Sino Great Wall Co., Ltd. The Third Quarterly Report 2016
Stock code: 000018 ，200018 Stock ID : Sino Great Wall ，Sino B Announcement No. 2016-085
Sino Great Wall Co., Ltd.
The Third Quarterly Report 2016
1
Sino Great Wall Co., Ltd. The Third 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 Lve, 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 .
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Sino Great Wall Co., Ltd. The Third Quarterly Report 2016
II. Main financial data and changes of shareholders
I.Main accounting 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
End of the report period End of last year Year-on –year change
Gross assets（RMB） 6,474,979,794.34 4,017,462,824.63 61.17%
Net assets attributable to the
shareholders of the listed company 1,611,589,702.33 1,282,256,738.74 25.68%
（RMB）
Between beginning of
Year-on year Change from the same
This report period the year to the end of
change9%) period last year
the report period
Operating income（RMB） 1,280,022,467.68 53.22% 3,233,597,223.19 10.87%
Net profit attributable to the
shareholders of the listed company 100,866,553.43 30.68% 303,165,970.06 25.00%
（RMB）
Net profit after deducting of
non-recurring gain/loss attributable
100,801,973.68 29.45% 283,301,863.47 16.61%
to the shareholders of listed
company（RMB）
Cash flow generated by business
-- -- -1,686,338,825.47 414.80%
operation, net（RMB）
Basic earning per
0.0594 30.84% 0.1785 25.00%
share(RMB/Share)
Diluted gains per
0.0594 30.84% 0.1785 25.00%
share(RMB/Share)(RMB/Share)
Weighted average income/asset
6.43% -2.26% 20.95% -7.98%
ratio（%）
In RMB
Amount from beginning of
Items the year to the end of the Notes
report period
Gain/loss from disposal of non-current assets (includes the 60,234
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Sino Great Wall Co., Ltd. The Third Quarterly Report 2016
recovered part of asset impairment provision already provided)
Govemment subsidies recognized in current gain and
loss(excluding those closely related to the Company’ business 2,522.16
and granted under the state’s policies)
Except the effective hedge business related to the normal
operation business of the Company, the profit and loss in the
changes of fair values caused by the holding of tradable
245,263.08
financial assets and tradable financial liabilities as well as the
investment returns in disposal of tradable financial assets,
tradable financial liabilities and saleable financial assets
Mainly because the company is
Located in Shenzhen City,
Dapeng New District,
Other non-business income and expenditures other than the above 26,180,786.00 Kuichong Office, Kuixin
community of land and
buildings on the ground by the
collection of compensation
Less: Influenced amount of income tax 6,624,698.65
Total 19,864,106.59 --
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.
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Sino Great Wall Co., Ltd. The Third 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
Total number of common shareholders at the
55,398 the voting power recovered at the 0
period-end
end of the reporting period(if any)
Shares held by the top 10 shareholders
Amount of Pledging or freezing
Share
Properties of tradable shares
Shareholder name proportion Quantity Status of the
shareholder with Conditional Quantity
% shares
held
Domestic Natural
Chen Lve 34.33% 582,944,556 582,109,696 Pledge 431,760,594
person
Domestic Non
Union Holdings Co., Ltd State-owned legal 6.38% 108,295,921 0
person
STYLE-SUCCESS LIMITED Foreign legal person 5.47% 92,970,910 0
Shanghai Financial Domestic Non
Development Investment State-owned legal 4.49% 76,300,504 76,300,504
Fund(LP) person
Domestic Natural
He Feiyan 3.23% 54,800,458 54,800,458
person
Jiutai Fund－Bank of
Communications－Jiutai
Other 2.50% 42,479,672 42,479,672
Huitong No.2 specific customer
asset management plan
Domestic Non
Wuxi Hengtai Jiuding Assets
State-owned legal 2.26% 38,330,615 38,330,615
Management Centre（LP）
person
Domestic Non
Foshan Haihui Heying Venture
State-owned legal 2.25% 38,150,252 38,150,252
Imvestment Partnership(LP)
person
Domestic Non
Jiangxi Taihao Venture
State-owned legal 1.87% 31,791,879 31,791,879
Investment Centre(LP）
person
Domestic Non
