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神州B:2019年第一季度报告全文(英文版)2019-04-30  

						       Sino Great Wall Co., Ltd. The First Quarterly Report 2019




Sino Great Wall Co., Ltd.

The First Quarterly Report 2019




         April 2019




                                                                   1
                                                        Sino Great Wall Co., Ltd. The First Quarterly Report 2019




                                                        1 Important Notice


The Board of Directors ,Supervisory Committee, all directors, supervisors and senior executives of the Company
hereby guarantees that 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.



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



Mr.Chen Lue, Person in charge of the Company, Ms.Yang Chunling, Chief financial officer and the Ms. Yang
Chunling, 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 Quarterly Report .




                                             II. Basic information about the company

I. Main accounting data and financial indexes

Indicate by tick mark whether the Company needs to retroactively restate any of its accounting data.
□ Yes    √ No
                                                                                                          Changes of this period
                                                        This period            Same period of last year   over same period of last
                                                                                                                year(%)

 Operating income(RMB)                                   152,514,127.64               923,442,740.92                     -83.48%

 Net profit attributable to the shareholders
                                                          -128,964,725.66               218,523,628.75                    -159.02%
 of the listed company(RMB)

 Net profit after deducting of
 non-recurring gain/loss attributable to
                                                          -128,964,725.66                59,559,955.14                    -316.53%
 the shareholders of listed company
 (RMB)

 Cash flow generated by business
                                                            24,863,912.37               809,676,459.22                     -96.93%
 operation, net(RMB)


                                                                                                                                     2
                                                Sino Great Wall Co., Ltd. The First Quarterly Report 2019


 Basic earning per share(RMB/Share)                            -0.08                               0.13                       -161.54%

 Diluted gains per
                                                               -0.08                               0.13                       -161.54%
 share(RMB/Share)(RMB/Share)

 Weighted average ROE(%)                                   -75.37%                            9.69%                            -85.06%

                                                                                                                  Changes of this
                                              End of this period             End of last period                period-end over same
                                                                                                            period-end of last year(%)

 Gross assets(RMB)                              9,365,266,921.60               9,603,455,934.89                               -2.48%

 Net assets attributable to the
 shareholders of the listed company                 105,937,489.04                 235,202,473.51                              -54.96%
 (RMB)



Items and amount of non-current gains and losses

√ Applicable □ Not applicable

                                                                                                                             In RMB

                                                                                                          Changes of this period-end
                         End of this period                            End of last period             over same period-end of last
                                                                                                                   year(%)

 Total                                                                                      0.00                      --

For the Company’s non-recurring gain/loss items as defined in the Explanatory Announcement No.1 on
information disclosure for Companies 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 recognized as recurring gain /loss/items as defined by the information
disclosure explanatory Announcement No.1- Non –recurring gain/loss in the report period.




                                                                                                                                         3
                                                  Sino Great Wall Co., Ltd. The First Quarterly Report 2019




II.Total Shareholders and Shares Held by Top Ten Shareholders at the End of the Reporting Period
1. About Total Common Shareholders, Total Preference Shareholders with the Voting Power Recovered and the
Shares Held by Top Ten Common Shareholders
                                                                                                                             In shares
                                                       Total preference shareholders with
Total number of common
                                               78,961 the voting power recovered at the                                              0
shareholders at the period-end
                                                       end of the reporting period(if any)

                                            Shares held by the top 10 shareholders

                                                                              Amount of                    Pledging or freezing
                     Properties of        Share                             tradable shares
Shareholder name                                           Quantity                                 Status of the
                      shareholder      proportion %                        with Conditional                               Quantity
                                                                                                       shares
                                                                                 held

                   Domestic Natural                                                               Pledge                  583,454,556
Chen Lue                                      34.36%        583,454,556         437,590,917
                   person                                                                         Freeze                  583,454,462

STYLE-SUCCES Foreign legal
                                               5.47%          92,970,910                      0
S LIMITED          person

                   Domestic Non-
Union Holdings
                   State-owned legal           5.18%          87,935,921                      0
Co., Ltd.
                   person

                   Domestic Natural
He Feiyan                                      3.23%          54,800,458                      0 Freeze                      54,800,458
                   person

Jiutai Fund-
Bank of
Communications
-Jiutai Huitong Other                         2.40%          40,696,772                      0
No.2 specific
customer asset
management plan

Rich Crown
                   Foreign legal
Investment Co.,                                1.37%          23,235,313                      0
                   person
Ltd.

Qinghai Heyi
                   Domestic Non-
Industry
                   State-owned legal           0.79%          13,357,084                      0 Pledge                      13,357,084
Development
                   person
Co., Ltd.

