Sino Great Wall Co., Ltd. The Third Quarterly Report 2017
Stock code: 000018 ,200018 Stock ID : Sino Great Wall ,Sino B Announcement No. 2017-093
Sino Great Wall Co., Ltd.
The Third Quarterly Report 2017
October 2017
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Sino Great Wall Co., Ltd. The Third 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, Mr.Tang Xianyong, Chief financial officer and the Mr. Tang
Xianyong, 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 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
As at the end of the reporting Changed （%）over end of
As at the end of last year
period prev. year
Gross assets（RMB） 10,495,996,015.27 7,986,178,961.63 31.43%
Net assets attributable to the
shareholders of the listed company 2,042,777,869.59 1,777,948,117.49 14.90%
（RMB）
Increase/decrease over Between beginning of
Changed （%）over
Reporting period the same period of last the year to the end of
end of prev. year
year（%） the report period
Operating income（RMB） 1,660,125,169.52 29.70% 4,685,207,526.32 44.89%
Net profit attributable to the
shareholders of the listed company 141,854,355.89 40.64% 410,460,805.92 35.39%
（RMB）
Net profit after deducting of
non-recurring gain/loss attributable
141,971,594.58 40.84% 406,874,430.74 43.62%
to the shareholders of listed
company（RMB）
Cash flow generated by business
-- -- -785,444,322.16 53.42%
operation, net（RMB）
Basic earning per
0.0835 41.05% 0.2417 35.41%
share(RMB/Share)
Diluted gains per
0.0835 41.05% 0.2417 35.41%
share(RMB/Share)(RMB/Share)
Weighted average income/asset
7.09% 0.66% 21.49% 0.54%
ratio（%）
Items and amount of non-current gains and losses
√ Applicable □Not applicable
In RMB
Amount from beginning of
Items the year to the end of the Notes
report period
Non-current asset disposal gain/loss(including the write-off part -24,916.50
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Sino Great Wall Co., Ltd. The Third Quarterly Report 2017
for which assets impairment provision is made)
Govemment subsidy recognized in current gain and Mainly is the posts stabilization
loss(excluding those closely related to the Company’s business 292,876.71 subsidy of the Social Insurance
and granted under the state’s policies) Management Center
Non-operating income and expense other than the above 3,931,544.43
Less: Amount of influence of income tax 613,129.46
Total 3,586,375.18 --
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 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
73,285 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 455,260,594
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
Domestic Non-
Huatai Securities
State-owned legal 1.75% 29,792,520 0
Co., Ltd.
person
Rich Crown
Foreign legal
Investment Co., 1.37% 23,235,313 0
person
Ltd.
China Domestic Non-
International State-owned legal 1.18% 19,955,594 0
Finance Co., Ltd. person
Bank of China－
Fortis Income Other 0.98% 16,558,178 0
Growth Securities
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Sino Great Wall Co., Ltd. The Third Quarterly Report 2017
Investment Fund
Domestic Non-
Qinghai Heyi
State-owned legal 0.79% 13,357,084 0 Pledge 13,357,000
Mining Co.,Ltd/
person
Shares held by the Top 10 Shareholders of Non-restricted 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
RMB Common
Huatai Securities Co., Ltd. 29,792,520 29,792,520
shares
Foreign shares
placed in
Rich Crown Investment Co., Ltd. 23,235,313 23,235,313
domestic
exchange
China International Finance Co., RMB Common
19,955,594 19,955,594
Ltd. shares
Bank of China－Fortis Income RMB Common
16,558,178 16,558,178
Growth Securities Investment Fund shares
RMB Common
Qinghai Heyi Mining Co.,Ltd/ 13,357,084 13,357,084
shares
RMB Common
Huang Huaian 10,115,000 10,115,000
shares
RMB Common
Cai Yu 9,000,000 9,000,000
shares
National Trust Co., Ltd.－No.2 RMB Common
8,270,000 8,270,000
Jinhui Capital Trust Plan 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.
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
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Sino Great Wall Co., Ltd. The Third Quarterly Report 2017
buy-back agreement dealing in reporting period.
□ Yes √ No
The top ten common shareholders or top ten common shareholders with un-restrict shares held of the Company
have no buy –back agreement dealing in reporting period.
