Sino Great Wall Co., Ltd. The First Quarterly Report 2017 Sino Great Wall Co., Ltd. The First Quarterly Report 2017 April 2017 1 Sino Great Wall Co., Ltd. The First Quarterly Report 2017 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, Mrs. Cui Hongli, Chief financial officer and the Mrs. Xian Zhijuan, 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 2017 II. Basic information about the company (1)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 es √ No Changes of this period This period Same period of last year over same period of last year(%) Operating income(RMB) 1,059,865,573.83 924,667,155.55 14.62% Net profit attributable to the shareholders 99,029,586.64 76,587,282.98 29.30% of the listed company(RMB) Net profit after deducting of non-recurring gain/loss attributable to 99,029,586.64 76,587,282.98 29.30% the shareholders of listed company (RMB) Cash flow generated by business -447,147,216.26 -318,972,753.01 -40.18% operation, net(RMB) Basic earning per share(RMB/Share) 0.0583 0.1714 -65.99% Diluted gains per 0.0583 0.1714 -65.99% share(RMB/Share)(RMB/Share) Weighted average return on equity 5.44% 5.63% -0.19% (%) Changes of this End of this period End of last period period-end over same period-end of last year(%) Gross assets(RMB) 8,342,651,308.70 7,986,178,961.63 4.46% Net assets attributable to the shareholders of the listed company 1,866,190,708.34 1,777,948,117.49 4.96% (RMB) Items and amount of non-current gains and losses □ Applicable □Not applicable 3 Sino Great Wall Co., Ltd. The First Quarterly Report 2017 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 Total number of common with the voting power 57,374 0 shareholders at the period-end recovered at the end of the reporting period(if any) Shares held by the top 10 shareholders Amount of Pledging or freezing Properties of Share tradable shares Shareholder name Quantity Status of the shareholder proportion % with Conditional Quantity shares held Domestic Natural Chen Lue 34.36% 583,454,556 581,722,696 Pledge 435,260,594 person STYLE-SUCCES Foreign legal 5.47% 92,970,910 0 S LIMITED person Domestic Non- Union Holdings State-owned legal 5.18% 87,935,921 0 Co., Ltd. person Domestic Natural He Feiyan 3.23% 54,800,458 54,800,458 person Jiutai Fund- Bank of Communications -Jiutai Huitong Other 2.50% 42,479,672 42,479,672 No.2 specific customer asset management plan Rich Crown Foreign legal Investment Co., 1.37% 23,235,313 0 person Ltd. Bank of China- Fortis Income Other 1.12% 18,961,320 0 Growth Securities Investment Fund Jiangxi Taihao Domestic Non- 1.11% 18,791,879 0 Venture State-owned legal 4 Sino Great Wall Co., Ltd. The First Quarterly Report 2017 Investment person Centre(LP) ICBC-Huitianfu private activity of Other 0.82% 13,882,602 0 hybrid securities investment fund Domestic Non- Qinghai Heyi State-owned legal 0.79% 13,356,984 0 Mining Co.,Ltd/ person Shareholding of top 10 shareholders of unrestricted shares Quantity of unrestricted shares held at the end of the Share type Name of the shareholder reporting period Share type Quantity Foreign shares placed in STYLE-SUCCESS LIMITED 92,970,910 92,970,910 domestic exchange RMB Common Union Holdings Co., Ltd. 87,935,921 87,935,921 shares Foreign shares placed in Rich Crown Investment Co., Ltd. 23,235,313 23,235,313 domestic exchange Bank of China-Fortis Income RMB Common 18,961,320 18,961,320 Growth Securities Investment Fund shares Jiangxi Taihao Venture Investment RMB Common 18,791,879 18,791,879 Centre(LP) shares ICBC-Huitianfu private activity of RMB Common 13,882,602 13,882,602 hybrid securities investment fund shares RMB Common Qinghai Heyi Mining Co.,Ltd/ 13,356,984 13,356,984 shares Qianhai Life Insurance Co., Ltd.- RMB Common 12,687,900 12,687,900 Haili shares RMB Common Jiang Wei 9,573,460 9,573,460 shares Qianhai Life Insurance Co., Ltd.- RMB Common 9,209,687 9,209,687 Jufu product shares Explanation on associated Mr. Chen Lue and Ms. He Feiyan are the unanimous persons; Union Holding Co., Ltd. and Ri relationship or concerted action of ch Crown Investment Co., Ltd.and the other shareholders of circulation do not know whether the above shareholders there is any related relationship. 5 Sino Great Wall Co., Ltd. The First Quarterly Report 2017 Note to the top 10 common stockholders involved in margin Nil financing & securities lending (If any) Whether top ten common shareholders or top ten common shareholders with un-restrict shares held have a buy-back agreement dealing in reporting period. □ Yes √ No The top ten common shareholders or top ten common shareholders with un-restrict shares held of the Company have no buy –back agreement dealing in reporting period. 