Yantai ZhaoxuanYuantai Jiuding
State-owned legal 1.87% 31,742,745 31,742,745
Venture Investment Centre(LP)
person
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Sino Great Wall Co., Ltd. The Third Quarterly Report 2016
Shares held by the Top 10 Shareholders of Non-restricted shares
Quantity of unrestricted shares held at Share type
Name of the shareholder
the end of the reporting period Share type Quantity
RMB Common
Union Holdings Co., Ltd 108,295,921 108,295,921
shares
Foreign shares
placed in
STYLE-SUCCESS LIMITED 92,970,910 92,970,910
domestic
exchange
Foreign shares
placed in
Rich Crown Investment Co., Ltd. 23,235,313 23,235,313
domestic
exchange
RMB Common
Liuzhou Jiali Real estate Development Co., ltd. 9,600,000 9,600,000
shares
Foreign shares
placed in
Zeng Ying 5,166,000 5,166,000
domestic
exchange
Foreign shares
placed in
KGI ASIA LIMITED 4,691,274 4,691,274
domestic
exchange
Foreign shares
placed in
Song Wenguang 4,372,328 4,372,328
domestic
exchange
Xingzheng Securities Assets Management －
Everbright Bank－Xingzheng Assets management RMB Common
3,166,110 3,166,110
Xinzhong No.57. Collection of assets management shares
plan
Foreign shares
placed in
Chen Lihong 2,293,280 2,293,280
domestic
exchange
Foreign shares
placed in
Wang Ying 2,147,140 2,147,140
domestic
exchange
Explanation on shareholders participating in the Chen Lve and He Feiyan are consortium officers; Wuxi Hengtai Jiuding
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Sino Great Wall Co., Ltd. The Third Quarterly Report 2016
margin trading business Assets Management Centre （LP）and Yantai Zhaoxuan Yuantai Jiuding
Venture Investment Centre （ LP ） are consortium officers; Union
Development Group Ltd. is the controlling shareholder of the
above-mentioned shareholder Shenzhen Union Holdings Ltd. and third
shareholder Rich Crown Investment Co., Ltd. The other tradable
shareholders neither knew whether there exists associated relationship
between them.
Among the shareholders above, Liuzhou Jiali Real estate Development Co.,
Participation of top 10 unconditional common share
ltd. holds 9,600,000 shares of the Company through stock account with
shareholders in securities margin trading (if any)
credit 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
Year-end balance Same period of the Changes Remarks on the change
(RMB) previous year(RMB) (%)
Net profit
attributable to the Mainly due to income Tax and Business Tax
303,165,970.06 242,528,351.45 25.00%
shareholders of the Changes
Parent company
Monetary fund 974,281,429.82 695,384,561.31 40.11% Mainly due to bank loans increased
Account receivable Mainly due to in the implementation of
large projects progressed smoothly, the
3,450,378,757.45 2,352,808,087.33 46.65%
project revenue increased, the reporting
period has not yet received
Advance payment Mainly due to advance payment for
169,726,021.06 77,707,568.38 118.42%
construction projects increased
Inventory Mainly due to increase in raw materials at
250,298,204.27 168,133,668.91 48.87%
the end of the reporting period, and
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Sino Great Wall Co., Ltd. The Third Quarterly Report 2016
unsettled increase in completed
Fixed assets Mainly due to the acquisition of Wuhan
102,651,662.49 43,846,215.63 134.12% Commercial Hospital and overseas tower
crane installation is completed
Construction in Mainly due to overseas tower crane
2,347,992.64 10,016,928.24 -76.56%
process installation is completed
Other account Mainly due to margin and current account
822,416,213.32 239,952,886.10 242.74%
receivable increase
Short-term Mainly due to increase in bank loans in the
1,639,271,777.92 225,408,496.07 627.24%
Borrowing current period
Bills payable Mainly due to vendor settlement using more
559,111,364.29 143,410,167.17 289.87%
bill settlement
Account payable Mainly due to overseas projects to increase
1,022,563,948.28 1,332,619,954.77 -23.27%
overseas suppliers accounts shorter
Other account Mainly due to in the current period, the
payable 211,602,174.99 635,200,976.60 -66.69% funds for the inter-bank borrowing are
returned
Long-term Mainly due to increase in current bank
988,390,314.20 30,140,649.14 3179.26%
borrowing borrowings
