliberation except for the followed:

      Name of director absent         Title for absent director           Reasons for absent                      Attorney
         Jiang Chongguang              Independent director               Due to work reasons                    Yu Haichun


Non-standard auditor’s opinion
√Applicable□ Not applicable
     Due to the inability to obtain sufficient and appropriate audit evidence as the basis for expressing audit
opinions on the financial statements, Reanda Public Certified Accountants (LLP) issued an audit report that could
reservation opinions on the company. The board of directors and the board of supervisors of the Company have
made detailed explanations on relevant matters, to which investors shall pay attention.
Preliminary plan for profit distribution to the common shareholders or turning the capital reserve into the share
capital for the reporting period, which has been reviewed and approved at the board meeting
□ Applicable √Not applicable
The Company will not distribute cash dividend or bonus shares, neither capitalizing of common reserves for the
report period.
Plans for profit distribution on preference shares for the reporting period approved by the Board
□ Applicable √Not applicable
II. Basic information about the company
1. Company profile
Stock ID                                Sino Great Wall ,Sino-B       Stock code:                     000018、200018
Stock Exchange Listed                   Shenzhen Stock Exchange
  Contact person and contact manner                     Board secretary                         Securities affairs Representative
Name                                    Yang Chunling                                  Sun Yu
                                        Sino Great Wall Building, No.3 Jinxiu Street, Sino Great Wall Building, No.3 Jinxiu Street,
Contact address                         Economic Technology Development Zone , Economic Technology Development Zone ,
                                        Beijing                                       Beijing
Fax                                     010-89045856                                   010-89045856
Tel                                     010-89045855                                   010-89045855
Email.                                  1208806865@qq.com                              000018sz@sina.com


2. Brief introduction to the main business or products in the reporting period

(I) Company main business scope and business model



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                                               Sino Great Wall Co., Ltd. Summary of 2018 Annual Report


        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 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.
During the reporting period, the company was awarded with the 138th medal in the "2018 ENR Top 250
International Contractors" (ranked 39th among Chinese enterprises and 1st among Chinese private enterprises).
According to statistics from the Ministry of Commerce and the State Administration of Foreign Exchange, China's
industry-wide foreign direct investment in 2018 was USD 129.83 billion, with a year-on-year increase of 4.2%.
Turnover from overseas contracted projects reached USD 169.04 billion, with a year-on-year increase of 0.3%.
The turnover of overseas contracted projects in 63 countries and regions along the "the Belt and Road" was USD
89.33 billion, accounting for 52% of the total for the same period. The Chinese government has continued to push
forward the construction of "the Belt and Road" and has strengthened strategic docking with countries and regions
along the line. It has embraced a broader cooperation space in infrastructure construction, metallurgical
engineering, equipment manufacturing and other fields, and created more market opportunities for the company's
overseas business expansion.
  In terms of domestic projects: In order to further standardize the development of the Public-Private Partnership
(PPP) market, in the first half of 2018, relevant government departments successively issued policy documents
such as Notice on Regulating Investment and Financing Behavior of Financial Enterprises to Local Governments
and State-owned Enterprises and Notice of the Ministry of Finance on Further Strengthening the Standardized
Management of Public Private Partnership (PPP) Demonstration Project, further guiding the effective allocation of
resources and preventing risks, ensuring that truly standardized and efficient PPP projects can be implemented and
the market will decline in the short term. After October 2018, with the end of PPP clearing and government debt
regulation, investment enterprises have rebounded steadily, and the restart of infrastructure investment is expected
to boost the overall investment.
        (III) Company’s qualification
  At present, the Company possesses the construction certificates such as Constructional Engineering
Construction General Constructing-Grade I, Highway Engineering General Constructing-Grade I;Municipal
utility construction General Constructing-Grade I;Urban and road lighting engineering Constructing-Grade I;
Environmental engineering Constructing-Grade I ; Design and construction of architectural decoration
Constructing-Grade I, Electromechanical Equipment Installation Project Specialized Contracting-Grade I,
Construction Curtain Wall Project Specialized Contracting- Grade I, Fire Control Facilities Project Specialized
Contracting-Grade I, Possessing 10 first-class qualifications of professional contracting for engineering of
waterproof, anti-corrosion and insulation; meanwhile, possesses two class-a special-grade design qualifications of
building curtain wall engineering design and architectural decoration engineering design; in addition, possesses 5
second-class qualifications, including the second-class general contracting qualification of construction of water
conservancy and hydropower projects, the second-class of general contracting of metallurgy engineering
construction, the second-class qualification of professional contracting of steel structure engineering, the