2.Total number of preferred shareholders and shareholding of top 10 preferred shareholders by the end of the report period □ Applicable √Not applicable 6 Sino Great Wall Co., Ltd. The First Quarterly Report 2017 II 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 Mainly due to the increase of Other account company bid and project 1,025,746,055.75 651,012,132.91 57.56% Payable guarantee compared with beginning of the term. Mainly due to the decrease of Stocks 215,927,364.32 332,904,930.36 -35.14% project materials and stocks . Mainly due to the capital Other non-current investment increase in 205,035,888.14 116,902,258.30 75.39% assets; establishing Medical Company for PPP Project. 127.41% Mainly due to the increase of selling expenses 5,524,280.43 2,429,168.94 engineering maintenance cost. Mainly due to the fast development Administrative 65,256,604.52 42,252,271.83 54.45% of business, increase of staff salaries, expense travel expenses and consulting fees. Mainly due to the increase of Company short-term and long-term Financial expenses 49,367,053.47 14,979,885.12 229.56% borrowings, and the increase of overseas guarantee amortization. Asset impairment ainly due to the good payment loss 21,815,009.43 29,750,485.54 -26.67% collection of the report period. Net Cash flow Mainly due to the large generated by -447,147,216.26 -318,972,753.01 40.18% initial investment of new business operation projects. Mainly due to the capital Net cash flow investment in establishing generated by -97,335,685.87 100% Medical Company for PPP Project investment during the report period. 7 Sino Great Wall Co., Ltd. The First Quarterly Report 2017 Net cash flow Mainly due to the decrease of new generated by 182,667,608.55 406,096,087.93 -55.02% bank borrowings compared with financing last year. II. The progress of significant events and influence, as well as the analysis and explanation on resolving proposal. √ Applicable □ Not applicable On February 16, 2017, the 16th meeting of the 7th Board of Directors and the 11th meeting of the 7th Board of Supervisors were convened to deliberate and approve the related proposals on Non-public Issuing of Shares. On the non-public offering of shares in the number of issues issued to raise funds to adjust the amount. March 18, 2017, the company disclosed the "non-public offering of A shares on the review of feedback reply (revised) notice." On March 22, 2017, the Securities and Futures Commission issued an audit committee to review the company's application for non-public offering of A shares. According to the results of the meeting review, the company's non-public offering of A shares of the application has been approved. At present, the company has not yet received written approval from the China Securities Regulatory Commission, the company will receive the China Securities Regulatory Commission to be approved by the official documents after the announcement. Please pay attention to investment risk investors. " Description of the website for disclosing Overview of material matters Date of disclosing provisional announcements 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 Commitment makin of Fulfil Commitment Type Contents maker g commi lment commi tment tment Commitment on share reform No No No No No Commitment in the acquisition report No No No No No or the report on equity changes Shares acquired by purchases of assets Strict Chen Lue, He Stock March 36 Commitments in assets reorganization through issuing shares: “I will not transfer the perf Feiyan lock 19,201 month new shares of Victor Onward Holdings ormi 8 Sino Great Wall Co., Ltd. The First Quarterly Report 2017 acquired through this restructuring, including 5 s ng 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 Victor 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 March 19,2015 36 mont hs Strict perfor ming Shenzhen Victor Onward Textile Industrial Co., Ltd. The Third Quarterly Report 2015. 14 investigated by judicial authorities or China Securities Regulatory Commission due to false record, misleading statement or major omission of the information provided or disclosed, I will not transfer my shares of the company before the conclusion of the case has been made clear. After the above-mentioned 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. 9 Sino Great Wall Co., Ltd. The First Quarterly Report 2017 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 March 36 Stock to the public transfer through the stock market perf Chen Lue 19,201 month lock or by agreement, within 36 months from the ormi 5 s date new shares list. If regulation rules or ng 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, No etc. and try our best to avoid fund intercourse Strict March capital with listed companies or Sino Great Wall, Long-t perf Chen Lue 19,201 occupa which has nothing to do with normal erm ormi 5 tion operations. If Sino Great Wall got penalized ng 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 Strict Cash promise, if Sino Great Wall and its son March Long-t perf Chen Lue compe