Sino Great Wall Co., Ltd. The Third Quarterly Report 2017 Sino Great Wall Co., Ltd. The Third Quarterly Report 2017 October 2017 1 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 . 2 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 3 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. 4 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 5 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 6 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 7 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% 8 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 9 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 Fulfillment maker making commitme commitment nt Commitment on No No No No share reform Commitment in No No No No the acquisition report or the report on equity changes Commitments in Chen Lue, He Share lock Shares acquired by purchases of assets through March 36 months Strict perfo assets Feiyan issuing shares: “I will not transfer the new 19,2015 rming reorganization shares of Victor Onward Holdings acquired through this restructuring, including but not limited to the public transfer through the stock market or by agreement, and I will not entrust anybody else to manage my shares of Victor Onward Holdings, within 36 months from the date new shares list and before the date I’ve carried out my obligations of performance compensation under this restructuring(subject to whatever is early, hereinafter referred to as “lock-up periods”). If the closing price of shares of Victor Onward Holdings were lower than this issue price for 20 continuous trading days in 6 months after the restructuring transaction has been completed, or the final closing price were lower than this issue price 6 months after the transaction has been completed, the lock-up periods of my shares of 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 10 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 perfo will not transfer the new shares of Victor 19,2015 rming Onward Holdings acquired through this issuing 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 perfo no funds corporations controlled by me haven’t 19,2015 rming occupied possessed funds of Sino Great Wall; After the transaction is completed, I and other companies controlled by me (if any), except for listed companies and their holding subsidiaries, will not possess the funds of listed companies or Sino Great Wall by any way, including cash in advance, other expenses, direct or indirect loans, assumption, etc. and try our best to avoid fund intercourse with listed companies or 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. 11 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 perfo comp Sino Great Wall and it’s son subsidiaries, 19,2015 rming ensation subsidiaries, haven’t rental registration, I 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 perfo comp Sino Great Wall is involved in is the decoration 19,2015 rming ensation engineering construction project of Libo Grand Hotel (hereinafter referred to as “Libo project”) which the company contracted before the bidding process. Sino Great Wall is not involved in any other projects except for Libo project before bidding process. As to the violating issues existed in the Libo project, I 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 perfo comp expenses of the litigation and arbitration cases, 19,2015 rming ensation 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, 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 12 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 perfo comp the lease of house property of parent-subsidiary 19,2015 rming ensation companies of Sino Great Wall and its subsidiary corporation, which resulted in inability for parent-subsidiary companies of Sino Great Wall and its subsidiary corporation to continue leasing this house property but having to relocate, or parent-subsidiary companies of Sino Great Wall and its subsidiary corporation can’t timely find suitable workplace for lawful operation in related area, I will undertake to 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 perfo comp of Sino Great Wall or its son subsidiary haven’t 19,2015 rming ensation paid social security or housing fund for staff 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. 