2.Total number of preferred shareholders and shareholding of top 10 preferred shareholders by the end of
the report period
□ Applicable √Not applicable
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Sino Great Wall Co., Ltd. The Third Quarterly Report 2017
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
Items
(RMB) previous year(RMB) (%)
Mainly due to the smooth progress of large
projects and the increase in project income
Account receivable 5,072,793,851.05 3,725,170,208.31 36.18%
and the not-yet-collection money during the
reporting period
Mainly due to the project guarantee money
Other receivable 1,338,430,519.20 651,012,132.91 105.59% and the increase in the come-and-go
money.
Mainly due to the office buildings
Non-current
5,338,999.34 13,462,942.89 -60.34% decoration and the reduction in the
asset due in 1 year
amortization of overseas guarantees.
Mainly due to the decrease in VAT pending
Other current
14,823,673.44 35,450,194.47 -58.18% deduction special invoice during the
asset
reporting period.
Mainly due to the construction of
Construction in intelligent housing, ecological housing R &
4,963,483.90 100.00%
progress D center and production base and the tower
crane installation of overseas project.
Long-germ Mainly due to the office buildings
expenses to be 4,105,972.90 7,003,035.93 -41.37% decoration and the reduction in the
amortized amortization of overseas guarantees.
Mainly due to the increase of PPP project
Other non-current
670,010,987.00 116,902,258.30 473.14% companies and the increase of investment
asset
of the company.
Short-term bank Mainly due to the increase in bank
3,106,375,280.98 1,966,058,357.59 58.00%
loan facilities borrowings in the current period.
Non-current
Mainly due to the reclassification of
liability due in 1 905,589,321.63 175,958,998.04 414.66%
long-term borrowings due within one year.
year
mainly due to the new construction project
Specialized reserve 99,340,271.80 65,687,868.14 51.23%
to carry out the safety reserve.
Mainly due to the increase in profits of the
Minority interests 69,030,645.96 52,534,755.10 31.40% non-wholly owned subsidiary-Sino Great
Wall Construction.
Mainly due to the increase in the revenue
Business income 4,685,207,526.32 3,233,597,223.19 44.89%
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Sino Great Wall Co., Ltd. The Third Quarterly Report 2017
caused by the increase of domestic PPP
projects and general contracting projects.
Mainly due to the increase in revenue
Business cost 3,657,257,165.36 2,452,777,768.51 49.11%
during the reporting period.
Business tax and Mainly due to the business tax replaced by
2,386,723.94 9,029,321.48 -73.57%
surcharge VAT.
Financial Mainly due to the increase in bank
174,158,944.01 106,481,367.68 63.56%
expenses borrowings.
Net cash flow Mainly due to the smooth progress of the
generated by -785,444,322.16 -1,686,338,825.47 53.42% project business and the good money
business operation, collection.
Net cash flow Mainly due to the increase of PPP project
generated by -606,720,595.95 -255,555,028.00 -137.41% companies and the increase of investment
investment of the company.
Influence of
exchange rate
Mainly due to changes in foreign currency
alternation on cash -8,154,660.05 1,569,103.98 -619.70%
against the RMB exchange rate.
and cash
equivalents
II. The progress of significant events and influence, as well as the analysis and explanation on resolving
proposal
√ Applicable □ Not applicable
On July 7, 2016, At the 10th board meeting of the 7th session board of directors held by the company, the
Proposal about Sino Great Wall Co.,Ltd's Non-public Issuance of A Share was examined and approved, planning
to issue shares to Sino Great Wall (Beijing) Investment Co., Ltd, Beijing An'ben Helath-care Investment Holdings
Co.,Ltd and Mr. Zheng Jihua with the raising money of RMB 2.5 billion. On October 14, 2016, CSRC accepted
the company's application of Non-public Issuance of Shares.
On February 16,2017, At the 16th board meeting of the 7th session board of directors held by the company,
the Proposal about Adjusting the Non-public Share Issuance Plan of the Company was examined and approved,
with the total amount of raising money adjusted to be RMB 900 million.