subsidiaries, subsidiaries, were penalized by 19,201 erm ormi nsation real estate management department or 5 ng suffered other losses resulting from it, I agree to compensate the loss of the company by cash. 10 Sino Great Wall Co., Ltd. The First Quarterly Report 2017 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 Strict Cash March existed in the Libo project, I promise as Long-t perf Chen Lue compe 19,201 follows: if Sino Great Wall got penalized by erm ormi nsation 5 government administration departments or ng 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, Strict Cash March exceed the amount of liabilities which Long-t perf Chen Lue compe 19,201 recognized in the “Audit Report” made for erm ormi nsation 5 Sino Great Wall by Ruihua CPA (Special ng Ordinary Partnership) on the basis of the audit base day of July 31st, 2014, I promise to bear the balance by cash unconditionally so as to guarantee the parent-subsidiaries of Sino Great Wall won’t suffer any loss. 2. This commitment letter is irrevocable. 1. On condition that ownership defect exists in the lease of house property of Strict Cash parent-subsidiary companies of Sino Great March Long-t perf Chen Lue compe Wall and its subsidiary corporation, which 19,201 erm ormi nsation resulted in inability for parent-subsidiary 5 ng companies of Sino Great Wall and its subsidiary corporation to continue leasing this 11 Sino Great Wall Co., Ltd. The First Quarterly Report 2017 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 compensate by cash for parent-subsidiary companies of Sino Great Wall’s losses which are caused by operation and finance due to the above-mentioned matters. 2. I undertake to unconditionally bear the relevant fines by cash for parent-subsidiary companies of Sino Great Wall on condition that the rental house property of parent-subsidiary companies of Sino Great Wall and its subsidiary corporation is in absence of handling procedures for filing house leasing ,which resulted in that parent-subsidiary companies of Sino Great Wall and its subsidiary corporation are fined by property administrative department. 3.The commitment letter is irrevocable. “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’ Strict Cash March requirement for Sino Great Wall or its Long-t perf Chen Lue compe 19,201 subsidiary to make supplementary payment, erm ormi nsation 5 to be punished and resourced, I will bear by ng full-amount cash for the fee of supplemental payment and the expense and fee for being punished or resourced, which is to guarantee Sino Great Wall and its subsidiary to avoid suffering from any loss ”. “At present, Suzhou Lvbang has possessed one state-own land use right, of which the land certificate is Suzhou Guo Yong(2014) No.Y2014086”, locates in Danan Village, Strict Cash March Dadian Town, Yongqiao District, Suzhou City Long-t perf Chen Lue compe 19,201 with 32,966 square meters of area and the erm ormi nsation 5 purpose for industry. Suzhou Lvbang ng possesses its own factory with 9,843.87 square meters of area above-mentioned, which is the building reserved on the former 12 Sino Great Wall Co., Ltd. The First Quarterly Report 2017 selling land. Suzhou Lvbang is carrying out refurnishing and reconstruction for this factory and has acquired “License of Construction Land Planning ”with No.2014-08-001 approved and issued by Yongqiao District, Suzhou City’s housing and rural construction bureau, of which other examination and approval procedures of construction are in the process of handling “I undertake to actively supervise and urge Suzhou Lvbang on handling procedures of the approval process involved with factor refurnishing and reconstruction, and which is suffered from administrative punishment by relevant competent authorities in reason of claiming certificate of title, or in which any dispute or controversy exist in construction and ownership, which shall be my responsibility to carry out solution, and I undertake to compensate by cash for Suzhou Lvbang’s losses which are due to this matter, guaranteeing no losses occur to Sino Great Wall and Suzhou Lvbang for this matter. “According to the “Agreement of Significant Asset Replacement and Issue of Share to Buy Asset”(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 Strict Cash delivery date of Victor Onward Holdings shall March Long-t perf Chen Lue compe be Union Group’s responsibility to carry out 19,201 erm ormi nsation solution; After the asset delivery date, if any 5 ng 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 13 Sino Great Wall Co., Ltd. The First Quarterly Report 2017 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 Perfor losses and attributable to the parent Strict May Chen Lue , He mance companies’ owners after audition of 2015, Long-t perf 11,201 Feiyan commi 2016 and 2017 shall be respectively more erm ormi 5 tment than RMB 345.8 million, RMB 438.5 million ng 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 1. This reorganization is planned to place in Feiyan, Wuxi asset. At present, complete separation has Hengtai existed between me or other enterprises under Jiuding Assets my possession (if any) and the listed company Management in staff, asset, finance, institution and business Centre of Sino Great Wall. Independence exists in (LP);Yantai both staff, asset, finance, institution and Zhaoxuan business and no confusion exists. 