13 Sino Great Wall Co., Ltd. The Third Quarterly Report 2017 Chen Lue Cash “At present, Suzhou Lvbang has possessed one March Long term Strict perfo comp state-own land use right, of which the land 19,2015 rming ensation certificate is Suzhou Guo Yong(2014) No.Y2014086”, locates in Danan Village, Dadian Town, Yongqiao District, Suzhou City with 32,966 square meters of area and the purpose for industry. Suzhou Lvbang possesses its own factory with 9,843.87 square meters of area above-mentioned, which is the building reserved on the former selling land. Suzhou Lvbang is carrying out refurnishing and reconstruction for this factory and has acquired “License of Construction Land Planning ”with No.2014-08-001 approved and issued by 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 perfo comp Asset Replacement and Issue of Share to Buy 19,2015 rming ensation Asset”(hereinafter referred to as “Agreement”) signed among Victor Onward Holdings, all shareholders of Sino Great Wall and Union Development Group Co., Ltd (hereinafter referred to as“ Union Group”) on October 13, 2014, all the creditor’s rights and liabilities related to place-out asset before the delivery date of Victor Onward Holdings shall be Union Group’s responsibility to carry out solution; After the asset delivery date, if any losses occur 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 perfo Feiyan mance Onward Textile Industrial Co., Ltd., Chen Lve 11,2015 rming comm and He Feiyan Concerning on Performance 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 perfo enden ce, asset. At present, complete separation has 0,2015 rming competitio existed between me or other enterprises under 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 perfo transa reasonableness of pricing and the legitimacy 19,2015 rming ctions and effectiveness of decision-making procedure 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 perfo Development disposal property and land without property certificate in 19,2015 rming Group Co., the disposed assets within the plant area of 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 perfo Development comp Major Asset Replacement and Asset Purchase 19,2015 rming Group Co., ensation Through Issuing Shares (hereinafter referred to 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 performing issuance company compensation or without fair conditions, neither 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 Chen Lue, He Fill Strict be intervened with exceeded authority, and no July 7,2016 Long-term Feiyan returns performing interest of the Company will be expropriated. 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 Sino Great Wall Co., Ltd. The Third Quarterly Report 2017 IV. Financial Statement I. Financial statement 1. Consolidated balance sheet Prepared by:Sino Great Wall Co., Ltd. In RMB Items At the end of term Beginning of term Current asset: Cash and bank balances 1,470,453,794.78 1,340,815,821.83 Settlement provision Outgoing call loan Financial assets at fair value through profit or loss Derivative financial assets Notes receivable 755,016,594.76 1,074,390,642.58 Account receivable 5,072,793,851.05 3,725,170,208.31 Advance payments 311,054,365.54 319,206,798.63 Insurance receivable Reinsurance receivable Provisions of Reinsurance contracts receivable Interest receivable Dividend receivable Other account receivable 1,338,430,519.20 651,012,132.91 Securities purchased under agreements to resell Inventories 426,746,726.92 332,904,930.36 Held-for-sale assets Current portion of non-current assets 5,338,999.34 13,462,942.89 Other current asset 14,823,673.44 35,450,194.47 Total of current assets 9,394,658,525.03 7,492,413,671.98 Non-current assets: Loans and advances 24 Sino Great Wall Co., Ltd. The Third Quarterly Report 2017 Available-for-sale financial assets Held-to-maturity investments Long-term receivable Long term share equity investment Property investment Fixed assets 140,014,185.65 128,483,747.74 Construction in progress 4,963,483.90 Engineering material Fixed assets pending for disposal Productive biological assets Gas & petrol Intangible assets 126,422,718.30 106,203,443.55 Research and Development Expenditures Goodwill 58,874,144.79 58,874,144.79 Long-term prepaid expenses 4,105,972.90 7,003,035.93 Deferred income tax 96,945,997.70 76,298,659.34 Other non-current asset 670,010,987.00 116,902,258.30 Total of non-current assets 1,101,337,490.24 493,765,289.65 Total of assets 10,495,996,015.27 7,986,178,961.63 Current liabilities Short-term bank loan facilities 3,106,375,280.98 1,966,058,357.59 Borrowings from central bank Deposits and placements from other financial institutions Placement from banks and other financial institution Financial liabilities at fair value through profit and loss Derivative financial liabilities Notes payable 648,811,805.70 706,883,375.54 Account payable 