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                                               Sino Great Wall Co., Ltd. Summary of 2018 Annual Report


second-class qualification of professional contracting of electronic and intelligent engineering and the second-class
general contracting qualification of mechanical and electrical engineering construction, and possesses the
third-class general contracting qualification of railway construction, the specialized contracting qualification for
special projects and so forth qualifications. The scope covers architecture, highways, railways, municipal utilities,
water conservancy and hydropower, petrochemical, electric power and other specialties.
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, 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:
                                                                                       In RMB
  No         Financing Channel      December 31,        Financing cost range           Structure
                                     2018
       1        Bank loans            2,758,060,500         3.15%-8.1%               Within 1 year

                                       228,632,300         3.25%-5.75%                 1-2 years

                                        19,995,100             6.75%                   2-3 years
                 Subtotal             3,006,688,000
       2      Trust financing          558,770,000           7%-9.77%                Within 1 year

                                      1,200,000,000         6.65%-11%                  1-2 years

                                       300,000,000             6.30%                   2-3 years
                 Subtotal             2,058,770,000
       3      Bond financing           200,000,000          5.96%-6.2%                 1-2 years

                                       145,000,000             6.20%                   2-3 years
                 Subtotal              345,000,000
       4          Notes                 75,257,400             0-10%                 Within 1 year
                   Total              5,485,715,400
      (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.

3. Major accounting data and financial indicators
(1)Major accounting data and financial indicators for the last three years
May the Company make retroactive adjustment or restatement of the accounting data of the previous years
□Yes √No



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                                                        Sino Great Wall Co., Ltd. Summary of 2018 Annual Report


                                                                                                                              In RMB
                                                                                          Changed over last year
                                                 2018                    2017                                              2016
                                                                                                (%)
         Operating revenue                    2,426,987,687.02        6,497,124,980.52                  -62.65%      4,664,999,117.17
Net profit attributable to the
shareholders of the listed company            -1,704,739,736.40         380,090,990.82                -548.51%         473,661,862.67
(Yuan)
Net profit after deducting of
non-recurring gain/loss attributable
to the shareholders of listed                 -1,411,440,495.34         377,087,197.69                -474.30%         470,274,602.37
company(Yuan )
Net cash flow generated by
                                                827,879,055.45       -1,781,868,618.65                -146.46%      -1,687,875,813.94
business operation, net(Yuan)
Basic earning per
                                                         -1.004                   0.220               -560.45%                       0.28
share(Yuan/Share)
Diluted gains per
                                                         -1.004                   0.220               -560.45%                       0.28
share(Yuan/Share)(Yuan/Share)
Net asset earning ratio(%)                         -142.85%                    19.35%               -162.20%                    31.18%
                                                                        End of            Changed over last year
                                              End of 2018                                                             End of 2016
                                                                         2017                   (%)
Gross assets                                  9,603,455,934.89       11,667,845,186.30                  -17.69%      7,986,178,961.63
Net assets attributable to
                                                235,202,473.51        2,151,482,467.52                  -89.07%      1,777,948,117.49
shareholders of the listed company



 (2)Main Financial Index by Quarters

                                                                                                                                  In RMB
                                           First quarter           Second quarter            Third quarter          Fourth quarter
Operating income                               923,442,740.92          663,528,834.32          672,083,613.81          167,932,497.97
Net profit attributable to the
                                               218,523,628.75          -74,524,173.03          -118,516,821.76      -1,730,222,370.36
shareholders of the listed company
Net profit after deducting of
non-recurring gain/loss attributable
                                                56,977,615.63          -65,023,592.77          -144,157,168.17      -1,284,719,983.99
to the shareholders of listed
company
Net Cash flow generated by
                                               809,676,459.22          288,487,906.41          189,148,952.32         -459,434,262.50
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
4.Share capital and shareholders
(1)Number of holders of ordinary shares and preference shares with restored voting right and Top 10
 shareholders
                                                                                                                             In shares
                               Total
Total number                                                                                       Total
of common                      shareholders     at                 The total number
                                                                                                   preferred sharehold
shareholders at                the end of the                       of preferred shar
                                                                                                   ers at the end of the
the end of the        77,544                                78,961 eholders voting ri            0                                     0
                               month from the                                                      month from the date
                                                                   ghts restored at p
reporting                                                                                          of disclosing the
                               date of disclosing                  eriod-end
period                                                                                             annual report
                               the annual report



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                                                       Sino Great Wall Co., Ltd. Summary of 2018 Annual Report