                   Domestic Natural
Huang Huaian                                   0.67%          11,300,000                      0
                   person

Zhang Xubao        Domestic Natural            0.38%           6,503,220                      0


                                                                                                                                         4
                                                     Sino Great Wall Co., Ltd. The First Quarterly Report 2019


                   person

                   Domestic Natural
Chen Lihong                                       0.28%           4,775,760                      0
                   person

                                      Shareholding of top 10 shareholders of unrestricted shares

                                        Quantity of unrestricted shares held at the end of the                   Share type
      Name of the shareholder
                                                          reporting period                              Share type        Quantity

                                                                                                     RMB Common
Chen Lue                                                                           145,863,639                                145,863,639
                                                                                                     shares

                                                                                                     Foreign shares
                                                                                                     placed in
STYLE-SUCCESS LIMITED                                                               92,970,910                                 92,970,910
                                                                                                     domestic
                                                                                                     exchange

                                                                                                     RMB Common
Union Holdings Co., Ltd.                                                            87,935,921                                 87,935,921
                                                                                                     shares

                                                                                                     RMB Common
He Feiyan                                                                           54,800,458                                 54,800,458
                                                                                                     shares

Jiutai Fund-Bank of
Communications-Jiutai Huitong                                                                       RMB Common
                                                                                    40,696,772                                 40,696,772
No.2 specific customer asset                                                                         shares
management plan

                                                                                                     Foreign shares
                                                                                                     placed in
Rich Crown Investment Co., Ltd.                                                     23,235,313                                 23,235,313
                                                                                                     domestic
                                                                                                     exchange

Qinghai Heyi Industry Development                                                                    RMB Common
                                                                                    13,357,084                                 13,357,084
Co., Ltd.                                                                                            shares

                                                                                                     RMB Common
Huang Huaian                                                                        11,300,000                                 11,300,000
                                                                                                     shares

                                                                                                     RMB Common
Zhang Xubao                                                                          6,503,220                                  6,503,220
                                                                                                     shares

                                                                                                     Foreign shares
                                                                                                     placed in
Chen Lihong                                                                          4,775,760                                  4,775,760
                                                                                                     domestic
                                                                                                     exchange

                                      The largest shareholder of Mr. Chen Lue and the Fourth largest shareholder of Ms. He Feiyan
                                      aforesaid are persons acting in concernp; The controlling shareholder of the above-mentioned
Explanation on associated
                                      third shareholder Shenzhen Union Holdings Co.,Ltd. And Sixth shareholder Rich Crown
relationship or concerted action of
                                      Investment Co., Ltd.. Is Union Development Group Ltd., The other tradable shareholders
the above shareholders
                                      neither knew whether there exists associated relationship between them.




                                                                                                                                            5
                                           Sino Great Wall Co., Ltd. The First Quarterly Report 2019


Note to the top 10 common
stockholders involved in margin
                                     Nil
financing & securities lending (If
any)

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.Total number of preferred shareholders and shareholding of top 10 preferred shareholders by the end of
the report period

□ Applicable √Not applicable




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                                                   Sino Great Wall Co., Ltd. The First Quarterly Report 2019



                                                   III Significant Events

I. Major changes of main accounting statement items and financial indicators in the reporting period, as
well as reasons for the changes

√ Applicable □Not applicable

                                                    Same period of the
                            This period/Year-end         previous
           Items                                                          Changes %             Remarks on the change
                                  balance           year/Year-beginning
                                                         balance

Long-term Loanss            -                       120000000.00          -100.00%     Mainly due to use the same bank to
                                                                                       borrow short-term loans to repay
                                                                                       long-term loans.

Operating income            152514127.64            923442740.92          -83.48%      Mainly for the national credit
                                                                                       tightening, the tight capital led to the
                                                                                       company's business contraction, the
                                                                                       project progressed slowly.

Operating cost              129968630.28            694723215.49          -81.29%      Mainly due to reduced operating
                                                                                       income

Administration              47113359.52             73133254.43           -35.58%      Mainly due to the decrease in operating
expenses                                                                               shrinkage management personnel

Net profit                  -128564725.66           218782564.96          -158.76%     Mainly due to reduced operating
                                                                                       income

                            24863912.37             809676459.22          -96.93%      Mainly due to the reduction of projects
Net cash flow generated
                                                                                       and the slow progress of projects under
 by operation activities
                                                                                       construction

Net cash flow generated     -                       -81805042.30          -100.00%     Mainly due to reduced operating
by investment activities                                                               shrinkage

Net cash flow generated     -64236401.65            -624966136.18         -89.72%      Mainly due to the tightening of national
 by financing activities                                                               credit and the difficulty of loans


II. The progress of significant events and influence, as well as the analysis and explanation on resolving
proposal.

√ Applicable □ Not applicable

1. On February 12, 2018, the Company convened the twenty-ninth meeting of the seventh Board of Directors,
deliberating and adopting a Proposal on Acquisition of Shares of UPL Laos Co., Ltd., according to which, UPL
(MALAYSIA) SDN. BHD. (hereinafter referred to as UPL Malaysia) transfered 30% of shares of UPL Laos Co.,
Ltd. (hereinafter referred to as UPL Laos) to the Company by signing an Agreement of Equity Cooperation on
Laos Vientiane Dongphosy Special Economic Zone Project, UPL Laos entered into a franchise agreement for
50+40 years with Laos Government by cash contribution of USD 10 million and advance payment of USD 20