Mainly due to increase the current business
Sales expense 18,366,539.49 10,539,011.91 74.27%
expansion efforts
Mainly due to the second half of 2015
Administrative overseas companies and overseas regional
196,940,207.67 107,914,317.65 82.50%
expense companies, overseas management personnel
increased
Mainly due to in the current period,
Financial expenses 106,481,367.68 24,205,661.13 339.90% borrowings of financial institutions
increased
Asset impairment Mainly due to an increase in accounts
loss 112,230,752.62 48,824,874.34 129.86% receivable resulted in an increase in asset
impairment
Non-business Mainly due to in the report period,
income 29,136,122.16 405,739.61 7080.99% compensation fees for land acquisition and
construction (structures) were collected
Net Cash flow Mainly due to during the reporting period,
generated by the company's overseas business grew
-1,686,338,825.47 -327,571,330.51 414.80%
business operation rapidly, project margin and advances to a
substantial increase in expenditure
Net cash flow -255,555,028.00 -35,910,259.45 611.65% Mainly due to investment in the current
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Sino Great Wall Co., Ltd. The Third Quarterly Report 2016
generated by period increased
investment
Net cash flow
generated by 1,825,820,436.37 235,414,152.87 675.58% Due to increase in current bank borrowings
financing
II. The progress of significant events and influence, as well as the analysis and explanation on resolving
proposal
√ Applicable □ Not applicable
On June 24, 2016, the company published a notice that the company is planning the item of non-public share-issuing, therefore
the trade of the company’s share shall be suspended from June 24, 2016. On July 7, 2016, the Proposal on the Company’s Non-public
A-share Issuance to Specific Objects and the relevant proposals were examined and approved in the 10th board meeting of the 7th
session board of directors, The Proposals related to the company’s non-public A-share issuance were examined and approved in the
2016 second extraordinary general shareholder meeting on July 25, 2016. On October 14, 2016, the Company received Notice of
Acceptance of Administrative License Application of China Securities Regulatory Commission (No. 162993) issued by the China
Securities Regulatory Commission. The CSRC decided to accept the application for administrative licensing of the Company's
non-public issuance of shares.
Description of the website for
Overview of material matters Date of disclosing disclosing provisional
announcements
The Company disclosed the plan of
July 9,2016 http://www.cninfo.com.cn
non-public offering of A shares
The company's non-public offering of A
shares to the specific object of the matter
October 15,2016 http://www.cninfo.com.cn
in the October 14, 2016 received notice of
the CSRC admissibility
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
Time of
Period of
Commitmen making Fulfillme
Commitment Type Contents commitme
t maker commitme nt
nt
nt
Commitment on
No No No No
share reform
Commitment in the
acquisition report or No No No No
the report on equity
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Sino Great Wall Co., Ltd. The Third Quarterly Report 2016
changes
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 after the transaction has been
completed, the lock-up periods of my shares of
Strict
Chen Lve, Victor Onward Holdings are automatically March
Share lock 36 months perfo
He Feiyan prolonged for 6 months. (The above-mentioned 19,2015
Commitments in rming
issue price will be calculated according to the
assets reorganization
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 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
March Strict
Chen Lve Share lock not transfer the new shares of Victor Onward 36 months
19,2015 perfo
Holdings acquired through this issuing by any
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Sino Great Wall Co., Ltd. The Third Quarterly Report 2016
way, including but not limited to the public rming
transfer through the stock market or by
agreement, within 36 months from the date new
shares list. If regulation rules or regulators have
longer requirements for lock-up periods, it should
be executed accordingly.
