Sino Great Wall Co., Ltd. The First Quarterly Report 2016 Sino Great Wall Co., Ltd. The First Quarterly Report 2016 April 2016 1 Sino Great Wall Co., Ltd. The First Quarterly Report 2016 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. All the directors attended the board meeting for reviewing the Quarterly Report. Mr.Chen Lue, Person in charge of the Company, Mr. Cui Hongli, Chief financial officer and the Mr. Cui Hongli, 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 . 2 Sino Great Wall Co., Ltd. The First Quarterly Report 2016 II. Main financial data and changes of shareholders I.Main financial data and financial index Whether it has retroactive adjustment or re-statement on previous accounting data for accounting policy changed and accounting error correction or not. □ Yes √ No Changes of this period This period Same period of last year over same period of last year(%) Operating income(RMB) 924,667,155.55 825,262,582.68 12.05% Net profit attributable to the shareholders 76,587,282.98 47,877,449.11 59.97% of the listed company(RMB) Net profit after deducting of non-recurring gain/loss attributable to 76,587,282.98 47,877,449.11 59.97% the shareholders of listed company (RMB) Cash flow generated by business -318,972,753.01 -116,108,845.35 -174.72% operation, net(RMB) Basic earning per share(RMB/Share) 0.1714 0.1071 60.04% Diluted gains per 0.1714 0.1071 60.04% share(RMB/Share)(RMB/Share) Weighted average return on equity 5.63% 3.73% 1.90% (%) Changes of this End of this period End of last period period-end over same period-end of last year(%) Gross assets(RMB) 4,487,124,027.81 4,017,462,824.63 11.69% Net assets attributable to the shareholders of the listed company 1,361,402,634.98 1,282,256,738.74 6.17% (RMB) Items and amount of non-current gains and losses □ Applicable √ Not applicable No such cases in the Reporting Period 3 Sino Great Wall Co., Ltd. The First Quarterly Report 2016 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 the voting Total number of common 26,580 power recovered at the end 0 shareholders at the period-end of the reporting period(if any) Shares held by the top 10 shareholders Amount of Pledging or freezing Share tradable Properties of Shareholder name proportio Quantity shares with Status of shareholder Quantity n% Conditional the shares held Domestic Natural Chen Lue 34.33% 153,406,462 153,186,762 Mortgage 113,621,209 person Domestic Non- Union Holdings Co., Ltd. State-owned legal 9.03% 40,341,032 0 person Foreign legal STYLE-SUCCESS LIMITED 5.47% 24,466,029 0 person Shanghai Financial Domestic Non- Development Investment State-owned legal 4.49% 20,079,080 20,079,080 Fund(LP) person Domestic Natural He Feiyan 3.23% 14,421,173 14,421,173 person Jiutai Fund-Bank of Communications-Jiutai Huitong No.2 specific Other 2.50% 11,178,861 11,178,861 customer asset management plan Domestic Non- Wuxi Hengtai Jiuding Assets State-owned legal 2.26% 10,087,004 10,087,004 Management Centre(LP) person Foshan Haihui Heying Domestic Non- Venture Imvestment State-owned legal 2.25% 10,039,540 10,039,540 Partnership(Limited person 4 Sino Great Wall Co., Ltd. The First Quarterly Report 2016 Partnership) Domestic Non- Jiangxi Taihao Venture State-owned legal 1.87% 8,366,284 8,366,284 Investment Centre(LP) person Yantai ZhaoxuanYuantai Domestic Non- Jiuding Venture Investment State-owned legal 1.87% 8,353,354 8,353,354 Centre(LP) person Shares held by the Top 10 Shareholders of Non-restricted shares Number of the non-restricted shares Share type Shareholders’ Names held Share type Quantity RMB Common Union Holdings Co., Ltd. 40,341,032 40,341,032 shares Foreign shares STYLE-SUCCESS LIMITED 24,466,029 placed in domestic 24,466,029 exchange Foreign shares Rich Crown Investment Co., Ltd. 6,114,556 placed in domestic 6,114,556 exchange RMB Common Union Development Group Co., Ltd. 4,011,389 4,011,389 shares Liuzhou Jiali Real estate Development RMB Common 3,600,000 3,600,000 Co., ltd. shares Shanghai PanHou Investment RMB Common Management Co., Ltd.-Panhou 1,800,000 1,800,000 shares momentum-Haofu No.1 Fund Foreign shares Zeng Ying 1,720,000 placed in domestic 1,720,000 exchange ICBC-Morgan smart Internet stock RMB Common 1,379,903 1,379,903 securities investment fund shares Foreign shares KGI ASIA LIMITED 1,370,060 placed in domestic 1,370,060 exchange Foreign shares China Galaxy International Securities 963,113 placed in domestic 963,113 (HK) Co., Ltd. exchange Chen Lue and He Yanfei are consortium officers; Wuxi Hengtai Jiuding Assets Explanation on associated relationship or Management Centre (LP)and Yantai Zhaoxuan Yuantai Jiuding Venture concerted action of the above shareholders Investment Centre(LP)are consortium officers;Union Development Group Ltd. is the controlling shareholder of the above-mentioned shareholder Shenzhen Union 5 Sino Great Wall Co., Ltd. The First Quarterly Report 2016 Holdings Ltd. and third shareholder Rich Crown Investment Co., Ltd. The other tradable shareholders neither knew whether there exists associated relationship between them. Note to the top 10 common stockholders Among the shareholders above, Liuzhou Jiali Real estate Development Co., ltd. involved in margin financing & securities holds 3,600,000 shares of the Company through stock account with credit lending (If any) transaction and guarantee of Guohai Securities Co., Ltd. Agreed re-purchasing by the Company’s top 10 shareholders of common shares and top 10 shareholders of unconditional common shares in the report period □ Yes √ No No agreed re-purchasing is performed by the Company’s shareholders in the report period. 