                                                                                                                                  7
                                             Sino Great Wall Co., Ltd. The First Quarterly Report 2019


million for project construction put together as the consideration of acquisition and took full charge of matters of
development of Dongphosy as the franchisee to Dongphosy Special Economic Zone (refer to the Company's
Announcement 2018-020 and 021). On June 12, 2018, the Company agreed with UPL Malaysia on transfer of
10% of shares, hence the Company's shareholding ratio rose to 40%. Whereas the Company is experiencing a
financial difficulty at the moment and has failed to perform duties of advance payment and construction in the
equity agreement and duties in the loan agreement, the Malaysian shareholder UPL Malaysia sent a latter in
request for a return of equity and filed an arbitration to Hong Kong International Arbitration Centre on the dispute
of equity in March 2019. Right now, the Company has hired an arbitrator duly in response to the suit.
2. The Company convened the thirty-seventh meeting of the seventh Board of Directors on September 2, 2018,
planned to invest and found "Yinglonghu Development Co., Ltd." (hereinafter referred to as the Project Company,
whose final name is subject to the name approved in industrial and commercial registration) with Chongqing
Circum-Yinglonghu Industrial Co., Ltd. (hereinafter referred to as Party A) and 7 village committees concerned at
the project location (hereinafter referred to as Party C). The registered capital of the Project Company was RMB
125 million, wherein Party A subscribed capital by earlier input of physical assets worth RMB 23.75 million
(subject to the audited amount) in the Yinglong Project, accounting for 19% of the registered capital; Sino Great
Wall contributed RMB 100 million by currency, accounting for 80% of the registered capital; Party C subscribed
RMB 1.25 million by currency or contribution in kind, accounting for 1% of the registered capital (refer to the
Company's Announcement 2018-104 and 105). At the moment, the Project Company has been registered and
project planning and design are underway.
3. In January 2018, the Company's wholly-owned subsidiary Sino Great Wall Intelligent Real Estate (Zhanjiang)
Co., Ltd. obtained a Reply to Sino Great Wall on EIA Report for Residential Industrialization Base Construction
Project, which was expected to speed up construction of the Company's fabricated intelligent property R&D
center and production base project, facilitate the Company to get involved in the fabricated intelligent property
construction area, add a new profit growth point to the Company and show a positive impact on its future
operation and development. For more details, please refer to Announcement of Voluntary Information Disclosure
on the Company Getting an EIA Reply to Fabricated Intelligent Property R&D Center and Production Base
Construction Project disclosed by the Company on January 4, 2018 (refer to the Company's Announcement
2018-003).Due to the shortage of project funds and the mortgage of production base land to China Bohai Bank,
the project is currently at a standstill.
4. On October 18, 2018, the company received the notice of investigation issued by the China Securities
Regulatory Commission (No: JDC Zi No. 18041). As the company is suspected of violating laws and regulations
in information disclosure, according to the relevant provisions of the Securities Law of the People's Republic of
China, the CSRC has decided to initiate an investigation in the company. On March 6, 2019, the company
received the Shenzhen Securities Regulatory Bureau's Decision on Administrative Supervision Measures (No
2019] 11, No. [2019] 12 , No. [2019] 13 ,No. [2019] 14 , No. [2019] 15, and No. [2019] 16) showing that the
Shenzhen Securities Regulatory Bureau had carried out on-site inspection of the company since May 2018, and
the Shenzhen Securities Regulatory Bureau had filed a case for investigation on the illegal disclosure of relevant
information found in the inspection; In addition, through inspection, it is also found that the company had the
following problems "I. The income cost accounting is not standardized, and expenses are charged through
out-of-account fund accounts; II. It did not disclose the changes in major items in a timely manner, the preparation
of performance forecasts and performance report is not prudent; III. It has capital exchanges of no real business
foundation with a number of companies, and illegal foreign financial assistance; IV. The relevant management
system for raising funds is not perfect; V. Registration management for information insider is not standardized".
The Shenzhen Securities Regulatory Bureau decided to take corrective measures against the company, the


                                                                                                                  8
                                              Sino Great Wall Co., Ltd. The First Quarterly Report 2019


company's relevant directors, senior management personnel, and issue warning letters to Mr. Chen Lue, Mr. Tian
Wei, Mr. Tang Xianyong, Ms. Cui Hongli, Ms. Yang Chunling (see 2018-121, 2019-022,2019-031) In response
to the relevant problems found during the inspection against the company, the company has made serious
rectification in accordance with the matters involved in the Decision on Taking Corrective Measures against Sino
Great Wall Co., Ltd. ([2019] No.11). In addition to the above matters, Shenzhen Securities Regulatory Bureau
requires the company to employ a third party independent agency to conduct special inspections on the problems
of NPP-0057 in Xingang, Qatar, Cambodia Refinery and NAGA Casino Phase II project in Cambodia.
As of the disclosure date of this announcement, the company has not yet received the China Securities Regulatory
Commission's concluding comments or decisions on relevant investigation matters.
5. The company held the sixth meeting of the eighth Board of Directors on April 12, 2019, deliberated and passed
the Proposal on Adjusting the Company's Organizational Structure and agreed to adjust the operating organization
and business structure of the company's headquarters. The company will implement a division system by sections
and set up four operating organizations, including the domestic traditional construction business sector (division),
infrastructure business sector (division), overseas business sector (division), smart housing and medical care
business sector (division). After this adjustment, the organizational structure of the company's headquarters is as
follows: eight functional departments and offices, including the comprehensive office, the finance department and
the human resources department, as well as the above-mentioned four operating institutions (see the company's
announcement No 2019-028 for details).
                                                                              Description of the website for disclosing
Overview of material matters          Date of disclosing
                                                                              provisional announcements

Progress in the implementation of share repurchase
□ Applicable √ Not applicable
Progress in the implementation of the reduction of the repurchased shares by means of centralized bidding
□ Applicable √ Not applicable

III. Commitments finished in implementation by the Company, shareholders, actual controller, acquirer,
directors, supervisors, senior executives or other related parties in the reporting period and commitments
unfinished in implementation at the end of the reporting period
□ Applicable √ Not applicable
The company has no commitments completed in period and those without completed till lend of the period from
actual controller, shareholders, related parties, purchaser and companies.