Up to the issue day of the letter, I and 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, etc. and try our best
to avoid fund intercourse with listed companies or
There is Strict
Sino Great Wall, which has nothing to do with March
Chen Lve no funds Long-term perfo
normal operations. If Sino Great Wall got 19,2015
occupied rming
penalized by government administration
departments due to the money lending which was
happened before the transaction, I will bear the
total compensation for the company’s loss
resulting from it by cash in order to guarantee
Sino Great Wall won’t suffer any loss.
Meanwhile, I will actively urge Sino Great Wall
to establish complete inner control system and
funds management system within lawful
authority.
In view of the fact that the houses rented by Sino
Great Wall and it’s son subsidiaries, subsidiaries,
haven’t rental registration, I promise, if Sino
Cash Strict
Great Wall and its son subsidiaries, subsidiaries, March
Chen Lve comp Long term perfo
were penalized by real estate management 19,2015
ensation rming
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
Cash engineering construction project of Libo Grand Strict
March
Chen Lve comp Hotel (hereinafter referred to as “Libo project”) Long term perfo
19,2015
ensation which the company contracted before the bidding rming
process. Sino Great Wall is not involved in any
other projects except for Libo project before
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Sino Great Wall Co., Ltd. The Third Quarterly Report 2016
bidding process. As to the violating issues existed
in the Libo project, I promise as follows: if Sino
Great Wall got penalized by government
administration departments or suffered any
economic loss resulted from it, I will compensate
the company by cash; Meanwhile, I, within lawful
authority, will also promise to urge the company
to undertake related construction projects legally
so as to avoid violating issues happened before
implementation of bidding process, i.e., at the
time for construction again.
1. Up to October 13th,2014, the related expenses
of the litigation and arbitration cases, including
the actual price, compensation, penalty, ligation
costs, etc. which the parent-subsidiary companies
of Sino Great Wall needs to pay caused by the
final results of ligation and arbitration cases,
Cash exceed the amount of liabilities which recognized Strict
March
Chen Lve comp in the “Audit Report” made for Sino Great Wall Long term perfo
19,2015
ensation by Ruihua CPA (Special Ordinary Partnership) on rming
the basis of the audit base day of July 31st, 2014,
I promise to bear the balance by cash
unconditionally so as to guarantee the
parent-subsidiaries of Sino Great Wall won’t
suffer any loss. 2. This commitment letter is
irrevocable.
1. On condition that ownership defect exists in the
lease of house property of parent-subsidiary
companies of Sino Great Wall and its subsidiary
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
Cash Strict
and its subsidiary corporation can’t timely find March
Chen Lve comp Long term perfo
suitable workplace for lawful operation in related 19,2015
ensation rming
area, I will undertake to compensate by cash for
parent-subsidiary companies of Sino Great Wall’s
losses which are caused by operation and finance
due to the above-mentioned matters. 2. I
undertake to unconditionally bear the relevant
fines by cash for parent-subsidiary companies of
Sino Great Wall on condition that the rental house
property of parent-subsidiary companies of Sino
12
Sino Great Wall Co., Ltd. The Third Quarterly Report 2016
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 , including the competent authorities’
Cash Strict
requirement for Sino Great Wall or its subsidiary March
Chen Lve comp Long term perfo
to make supplementary payment, to be punished 19,2015
ensation rming
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 suffering.