2.Total number of preferred shareholders and shareholding of top 10 preferred shareholders by the end of the report period □ Applicable√ Not applicable 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 Items End of term Beginning of term Scale of change Remarks on the change Caused by the increase of Short-term loans 673,408,496.07 225,408,496.07 198.75% short-term bank loan in this period Caused by returning the Other account 401,331,304.86 635,200,976.60 -36.82% inter-banking lending fund to the Payable affiliated party Caused by the increase of Long -term loans 145,669,124.50 30,140,649.14 383.3% long-term bank loan in this period Caused by the increase of overseas branches, overseas Administrative 42,252,271.83 29,832,508.95 41.63% groups, photovoltatic, medical expense and other department in this period Caused by the increase of Financial expenses 14,979,885.12 6,352,212.68 135.82% short-term loan, long-term loan and overseas L/C. Asset impairment 29,750,485.54 13,205,214.65 125.29% Caused by the increased of bad 6 Sino Great Wall Co., Ltd. The First Quarterly Report 2016 loss debts reserve in the company The overseas income increased, and Net profit the gross profit of overseas business is attributable to the higher than that at home; its 76,587,282.98 47,877,449.11 59.97% shareholders of the wholly-owned subsidiary was Parent company honored as new hi-tech company in 2015, and the income tax rate reduced. Net Cash flow Mainly caused by the short credit generated by -318,972,753.01 -116,108,845.35 -174.72% account period of suppliers of business operation overseas projects Net cash flow Caused by the increase of generated by 0 -6,710,715.18 -100.00% investment at the end of this report investment period Net cash flow Caused by increase of short-term and generated by 406,096,087.93 82,619,950.02 391.52% long-term loans. financing II. The progress of significant events and influence, as well as the analysis and explanation on resolving proposal. □ 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 Period Time of Fulfi Commitment of Commitment Type Contents making llme maker comm commitment nt itment Commitment on share No No No No No reform Commitment in the acquisition No No No No No report or the report on equity changes 7 Sino Great Wall Co., Ltd. The First Quarterly Report 2016 Shares acquired by purchases of assets through issuing shares: “I will not transfer the new shares of Victor Onward Holdings acquired through this restructuring, including but not limited to the public transfer through the stock market or by agreement, and I will not entrust anybody else to manage my shares of Victor Onward Holdings, within 36 months from the date new shares list and before the date I’ve carried out my obligations of performance compensation under this restructuring(subject to whatever is early, hereinafter referred to as “lock-up periods”). If the closing price of shares of Victor Onward Holdings were lower than this issue price for 20 continuous trading days in 6 months after the restructuring transaction has been completed, or the final closing price were lower than this issue price 6 months Strict Commitments 36 Chen Lue, He Share after the transaction has been completed, the March perfo in assets month Feiyan lock lock-up periods of my shares of Victor 19,2015 rmin reorganization s g Onward Holdings are automatically prolonged for 6 months. (The above-mentioned issue price will be calculated according to the price after the adjustment of ex-dividend, etc. if ex-dividend behaviors of the company, including distribution of dividends, giving bonus, conversion of share capital, rationing shares, and etc., were happened during the above-mentioned periods. If the restructuring transaction were investigated by judicial authorities or China Securities Regulatory Commission due to false record, misleading statement or major omission of the information provided or disclosed, I will not transfer my shares of the company before the conclusion of the case has been made clear. After the above-mentioned lock-up periods, I will sell or transfer the new shares of the 8 Sino Great Wall Co., Ltd. The First Quarterly Report 2016 company acquired from this restructuring following relevant regulations of China Securities Regulatory commission and Shenzhen Stock Exchange. Shares acquired by matching funds raised: “I will not transfer the new shares of Victor Onward Holdings acquired through this issuing by any way, including but not limited Strict 36 Share to the public transfer through the stock market March perf Chen Lue month lock or by agreement, within 36 months from the 19,2015 orm s ing date new shares list. If regulation rules or regulators have longer requirements for lock-up periods, it should be executed accordingly. Up to the issue day of the letter, I and other corporations controlled by me haven’t possessed funds of Sino Great Wall; After the transaction is completed, I and other companies controlled by me (if any), except for listed companies and their holding subsidiaries, will not possess the funds of listed companies or Sino Great Wall by any way, including cash in advance, other expenses, direct or indirect loans, assumption, There etc. and try our best to avoid fund intercourse Strict is no with listed companies or Sino Great Wall, September1 Long- perfo Chen Lue funds which has nothing to do with normal 9,2015 term rmin occup operations. If Sino Great Wall got penalized g ied by government administration departments due to the money lending which was happened before the transaction, I will bear the total compensation for the company’s loss resulting from it by cash in order to guarantee Sino Great Wall won’t suffer any loss. Meanwhile, I will actively urge Sino Great Wall to establish complete inner control system and funds management system within lawful authority. Cash In view of the fact that the houses rented by Strict comp Sino Great Wall and it’s son subsidiaries, March Long- perfo Chen Lue ensati subsidiaries, haven’t rental registration, I 19,2015 term rmin on g promise, if Sino Great Wall and its son 9 Sino Great Wall Co., Ltd. The First Quarterly Report 2016 subsidiaries, subsidiaries, were penalized by real estate management department or suffered other losses resulting from it, I agree to compensate the loss of the company by cash. During the reporting period, the project which Sino Great Wall is involved in is the decoration engineering construction project of Libo Grand Hotel (hereinafter referred to as “Libo project”) which the company contracted before the bidding process. Sino Great Wall is not involved in any other projects except for Libo project before bidding process. As to the violating issues existed in the Libo project, I Cash Strict promise as follows: if Sino Great Wall got comp March Long- perfo Chen Lue penalized by government administration ensati 19,2015 term rmin departments or suffered any economic loss on g resulted from it, I will compensate the company by cash; Meanwhile, I, within lawful authority, will also promise to urge the company to undertake related construction projects legally so as to avoid violating issues happened before implementation of bidding process, i.e., at the time for construction again. 