Sino Great Wall Co., Ltd. The Third Quarterly Report 2019 Sino Great Wall Co., Ltd. The Third Quarterly Report 2019 October 2019 1 Sino Great Wall Co., Ltd. The Third Quarterly Report 2019 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, Ms.Yang Chunling, Chief financial officer and the Ms. Yang Chunling, 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. II. Basic information about the company I.Main financial data and financial index Indicate by tick mark whether the Company needs to retroactively restate any of its accounting data. □ Yes √ No As at the end of the Changed (%)over end of As at the end of last year reporting period prev. year Gross assets(Yuan) 7,970,364,354.91 9,603,455,934.89 -17.01% Net assets attributable to the shareholders of the listed -1,297,416,656.35 235,202,473.51 -651.62% company(Yuan) Between beginning Increase/decrease of the year to the Changed (%)over Reporting period over the same period end of the report end of prev. year of last year(%) period Operating income(Yuan) 67,835,920.24 -89.91% 324,203,141.91 -85.65% Net profit attributable to the shareholders of the listed -111,806,387.89 -5.66% -1,528,580,779.39 -6,098.52% company(Yuan) Net profit after deducting of non-recurring gain/loss -108,615,433.73 -24.65% -1,060,332,034.83 493.22% attributable to the shareholders of listed company(Yuan) Cash flow generated by business -- -- -452,372,127.89 -135.14% 2 Sino Great Wall Co., Ltd. The Third Quarterly Report 2019 operation, net(Yuan) Basic earning per -0.0658 -5.73% -0.9001 -6,100.67% share(Yuan/Share) Diluted gains per -0.0658 -5.73% -0.9001 -6,100.67% share(Yuan/Share) Weighted average income/asset -9.01% -3.49% -287.81% -289.01% ratio(%) Items and amount of non-current gains and losses √ Applicable □ Not applicable In RM B Amount (Year-beginning to Items the end of the report Notes period.) Non-current asset disposal gain/loss(including the write-off part 54,651.22 for which assets impairment provision is made) Net amount of non-operating income and expense except the -468,303,395.78 aforesaid items Total -468,248,744.56 -- Explain the reasons if the Company classifies an item as an extraordinary gain/loss according to the definition in the Explanatory Announcement No.1 on Information Disclosure for Companies Offering Their Securities to the Public-Extraordinary Gains and Losses, or classifies any extraordinary gain/loss item mentioned in the said explanatory announcement as a recurrent gain/loss item. □ 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. II.Total Shareholders and Shares Held by Top Ten Shareholders at the End of the Reporting Period 1. About Total Common Shareholders, Total Preference Shareholders with the Voting Power Recovered and the Shares Held by Top Ten Common Shareholders In shares Total preference shareholders with the voting Total number of common 62,306 power recovered at the end 0 shareholders at the period-end of the reporting period(if any) Shares held by the top 10 shareholders Shareholder Properties of Share Quantity Amount of Pledging or freezing 3 Sino Great Wall Co., Ltd. The Third Quarterly Report 2019 name shareholder proportion % tradable shares with Status of the Quantity Conditional shares held Domestic freeze 583,454,556 Chen Lue 34.36% 583,454,556 437,590,917 Natural person Pledge 583,454,462 STYLE-SUCC Foreign legal 5.47% 92,970,910 0 ESS LIM ITED person Union Domestic Non- Holdings Co., State-owned 5.18% 87,935,921 0 Ltd. legal person Domestic He Feiyan 3.23% 54,800,458 0 freeze 54,800,458 Natural person Jiutai Fund- Bank of Communicatio ns-Jiutai Huitong No.2 Other 2.40% 40,696,772 0 specific customer asset management plan Rich Crown Foreign legal Investment Co., 1.37% 23,235,313 0 person Ltd. Qinghai Heyi Domestic Non- Industry State-owned 0.79% 13,357,084 0 Pledge 13,357,084 Development legal person Co.,Ltd/ Domestic Huang Huaian 0.74% 12,548,000 0 Natural person Domestic Liu Yong 0.59% 10,090,452 0 Natural person Domestic Xu Zhimin 0.48% 8,110,300 0 Natural 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 Chin Lue 145,863,639 RM B Common 145,863,639 4 Sino Great Wall