“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
Cash this factory and has acquired “License of Strict
March
Chen Lve comp Construction Land Planning ”with Long term perfo
19,2015
ensation No.2014-08-001 approved and issued by rming
Yongqiao District, Suzhou City’s housing and
rural construction bureau, of which other
examination and approval procedures of
construction are in the process of handling “I
undertake to actively supervise and urge Suzhou
Lvbang on handling procedures of the approval
process involved with factor refurnishing and
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
13
Sino Great Wall Co., Ltd. The Third Quarterly Report 2016
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 Wand
Suzhou Lvbang for this matter. ”
“According to the “Agreement of Significant
Asset Replacement and Issue of Share to Buy
Asset”(hereinafter referred to as “Agreement”)
signed among Victor Onward Holdings, all
shareholders of Sino Great Wall and Union
Development Group Co., Ltd (hereinafter referred
to as“ Union Group”) on October 13, 2014, all the
creditor’s rights and liabilities related to place-out
asset before the delivery date of Victor Onward
Holdings shall be Union Group’s responsibility to
carry out solution; After the asset delivery date, if
any losses occur to Victor Onward Holdings in
Cash reason of the liability transfer of asset delivery, Strict
March
Chen Lve comp personnel placement, unsettled dispute or Long term perfo
19,2015
ensation controversy and other compensation related to rming
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 Lve
and He Feiyan Concerning on Performance
Compensation” and its supplemental agreement ,
Perfor
Chen Lve’s promised Sino Great Wall that the net Strict
Chen Lve, mance May
profit deducted by incidental losses and Long term perfo
He Feiyan comm 11,2015
attributable to the parent companies’ owners after rming
itment
audition of 2015, 2016 and 2017 shall be
respectively more than RMB 345.8 million, RMB
438.5 million and RMB 538.2 million. If the net
profit of Sino Great Wall is less than the promised
14
Sino Great Wall Co., Ltd. The Third Quarterly Report 2016
net profit mentioned above , Chen Lve and He
Feiyan will compensate for listed company in
accordance with “Performance Compensation
Agreement” and its supplemental agreement.
1. This reorganization is planned to place in asset.
At present, complete separation has existed
between me or other enterprises under my
possession (if any) and the listed company in
staff, asset, finance, institution and business of
Sino Great Wall. Independence exists in both
staff, asset, finance, institution and business and
Chen Lve;
no confusion exists. 2. I undertake, after this
He Feiyan,
reorganization, to ensure the continued complete
Wuxi
separation between me or other enterprises under
Hengtai
my possession(if any) and the listed company in
Jiuding
staff, asset, finance, institution and business,
AssetsMana
sustaining the independence in the listed
gement
company’s staff, asset, finance, institution and
Centre
business, as follows: (1).The Ensurance of
（LP）;Yan
Independence for Listed Company’s Personnel
tai
Ensure that the general manager, the vice-general
Zhaoxuan
Independe manger, the chief financial officer, the board
Yuantai
nce, secretary and the senior executives of the
Jiuding Strict
competitio Company only accept salary in listed company, September
Venture Long term perfo
n in the including no holding of any post except director 30,2015
Investment rming
same and supervisor in my enterprise or other
Centre
industry enterprises under my possession. 2.Ensure the
（LP）;Suz
complete independence exists among the listed
hou Taiyao
company’s labor, personnel, and salary
Zhongshan
management and me. 3. The director, supervisor,
Jiuding
general manager and other senior executives
Investment
recommended by me have all been through the
Centre
legal procedures, and I will not intervene the
（LP）;Jiax
company’s board and the shareholder’s decision
ing Jiahe
for appointing and dismissing personnel by
Jiuding
exercising official power. (2)The Ensurance of the
Investment
Asset Independence of Listed Company 1.Ensure
Centre（LP）
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
15
Sino Great Wall Co., Ltd. The Third Quarterly Report 2016
and the independent financial calculating system
set up by the listed company, which possess
normative and independent financial and
accounting rules. 2. Ensure that the listed
company independently opens a bank account,
not sharing the same bank account with me.