1. Up to October 13th,2014, the related expenses of the litigation and arbitration cases, including the actual price, compensation, penalty, ligation costs, etc. which the parent-subsidiary companies of Cash Sino Great Wall needs to pay caused by the Strict comp final results of ligation and arbitration cases, March Long- perfo Chen Lue ensati exceed the amount of liabilities which 19,2015 term rmin on g recognized in the “Audit Report” made for Sino Great Wall by Ruihua CPA (Special Ordinary Partnership) on the basis of the audit base day of July 31st, 2014, I promise to bear the balance by cash unconditionally so as to guarantee the parent-subsidiaries of Sino 10 Sino Great Wall Co., Ltd. The First Quarterly Report 2016 Great Wall won’t suffer any loss. 2. This commitment letter is irrevocable. 1. On condition that ownership defect exists in the lease of house property of parent-subsidiary companies of Sino Great Wall and its subsidiary corporation, which resulted in inability for parent-subsidiary companies of Sino Great Wall and its subsidiary corporation to continue leasing this house property but having to relocate, or parent-subsidiary companies of Sino Great Wall and its subsidiary corporation can’t timely find suitable workplace for lawful operation in related area, I will undertake to Cash compensate by cash for parent-subsidiary Strict comp companies of Sino Great Wall’s losses which March Long- perfo Chen Lue ensati are caused by operation and finance due to the 19,2015 term rmin on above-mentioned matters. g 2. I undertake to unconditionally bear the relevant fines by cash for parent-subsidiary companies of Sino Great Wall on condition that the rental house property of parent-subsidiary companies of Sino Great Wall and its subsidiary corporation is in absence of handling procedures for filing house leasing ,which resulted in that parent-subsidiary companies of Sino Great Wall and its subsidiary corporation are fined by property administrative department. 3.The commitment letter is irrevocable. “In condition that parent-subsidiary companies of Sino Great Wall or its son subsidiary haven’t paid social security or housing fund for staff according to law, which resulted in any losses to Sino Great Wall , Cash Strict including the competent authorities’ comp March Long- perfo Chen Lue requirement for Sino Great Wall or its ensati 19,2015 term rmin subsidiary to make supplementary payment, on g to be punished and resourced, I will bear by full-amount cash for the fee of supplemental payment and the expense and fee for being punished or resourced, which is to guarantee Sino Great Wall and its subsidiary to avoid 11 Sino Great Wall Co., Ltd. The First Quarterly Report 2016 suffering from any loss ” “At present, Suzhou Lvbang has possessed one state-own land use right, of which the land certificate is Suzhou Guo Yong(2014) No.Y2014086”, locates in Danan Village, Dadian Town, Yongqiao District, Suzhou City with 32,966 square meters of area and the purpose for industry. Suzhou Lvbang possesses its own factory with 9,843.87 square meters of area above-mentioned, which is the building reserved on the former selling land. Suzhou Lvbang is carrying out refurnishing and reconstruction for this factory and has acquired “License of Construction Land Planning ”with No.2014-08-001 approved and issued by Cash Yongqiao District, Suzhou City’s housing and Strict comp rural construction bureau, of which other March Long- perfo Chen Lue ensati examination and approval procedures of 19,2015 term rmin on construction are in the process of handling g “I undertake to actively supervise and urge Suzhou Lvbang on handling procedures of the approval process involved with factor refurnishing and reconstruction, and which is suffered from administrative punishment by relevant competent authorities in reason of claiming certificate of title, or in which any dispute or controversy exist in construction and ownership, which shall be my responsibility to carry out solution, and I undertake to compensate by cash for Suzhou Lvbang’s losses which are due to this matter, guaranteeing no losses occur to Sino Great Wall and Suzhou Lvbang for this matter. ” “According to the “Agreement of Significant Asset Replacement and Issue of Share to Buy Cash Asset”(hereinafter referred to as Strict comp “Agreement”) signed among Victor Onward March Long- perfo Chen Lue ensati Holdings, all shareholders of Sino Great Wall 19,2015 term rmin on and Union Development Group Co., Ltd g (hereinafter referred to as“ Union Group”) on October 13, 2014, all the creditor’s rights and 12 Sino Great Wall Co., Ltd. The First Quarterly Report 2016 liabilities related to place-out asset before the delivery date of Victor Onward Holdings shall be Union Group’s responsibility to carry out solution; After the asset delivery date, if any losses occur to Victor Onward Holdings in reason of the liability transfer of asset delivery, personnel placement, unsettled dispute or controversy and other compensation related to place-out asset, payment obligation and punishment, Union Group or the specified third party shall sufficiently compensate all losses for Victor Onward Holdings for the above matters. I undertake, if Union Group and the specified third party refuse to compensate the losses caused by the above mentioned matters for Victor Onward Holdings according to the“ Agreement”, I will compensate by cash for the Victor Onward Company within 5 working day in advance. Meanwhile, I will reserve the resource rights for Union Group and the specified third party. According to“ Agreement of Shenzhen Victor Onward Textile Industrial Co., Ltd., Chen Lue and He Feiyan Concerning on Performance Compensation” and its supplemental agreement , Chen Lue’s promised Sino Great Wall that the net profit deducted by incidental losses and attributable Perfor Strict Chen Lue, He to the parent companies’ owners after audition mance May 11, Long- perfo Feiyan of 2015, 2016 and 2017 shall be respectively comm 2015 term rmin more than RMB 345.8 million, RMB 438.5 itment g million and RMB 538.2 million. If the net profit of Sino Great Wall is less than the promised net profit mentioned above , Chen Lue and He Feiyan will compensate for listed company in accordance with “Performance Compensation Agreement” and its supplemental agreement. Chen