2. I Indepe Septe Strict Yuantai undertake, after this reorganization, to ensure ndent mber Long-t perf Jiuding the continued complete separation between compe 30,201 erm ormi Venture me or other enterprises under my tition 5 ng Investment possession(if any) and the listed company in Centre staff, asset, finance, institution and business, (LP);Suzh sustaining the independence in the listed ou Taiyao company’s staff, asset, finance, institution and Zhongshan business, as follows: (1).The Ensurance of Jiuding Independence for Listed Company’s Investment Personnel Ensure that the general manager, Centre the vice-general manger, the chief financial 14 Sino Great Wall Co., Ltd. The First Quarterly Report 2017 (LP);Jiaxing officer, the board secretary and the senior Jiahe Jiuding executives of the Company only accept salary Investment in listed company, including no holding of Centre(LP) 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 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 15 Sino Great Wall Co., Ltd. The First Quarterly Report 2017 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 obligation of disclosing information according to relevant laws and regulations and normative document. Chen Lue; He “Once I or our unit acquire the newly-added Feiyan;Wuxi share of Victor Onward Company through this Hengtai transaction, no transfers will occur in any way Jiuding Assets within 12 months from the listing date, Management including but not limited to public transfer by Relate Centre(LP); securities market or transfer by agreement, March Strict d Lont-t Yantai and no entrusting for others to manage my 19,201 perfo transac erm Zhaoxuan holding share of Victor Onward Holdings . 5 rming tion Yuantai Once the above-mentioned lockup period Jiuding expires, I will implement the selling or Venture transferring of the newly-added share of Investment Victor Onward Holdings according to the Centre relevant provision of CSRC and SZSE. 16 Sino Great Wall Co., Ltd. The First Quarterly Report 2017 (LP);Suzh ou Tianyao Zhongshan Jiuding Investment Centre(LP); Jiaxing Jiahe Jiuding Investment Centre(LP) 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 Nanshan District have not been recorded in the assessment. Therefore, Union Group promises that after the reorganization, if Union or a third party appointed by Union receives compensations or incomes related toabove-mentioned disposed assets which are Union Incom house property and land without property March Strict Development e certificate as well as regaining of plots Long-t 19,201 perfo Group Co., dispos planned as schools, Union will return the erm 5 rming Ltd. al 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 17 Sino Great Wall Co., Ltd. The First Quarterly Report 2017 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 Onward Co. Ltd.. and Sino Great Wall, Victor Onward Holdings should obtain the letter of approval 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 Onward Holdings due to the absence of creditor’s Union consent, the company or the third party Cash March Strict Development appointed by the company is in charge of Long-t compe 19,201 perfo Group Co., paying off debts or reaching agreement on the erm nsation 5 rming Ltd 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 18 Sino Great Wall Co., Ltd. The First Quarterly Report 2017 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 Shenzhen Victor Onward Textile Industrial Co., Ltd. The Third Quarterly Report 2015. 25 employees, employees awaiting job assignments, retired employees, retained employees with suspend salary, transferred employees, and temporary employees, etc) will be transferred to the company or the third party appointed by the company. Compensations or related matters (if any) due to the termination of labor relationship in advance with Victor 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. 