3.Ensure that the financial staff of the listed
company 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. 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
16
Sino Great Wall Co., Ltd. The Third Quarterly Report 2016
obligation of disclosing information according to
relevant laws and regulations and normative
document "
“1.Before this reorganization, the fairness and
reasonableness of pricing and the legitimacy and
effectiveness of decision-making procedure exist
in the transaction(if any) between me or the
Wuxi
enterprise under my possession(if any) and Sino
Hengtai
Great Wall which is planned to place asset in, no
Jiuding
related transaction with obvious unfairness
Assets
exists ; 2.After this reorganization, I or the
Managemen
enterprise under my possession will avoid and
t Centre
reduce the related transaction with listed company
（LP）;
as much as possible. As for any unavoidable or
Yantai
reasonable related transaction, I or the enterprise
Zhaoxuan
under my possession will sign the agreement
Yuantai
according to laws and fulfill the lawful procedure,
Jiuding
Relate and fulfill relevant approval procedure for internal Strict
Venture March
transaction decision-making and timely fulfill the obligation Long term perfo
Investment 19,2015
s of disclosing information according to law, rming
Centre
following relevant laws, regulations, other
（LP）;Suz
normative documents and articles of listed
hou Tianyao
company, which is to guarantee the fairness and
Zhongshan
reasonableness in related transaction pricing, to
JiudingInves
guarantee the fairness of transaction condition and
tment Centre
to guarantee not to utilize the related transaction
（LP）;
to illegally transfer the capital and profit of listed
Jiaxing Jiahe
company, and not to utilize this transaction to
Jiuding
engage in any behaviors which will cause any
Investment
losses to listed company or other shareholder’s
Centre（LP）
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
Union Community of Kuichong Street of Longgang
Strict
Developmen Income District and the expected compensations, as well March
Long term perfo
t Group Co., disposal as the expected compensations concerning to the 19,2015
rming
Ltd regaining of plots planned as schools within the
right of land use of Nanyou Industrial Park of
Nanshan District have not been recorded in the
assessment. Therefore, Union Group promises
17
Sino Great Wall Co., Ltd. The Third Quarterly Report 2016
that after the reorganization, if 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 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
Union
Cash company and all shareholders of Victor Onward Strict
Developmen March
compensat Co. Ltd.. and Sino Great Wall, Victor Onward Long term perfo
t Group Co., 19,2015
ion Holdings should obtain the letter of approval rming
Ltd
concerning the transferred debts of the disposed
assets from the creditor (including the guarantee,
similarly hereinafter) before the date of assets
delivery. In the situation of debts on Victor
18
Sino Great Wall Co., Ltd. The Third Quarterly Report 2016
Onward Holdings due to the absence of creditor’s
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 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,
19
Sino Great Wall Co., Ltd. The Third Quarterly Report 2016
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.
Equity incentive
No No No No
commitment
Other commitments
made to minority No
shareholders
Executed timely or
No No No No
not?
If the commitments
failed to complete
the execution when
expired, should
specifically explain Yes
the reasons of
unfulfillment and
the net stage of the
working plan
IV．Prediction of Business performance for 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
20
Sino Great Wall Co., Ltd. The Third Quarterly Report 2016
V. Investment in securities
□ Applicable √Not applicable
No Securities investment in period
VI. Investment in derivatives
□ Applicable √Not applicable
There is no derivative investment during the report period.
VII. Registration form of such Activities as Reception, Research, Communication, Interview in the
Reporting Period
√Applicable □Not applicable
Reception time Way of reception Types of visitors Basic index
The interactive relation with the
investors on Shenzhen Stock Exchange
platform about Sino Great Wall
September 2,2016 Onsite investigation Organization
International Engineering Co., Ltd:
Record of the investors relations
activities on September 2, 2016
VIII. Outward Guarantee against the Regulations
□ Applicable √ Not applicable
The Company had no guarantee outside against the regulation in the reporting period.
IX. Non-operational Occupancy of the Company’s Capital by the Controlling Shareholder and its Related
Parties
□ Applicable √ Not applicable
The Company had no non-operational fund occupation from controlling shareholders and its related party.
21