Lue; He Indep 1. This reorganization is planned to place in Strict Feiyan, Wuxi enden asset. At present, complete separation has September3 Long- perfo Hengtai Jiuding ce, existed between me or other enterprises under 0,2015 term rmin Assets comp my possession (if any) and the listed company g 13 Sino Great Wall Co., Ltd. The First Quarterly Report 2016 Management etition in staff, asset, finance, institution and business Centre in the of Sino Great Wall. Independence exists in (LP);Yantai same both staff, asset, finance, institution and Zhaoxuan Yuantai indust business and no confusion exists. Jiuding Venture ry 2. I undertake, after this reorganization, to Investment ensure the continued complete separation Centre between me or other enterprises under my (LP);Suzhou possession(if any) and the listed company in Taiyao staff, asset, finance, institution and business, Zhongshan sustaining the independence in the listed Jiuding company’s staff, asset, finance, institution and Investment business, as follows: Centre (1).The Ensurance of Independence for Listed (LP);Jiaxing Company’s Personnel Jiahe Jiuding Ensure that the general manager, the Investment vice-general manger, the chief financial Centre(LP) officer, the board secretary and the senior executives of the Company only accept salary in listed company, including no holding of any post except director and supervisor in my enterprise or other enterprises under my possession. 2.Ensure the complete independence exists among the listed company’s labor, personnel, and salary management and me. 3. The director, supervisor, general manager and other senior executives recommended by me have all been through the legal procedures, and I will not intervene the company’s board and the shareholder’s decision for appointing and dismissing personnel by exercising official power. (2)The Ensurance of the Asset Independence of Listed Company 1.Ensure that the listed company possesses business system related to operation and the relevant completely-independent asset. 2.Ensure that no occupation of mine exists in capitals and assets of the listed company. 3.The Ensurance of the Financial Independence of Listed Company 1.Ensure that the independent finance department and the independent financial 14 Sino Great Wall Co., Ltd. The First Quarterly Report 2016 calculating system set up by the listed company, which possess normative and independent financial and accounting rules. 2. Ensure that the listed company independently opens a bank account, not sharing the same bank account with me. 3.Ensure that the financial staff of the listed company holds no part-time post in my enterprise and other enterprises under my possession. 4. Ensure that the listed company pays taxes according to law. 5. Ensure that the listed company makes the financial decision-making independently, I will not intervene the utilization of the listed company’s capital. (4)The Ensurance of the Institutional Independence of Listed Company 1.Ensure that the listed company sets up perfect governance structure for the share company’s legal person, which possesses independent and complete institutional framework 2.Ensure that the shareholder’s meeting, the board of director, the independent director, the supervisor and the general managers exercise official powers according to laws, regulations and articles of incorporation (5)The Ensurance of the Business Independence of Listed Company 1. Ensure that the listed company possesses the asset, staff, qualification and ability for independently holding business activities, which possesses the independent, autonomous and sustain operation ability catering to the market. 2. Ensure that I will not intervene the listed company’s business activities except exercising shareholder’s rights. 3.Ensure that I or other enterprises under my possession will avoid working on the listed company’s main business which possesses substantial competition. 15 Sino Great Wall Co., Ltd. The First Quarterly Report 2016 4. Ensure to reduce the related transaction between me and the listed company or between other enterprises under my possession and the listed company as much as possible; When confirming necessary but unavoidable related transaction, I will ensure the fair operation according to the principle of market culture and the fair price, and fulfill the transaction procedures and the obligation of disclosing information according to relevant laws and regulations and normative document. Wuxi Hengtai Jiuding Assets Management “Once I or our unit acquire the newly-added Centre(LP); share of Victor Onward Company through Yantai Zhaoxuan this transaction, no transfers will occur in any Yuantai Jiuding way within 12 months from the listing date, Venture including but not limited to public transfer by Investment securities market or transfer by agreement, Strict Centre 12 Share and no entrusting for others to manage my March perfo (LP);Suzhou month lock holding share of Victor Onward Holdings . 19,2015 rmin Tianyao s Once the above-mentioned lockup period g Zhongshan expires, I will implement the selling or Jiuding transferring of the newly-added share of Investment Victor Onward Holdings according to the Centre(LP); relevant provision of CSRC and SZSE. Jiaxing Jiahe Jiuding Investment Centre(LP) Wuxi Hengtai “1.Before this reorganization, the fairness and Jiuding Assets reasonableness of pricing and the legitimacy Management and effectiveness of decision-making Centre(LP); procedure exist in the transaction(if any) Yantai Zhaoxuan Relate between me or the enterprise under my Strict Yuantai Jiuding d possession(if any) and Sino Great Wall which March Long- perfo Venture transa is planned to place asset in, no related 19,2015 term rmin Investment ctions transaction with obvious unfairness exists ; g Centre 2.After this reorganization, I or the (LP);Suzhou enterprise under my possession will avoid and Tianyao reduce the related transaction with listed Zhongshan company as much as possible. As for any Jiuding 16 Sino Great Wall Co., Ltd. The First Quarterly Report 2016 Investment unavoidable or reasonable related transaction, Centre(LP); I or the enterprise under my possession will Jiaxing Jiahe sign the agreement according to laws and Jiuding fulfill the lawful procedure, and fulfill Investment relevant approval procedure for internal Centre(LP) decision-making and timely fulfill the obligation of