On March 22,2017, The company's application of non-public A-share issuance had been examined and
approved by the Issuance Examination Commission of CSRC. On July 21, 2017, the company received the
Approval for Sino Great Wall Co.,Ltd's Non-public Share Issuance by CSRC (No. 1145-2017 CSRC Permission).
The company's board of directors will, in accordance with the relevant laws and regulations, the requirement of
the above-said approval document and the authorization of the company's shareholders' general meeting, handle
the relevant matters of this non-public share issuance within the stipulated term and fulfill the obligation of
information disclosure in a timely manner.
Description of the website for
Overview of material matters Date of disclosing disclosing provisional
announcements
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Sino Great Wall Co., Ltd. The Third Quarterly Report 2017
Announcement on the Official Document
of Approval of Non-public Share Issuance July 24,2017 http://www.cninfo.com.cn
by CSRC.
III．The commitments of the Company and its shareholders holding over 5% of the Company’s total shares
in the report year of extending to the report year from previous year.
√ Applicable □ Not applicable
Commitment Commitment Type Contents Time of Period of Fulfillme
maker making commitme nt
commitment nt
Commitment on
No No No No
share reform
Commitment in
the acquisition
report or the No No No No
report on equity
changes
Commitments in Chen Lue, He Share lock Shares acquired by purchases of assets through March 36 months Strict
assets Feiyan issuing shares: “I will not transfer the new 19,2015 perfo
reorganization shares of Victor Onward Holdings acquired rming
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 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
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Sino Great Wall Co., Ltd. The Third Quarterly Report 2017
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.
Chen Lue Share lock Shares acquired by matching funds raised: “I March 36 months Strict
will not transfer the new shares of Victor 19,2015 perfo
Onward Holdings acquired through this issuing rming
by any way, including but not limited to the
public 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.
Chen Lue There is Up to the issue day of the letter, I and other March Long-term Strict
no funds corporations controlled by me haven’t 19,2015 perfo
occupied possessed funds of Sino Great Wall; After the rming
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 Sino
Great Wall, which has nothing to do with
normal operations. If Sino Great Wall got
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.
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Sino Great Wall Co., Ltd. The Third Quarterly Report 2017
Meanwhile, I will actively urge Sino Great Wall
to establish complete inner control system and
funds management system within lawful
authority.
Chen Lue Cash In view of the fact that the houses rented by March Long term Strict
comp Sino Great Wall and it’s son subsidiaries, 19,2015 perfo
ensati on subsidiaries, haven’t rental registration, I rming
promise, if Sino Great Wall and its son
subsidiaries, subsidiaries, were penalized by
real estate management department or suffered
other losses resulting from it, I agree to
compensate the loss of the company by cash.
Chen Lue Cash During the reporting period, the project which March Long term Strict
comp Sino Great Wall is involved in is the decoration 19,2015 perfo
ensation engineering construction project of Libo Grand rming
Hotel (hereinafter referred to as “Libo project”)
which the company contracted before the
bidding process. Sino Great Wall is not
involved in any other projects except for Libo
project before bidding process. As to the
violating issues existed in the Libo project, I
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.
Chen Lue Cash 1. Up to October 13th,2014, the related March Long term Strict
comp expenses of the litigation and arbitration cases, 19,2015 perfo
ensation including the actual price, compensation, rming
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, exceed the
amount of liabilities which recognized in the
“Audit Report” made for Sino Great Wall by
Ruihua CPA (Special Ordinary Partnership) on
the basis of the audit base day of July 31st,
2014, I promise to bear the balance by cash
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Sino Great Wall Co., Ltd. The Third Quarterly Report 2017
unconditionally so as to guarantee the
parent-subsidiaries of Sino Great Wall won’t
suffer any loss. 2. This commitment letter is
irrevocable.
Chen Lue Cash 1. On condition that ownership defect exists in March Long term Strict
comp the lease of house property of parent-subsidiary 19,2015 perfo
ensation companies of Sino Great Wall and its subsidiary rming
corporation, which resulted in inability for
parent-subsidiary companies of Sino Great Wall
and its subsidiary corporation to continue
leasing this house property but having to
relocate, or parent-subsidiary companies of
Sino Great Wall and its subsidiary corporation
can’t timely find suitable workplace for lawful
operation in related area, I will undertake to
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.