                                                 Shareholdings of Top 10 shareholders
                                               Number of                                                        Number or share
  Shareholders     Nature of    Proportion of  shares held                                                      pledged/frozen
                  shareholder shares held(%) at period Amount of restricted shares held
                                                  -end                                                 State of share     Amount
                 Domestic                                                                              Pledge            583,454,462
Chen Lue         Natural                   34.36% 145,863,639                           437,590,917
                 person                                                                                Freeze            583,454,556
STYLE-SUCC Foreign
                                            5.47% 92,970,910                                       0
ESS LIMITED legal person
               Domestic
Union Holdings Non-
                                            5.18% 87,935,921                                       0
Co., Ltd.      State-owned
               legal person
                 Domestic
He Feiyan        Natural                    3.23% 54,800,458                                       0 Freeze                54,800,458
                 person
Jiutai Fund-
Bank of
Communication
s-Jiutai
Huitong No.2 Other                          2.40% 40,696,772                                       0
specific
customer asset
management
plan
Rich Crown
                Foreign
Investment Co.,                             1.37% 23,235,313                                       0
                legal person
Ltd.
Qinghai Heyi     Domestic
Industry         Non-
                                            0.79% 13,357,084                                       0 Pledge                13,357,084
Development      State-owned
Co., Ltd.        legal person
                 Domestic
Huang Huaian     Natural                    0.72% 12,300,000                                       0
                 person
                 Domestic
Zhang Xubao      Natural                    0.34%      5,852,820                                   0
                 person
                 Domestic
Chen Lihong      Natural                    0.28%      4,775,760                                   0
                 person
                                The largest shareholder of Mr. Chen Lue and the Fourth largest shareholder of Ms. He Feiyan
                                aforesaid are persons acting in concerted; The controlling shareholder of the above-mentioned third
Explanation on associated
                                shareholder Shenzhen Union Holdings Co.,Ltd. And Sixth shareholder Rich Crown Investment Co.,
relationship among the
                                Ltd.. Is Union Development Group Ltd.; It is unknown whether there is relationship between other
aforesaid shareholders
                                shareholders and whether they are persons taking concerted action specified in the Regulations on
                                Disclosure of Information about Change in Shareholding of Shareholders of Listed Companies.
Notes to the shareholders
involved in financing           Not applicable
securities (if any)

(2)Total preference shareholders and the shares held by the Top 10 Preference shareholders
□ Applicable □ Not applicable
The Company had no shareholders with preferred stock held in the reporting.




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                                               Sino Great Wall Co., Ltd. Summary of 2018 Annual Report



(3)Block diagram of the ownership and control relations between the Company and the actual controller




5. Corporation bonds

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
III. Discussion and Analysis of the Management
1. Business Operation summary in the reporting period
Whether the company needs to comply with the disclosure requirements of the particular industry
Reference disclosure
Civil Engineering Construction
2018 is an extremely difficult year for the company, with the global economic situation increasingly complicated,
international trade protection on the rise, growth rate of foreign engineering contracting industry slowed down and
competition intensified. Due to the national capital management policy at the beginning of 2018 and the
environmental impact of deleveraging, the company was subjected to loan recovery with different degrees such as
loan withdrawal and loan cut, resulting in the liquidity difficulties of the company's operating funds and triggering
a series of chain reactions of operating difficulties. Overdue repayment appeared in the financing of the company,
its subsidiaries and banks and other financial institutions. Major accounts, some assets and shares of subsidiaries
were frozen by overdue financial institutions in pre litigation preservation, further causing some employees of the
company to default on their wages, some suppliers to default on their debts, and bidding for new projects was also
greatly affected. The company's operating income has been greatly reduced, and the annual operating results in
2018 show losses for the first time. In 2018, the company realized operation income of RMB 2.431 billion, a
decrease of 62.58% from the last year; realized the operating profits of RMB- 1.48 billion, a decrease of 391.32%
from the last year; and the net profit attributable to the parent company was RMB -1.736 billion, a decrease of
556.66% from the last year.
In terms of engineering construction, the company overcame difficulties and obstacles, rooted in the existing
business area and scale, and continued to steadily expand its business. During the reporting period, the company
faced difficulties both domestically and abroad. In terms of foreign business, the company undertook the
traditional construction business-Cambodia Mekong River Villa Project; Meanwhile, it actively participated in
investment and financing, development, construction and operation projects, and jointly develops Dongpoxi
Comprehensive Park in Laos with international engineering companies; In addition, It completed and delivered
the residential and commercial buildings of the stock project NAGA Phase II Integrated entertainment in
Cambodia and the Cambodia Haoli Diamond Project, and maintained the normal operation of the stock projects in



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                                                    Sino Great Wall Co., Ltd. Summary of 2018 Annual Report