1,564,449,490.21 1,313,948,990.25 Advances from customers 586,284,852.68 573,784,072.58 Securities sold under agreement to repurchase Fees and commissions payable 25 Sino Great Wall Co., Ltd. The Third Quarterly Report 2017 Payroll payable 18,970,536.66 18,797,546.69 Taxes and surcharges payable 399,043,104.19 313,483,669.78 Interest payable 7,836,284.79 6,428,493.55 Dividend payable Other payable 222,947,622.83 222,414,975.01 Reinsurance amounts payable Provision of insurance contract Securities brokering Securities underwriting Held-for-sale liabilities Current portion of non-current liabilities 905,589,321.63 175,958,998.04 Other current liability 30,382,980.72 Total of current liability 7,460,308,299.67 5,328,141,459.75 Non-current liabilities: Long-term bank loan facilities 794,966,196.84 786,858,878.82 Bond payable 100,000,000.00 Including:preferred stock Perpetual capital securities Long-term payable Long-term employee benefits payable Grants payable Provisions 2,878,343.68 13,225,861.70 Deferred income Deferred tax liabilities 26,034,659.53 27,469,888.77 Other non-current liabilities Total non-current liabilities 923,879,200.05 827,554,629.29 Total of liability 8,384,187,499.72 6,155,696,089.04 Equity Share capital 1,698,245,011.00 1,698,245,011.00 Other equity instrument Including:preferred stock Perpetual capital securities Reserves -1,303,571,952.68 -1,299,349,701.74 Less: treasury shares 26 Sino Great Wall Co., Ltd. The Third Quarterly Report 2017 Other comprehensive income Specialized reserve 99,340,271.80 65,687,868.14 Surplus reserves 84,394,441.23 84,394,441.23 General risk reserve Retained earnings 1,464,370,098.24 1,228,970,498.86 Equity contributable to parent company 2,042,777,869.59 1,777,948,117.49 Minority interests 69,030,645.96 52,534,755.10 Total equity 2,111,808,515.55 1,830,482,872.59 Total liabilities and equity 10,495,996,015.27 7,986,178,961.63 Legal Representative: Chen Lue Person in charge of accounting:Tang Xianyong Accounting Dept Leader: Tang Xianyong 2.Parent Company Balance Sheet In RMB Items Year-end balance Year-beginning balance Current asset: Cash and bank balances 254,380,567.75 168,691,344.34 Financial assets at fair value through profit or loss Derivative financial assets Notes receivable Account receivable 6,346.00 Advance payments 2,264,166.67 1,000,000.00 Interest receivable Dividend receivable Other receivable 3,485,998,928.81 1,672,200,041.98 Inventories Held-for-sale assets Current portion of non-current assets Other current asset 2,002,457.11 1,404,744.25 Total of current assets 3,744,646,120.34 1,843,302,476.57 Non-current assets: Available-for-sale financial assets Held-to-maturity investments Long-term receivable 27 Sino Great Wall Co., Ltd. The Third Quarterly Report 2017 Long term share equity investment 3,181,451,536.66 3,176,451,536.66 Property investment Fixed assets 62,020.61 4,121.50 Construction in progress Engineering material Fixed assets pending for disposal Productive biological assets Gas & petrol Intangible assets Research and Development Expenditures Goodwill Long-term prepaid expenses 210,356.03 336,569.60 Deferred income tax Other non-current asset 447,495,100.00 48,960,000.00 Total of non-current assets 3,629,219,013.30 3,225,752,227.76 Total of assets 7,373,865,133.64 5,069,054,704.33 Current liabilities Short-term bank loan facilities 2,278,070,000.00 980,000,000.00 Financial liabilities at fair value through profit and loss Derivative financial liabilities Notes payable 230,000,000.00 68,000,000.00 Account payable Advances from customers Payroll payable 1,080,682.90 701,792.11 Tax payable 96,950,915.73 97,085,106.00 Interest payable 6,589,467.36 5,150,639.24 Dividend payable Other payable 176,081,637.95 13,252,762.06 Held-for-sale liabilities Current portion of non-current liabilities 700,000,000.00 Other current liability Total of current liability 3,488,772,703.94 1,164,190,299.41 Non-current liabilities: 28 Sino Great Wall Co., Ltd. The Third Quarterly Report 2017 Long-term bank loan facilities 756,500,000.00 700,000,000.00 Bond payable 100,000,000.00 Including:preferred stock Perpetual capital securities Long-term payable Long-term employee benefits payable Grants payable Provisions Deferred income Deferred income tax Other non-current liabilities Total of Non-current liabilities 856,500,000.00 700,000,000.00 Total of liability 4,345,272,703.94 1,864,190,299.41 Equity Share capital 1,698,245,011.00 1,698,245,011.00 Other equity instrument Including:preferred stock Perpetual capital securities Reserves 1,237,956,472.37 1,237,956,472.37 Less: treasury shares Other comprehensive income Specialized reserve Surplus reserves 26,309,287.00 26,309,287.00 Retained earnings 66,081,659.33 242,353,634.55 Total equity 3,028,592,429.70 3,204,864,404.92 Total liabilities and equity 7,373,865,133.64 5,069,054,704.33 3.Consolidated Income statement of the Report period In RMB Items Amount in this period Amount in last period I. Revenue 1,660,125,169.52 1,280,022,467.68 Including: business revenue 1,660,125,169.52 1,280,022,467.68 Interest income 29 Sino Great Wall Co., Ltd. The Third Quarterly Report 2017 Premiums earned Fees and commissions income II. Total operating cost 1,490,656,582.15 1,155,267,384.61 Including: Cost of sales 1,337,658,549.60 992,050,637.18 Interest expense Fees and commissions expense Cash surrender amount Net expenses of claim settlement Net provisions for insurance contract reserves Policy dividend expenses Reinsurance expenses Business taxes and surcharges 444,136.65 2,669.37 Selling expenses 5,186,848.41 9,107,275.25 Administrative expense 81,317,075.77 83,946,453.38 Financial expenses 34,347,134.42 36,456,693.08 Impairment loss on assets 31,702,837.30 33,703,656.35 Add: Gain from fair-value changes(“-“for loss) Investment income(“-“for loss) 198,394.59 Including: investment income from associates and joint ventures Gain on foreign exchange(“-“for loss) Other income III. Operating profit(“-”for loss) 169,468,587.37 124,953,477.66 Add:Non-operating income 263,830.31 2,853.16 Including:Gains from disposal of non-current assets Less:Non business expenses 415,828.12 136,668.00 Incl:Loss from disposal of non-current assets IV. Profit before tax(“-“for loss) 169,316,589.56 124,819,662.82 Less: Income tax expense 24,874,714.61 24,244,602.31 V. Net profit (“-“for net loss) 144,441,874.95 100,575,060.51 30 Sino Great Wall Co., Ltd. The Third Quarterly Report 2017 Net profit attributable to the owners of 141,854,355.89 100,866,553.43 parent company Minority interests 2,587,519.06 -291,492.92 VI. Other comprehensive income after tax Net of profit of other comprehensive income attributable to owners of the parent company (I)Other comprehensive income items that will not be reclassified into gains/losses in the subsequent accounting period 1.Re-measurement of defined benefit 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 Net after-tax of other comprehensive incom e attributable to Minority shareholders’ equity VII. Total comprehensive income 144,441,874.95 100,575,060.51 Total comprehensive income 141,854,355.89 100,866,553.43 31 Sino Great Wall Co., Ltd. The Third Quarterly Report 2017 attributable to the owner of the parent company Total comprehensive income 2,587,519.06 -291,492.92 attributable minority shareholders VIII. Earnings per share (I)Basic earnings per share 0.0835 0.0592 (II)Diluted earnings per share 0.0835 0.0592 Legal Representative: Chen Lue Person in charge of accounting:Tang Xianyong Accounting Dept Leader: Tang Xianyong 4.Income statement of the Parent Company of the Report period In RMB Items Amount in this period Amount in last period I.Revenue 61,297.29 57,684.88 Less:Business cost 0.00 0.00 Business tax and surcharge 34,225.74 0.00 Selling expenses 371,946.50 0.00 Administrative expense 10,651,768.00 14,974,573.46 Financial expenses 15,358,373.68 26,748,737.27 Impairment loss on assets Add: Gain from fair-value changes(“-“for loss) Investment income(“-“for loss) 198,394.59 Including: investment income from associates and joint ventures Other income II. Operational profit(“-”for loss) -26,355,016.63 -41,467,231.26 Add:Non-operating income 1.00 Including:Gains from disposal of non-current assets Less:Non-operating expenses Incl:Loss from disposal of non-current assets III. Profit before tax(“-“for loss) -26,355,016.63 -41,467,230.26 Less: Income tax expense IV. Net profit (“-“for net loss) -26,355,016.63 -41,467,230.26 32 Sino Great Wall Co., Ltd. The Third Quarterly Report 2017 V.Net of profit of other comprehensive i ncome (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 -26,355,016.63 -41,467,230.26 VII. Earnings per share: (I)Basic earnings per share (II)Diluted earnings per share 5. Consolidated income statement between the beginning of the year and end of the report period In RMB Items Amount in this period Amount in last period I.Revenue 4,685,207,526.32 3,233,597,223.19 Including:Operating income 4,685,207,526.32 3,233,597,223.19 33 Sino Great Wall Co., Ltd. The Third Quarterly Report 2017 Interest income Insurance gained Commission charge and commission income II. Total operating cost 4,184,391,872.60 2,895,825,957.45 