IV.Prediction of Business performance for January- June 2019

Estimation of accumulative net profit from the beginning of the year to the end of next report period to be loss
 probably or the warning of its material change compared with the corresponding period of the last year and
 explanation of reason.

□ Applicable √ Not applicable

V. Investment in securities

□ Applicable √ Not applicable



                                                                                                                          9
                                             Sino Great Wall Co., Ltd. The First Quarterly Report 2019


No securities investment in period.


VI. Investments in derivatives

□ Applicable √ Not applicable
There is no derivative investment during the report period.

VII. The registration form of acceptance of investigation, communication and interview in the report period for
future reference

□ Applicable √ Not applicable
The Period has no research, communication and written inquiry from the investors in the report period.

VIII. Outward Guarantee against the Regulations
□ Applicable √Not applicable
The Company has no external guarantee get out of the line in the Period

IX. Controlling shareholder and its related parties occupying non-business capital of the listed company

□ Applicable √Not applicable

There are no controlling shareholder and its related parties occupying non-business capital of the listed company
in Period




                                                                                                              10
                                                  Sino Great Wall Co., Ltd. The First Quarterly Report 2019




                                                IV. Financial Statement


I. Financial statement

1. Consolidated balance sheet


Prepared by:Sino Great Wall Co., Ltd.

                                                       March 31,2019
                                                                                                                   In RMB

                     Items                             March 31,2019                        December 31,2018

Current asset:

               Monetary fund                                       556,885,742.35                         658,714,886.48

             Settlement provision

Outgoing call loan

Transactional financial assets

  Financial assets measured at fair value
with variations accounted into current
income account

     Derivative financial assets

Notes receivable & account receivable                            4,060,925,394.30                        4,204,113,048.24

       Including:     Notes receivable                                6,368,520.59                           1,518,790.00

       Account receivable                                        4,054,556,873.71                        4,202,594,258.24

  Prepayments                                                      204,407,463.99                         220,261,619.13

Insurance receivable

Reinsurance receivable
Provisions     of    Reinsurance    contracts
receivable
       Other account receivable                                  2,209,542,389.51                        2,186,223,361.40

     Including:Interest receivable

              Dividend receivable

     Repurchasing of financial assets

     Inventories                                                   726,888,475.46                         717,531,578.23

     Contract assets

     Assets held for sales                                         105,075,792.00                         105,075,792.00




                                                                                                                         11
                                               Sino Great Wall Co., Ltd. The First Quarterly Report 2019


        Non-current asset due within 1 year

     Other current asset                                          6,330,776.87                              5,795,797.44

Total of current assets                                       7,870,056,034.48                        8,097,716,082.92

Non-current assets:

Loans and payment on other’s behalf
disbursed

Debt investment

  Available for sale of financial assets                         10,338,500.00                             10,338,500.00

     Other investment on bonds

  Expired investment in possess

  Long-term receivable                                           16,357,545.43                             16,708,613.19

  Long term share equity investment                             106,837,810.83                         106,837,810.83

Other equity instruments investment

Other non-current financial assets

  Property investment

     Fixed assets                                               151,212,961.16                         158,746,947.91

Construction in progress                                         37,265,289.10                             36,697,284.04

     Production physical assets

     Oil & gas assets

     Use right assets

     Intangible assets                                           98,277,114.10                             99,921,251.67

  Development expenses

     Goodwill                                                    27,268,234.53                             27,268,234.53

  Long-germ expenses to be amortized                              5,128,863.32                              6,727,688.90

  Deferred income tax asset                                     117,614,775.66                         117,983,727.91

  Other non-current asset                                       924,509,792.99                         924,509,792.99

Total of non-current assets                                   1,494,810,887.12                        1,505,739,851.97

Total of assets                                               9,364,866,921.60                        9,603,455,934.89

Current liabilities

  Short-term loans                                            2,930,473,637.01                        2,862,584,629.01

 Loan from Central Bank

  Borrowing funds

     Transactional financial liabilities

Financial liabilities measured at fair value
with variations accounted into current


                                                                                                                      12
                                            Sino Great Wall Co., Ltd. The First Quarterly Report 2019


income account

     Derivative financial liabilities

        Notes payable & account payable                    1,850,987,386.11                        1,926,243,130.15

     Advance receipts                                        500,912,986.89                         478,101,743.92

 Selling of repurchased financial assets

     Deposit taking and interbank deposit

 Entrusted trading of securities

Entrusted selling of securities

 Employees’ wage payable                                     94,740,557.10                             86,414,858.86