Chen Lue Cash “In condition that parent-subsidiary companies March Long term Strict
comp of Sino Great Wall or its son subsidiary haven’t 19,2015 perfo
ensation paid social security or housing fund for staff rming
according to law, which resulted in any losses to
Sino Great Wall , including the competent
authorities’ requirement for Sino Great Wall or
its subsidiary to make supplementary payment,
to be punished and resourced, I will bear by
full-amount cash for the fee of supplemental
payment and the expense and fee for being
punished or resourced, which is to guarantee
Sino Great Wall and its subsidiary to avoid
suffering.
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Sino Great Wall Co., Ltd. The Third Quarterly Report 2017
Chen Lue Cash “At present, Suzhou Lvbang has possessed one March Long term Strict
comp state-own land use right, of which the land 19,2015 perfo
ensation certificate is Suzhou Guo Yong(2014) rming
No.Y2014086”, locates in Danan Village,
Dadian Town, Yongqiao District, Suzhou City
with 32,966 square meters of area and the
purpose for industry. Suzhou Lvbang possesses
its own factory with 9,843.87 square meters of
area above-mentioned, which is the building
reserved on the former selling land. Suzhou
Lvbang is carrying out refurnishing and
reconstruction for this factory and has acquired
“License of Construction Land Planning ”with
No.2014-08-001 approved and issued by
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 Wand Suzhou
Lvbang for this matter. ”
Chen Lue Cash “According to the “Agreement of Significant March Long term Strict
comp Asset Replacement and Issue of Share to Buy 19,2015 perfo
ensation Asset”(hereinafter referred to as “Agreement”) rming
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
14
Sino Great Wall Co., Ltd. The Third Quarterly Report 2017
to Victor Onward Holdings in reason of the
liability transfer of asset delivery, personnel
placement, unsettled dispute or controversy and
other compensation related to place-out asset,
payment obligation and punishment, Union
Group or the specified third party shall
sufficiently compensate all losses for Victor
Onward Holdings for the above matters. I
undertake, if Union Group and the specified
third party refuse to compensate the losses
caused by the above mentioned matters for
Victor Onward Holdings according to
the“ Agreement”, I will compensate by cash for
the Victor Onward Company within 5 working
day in advance. Meanwhile, I will reserve the
resource rights for Union Group and the
specified third party.
Chen Lue, He Perfor According to“ Agreement of Shenzhen Victor May Long term Strict
Feiyan mance Onward Textile Industrial Co., Ltd., Chen Lve 11,2015 perfo
comm and He Feiyan Concerning on Performance rming
itment Compensation” and its supplemental
agreement , Chen Lve’s promised Sino Great
Wall that the net profit deducted by incidental
losses and attributable to the parent companies’
owners after 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 net profit mentioned
above , Chen Lve and He Feiyan will
compensate for listed company in accordance
with “Performance Compensation Agreement”
and its supplemental agreement.
Indep 1. This reorganization is planned to place in September3 Long term Strict
enden ce, asset. At present, complete separation has 0,2015 perfo
competitio existed between me or other enterprises under rming
n in the my possession (if any) and the listed company
Chen same in staff, asset, finance, institution and business
Lue ,He industry of Sino Great Wall. Independence exists in both
Feiyan staff, asset, finance, institution and business and
no confusion exists. 2. I undertake, after this
reorganization, to ensure the continued
complete separation between me or other
enterprises under my possession(if any) and the
15
Sino Great Wall Co., Ltd. The Third Quarterly Report 2017
listed company in staff, asset, finance,
institution and business, sustaining the
independence in the listed company’s staff,
asset, finance, institution and business, as
follows: (1).The Ensurance of Independence for
Listed Company’s Personnel Ensure that the
general manager, the vice-general manger, the
chief financial officer, the board secretary and
the senior executives of the Company only
accept salary in listed company, including no
holding of any post except director and
supervisor in my enterprise or other enterprises
under my possession. 2.Ensure the complete
independence exists among the listed
company’s labor, personnel, and salary
management and me. 3. The director,
supervisor, general manager and other senior
executives recommended by me have all been
through the legal procedures, and I will not
intervene the company’s board and the
shareholder’s decision for appointing and
dismissing personnel by exercising official
power. (2)The Ensurance of the Asset
Independence of Listed Company 1.Ensure that
the listed company possesses business system
related to operation and the relevant
completely-independent asset. 2.Ensure that no