disclosing information according to law, following relevant laws, regulations, other normative documents and articles of listed company, which is to guarantee the fairness and reasonableness in related transaction pricing, to guarantee the fairness of transaction condition and to guarantee not to utilize the related transaction to illegally transfer the capital and profit of listed company, and not to utilize this transaction to engage in any behaviors which will cause any losses to listed company or other shareholder’s legitimate rights. Once I violate the above promises and cause losses to the listed company, I will compensate the listed company for the losses caused by the this matter. During the assets reorganization, the house property and land without property certificate in the disposed assets within the plant area of Kuixin Community of Kuichong Street of Longgang District and the expected compensations, as well as the expected compensations concerning to the regaining of plots planned as schools within the right of land use of Nanyou Industrial Park of Incom Strict Union Nanshan District have not been recorded in e March Long- perfo Development the assessment. Therefore, Union Group dispos 19,2015 term rmin Group Co., Ltd. promises that after the reorganization, if al g Union or a third party appointed by Union receives compensations or incomes related to above-mentioned disposed assets which are house property and land without property certificate as well as regaining of plots planned as schools, Union will return the benefits to Victor Onward Holdings, in 10 working days since the collection. The actual costs and fees during the possession of the 17 Sino Great Wall Co., Ltd. The First Quarterly Report 2016 house property and land and the paid as well as the unpaid but necessary costs and fees for the reception of the above-mentioned benefits for Union Group or its third party will be deducted from the income. The specific benefits and payable costs and fees should be confirmed jointly by Union Group and Victor Onward Holdings based on the actual situations. (Notes:On June 25, 2015,All shareholders of Victor Onward Holdings, Union Group and Sino Great Wall Signed supplementary agreement, and specified that the land and houses without ownership certificate of Victor Onward Holdings located at the factory area of Kuixin community of Kuichong Street office of Longgang District (the land area is about 50,000 square meters, the built-up area of houses is about 25,000 square meters, among them about 18,000 square meters of buildings at built-up area are within the plan of removal and collection of government,hereinafter referred as “undocumented property) still belongs to Victor Onward Holdings. And the benefits and risks of the real estate without certificate are enjoyed and assumed by Victor Onward Holdings. According to the Term 5.5.3 of Agreement on Major Asset Replacement and Asset Purchase Through Issuing Shares (hereinafter referred to as Agreement) signed on October 13, 2014 by the company and all shareholders of Victor Cash Strict Union Onward Co. Ltd.. and Sino Great Wall, Victor comp March Long- perfo Development Onward Holdings should obtain the letter of ensati 19,2015 term rmin Group Co., Ltd. on approval concerning the transferred debts of g the disposed assets from the creditor (including the guarantee, similarly hereinafter) before the date of assets delivery. In the situation of debts on Victor Onward Holdings due to the absence of creditor’s 18 Sino Great Wall Co., Ltd. The First Quarterly Report 2016 consent, the company or the third party appointed by the company is in charge of paying off debts or reaching agreement on the solution with the creditor. When there are losses caused by improper solutions of the company or the third party appointed by the company, the company or the third party appointed by the company will fully compensate for the caused losses of Victor Onward Holdings in 5 working days after receiving the notice. According to the Term 5.5.4 of Agreement, after the date of assets delivery, any compensations, obligations of payment and penalties caused by disposed assets as well as unsettled disputes in Victor Onward Holdings will be undertaken and solved by the company or the third party appointed by the company, and Victor Onward Holdings assumes no responsibility. When there are losses caused by it, the company or the third party appointed by the company will fully compensate for the caused losses of Victor Onward Holdings in 5 working days after receiving the notice. According to the Term 5.6.1 of Agreement and based on the principle of “staff arrangement according to the assets”, the labor relations, social insurance relations including pension, medical treatment, unemployment, working injury and maternity, and other liable welfare and salary of all the staff in Victor Onward Holdings. (including but not limited to on-post employees, employees awaiting job assignments, retired employees, retained employees with suspend salary, transferred employees, and temporary 19 Sino Great Wall Co., Ltd. The First Quarterly Report 2016 employees, etc) will be transferred to the company or the third party appointed by the company. Compensations or related matters (if any) due to the termination of labor relationship in advance with Victor Onward Holdings, the company or the third party appointed by the company will be in charge of the payment. The company promises that for the losses caused by matters such as the above-mentioned debt transfers of disposed assets, personnel arrangement, unsettled disputes, potential debts, payment obligations and penalties, the company or the third party appointed by the company will fully compensate for the losses of Victor Onward Holdings due to the above-mentioned matters based on the Agreement in cash. Commitments make in initial No No No No public offering or re-financing Equity incentive No No No No commitment Other commitments for medium No No No No and small shareholders Completed on Yes time(Y/N) If the commitments is not fulfilled on time, shall No explain the specify reason and the next work plan 20 Sino Great Wall Co., Ltd. The First Quarterly Report 2016 IV.Prediction of Business performance for January- June 2016 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 Forenotice of earnings: Turning loss to profit Type of date filled for