 Tax payable                                                 386,100,447.46                         393,957,887.52

        Other account payable                              2,205,090,806.01                        2,212,412,970.43

     Including:Interest payable                             342,803,659.92                         280,806,670.49

             Dividend payable                                  8,541,818.64                              8,541,818.64

     Fees and commissions payable

     Reinsurance fee payable

Contract Liabilities

     Liabilities held for sales

  Non-current liability due within 1 year                    975,719,981.55                         975,719,981.55

Other current liability

Total of current liability                                 8,944,025,802.13                        8,935,435,201.44

Non-current liabilities:

     Reserve fund for insurance contracts

  Long-term loan                                                                                    120,000,000.00

 Bond payable                                                258,411,281.36                         254,801,342.47

  Including:preferred stock

  Sustainable debt

        Lease liability

             Long-term payable                                   295,831.04                               322,990.35

  Long-term remuneration payable to staff

 Expected liabilities                                          2,958,723.15                              2,958,723.15

     Deferred income

  Deferred income tax liability                               23,272,047.09                             24,369,456.18

Other non-current liabilities

Total non-current liabilities                                284,937,882.64                         402,452,512.15



                                                                                                                   13
                                                     Sino Great Wall Co., Ltd. The First Quarterly Report 2019


Total of liability                                                    9,228,963,684.77                          9,337,887,713.59

Owners’ equity

  Share capital                                                       1,698,245,011.00                          1,698,245,011.00

  Other equity instruments

  Including:preferred stock

  Sustainable debt

 Capital reserves                                                    -1,298,846,540.07                          -1,298,846,540.07

  Less:Shares in stock

Other comprehensive income                                                  -50,380.95                                  -50,380.95

     Special reserve                                                     20,325,823.62                             21,026,082.43

  Surplus reserves                                                       84,394,441.23                             84,394,441.23

Common risk provision

Retained profit                                                        -398,530,865.79                           -269,566,140.13

Total of owner’s equity belong to the
                                                                       105,537,489.04                             235,202,473.51
parent company

Minority shareholders’ equity                                           30,365,747.79                             30,365,747.79

Total of owners’ equity                                               135,903,236.83                             265,568,221.30

Total of liabilities and owners’ equity                              9,364,866,921.60                          9,603,455,934.89


Legal Representative: Chen Lue        Person in charge of accounting:Yang Chunling      Accounting Dept Leader:Yang Chunling


2.Parent Company Balance Sheet
                                                                                                                           In RMB

                     Items                                March 31, 2019                            December 31, 2018

Current asset:

Monetary fund                                                            46,770,672.08                             46,778,625.47

Transactional financial assets

  Financial assets measured at fair value
with variations accounted into current
income account

     Derivative financial assets

  Notes receivable & account receivable

     Including:Notes receivable

                Account receivable

     Prepayments

  Other account receivable                                            3,056,514,670.86                          2,986,852,664.14


                                                                                                                                14
                                           Sino Great Wall Co., Ltd. The First Quarterly Report 2019


     Including:Interest receivable

          Dividend receivable                               100,000,000.00                         100,000,000.00

     Inventories

     Contract assets

     Assets held for sales

     Non-current asset due within 1 year

     Other current asset                                      2,643,826.33                             2,604,075.38

Total of current assets                                   3,105,929,169.27                        3,036,235,364.99

Non-current assets:

Debt investment

  Available for sale of financial assets

     Other investment on bonds

  Expired investment in possess

  Long-term receivable

  Long term share equity investment                       3,323,211,536.66                        3,323,211,536.66

Other equity instruments investment

Other non-current financial assets

  Property investment

  Fixed assets                                                   32,402.37                               36,371.12

        Construction in progress

     Production physical assets

     Oil & gas assets

     Use right assets

     Intangible assets

  Development expenses

     Goodwill

  Long-germ expenses to be amortized                            879,666.67                             1,074,666.67

  Deferred income tax asset

  Other non-current asset                                   728,328,020.00                         728,328,020.00

Total of non-current assets                               4,052,451,625.70                        4,052,650,594.45

Total of assets                                           7,158,380,794.97                        7,088,885,959.44

Current liabilities

     Short-term loans                                     2,189,866,602.21                        2,189,866,602.21

     Transactional financial liabilities



                                                                                                                 15
                                               Sino Great Wall Co., Ltd. The First Quarterly Report 2019


Financial liabilities measured at fair value
with variations accounted into current
income account

     Derivative financial liabilities

        Notes payable & account payable                          94,900,000.00                             95,000,000.00

  Advance receipts

     Contract Liabilities

 Employees’ wage payable                                        19,042,896.13                             15,016,143.39

 Tax payable                                                     97,157,829.11                             97,149,029.10

        Other account payable                                 1,469,715,040.31                        1,347,473,661.05

     Including:Interest payable                                293,534,570.40                         243,458,030.15

             Dividend payable                                     8,541,818.64                              8,541,818.64

     Liabilities held for sales

  Non-current liability due within 1 year                       866,250,000.00                         866,250,000.00

Other current liability

Total of current liability                                    4,736,932,367.76                        4,610,755,435.75