1.Guarantee that interest will be transferred to other units or individuals which are with All directors Strict Fill compensation or without fair conditions, July Long-t of the perfo returns neither other ways which are harmful to the 7,2016 erm company rming Company’s interest will be adopted;2.Guarantee restraint conduction for 19 Sino Great Wall Co., Ltd. The First Quarterly Report 2017 the duty consuming behavior of directors and senior managers;3.Guarantee that no capital of the Company will be employed for engaging in investment or consumption which are not involved with duty performance;4.Guarantee that the compensation system formulated by the board of director or Compensation and Assessment Committee is linked with the exertion situation of the Company’s return filling solution;5. Shall stock incentive mechanism subsequently be introduced by the Company, the exertion condition of the Company’s stock incentive mechanism which is intended to be published is guaranteed to be linked with the exertion situation of the Company’s return filling solution;6.When stock incentive mechanism is intended to be carried out subsequently , I promise, within the legal range, to prompt the exertion condition of the Company’s stock incentive mechanism which is intended to publish is guaranteed to be linked with the exertion situation of the Company’s return filling solution;7. I promise the commitments above will be fulfilled strictly, and guarantee actual fulfillment for the Company’s return filling solution. Shall any commitments be violated or be refused to fulfill by me, I will fulfill corresponding obligations of explanation and apology according to relevant regulations of Guidance on First Issue, Refinancing, Major Asset Reorganization and Dilution for Return at Sight by CSRC, and will approve the supervision measures or self-discipline supervision measures made by CSRC, SZSE and China Association for Public Companies. Any losses occurred upon he Company or the shareholders, I am willing to undertake the responsibility for corresponding compensation in accordance with laws. Guarantee that no operating management will Strict Chen Lue, He Fill July Long-t be intervened with exceeded authority, and no perfo Feiyan returns 7,2016 erm interest of the Company will be expropriated. rming 20 Sino Great Wall Co., Ltd. The First Quarterly Report 2017 Commitments make in initial public No No No No No offering or re-financing Equity incentive commitment No No No No No Other commitments for medium and No No No No No small shareholders Completed on time(Y/N) Yes If the commitments is not fulfilled on time, shall explain the specify reason Nil and the next work plan IV.Prediction of Business performance for January- June 2017 Estimation of accumulative net profit from the beginning of the year to the end of next report period to be loss probably or the warning of its material change compared with the corresponding period of the last year and explanation of reason. √Applicable□ Not applicable V. Investment in securities □ Applicable √ Not applicable No securities investment in period. VI. Investments in derivatives □ Applicable √ Not applicable There is no derivative investment during the report period. VII. The registration form of acceptance of investigation, communication and interview in the report period for future reference √Applicable□ Not applicable 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 January 9,2017 Onsite investigation Organization International Engineering Co., Ltd: Record of the investors relations activities on January 9, 2017. The interactive relation with the January 12,2017 Onsite investigation Organization investors on Shenzhen Stock Exchange platform about Sino Great Wall 21 Sino Great Wall Co., Ltd. The First Quarterly Report 2017 International Engineering Co., Ltd: Record of the investors relations activities on January 12, 2017. The interactive relation with the investors on Shenzhen Stock Exchange platform about Sino Great Wall February 21,2017 Onsite investigation Organization International Engineering Co., Ltd: Record of the investors relations activities on February 21, 2017. The interactive relation with the investors on Shenzhen Stock Exchange platform about Sino Great Wall February 22,2017 Onsite investigation Organization International Engineering Co., Ltd: Record of the investors relations activities on February 22, 2017. 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 2017 IV. Financial Statement I. Financial statement 1. Consolidated balance sheet Prepared by:Sino Great Wall Co., Ltd. March 31,2017 In RMB Items At the end of term Beginning of term Current asset: Monetary fund 957,582,764.53 1,340,815,821.83 Settlement provision Outgoing call loan Financial assets measured at fair value with variations accounted into current income account Derivative financial assets Bill receivable 1,062,381,522.43 1,074,390,642.58 Account receivable 4,114,754,709.64 3,725,170,208.31 Prepayments 370,664,511.90 319,206,798.63 Insurance receivable Reinsurance receivable Provisions of Reinsurance contracts receivable Interest receivable Dividend receivable Other account receivable 1,025,746,055.75 651,012,132.91 Repurchasing of financial assets Inventories 215,927,364.32 332,904,930.36 Assets held for sales Non-current asset due