Including:Operating cost 3,657,257,165.36 2,452,777,768.51 Interest expense Commission chare and commission expense Insurance discharge payment Net claim amount paid Insurance policy dividend paid Insurance policy dividend paid Reinsurance expenses Business tax and surcharge 2,386,723.94 9,029,321.48 Selling expenses 23,281,434.80 18,366,539.49 Administrative expense 206,493,833.92 196,940,207.67 Financial expenses 174,158,944.01 106,481,367.68 Asset impairment loss 120,813,770.57 112,230,752.62 Add:Gains from change of fir value (“-”for loss) Investment gain(“-”for loss) 245,263.08 Incl: investment gains from affiliates Gains from currency exchange(“-”for loss) Other income III. Operational profit(“-”for loss) 500,815,653.72 338,016,528.82 Add:Non-business income 4,708,455.09 29,136,122.16 Incl:Gains from disposal of non-current assets Less:Non business expenses 508,950.45 2,892,580.00 Incl:Loss from disposal of non-current assets IV.Total profit(“-”for loss) 505,015,158.36 364,260,070.98 34 Sino Great Wall Co., Ltd. The Third Quarterly Report 2017 Less:Income tax expenses 81,101,852.86 62,107,362.14 V. Net profit(“-”for net loss) 423,913,305.50 302,152,708.84 Net profit attributable to the owners of 410,460,805.92 303,165,970.06 parent company Minority shareholders’ equity 13,452,499.58 -1,013,261.22 VI. Net after-tax of Other comprehensive income Net after-tax of other comprehensive income attribut able to owners of the parent company. (I)Other comprehensive income items that will not be reclassified into gains/losses in the subsequent accounting period 1.Re-measurement of defined benefit 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 Net after-tax of other comprehensive incom e attributable to Minority shareholders’ 35 Sino Great Wall Co., Ltd. The Third Quarterly Report 2017 equity VII. Total comprehensive income 423,913,305.50 302,152,708.84 Total comprehensive income attributable to the owner of the parent 410,460,805.92 303,165,970.06 company Total comprehensive income 13,452,499.58 -1,013,261.22 attributable minority shareholders VIII. Earnings per share (I)Basic earnings per share 0.2417 0.1785 (II)Diluted earnings per share 0.2417 0.1785 6.Income Statement of the Parent Between the Beginning of the Year and End of the Report Period In RMB Items Amount in this period Amount in last period I.Revenue 172,315.30 173,625.22 Less:Business cost 1,482.50 0.00 Business tax and surcharge 278,916.40 Selling expenses 371,946.50 Administrative expense 21,228,860.07 28,760,269.39 Financial expenses 52,725,808.24 46,699,345.93 Asset impairment loss -57,423.85 -1,530.70 Add:Gains from change of fir value (“-”for loss) Investment gain(“-”for loss) 198,394.59 Incl: investment gains from affiliates Other income II. Operational profit -74,377,274.56 -75,086,064.81 Add:Non-business income 29,071,296.00 Incl:Gains from disposal of non-current assets Less:Non business expenses 2,755,912.00 Incl:Loss from disposal of non-current assets III.Total profit -74,377,274.56 -48,770,680.81 Less:Income tax expenses IV. Net profit -74,377,274.56 -48,770,680.81 36 Sino Great Wall Co., Ltd. The Third Quarterly Report 2017 V. Net after-tax of Other comprehensive income (I)Other comprehensive income items that will not be reclassified into gains/losses in the subsequent accounting period 1.Re-measurement of defined benefit pl ans of changes in net debt or net assets 2.Other comprehensive income under th e equity method investee can not be recl assified into profit or loss. (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 -74,377,274.56 -48,770,680.81 VII.Earnings per share (I)Basic earnings per share (II)Diluted earnings per share 7. Consolidated Cash Flow Statement Between the Beginning of the Year and End of the Report Period In RMB Items Amount in this period Amount in last period I.Cash flows from operating activities Cash received from sales of goods or 3,177,253,209.09 1,566,047,153.44 rending of services 37 Sino Great Wall Co., Ltd. The Third 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 12,758,357.03 Other cash received from business 3,245,486,770.66 1,459,745,529.77 operation Sub-total of cash inflow 6,435,498,336.78 3,025,792,683.21 Cash paid for purchasing of 2,823,791,162.98 2,052,349,873.63 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 284,756,611.90 201,703,377.78 Taxes paid 175,356,391.05 90,940,394.34 Other cash paid for business activities 3,937,038,493.01 2,367,137,862.93 Sub-total of cash outflow from business 7,220,942,658.94 4,712,131,508.68 activities 38 Sino Great Wall Co., Ltd. The Third