the prediction: Interval figures Same period of the previous year Year beginning to end of next report period Before recombination After recombination Estimated amount of accumulative net 19,000 -- 22,000 -60.86 16,534.23 profit(RMB’0000) Basic earnings per shares 0.42 -- 0.49 -0.004 0.37 (Yuan/share) In 2015, the company completed major assets restructuring. Wherein, on July 29, 2015, the ownership of 100% of Sino Great Wall International Engineering Co., Ltd., namely, the underlying assets of the major assets restructuring this time, was transferred to the company. On October 26, Notes to forenotice of 2016, the fun raised fro the major assets restructuring was fully transferred into the company’s earnings account. In the later half year of 2015, the company completed the major assets restructuring. Since so, the quality of assets and operating condition in the company had fundamentally improved if compared with the past, while its profitability was greatly enhanced and the businesses in the company maintained stable and on the rise. V Securities investments □ Applicable √ Not applicable No such cases in the Reporting Period VI. Investment in derivatives □ Applicable √Not applicable No such cases in the Reporting Period VII. The registration form of acceptance of investigation, communication and interview in the report period for future reference √ Applicable □ Not applicable Reception time Way of reception Types of visitors Basic index January 20,2016 Onsite investigation Organization The interactive relation with the 21 Sino Great Wall Co., Ltd. The First Quarterly Report 2016 investors on Shenzhen Stock Exchange platform about Sino Great Wall International Engineering Co., Ltd: Record of the investors relations activities on January 20, 2016 The interactive relation with the investors on Shenzhen Stock Exchange platform about Sino Great February 1,2016 Onsite investigation Organization Wall International Engineering Co., Ltd: Record of the investors relations activities on February 1, 2016 The interactive relation with the investors on Shenzhen Stock Exchange platform about Sino Great March 3,2016 Onsite investigation Organization Wall International Engineering Co., Ltd: Record of the investors relations activities on March 3, 2016 The interactive relation with the investors on Shenzhen Stock Exchange platform about Sino Great March 11,2016 Onsite investigation Organization Wall International Engineering Co., Ltd: Record of the investors relations activities on March 11, 2016 VIII. External guarantee get out of line □ 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 22 Sino Great Wall Co., Ltd. The First Quarterly Report 2016 IV. Financial Statement I. Financial statement 1. Consolidated balance sheet Prepared by:Sino Great Wall Co., Ltd. March 31,2016 In RMB Items At the end of term Beginning of term Current asset: Monetary fund 821,348,742.05 695,384,561.31 Settlement provision Outgoing call loan Financial assets measured at fair value with variations accounted into 1,113,492.32 1,102,961.04 current income account Derivative financial assets Bill receivable 221,856,161.20 220,448,747.94 Account receivable 2,759,708,357.93 2,352,808,087.33 Prepayments 73,129,375.81 77,707,568.38 Insurance receivable Reinsurance receivable Provisions of Reinsurance contracts receivable Interest receivable Dividend receivable Other account receivable 257,897,479.34 239,952,886.10 Repurchasing of financial assets Inventories 79,374,208.07 168,133,668.91 Assets held for sales Non-current asset due in 1 year 14,498,260.05 15,717,270.60 Other current asset 12,891,321.58 14,138,411.87 23 Sino Great Wall Co., Ltd. The First Quarterly Report 2016 Total of current assets 4,241,817,398.35 3,785,394,163.48 Non-current assets: Loans and payment on other’s behalf disbursed Disposable financial asset Expired investment in possess Long-term receivable Long term share equity investment Property investment Fixed assets 42,651,966.95 43,846,215.63 Construction in progress 10,352,667.40 10,016,928.24 Engineering material Fixed asset disposal Production physical assets Gas & petrol Intangible assets 9,151,528.43 9,267,746.33 R & D petrol Goodwill 6,724,316.91 6,724,316.91 Long-germ expenses to be amortized 15,932,503.99 18,909,785.69 Deferred income tax asset 52,413,080.50 47,950,278.07 Other non-current asset 108,080,565.28 95,353,390.28 Total of non-current assets 245,306,629.46 232,068,661.15 Total of assets 4,487,124,027.81 4,017,462,824.63 Current liabilities Short-term loans 673,408,496.07 225,408,496.07 Loan from Central Bank Deposit received and hold for others Call loan received Financial liabilities measured at fair value with variations accounted into current income account Derivative financial liabilities Bill payable 135,767,417.39 143,410,167.17 Account payable 1,362,855,428.34 1,332,619,954.77 Advance payment 40,121,518.95 64,963,842.60 24 Sino Great Wall Co., Ltd. The First Quarterly Report 2016 Selling of repurchased financial assets Fees and commissions receivable Employees’ wage payable 23,434,735.00 12,669,619.20 Tax payable 272,420,557.54 284,826,290.11 Interest payable 1,399,279.72 527,969.26 Dividend payable Other account payable 401,331,304.86 635,200,976.60 Reinsurance fee payable Insurance contract provision Entrusted trading of securities Entrusted selling of securities Liabilities held for sales Non-current liability due in 1 year 12,794,047.68 7,135,752.00 Other current liability 58,823,529.00 Total of current liability 2,982,356,314.55 2,706,763,067.78 Non-current liabilities: Long-term loan 145,669,124.50 30,140,649.14 Bond payable Including:preferred stock Sustainable debt Long-term payable Long-term payable employees’s remuneration Special payable Expected liabilities Deferred income Deferred income tax liability 17,023.85 15,444.16 Other non-current liabilities Total non-current liabilities 145,686,148.35 30,156,093.30 Total of liability 3,128,042,462.90 2,736,919,161.08 Owners’ equity Share capital 446,906,582.00 446,906,582.00 Other equity instrument Including:preferred stock 25 Sino Great Wall Co., Ltd. The First Quarterly Report 2016 Sustainable debt Capital reserves -50,367,862.22 -50,367,862.22 Less:Shares in stock Other comprehensive income Special reserves 48,573,554.79 46,014,941.54 Surplus reserves 92,986,069.52 84,394,441.23 Common risk provision Undistributed profit 823,304,290.89 755,308,636.19 