Non-current liabilities:

  Long-term loan

 Bond payable

  Including:preferred stock

  Sustainable debt

        Lease liability

     Long-term payable

  Long-term remuneration payable to staff

 Expected liabilities

     Deferred income

  Deferred income tax liability

Other non-current liabilities

Total non-current liabilities

Total of liability                                            4,736,932,367.76                        4,610,755,435.75

Owners’ equity

  Share capital                                               1,698,245,011.00                        1,698,245,011.00

  Other equity instruments

  Including:preferred stock

  Sustainable debt


                                                                                                                      16
                                                 Sino Great Wall Co., Ltd. The First Quarterly Report 2019


  Capital reserves                                              1,237,956,472.37                         1,237,956,472.37

  Less:Shares in stock

Other comprehensive income

     Special reserve

  Surplus reserves                                                 26,309,287.00                             26,309,287.00

     Retained profit                                             -541,062,343.16                          -484,380,246.68

Total of owners’ equity                                        2,421,448,427.21                         2,478,130,523.69

Total of liabilities and owners’ equity                        7,158,380,794.97                         7,088,885,959.44


3.Consolidated Income statement

                                                                                                                   In RMB

                          Items                           Report period                Same period of the previous year

          I. Income from the key business                            152,514,127.64                        923,442,740.92

Including:Business income                                           152,514,127.64                        923,442,740.92

     Interest income

 Insurance fee earned

Fee and commission received

II. Total business cost                                              281,478,853.30                        870,627,801.52

Including:Business cost                                             129,968,630.28                        694,723,215.49

      Interest expense

 Fee and commission paid

    Insurance discharge payment

  Net claim amount paid

Net amount of withdrawal of insurance contract
reserve

Insurance policy dividend paid

  Reinsurance expenses

     Business tax and surcharge                                           426,847.49                           623,963.17

     Sales expense                                                        678,202.81                          2,926,234.68

 Administrative expense                                               47,113,359.52                          73,133,254.43

           R & D costs

     Financial expenses                                              100,755,300.95                          92,188,683.69

     Including:Interest expense                                      96,918,308.65

     Interest income                                                       11,356.21



                                                                                                                          17
                                                     Sino Great Wall Co., Ltd. The First Quarterly Report 2019


                 Asset impairment loss                                     2,536,512.25                           7,032,450.06

        Credit impairment loss

        Add:Other income

Investment gain(“-”for loss)                                                                                 13,838,400.15

  Including: investment gains from affiliates

        Gains from currency exchange

     Net exposure hedging income

             Changing income of fair value

        Income on disposal of assets

III. Operational profit(“-”for loss)                                -128,964,725.66                          66,653,339.55

  Add :Non-operational income                                                                               188,488,727.79

  Less: Non-operating expense                                                                                      403,952.94

IV. Total profit(“-”for loss)                                         -128,964,725.66                      254,738,114.40

  Less:Income tax expenses                                                                                      35,955,549.44

V. Net profit                                                           -128,964,725.66                      218,782,564.96

  (I) Classification by business continuity

1.Net continuing operating profit

2.Termination of operating net profit

  (II) Classification by ownership

Net profit attributable to the owners of parent
                                                                        -128,964,725.66                      218,523,628.75
company

Minority shareholders’ equity                                                                                     258,936.21

VI. Net after-tax of other comprehensive income                                                                  -1,305,254.00


Net of profit of other comprehensive income attri                                                                -1,305,254.00
butable to owners of the parent company.

(I)Other comprehensive income items that will
not be reclassified into gains/losses in the
subsequent accounting period

1.Re-measurement of defined benefit plans of ch
anges in net debt or net assets

2.Other comprehensive income under the equity
method investee can not be reclassified into profi
t or loss.

               3. Changes in the fair value of
investments in other equity instruments



                                                                                                                            18
                                                       Sino Great Wall Co., Ltd. The First Quarterly Report 2019


4. Changes in the fair value of the company’s
credit risks

               5.Other

     (II)
Other comprehensive income that will be reclassi                                                                   -1,305,254.00
fied into profit or loss.


1.Other comprehensive income under the equity
method investee can be reclassified into profit or
loss.

2. Changes in the fair value of investments in
other debt obligations


3.Gains and losses from changes in fair value ava
ilable for sale financial assets

4. Other comprehensive income arising from the
reclassification of financial assets


5.Held-to-maturity investments reclassified to ga
ins and losses of available for sale financial asset
s

6. Allowance for credit impairments in
investments in other debt obligations

               7. Reserve for cash flow hedges

8.
Translation differences in currency financial stat                                                                 -1,305,254.00
ements

               9.Other

Net of profit of other comprehensive income attri
butable to Minority shareholders’ equity

VII. Total comprehensive income                                           -128,964,725.66                      217,477,310.96

Total comprehensive income attributable to the
                                                                          -128,964,725.66                      217,218,374.75
owner of the parent company

    Total comprehensive income attributable
                                                                                                                     258,936.21
minority shareholders

VIII. Earnings per share

(I)Basic earnings per share                                                       -0.08                                  0.13

    (II)Diluted earnings per share                                                  -0.08                                  0.13



                                                                                                                              19
                                                       Sino Great Wall Co., Ltd. The First Quarterly Report 2019


The current business combination under common control, the net profits of the combined party before achieved ne
t profit of RMB 0.00, last period the combined party realized RMB0.00.