in 1 year 10,169,455.41 13,462,942.89 Other current asset 8,496,431.47 35,450,194.47 Total of current assets 7,765,722,815.45 7,492,413,671.98 23 Sino Great Wall Co., Ltd. The First Quarterly Report 2017 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 124,689,136.11 128,483,747.74 Construction in progress Engineering material Fixed asset disposal Production physical assets Gas & petrol Intangible assets 105,365,266.74 106,203,443.55 R & D petrol Goodwill 58,874,144.78 58,874,144.78 Long-germ expenses to be amortized 6,589,329.68 7,003,035.94 Deferred income tax asset 76,374,727.80 76,298,659.34 Other non-current asset 205,035,888.14 116,902,258.30 Total of non-current assets 576,928,493.25 493,765,289.65 Total of assets 8,342,651,308.70 7,986,178,961.63 Current liabilities Short-term loans 2,138,312,966.11 1,966,058,357.59 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 685,415,255.54 706,883,375.54 Account payable 1,323,637,005.15 1,313,948,990.25 Advance payment 587,670,536.70 573,784,072.58 Selling of repurchased financial assets 24 Sino Great Wall Co., Ltd. The First Quarterly Report 2017 Fees and commissions receivable Employees’ wage payable 14,141,317.41 18,797,546.69 Tax payable 327,416,995.02 313,483,669.78 Interest payable 8,531,323.25 6,428,493.55 Dividend payable Other account payable 170,974,296.30 222,414,975.01 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 175,193,482.08 175,958,998.04 Other current liability 30,382,980.72 Total of current liability 5,431,293,177.56 5,328,141,459.75 Non-current liabilities: Long-term loan 865,289,144.54 786,858,878.82 Bond payable 100,000,000.00 Including:preferred stock Sustainable debt Long-term payable Long-term payable employees’s remuneration Special payable Expected liabilities 107,915.07 13,225,861.70 Deferred income Deferred income tax liability 26,991,479.02 27,469,888.77 Other non-current liabilities Total non-current liabilities 992,388,538.63 827,554,629.29 Total of liability 6,423,681,716.19 6,155,696,089.04 Owners’ equity Share capital 1,698,245,011.00 1,698,245,011.00 Other equity instrument Including:preferred stock Sustainable debt 25 Sino Great Wall Co., Ltd. The First Quarterly Report 2017 Capital reserves -1,299,349,701.74 -1,299,349,701.74 Less:Shares in stock Other comprehensive income Special reserves 54,610,346.75 65,687,868.14 Surplus reserves 84,555,835.23 84,394,441.23 Common risk provision Undistributed profit 1,328,129,217.10 1,228,970,498.86 Total of owner’s equity belong to the 1,866,190,708.34 1,777,948,117.49 parent company Minority shareholders’ equity 52,778,884.17 52,534,755.10 Total of owners’ equity 1,918,969,592.51 1,830,482,872.59 Total of liabilities and owners’ equity 8,342,651,308.70 7,986,178,961.63 Legal Representative: Chen Lue Person in charge of accounting:Cui Hongli Accounting Dept Leader: Xian Zhijjuan 2.Parent Company Balance Sheet In RMB Items At the end of term Beginning of term Current asset: Monetary fund 92,775,897.12 168,691,344.34 Financial assets measured at fair value with variations accounted into current income account Derivative financial assets Bill receivable Account receivable 6,346.00 Prepayments 1,005,369.80 1,000,000.00 Interest receivable Dividend receivable Other account receivable 1,721,327,356.49 1,672,200,041.98 Inventories Assets held for sales Non-current asset due in 1 year Other current asset 1,453,405.29 1,404,744.25 Total of current assets 1,816,562,028.70 1,843,302,476.57 26 Sino Great Wall Co., Ltd. The First Quarterly Report 2017 Non-current assets: Disposable financial asset Expired investment in possess Long-term receivable Long term share equity investment 3,181,451,536.66 3,176,451,536.66 Property investment Fixed assets 69,118.25 4,121.50 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 294,498.41 336,569.60 Deferred income tax asset Other non-current asset 134,035,100.00 48,960,000.00 Total of non-current assets 3,315,850,253.32 3,225,752,227.76 Total of assets 5,132,412,282.02 5,069,054,704.33 Current liabilities Short-term loans 980,000,000.00 980,000,000.00 Financial liabilities measured at fair value with variations accounted into 68,000,000.00 68,000,000.00 current income account Derivative financial liabilities Bill payable Account payable Advance payment Employees’ wage payable 557,705.50 701,792.11 Tax payable 96,955,315.74 97,085,106.00 Interest payable 7,462,777.78 5,150,639.24 Dividend payable Other account payable 5,064,568.86 13,252,762.06 Classified as held for sale debt 27 Sino Great Wall Co., Ltd. The First Quarterly Report 2017 Non-current liability due in 1 year Other current liability Total of current liability 1,158,040,367.88 1,164,190,299.41 Non-current liabilities: Long-term loan 700,000,000.00 700,000,000.00 Bond payable 100,000,000.00 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 800,000,000.00 