Quarterly Report 2017 Cash flow generated by business -785,444,322.16 -1,686,338,825.47 operation, net II.Cash flow generated by investing Cash received from investment 12,800,000.00 retrieving Cash received as investment gains 9,348,224.12 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 22,148,224.12 investment activities Cash paid for construction of fixed assets, intangible assets and other 45,779,721.11 26,012,757.28 long-term assets Cash paid as investment 517,381,774.84 57,000,000.00 Net increase of loan against pledge Net cash received from subsidiaries and 43,559,100.00 119,000,000.00 other operational units Other cash paid for investment 75,690,494.84 activities Sub-total of cash outflow due to 606,720,595.95 277,703,252.12 investment activities Net cash flow generated by investment -606,720,595.95 -255,555,028.00 III.Cash flow generated by financing Cash received as investment 47,040,000.00 Incl: Cash received as investment from minor shareholders Cash received as loans 4,026,537,500.00 2,801,778,902.00 Cash received from bond placing Other financing –related ash received 97,929,280.00 Sub-total of cash inflow from financing 4,026,537,500.00 2,946,748,182.00 activities Cash to repay debts 1,758,114,122.78 524,886,086.94 Cash paid as dividend, profit, or 242,393,681.30 71,424,769.43 39 Sino Great Wall Co., Ltd. The Third Quarterly Report 2017 interests Incl: Dividend and profit paid by subsidiaries to minor shareholders Other cash paid for financing activities 409,470,833.33 524,616,889.26 Sub-total of cash outflow due to 2,409,978,637.41 1,120,927,745.63 financing activities Net cash flow generated by financing 1,616,558,862.59 1,825,820,436.37 IV. Influence of exchange rate -8,154,660.05 1,569,103.98 alternation on cash and cash equivalents V.Net increase of cash and cash 216,239,284.43 -114,504,313.12 equivalents Add: balance of cash and cash 943,705,322.41 721,711,757.85 equivalents at the beginning of term VI ..Balance of cash and cash 1,159,944,606.84 607,207,444.73 equivalents at the end of term 8. Cash Flow Statement of the Parent Between the Beginning of the Year and End of the Report Period In RMB Items Amount in this period Amount in last period I.Cash flows from operating activities Cash received from sales of goods or 128,210.00 203,303.00 rending of services Tax returned Other cash received from business 2,603,508,330.39 642,263,080.59 operation Sub-total of cash inflow 2,603,636,540.39 642,466,383.59 Cash paid for purchasing of merchandise and services Cash paid to staffs or paid for staffs 380,672.60 265,325.38 Taxes paid 366,621.64 1,492,300.15 Other cash paid for business activities 4,060,602,342.91 2,197,137,918.45 Sub-total of cash outflow from business 4,061,349,637.15 2,198,895,543.98 activities Cash flow generated by business -1,457,713,096.76 -1,556,429,160.39 operation, net II.Cash flow generated by investing Cash received from investment 40 Sino Great Wall Co., Ltd. The Third Quarterly Report 2017 retrieving Cash received as investment gains 198,394.59 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 198,394.59 investment activities Cash paid for construction of fixed assets, intangible assets 65,440.00 and other long-term assets Cash paid as investment 398,535,100.00 57,000,000.00 Net cash received from subsidiaries and 5,000,000.00 145,960,000.00 other operational units Other cash paid for investment 39,897.60 activities Sub-total of cash outflow due to 403,600,540.00 202,999,897.60 investment activities Net cash flow generated by investment -403,600,540.00 -202,801,503.01 III.Cash flow generated by financing Cash received as investment Cash received as loans 3,131,370,000.00 1,810,000,000.00 Cash received from bond placing Other financing –related ash received Sub-total of cash inflow from 3,131,370,000.00 1,810,000,000.00 financing activities Cash to repay debts 980,000,000.00 80,000,000.00 Cash paid as dividend, profit, or 204,306,306.50 40,889,904.92 interests Other cash paid for financing activities 60,833.33 Sub-total of cash outflow due to 1,184,367,139.83 120,889,904.92 financing activities Net cash flow generated by financing 1,947,002,860.17 1,689,110,095.08 IV. Influence of exchange rate alternation on cash and cash equivalents 41 Sino Great Wall Co., Ltd. The Third Quarterly Report 2017 V.Net increase of cash and cash 85,689,223.41 -70,120,568.32 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 254,380,567.75 169,024,682.99 equivalents at the end of term II. Auditor‘s report Whether the Q3 report is audited □ Yes √ No The Q3 Report is not audited. 42