Legal Representative: Chen Lue          Person in charge of accounting:Yang Chunling       Accounting Dept Leader:Yang Chunling


4. Income statement of the Parent Company

                                                                                                                              In RMB

                   Items                                   Report period                        Same period of the previous year

I. Revenue                                                                          0.00                                    55,009.01

  Including:Business cost                                                          0.00                                           0.00

Business tax and surcharge

     Sales expense                                                                                                        109,539.50

 Administrative expense                                                     5,400,355.25                               10,136,461.91

     R & D costs

     Financial expenses                                                    51,281,741.23                               20,935,688.04

        Including:Interest expenses                                       51,281,404.49

                      Interest income                                               1.26

                 Asset impairment loss

        Credit impairment loss

        Add:Other income

        Investment gain(“-”for loss)

Including: investment gains from
affiliates

     Net exposure hedging income

     Changing income of fair value

        Income on disposal of assets

II. Operational profit(“-”for loss)                                    -56,682,096.48                              -31,126,680.44

     Add :Non-operational income                                                                                     100,000,000.00

  Less:Non -operational expenses

III. Total profit(“-”for loss)                                           -56,682,096.48                              68,873,319.56

     Less:Income tax expenses                                                                                         17,218,329.89

IV. Net profit                                                             -56,682,096.48                              51,654,989.67

1.Net continuing operating profit

2.Termination of operating net profit

V. Net after-tax of other comprehensive



                                                                                                                                     20
                                             Sino Great Wall Co., Ltd. The First Quarterly Report 2019


income

(I)Other comprehensive income items
that will not be reclassified into
gains/losses in the subsequent
accounting period

1.Re-measurement of defined benefit pl
ans of changes in net debt or net assets

2.Other comprehensive income under th
e equity method investee can not be recl
assified into profit or loss.

3. Changes in the fair value of
investments in other equity instruments

4. Changes in the fair value of the
company’s credit risks

              5.Other

(II)
Other comprehensive income that will b
e reclassified into profit or loss.

1.Other comprehensive income under th
e equity method investee can be reclassi
fied into profit or loss.

2. Changes in the fair value of
investments in other debt obligations

3.
Gains and losses from changes in fair v
alue available for sale financial assets

     4. Other comprehensive income
arising from the reclassification of
financial assets

5.Held-to-maturity investments reclassif
ied to gains and losses of available for s
ale financial assets

     6. Allowance for credit impairments
in investments in other debt obligations

     7. Reserve for cash flow hedges

     8.
Translation differences in currency fina
ncial statements

              9.Other



                                                                                                         21
                                          Sino Great Wall Co., Ltd. The First Quarterly Report 2019


VI. Total comprehensive income                              -56,682,096.48                            51,654,989.67

VII. Earnings per share

(I)Basic earnings per share                                        -0.03                                      0.03

 (II)Diluted earnings per share                                      -0.03                                      0.03


5. Consolidated Cash flow statement

                                                                                                            In RMB

                  Items                     Report period                    Same period of the previous year

I. Cash flows from operating activities

Cash received from sales of goods or
                                                        307,945,763.30                            1,294,892,259.80
rending of services

  Net increase of customer deposits
and capital kept for brother company

Net increase of loans from central bank

Net increase of inter-bank loans from
other financial bodies

Cash received against original
insurance contract

Net cash received from reinsurance
business

Net increase of client deposit and
investment

Net increase of amount from disposal
financial assets that measured by fair
value and with variation reckoned into
current gains/losses

  Cash received from interest,
commission charge and commission

Net increase of inter-bank fund
received

Net increase of repurchasing business

  Net cash received by agent in
securities trading

   Tax returned

Other cash received from business
                                                            21,061,346.20                         1,333,621,283.99
operation

   Sub-total of cash inflow                             329,007,109.50                            2,628,513,543.79



                                                                                                                  22
                                           Sino Great Wall Co., Ltd. The First Quarterly Report 2019


Cash paid for purchasing of
                                                         247,625,881.66                            747,305,288.81
 merchandise and services

Net increase of client trade and
advance

Net increase of savings in central bank
and brother company

  Cash paid for original contract claim

  Net increase in financial assets held
for trading purposes

  Net increase for Outgoing call loan

 Cash paid for interest, processing fee
and commission

 Cash paid for policy dividend

Cash paid to staffs or paid for staffs                     26,697,088.81                               71,204,092.00

 Taxes paid                                                 3,126,878.25                               21,837,224.69

Other cash paid for business activities                    26,693,348.41                           978,490,479.07

Sub-total of cash outflow from
                                                         304,143,197.13                           1,818,837,084.57
  business activities

Net cash generated from /used in
                                                           24,863,912.37                           809,676,459.22
operating activities

II. Cash flow generated by investing

Cash received from investment
retrieving

Cash received as investment gains

Net cash retrieved from disposal of
fixed assets, intangible assets, and                                                                        1,960.00
other long-term assets

Net cash received from disposal of
                                                                                                        3,400,000.00
subsidiaries or other operational units