Cambodia, Russia, Sri Lanka, Malaysia, Algeria and Myanmar regions. In terms of domestic business, the
company has successfully connected with strategic projects such as Chengdu Rennan Square Project, Future New
World Project, Xinhui Hilton Hotel and Villa Project. Meanwhile, it actively expands its major clients and reaches
strategic cooperation intentions with well-known real estate developers and investment companies, which are
expected to sign high-value business contracts with the company in 2019.
The medical and health industry is an important pillar in the company's transformation and development strategy.
Due to the influence of the adjustment of national financial policies, the company actively expanded the
traditional construction business of infrastructure, utilized existing resources, and strengthened horizontal
integration. It is expected that some breakthroughs will be made in Medical engineering and proton therapy
projects in the future.
In smart housing sector, it will locate the trend and accurately position it, and comprehensively push forward the
implementation of strategic development goals. In recent years, the Chinese government has successively issued
relevant policies to vigorously promote the transformation of the construction industry to construction
industrialization. The company has set up a "Sino Great Wall Intelligence Residential Co, Ltd." in Zhanjiang,
Guangdong, to produce fabricated supporting products. During the reporting period, the construction of the base's
factory building framework was basically completed. Due to the financial environment, the production line has
not yet been established and put into production. Meanwhile, the company promoted the rural assembly business
and made a preliminary layout in key regions of the country.
Faced with the financial difficulties, the company has made concerted efforts from top to bottom to conquer the
difficulties. It has successively carried out a series of reforms and innovations in enterprise management mode,
timely investigated and re-elected board members, integrated the senior management team, re-organized the
business sectors, defined the responsibility assessment, strengthened the asset preservation, comprehensively
optimized control and other measures to effectively stimulate enterprise development potential in adversity.

2. Material change in principal activities during the reporting period
□ Yes    √No

3. Products accounting for over 10% of revenue or profit from principal activities of the Company
√ Applicable □ Not applicable
                                                                                                                      In RMB
                                                                         Increase/decrease Increase/decrease Increase/decrease
                                                                         of revenue in the of business cost    of gross profit
                                                         Gross profit
         Name           Turnover       Operation cost                     same period of     over the same rate over the same
                                                           rate(%)
                                                                            the previous       period of        period of the
                                                                              year(%)      previous year (%) previous year (%)
EPC                 1,853,545,312.44 1,854,176,312.80           -0.03%           -56.57%           -38.80%           -29.05%
Decoration work       430,784,976.15   494,437,274.02          -14.78%           -78.62%           -70.55%           -31.47%
On Area             2,284,330,288.59 2,348,613,586.82           -2.81%           -63.64%           -50.12%           -27.88%
Overseas            1,725,531,194.49 1,817,363,558.28           -5.32%           -53.99%           -40.14%           -24.36%
Domestic              701,456,492.53   632,137,076.59            9.88%           -74.47%           -65.84%           -22.76%

4. Seasonal or cyclical operations requiring special attention
□ Yes    √No

5. Material difference of revenue, operating costs or net profit attributable to holders of ordinary shares of the
Company for the reporting period from the last reporting period
√ Applicable □Not applicable
Due to the national capital management policy at the beginning of 2018 and the environmental impact of
deleveraging, the company was subjected to loan recovery with different degrees such as loan withdrawal and
loan cut, resulting in the liquidity difficulties of the company's operating funds and triggering a series of chain
reactions of operating difficulties. Overdue repayment appeared in the financing of the company, its subsidiaries
and banks and other financial institutions. Major accounts, some assets and shares of subsidiaries were frozen by
overdue financial institutions in pre litigation preservation, further causing some employees of the company to
default on their wages, some suppliers to default on their debts, and bidding for new projects was also greatly
affected. The company's operating income has been greatly reduced, and the annual operating results in 2018
show losses for the first time.



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                                               Sino Great Wall Co., Ltd. Summary of 2018 Annual Report



6. Suspension in trading or delisting
□ Applicable √Not applicable

7. Events relating to the financial report
(1) Reason for changes in accounting policies, accounting estimates and accounting methods as compared to the
financial report for the prior year
√ Applicable □ Not applicable
The format of financial statements of general enterprises has been revised in accordance with the provisions of
Notice on Revision and Issue of 2018 Format of Financial Statements for General Enterprises (CK [2018] No.15)
issued by the Ministry of Finance.
(2) Reason for retrospective restatement to correct major accounting errors during the reporting period
□ Applicable √ Not applicable
No major accounting errors within reporting period that needs retrospective restatement for the Company in the
period.
(3) Reason for changes in scope of the consolidated financial statements as compared to the financial report for
the prior year
√ Applicable □Not applicable
During the reporting period, the changes in the scope of consolidated statements are detailed in the notes to the
financial reports.




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