Total of owner’s equity belong to the 1,361,402,634.98 1,282,256,738.74 parent company Minority shareholders’ equity -2,321,070.07 -1,713,075.19 Total of owners’ equity 1,359,081,564.91 1,280,543,663.55 Total of liabilities and owners’ equity 4,487,124,027.81 4,017,462,824.63 Legal Representative:Chen Lue Person in charge of accounting:Cui Hongli Accounting Dept Leader:Cui Hongli 2.Parent Company Balance Sheet In RMB Items At the end of term Beginning of term Current asset: Monetary fund 349,184,323.76 239,145,251.31 Financial assets measured at fair value with variations accounted into current income account Derivative financial assets Bill receivable Account receivable 7,040.00 29,083.30 Prepayments 30,000,000.00 Interest receivable Dividend receivable Other account receivable 351,215,958.44 Inventories Assets held for sales Non-current asset due in 1 year 26 Sino Great Wall Co., Ltd. The First Quarterly Report 2016 Other current asset Total of current assets 730,407,322.20 239,174,334.61 Non-current assets: Disposable financial asset Expired investment in possess Long-term receivable Long term share equity investment 3,079,451,536.66 3,079,451,536.66 Property investment Fixed assets 5,451.25 Construction in progress Engineering material Fixed asset disposal Production physical assets Gas & petrol Intangible assets R & D petrol Goodwill Long-germ expenses to be amortized Deferred income tax asset 382.68 382.68 Other non-current asset Total of non-current assets 3,079,457,370.59 3,079,451,919.34 Total of assets 3,809,864,692.79 3,318,626,253.95 Current liabilities Short-term loans 500,000,000.00 Financial liabilities measured at fair value with variations accounted into current income account Derivative financial liabilities Bill payable Account payable Advance payment Employees’ wage payable 428,275.54 Tax payable 97,953,522.86 98,150,372.30 Interest payable 1,090,083.33 Dividend payable 27 Sino Great Wall Co., Ltd. The First Quarterly Report 2016 Other account payable 49,268.86 803,339.56 Classified as held for sale debt Non-current liability due in 1 year Other current liability Total of current liability 599,521,150.59 98,953,711.86 Non-current liabilities: Long-term loan Bond payable Including:preferred stock Sustainable debt Long-term payable Long-term payable to employees Special payable Expected liabilities Deferred income Deferred income tax liability Other non-current liabilities Total of Non-current liabilities Total of liability 599,521,150.59 98,953,711.86 Owners’ equity Share capital 446,906,582.00 446,906,582.00 Other equity instrument Including:preferred stock Sustainable debt Capital reserves 2,489,294,901.37 2,489,294,901.37 Less:Shares in stock Other comprehensive income Special reserves Surplus reserves 26,309,287.00 26,309,287.00 Undistributed profit 247,832,771.83 257,161,771.72 Total of owners’ equity 3,210,343,542.20 3,219,672,542.09 Total of liabilities and owners’ equity 3,809,864,692.79 3,318,626,253.95 28 Sino Great Wall Co., Ltd. The First Quarterly Report 2016 3.Consolidated Income statement In RMB Items Amount in this period Amount in last period I. Income from the key business 924,667,155.55 825,262,582.68 Incl:Business income 924,667,155.55 825,262,582.68 Interest income Insurance fee earned Fee and commission received II. Total business cost 829,822,766.63 761,590,182.07 Incl:Business cost 725,086,112.57 685,216,235.95 Interest expense Fee and commission paid Insurance discharge payment Net claim amount paid Insurance policy dividend paid Insurance policy dividend paid Reinsurance expenses Business tax and surcharge 15,324,842.63 24,352,158.65 Sales expense 2,429,168.94 2,631,851.19 Administrative expense 42,252,271.83 29,832,508.95 Financial expenses 14,979,885.12 6,352,212.68 Asset impairment loss 29,750,485.54 13,205,214.65 Add:Gains from change of fir value 10,531.28 11,511.52 (“-”for loss) Investment gain(“-”for loss) Incl: investment gains from affiliates Gains from currency exchange(“-”for loss) III. Operational profit(“-”for loss) 94,854,920.20 63,683,912.13 Add :Non-operational income 347,480.50 Including:Income from disposal of 4,455.00 non-current assets Less:Non business expenses 1,500.00 Incl:Loss from disposal of non-current 29 Sino Great Wall Co., Ltd. The First Quarterly Report 2016 assets IV.Total profit(“-”for loss) 94,854,920.20 64,029,892.63 Less:Income tax expenses 18,875,632.10 16,152,443.52 V. Net profit 75,979,288.10 47,877,449.11 Net profit attributable to the owners of 76,587,282.98 47,877,449.11 parent company Minority shareholders’ equity -607,994.88 VI. Other comprehensive income Net of profit of other comprehensive in come attributable to owners of the pare nt 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 pl ans of changes in net debt or net assets 2.Other comprehensive income under t he equity method investee can not be re classified into profit or loss. (II) Other comprehensive income that will be reclassified into profit or loss. 1.Other comprehensive income under t he equity method investee can be reclas sified into profit or loss. 2.Gains and losses from changes in fair value available for sale financial assets 3.Held-to-maturity investments reclassi fied to gains and losses of available for sale financial assets 4.The effective portion of cash flow he dges and losses 5.Translation differences in currency fi nancial statements 6.Other Net of profit of other comprehensive in come attributable to Minority 30 Sino Great Wall Co., Ltd. The First Quarterly Report 2016 shareholders’ equity VII. Total comprehensive income 75,979,288.10 47,877,449.11 Total comprehensive income attributable to the owner of the parent 76,587,282.98 47,877,449.11 company Total comprehensive income -607,994.88 attributable minority shareholders VIII. Earnings per share (I)Basic earnings per share 0.1714 0.1071 (II)Diluted earnings per share 0.1714 0.1071 If there are entities merged under common control, their net profit realized before the merger were totaled to RMB***. While it was RMB*** previous period. Legal Representative: Chen Lue Person in charge of accounting:Cui Hongli Accounting Dept Leader: Cui Hongli 4. Income statement of the Parent Company In RMB Items Amount in this period Amount in last period I. Income from the key business 63,540.00 948,730.00 Less:Business cost 0.00 84,293.00 Business tax and surcharge 74,864.00 Sales expense Administrative