700,000,000.00 Total of liability 1,958,040,367.88 1,864,190,299.41 Owners’ equity Share capital 1,698,245,011.00 1,698,245,011.00 Other equity instrument Including:preferred stock Sustainable debt Capital reserves 1,237,956,472.37 1,237,956,472.37 Less:Shares in stock Other comprehensive income Special reserves Surplus reserves 26,309,287.00 26,309,287.00 Undistributed profit 211,861,143.77 242,353,634.55 Total of owners’ equity 3,174,371,914.14 3,204,864,404.92 Total of liabilities and owners’ equity 5,132,412,282.02 5,069,054,704.33 3.Consolidated Income statement In RMB Items Amount in this period Amount in last period 28 Sino Great Wall Co., Ltd. The First Quarterly Report 2017 I. Income from the key business 1,059,865,573.83 924,667,155.55 Incl:Business income 1,059,865,573.83 924,667,155.55 Interest income Insurance fee earned Fee and commission received II. Total business cost 935,317,023.20 829,822,766.63 Incl:Business cost 792,699,521.00 725,086,112.57 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 654,554.35 15,324,842.63 Sales expense 5,524,280.43 2,429,168.94 Administrative expense 65,256,604.52 42,252,271.83 Financial expenses 49,367,053.47 14,979,885.12 Asset impairment loss 21,815,009.43 29,750,485.54 Add:Gains from change of fir value 10,531.28 (“-”for loss) Investment gain(“-”for loss) Incl: investment gains from affiliates Gains from currency exchange(“-”for loss) III. Operational profit(“-”for loss) 124,548,550.63 94,854,920.20 Add :Non-operational income 7,714.78 Including:Income from disposal of non-current assets Less:Non business expenses 377,750.50 Incl:Loss from disposal of non-current assets IV.Total profit(“-”for loss) 124,178,514.91 94,854,920.20 Less:Income tax expenses 24,934,478.63 18,875,632.10 V. Net profit 99,244,036.28 75,979,288.10 29 Sino Great Wall Co., Ltd. The First Quarterly Report 2017 Net profit attributable to the owners of 99,029,586.64 76,587,282.98 parent company Minority shareholders’ equity 214,449.64 -607,994.88 VI. Other comprehensive income Net of profit of other comprehensive inco me attributable to owners of the parent co mpany. (I)Other comprehensive income items that will not be reclassified into gains/losses in the subsequent accounting period 1.Re-measurement of defined benefit pla ns of changes in net debt or net assets 2.Other comprehensive income under the equity method investee can not be reclass ified into profit or loss. (II) Other comprehensive income that will be reclassified into profit or loss. 1.Other comprehensive income under the equity method investee can be reclassifie d into profit or loss. 2.Gains and losses from changes in fair v alue available for sale financial assets 3.Held-to-maturity investments reclassifi ed to gains and losses of available for sal e financial assets 4.The effective portion of cash flow hedg es and losses 5.Translation differences in currency fina ncial statements 6.Other Net of profit of other comprehensive inco me attributable to Minority shareholders’ equity VII. Total comprehensive income 99,244,036.28 75,979,288.10 Total comprehensive income attributable 99,029,586.64 76,587,282.98 to the owner of the parent company 30 Sino Great Wall Co., Ltd. The First Quarterly Report 2017 Total comprehensive income 214,449.64 -607,994.88 attributable minority shareholders VIII. Earnings per share (I)Basic earnings per share 0.0583 0.1714 (II)Diluted earnings per share 0.0583 0.1714 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: Xian Zhijjuan 4. Income statement of the Parent Company In RMB Items Amount in this period Amount in last period I. Income from the key business 52,513.51 63,540.00 Less:Business cost 1,482.50 0.00 Business tax and surcharge 34,225.74 Sales expense Administrative expense 4,263,917.99 3,778,977.94 Financial expenses 26,301,162.18 5,615,092.65 Asset impairment loss -55,784.12 -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) -30,492,490.78 -9,328,999.89 Add :Non-operational income Including:Income from disposal of non-current assets Less:Non business expenses Incl:Loss from disposal of non-current assets III.Total profit(“-”for loss) -30,492,490.78 -9,328,999.89 Less:Income tax expenses IV. Net profit(“-”for net loss) -30,492,490.78 -9,328,999.89 V.Net of profit of other comprehensive i ncome 31 Sino Great Wall Co., Ltd. The First Quarterly Report 2017 (I)Other comprehensive income items that will not be reclassified into gains/losses in the subsequent accounting period 1.Re-measurement of defined benefit pl ans of changes in net debt or net assets 2.Other comprehensive income under th e equity method investee can not be recl assified into profit or loss. ( II ) Other comprehensive income that will b e reclassified into profit or loss. 1.Other comprehensive income under th e equity method investee can be reclassi fied into profit or loss. 2.Gains and losses from changes