occupation of mine exists in capitals and assets
of the listed company. 3.The Ensurance of the
Financial Independence of Listed Company
1.Ensure that the independent finance
department and the independent
financialcalculating 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
16
Sino Great Wall Co., Ltd. The Third Quarterly Report 2017
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 obligation of
disclosing information according to relevant
laws and regulations and normative document "
Relate “1.Before this reorganization, the fairness and March Long term Strict
transa reasonableness of pricing and the legitimacy 19,2015 perfo
ctions and effectiveness of decision-making procedure rming
exist in the transaction(if any) between me or
Chen
the enterprise under my possession(if any) and
Lue ,He
Sino Great Wall which is planned to place asset
Feiyan
in, no related transaction with obvious
unfairness exists ; 2.After this reorganization, I
or the enterprise under my possession will avoid
and reduce the related transaction with listed
17
Sino Great Wall Co., Ltd. The Third Quarterly Report 2017
company as much as possible. As for any
unavoidable or reasonable related transaction, I
or the enterprise under my possession will sign
the agreement according to laws and fulfill the
lawful procedure, and fulfill relevant approval
procedure for internal decision-making and
timely fulfill the obligation of disclosing
information according to law, following
relevant laws, regulations, other normative
documents and articles of listed company,
which is to guarantee the fairness and
reasonableness in related transaction pricing, to
guarantee the fairness of transaction condition
and to guarantee not to utilize the related
transaction to illegally transfer the capital and
profit of listed company, and not to utilize this
transaction to engage in any behaviors which
will cause any losses to listed company or other
shareholder’s legitimate rights. Once I violate
the above promises and cause losses to the
listed company, I will compensate the listed
company for the losses caused by the this
matter.
Union Income During the assets reorganization, the house March Long term Strict
Development disposal property and land without property certificate in 19,2015 perfo
Group Co., the disposed assets within the plant area of rming
Ltd 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 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
18
Sino Great Wall Co., Ltd. The Third Quarterly Report 2017
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
Union Cash According to the Term 5.5.3 of Agreement on March Long term Strict
Development comp Major Asset Replacement and Asset Purchase 19,2015 perfo
Group Co., ensation Through Issuing Shares (hereinafter referred to rming
Ltd 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’sconsent, 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
19
Sino Great Wall Co., Ltd. The Third Quarterly Report 2017
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, potential debts,
payment obligations and penalties, the company
or the third party appointed by the company
will fully compensate for the losses of Victor
Onward Holdings due to the above-mentioned
matters based on the Agreement in cash.
Commitments All directors Fill 1.Guarantee that interest will be transferred to July 7,2016 Long-term Strict
20
Sino Great Wall Co., Ltd. The Third Quarterly Report 2017
made upon of the returns other units or individuals which are with performin
issuance company compensation or without fair conditions, neither g
other ways which are harmful to the Company’s
interest will be adopted;2.Guarantee restraint
conduction for 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.
21
Sino Great Wall Co., Ltd. The Third Quarterly Report 2017
Guarantee that no operating management will Strict
Chen Lue, He Fill
be intervened with exceeded authority, and no July 7,2016 Long-term performin
Feiyan returns
interest of the Company will be expropriated. g
Equity incentive
No No No No No
commitment
Other
commitments for
No No No No No
medium and small
shareholders
Completed on
Yes
time(Y/N)
If the
commitments is
not fulfilled on
time, shall explain Nil
the specify reason
and the next work
plan
IV．Prediction of Business performance for 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
22
Sino Great Wall Co., Ltd. The Third Quarterly Report 2017
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. 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
August 24,2017 Onsite investigation Organization
International Engineering Co., Ltd:
Record of the investors relations
activities on August 24, 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
X. Implementation of the social Responsibility of taking targeted measures to alleviate poverty in light of
local Conditions.
In The report third quarter, the company neither carried out the work of taking targeted measures to alleviate
poverty in light of local conditions nor has such a plan.
23