expense 3,778,977.94 1,909,174.00 Financial expenses 5,615,092.65 Asset impairment loss -1,530.70 Add:Gains from change of fir value (“-”for loss) Investment gain(“-”for loss) Incl: investment gains from affiliates II. Operational profit(“-”for loss) -9,328,999.89 -677,137.00 Add :Non-operational income Including:Income from disposal of non-current assets 31 Sino Great Wall Co., Ltd. The First Quarterly Report 2016 Less:Non business expenses Incl:Loss from disposal of non-current assets III.Total profit(“-”for loss) -9,328,999.89 -677,137.00 Less:Income tax expenses IV. Net profit(“-”for net loss) -9,328,999.89 -677,137.00 V.Net of profit of other comprehensiv -203,899.00 e income (I)Other comprehensive income items that will not be reclassified into -203,899.00 gains/losses in the subsequent accounting period 1.Re-measurement of defined benefit plans of changes in net debt or net ass ets 2.Other comprehensive income under the equity method investee can not b e reclassified into profit or loss. ( II ) Other comprehensive income that wil l be reclassified into profit or loss. 1.Other comprehensive income under the equity method investee can be re classified into profit or loss. 2.Gains and losses from changes in fa ir value available for sale financial as sets 3.Held-to-maturity investments reclas sified to gains and losses of available for sale financial assets 4.The effective portion of cash flow h edges and losses 5.Translation differences in currency financial statements 6.Other VI. Total comprehensive income -9,328,999.89 -881,036.00 VII. Earnings per share: (I)Basic earnings per share 32 Sino Great Wall Co., Ltd. The First Quarterly Report 2016 (II)Diluted earnings per share 5. Consolidated Cash flow statement In RMB Items Amount in this period Amount in last period I.Cash flows from operating activities Cash received from sales of goods or 520,278,123.47 476,713,459.34 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 the financial assets that are measured at fair value and whose movement is counted to the current gain and loss Cash received as interest, processing fee and commission Net increase of inter-bank fund received Net increase of repurchasing business Tax returned Other cash received from business 623,823,935.88 249,789,551.75 operation Sub-total of cash inflow 1,144,102,059.35 726,503,011.09 Cash paid for purchasing of 556,084,798.41 338,006,945.73 merchandise and services 33 Sino Great Wall Co., Ltd. The First Quarterly Report 2016 Net increase of client trade and advance Net increase of savings n central bank and brother company Cash paid for original contract claim Cash paid for interest, processing fee and commission Cash paid for policy dividend Cash paid to staffs or paid for staffs 48,399,981.65 37,341,995.96 Taxes paid 28,333,891.29 12,195,272.46 Other cash paid for business 830,256,141.01 455,067,642.29 activities Sub-total of cash outflow from 1,463,074,812.36 842,611,856.44 business activities Cash flow generated by business -318,972,753.01 -116,108,845.35 operation, net 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 6,710,715.18 other long-term assets Cash paid as investment Net increase of loan against pledge Net cash received from subsidiaries and other operational units Other cash paid for investment 34 Sino Great Wall Co., Ltd. The First Quarterly Report 2016 activities Sub-total of cash outflow due to 6,710,715.18 investment activities Net cash flow generated by -6,710,715.18 investment III.Cash flow generated by financing Cash received as investment Incl: Cash received as investment from minor shareholders Cash received as loans 744,000,000.00 91,000,000.00 Cash received from bond placing Other financing –related ash received 98,000,000.00 Sub-total of cash inflow from 744,000,000.00 189,000,000.00 financing activities Cash to repay debts 181,766,458.58 90,276,762.40 Cash paid as dividend, profit, or 11,329,317.49 6,151,142.58 interests Incl: Dividend and profit paid by subsidiaries to minor shareholders Other cash paid for financing 144,808,136.00 9,952,145.00 activities Sub-total of cash outflow due to 337,903,912.07 106,380,049.98 financing activities Net cash flow generated by financing 406,096,087.93 82,619,950.02 IV. Influence of exchange rate alternation on cash and cash -162,583.65 equivalents V.Net increase of cash and cash 87,123,334.92 -40,362,194.16 equivalents Add: balance of cash and cash 582,745,756.81 243,759,954.90 equivalents at the beginning of term VI ..Balance of cash and cash 669,869,091.73 203,397,760.74 equivalents at the end of term 6. Cash Flow Statement of the Parent Company In RMB 35 Sino Great Wall Co., Ltd. The First Quarterly Report 2016 Items Amount in this period Amount in last period I.Cash flows from operating activities Cash received from sales of goods or 77,390.00 948,730.00 rending of services Tax returned Other cash received from business 266,261,121.80 940,105.00 operation Sub-total of cash inflow 266,338,511.80 1,888,835.00 Cash paid for purchasing of merchandise and services Cash paid to staffs or paid for staffs 440,272.00 Taxes paid 258,400.59 395,215.00 Other cash paid for business 652,575,425.78 873,515.00 activities Sub-total of cash outflow from 652,833,826.37 1,709,002.00 business activities Cash flow generated by business -386,495,314.57 179,833.00 operation, net 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 36 Sino Great Wall Co., Ltd. The First Quarterly Report 2016 and other operational units Other cash paid for investment activities 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 500,000,000.00 Cash received from bond placing Other financing –related ash received Sub-total of cash inflow from 500,000,000.00 financing activities Cash to repay debts Cash paid as dividend, profit, or 3,465,612.98 interests Other cash paid for financing activities Sub-total of cash outflow due to 3,465,612.98 financing activities Net cash flow generated by financing 496,534,387.02 IV. Influence of exchange rate alternation on cash and cash equivalents V.Net increase of cash and cash 110,039,072.45 179,833.00 equivalents Add: balance of cash and cash 239,145,251.31 23,480,977.00 equivalents at the beginning of term VI ..Balance of cash and cash 349,184,323.76 23,660,810.00 equivalents at the end of term II. Auditor’ report Is the First Quarterly Report be audited? □ Yes √No The First Quarterly report is not audited. 37