in fair value available for sale financial assets 3.Held-to-maturity investments reclassif ied to gains and losses of available for s ale financial assets 4.The effective portion of cash flow hed ges and losses 5.Translation differences in currency fin ancial statements 6.Other VI. Total comprehensive income -30,492,490.78 -9,328,999.89 VII. Earnings per share: (I)Basic earnings per share (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 726,566,936.82 520,278,123.47 rending of services 32 Sino Great Wall Co., Ltd. The First Quarterly Report 2017 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 599,944,718.26 623,823,935.88 operation Sub-total of cash inflow 1,326,511,655.08 1,144,102,059.35 Cash paid for purchasing of 760,452,839.85 556,084,798.41 merchandise and services 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 82,485,393.58 48,399,981.65 Taxes paid 38,025,760.71 28,333,891.29 Other cash paid for business activities 892,694,877.20 830,256,141.01 Sub-total of cash outflow from 1,773,658,871.34 1,463,074,812.36 33 Sino Great Wall Co., Ltd. The First Quarterly Report 2017 business activities Cash flow generated by business -447,147,216.26 -318,972,753.01 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 12,260,585.87 long-term assets Cash paid as investment Net increase of loan against pledge Net cash received from subsidiaries 85,075,100.00 and other operational units Other cash paid for investment activities Sub-total of cash outflow due to 97,335,685.87 investment activities Net cash flow generated by investment -97,335,685.87 III.Cash flow generated by financing Cash received as investment Incl: Cash received as investment from minor shareholders Cash received as loans 923,800,000.00 744,000,000.00 Cash received from bond placing Other financing –related ash received Sub-total of cash inflow from financing 923,800,000.00 744,000,000.00 activities Cash to repay debts 706,432,013.86 181,766,458.58 34 Sino Great Wall Co., Ltd. The First Quarterly Report 2017 Cash paid as dividend, profit, or 34,700,377.59 11,329,317.49 interests Incl: Dividend and profit paid by subsidiaries to minor shareholders Other cash paid for financing activities 144,808,136.00 Sub-total of cash outflow due to 741,132,391.45 337,903,912.07 financing activities Net cash flow generated by financing 182,667,608.55 406,096,087.93 IV. Influence of exchange rate alternation on cash and cash equivalents V.Net increase of cash and cash -361,815,293.58 87,123,334.92 equivalents Add: balance of cash and cash 934,607,672.48 582,745,756.81 equivalents at the beginning of term VI ..Balance of cash and cash 572,792,378.90 669,869,091.73 equivalents at the end of term 6. Cash Flow Statement of the Parent Company In RMB Items Amount in this period Amount in last period I.Cash flows from operating activities Cash received from sales of goods or 63,270.00 77,390.00 rending of services Tax returned Other cash received from business 1,238,183,948.95 266,261,121.80 operation Sub-total of cash inflow 1,238,247,218.95 266,338,511.80 Cash paid for purchasing of merchandise and services Cash paid to staffs or paid for staffs 110,918.07 Taxes paid 113,130.96 258,400.59 Other cash paid for business activities 1,299,611,397.14 652,575,425.78 Sub-total of cash outflow from 1,299,835,446.17 652,833,826.37 business activities Cash flow generated by business -61,588,227.22 -386,495,314.57 operation, net 35 Sino Great Wall Co., Ltd. The First Quarterly Report 2017 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 65,440.00 and other long-term assets Cash paid as investment Net cash received from subsidiaries 90,075,100.00 and other operational units Other cash paid for investment activities Sub-total of cash outflow due to 90,140,540.00 investment activities Net cash flow generated by investment -90,140,540.00 III.Cash flow generated by financing Cash received as investment Cash received as loans 569,800,000.00 500,000,000.00 Cash received from bond placing Other financing –related ash received Sub-total of cash inflow from 569,800,000.00 500,000,000.00 financing activities Cash to repay debts 470,000,000.00 Cash paid as dividend, profit, or 23,986,680.00 3,465,612.98 interests Other cash paid for financing activities Sub-total of cash outflow due to 493,986,680.00 3,465,612.98 financing activities Net cash flow generated by financing 75,813,320.00 496,534,387.02 36 Sino Great Wall Co., Ltd. The First Quarterly Report 2017 IV. Influence of exchange rate alternation on cash and cash equivalents V.Net increase of cash and cash -75,915,447.22 110,039,072.45 equivalents Add: balance of cash and cash 168,691,344.34 239,145,251.31 equivalents at the beginning of term VI ..Balance of cash and cash 92,775,897.12 349,184,323.76 equivalents at the end of term II. Auditor’ report Is the First Quarterly Report be audited? □ Yes √No 37