Other investment-related cash received

Sub-total of cash inflow due to
                                                                                                        3,401,960.00
investment activities

Cash paid for construction of fixed
     assets, intangible assets and other                                                                4,492,230.41
     long-term assets

Cash paid as investment                                                                                54,979,539.65

Net increase of loan against pledge



                                                                                                                  23
                                           Sino Great Wall Co., Ltd. The First Quarterly Report 2019


Net cash received from subsidiaries
                                                                                                        8,510,000.00
and other operational units

Other cash paid for investment
                                                                                                       17,225,232.24
activities

Sub-total of cash outflow due to
                                                                                                       85,207,002.30
investment activities

Net cash flow generated by investment                                                                  -81,805,042.30

III.Cash flow generated by financing

Cash received as investment                                                                               490,000.00

Including: Cash received as investment
                                                                                                          490,000.00
from minor shareholders

Cash received as loans                                   100,400,000.00                            560,436,000.00

Cash received from bond placing

Other financing –related cash received

Sub-total of cash inflow from financing
                                                         100,400,000.00                            560,926,000.00
activities

Cash to repay debts                                      163,726,400.00                           1,088,885,108.28

Cash paid as dividend, profit, or
                                                             910,001.65                                97,007,027.90
interests

Including: Dividend and profit paid by
subsidiaries to minor shareholders

Other cash paid for financing activities

Sub-total of cash outflow due to
                                                         164,636,401.65                           1,185,892,136.18
financing activities

Net cash flow generated by financing                      -64,236,401.65                           -624,966,136.18

IV. Influence of exchange rate
alternation on cash and cash                                 -135,682.35                                  314,848.72
equivalents

V.Net increase of cash and cash
                                                          -39,508,171.63                           103,220,129.46
equivalents

Add: balance of cash and cash
                                                         125,767,796.88                            647,222,590.48
equivalents at the beginning of term

VI ..Balance of cash and cash
                                                           86,259,625.25                           750,442,719.94
equivalents at the end of term


6. Cash Flow Statement of the Parent Company

                                                                                                              In RMB



                                                                                                                   24
                                           Sino Great Wall Co., Ltd. The First Quarterly Report 2019


                  Items                    Amount in this period                   Amount in last period

I.Cash flows from operating activities

Cash received from sales of goods or
rending of services

 Tax returned

Other cash received from business
                                                              3,013,002.16                        2,464,952,362.37
operation

Sub-total of cash inflow                                      3,013,002.16                        2,464,952,362.37

Cash paid for purchasing of
merchandise and services

Cash paid to staffs or paid for staffs                                                                     195,459.47

Taxes paid                                                                                                 221,143.85

Other cash paid for business activities                       3,010,953.00                        2,020,761,746.79

Sub-total of cash outflow from
                                                              3,010,953.00                         2,021,178,350.11
  business activities

Net cash generated from /used in
                                                                   2,049.16                         443,774,012.26
operating activities

II. Cash flow generated by investing

Cash received from investment
retrieving

Cash received as investment gains

Net cash retrieved from disposal of
fixed assets, intangible assets, and
other long-term assets

Net cash received from disposal of
subsidiaries or other operational units

Other investment-related cash received

 Sub-total of cash inflow due to
investment activities

Cash paid for construction of fixed
     assets, intangible assets and other
     long-term assets

     Cash paid as investment

Net cash received from subsidiaries
and other operational units

Other cash paid for investment
activities



                                                                                                                   25
                                           Sino Great Wall Co., Ltd. The First Quarterly Report 2019


Sub-total of cash outflow due to
investment activities

Net cash flow generated by investment

III. Cash flow generated by financing

  Cash received as investment

     Cash received as loans                                                                        210,000,000.00

 Cash received from bond placing

Other financing –related ash received

 Sub-total of cash inflow from
                                                                                                   210,000,000.00
financing activities

  Cash to repay debts                                                                              620,000,000.00

Cash paid as dividend, profit, or
                                                              10,001.65                                68,464,021.17
interests

Other cash paid for financing activities

 Sub-total of cash outflow due to
                                                              10,001.65                            688,464,021.17
financing activities

Net cash flow generated by financing                          -10,001.65                           -478,464,021.17

IV. Influence of exchange rate
alternation on cash and cash
equivalents

V.Net increase of cash and cash
                                                               -7,952.49                               -34,690,008.91
equivalents

Add: balance of cash and cash
                                                           23,708,889.90                               99,547,899.86
equivalents at the beginning of term

VI ..Balance of cash and cash
                                                           23,700,937.41                               64,857,890.95
equivalents at the end of term


II Adjustments to the Financial Statements

1. Adjustments to the Financial Statements at the Beginning of the First Execution Year of
any New Standards Governing Financial Instruments, Revenue or Leases

□ Applicable √ Not applicable

2. Retrospective Restatement of Previous Comparative Data due to the First Execution of any New
Standards Governing Financial Instruments or Leases

□ Applicable √ Not applicable




                                                                                                                   26
                                             Sino Great Wall Co., Ltd. The First Quarterly Report 2019


III. Auditor’ report

Is the First Quarterly Report be audited?
□ Yes   √No

The First Quarterly report is not audited.




                                                                                                         27