Co., Ltd. The Third Quarterly Report 2019 shares Foreign shares placed in STYLE-SUCCESS LIM ITED 92,970,910 92,970,910 domestic exchange RM B Common Union Holdings Co., Ltd. 87,935,921 87,935,921 shares RM B Common He Feiyan 54,800,458 54,800,458 shares Jiutai Fund-Bank of Communications-Jiutai Huitong RM B Common 40,696,772 40,696,772 No.2 specific customer asset shares management plan Foreign shares placed in Rich Crown Investment Co., Ltd. 23,235,313 23,235,313 domestic exchange Qinghai Heyi Industry RM B Common 13,357,084 13,357,084 Development Co.,Ltd/ shares RM B Common Huang Huaian 12,548,000 12,548,000 shares RM B Common Liu Yong 10,090,452 10,090,452 shares RM B Common Xu Zhimin 8,110,300 8,110,300 shares The largest shareholder of M r. Chen Lue and the Fourth largest shareholder of M s. He Feiyan aforesaid are persons acting in concerted; The controlling shareholder of the Explanation on associated above-mentioned third shareholder Shenzhen Union Holdings Co.,Ltd. And Sixth relationship or concerted action of shareholder Rich Crown Investment Co., Ltd.. Is Union Development Group Ltd.; It is the above shareholders unknown whether there is relationship between other shareholders and whether they are persons taking concerted action specified in the Regulations on Disclosure of Informat ion about Change in Shareholding of Shareholders of Listed Companies. Note to the top 10 common stockholders involved in margin Not applicable financing & securities lending (If any) Whether top ten common shareholders or top ten common shareholders with un-restrict shares held have a buy-back agreement dealing in reporting period. □ Yes √ No The top ten common shareholders or top ten common shareholders with un-restrict shares held of the Company have no buy –back agreement dealing in reporting period. 5 Sino Great Wall Co., Ltd. The Third Quarterly Report 2019 2.Total number of preferred shareholders and shareholding of top 10 preferred sh areholders by the end of the report period □ Applicable √Not applicable 6 Sino Great Wall Co., Ltd. The Third Quarterly Report 2019 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 Same period of the This period/Year-end previous Items Changes % Remarks on the change balance year/Year-beginning balance M ainly due to the claim for the guarantees, M onetary fund 163,041,406.04 658,714,886.48 -75.25% and the deducted deposit incurred by notes maturity. M ainly due to the company falls into a debt crisis, suspension of some projects Operating income 324,203,141.91 2,259,055,189.05 -85.65% and frozen basic accounts leading to undertaking new projects hardly. Operating costs 270,230,683.50 1,970,673,537.82 -86.29% M ainly due to reduced operating income. M ainly due to the shrinking of business Administrative expenses 107,742,399.54 185,124,556.07 -41.80% volume, resulting in decrease of management staff. M ainly due to the claim for maturity of the Non-operating expenses 468,320,367.78 841,479.08 55554.43% guarantee. M ainly due to the deduction incurred by Net cash flow generated by -452,372,127.89 1,287,313,317.95 -135.14% the maturity of the guarantees and the operation activities notes. Net cash flow generated by M ainly due to the tightening of national -351,491,732.24 -100.00% investment activities credit and the shortage of funds M ainly due to the bank loans to pay for the Net cash flow generated by 388,122,001.30 -1,424,770,406.23 -127.24% claim of guarantees maturity and the due financing activities notes II. The progress of significant events and influence, as well as the analysis and explanation on resolving proposal. √ Applicable □ Not applicable 1. On February 12, 2018, the Company convened the twenty -ninth meeting of the seventh Board of Directors, deliberating and adopting a Proposal on Acquisition of Shares of UPL Laos Co., Ltd., according to which, UPL (M ALAYSIA) SDN. BHD. (hereinafter referred to as UPL Malays ia) transfered 30% of shares of UPL Laos Co., Ltd. (hereinafter referred to as UPL Laos) to the Company by signing an Agreement of Equity Cooperation on Laos Vientiane Dongphosy 7 Sino Great Wall Co., Ltd. The Third Quarterly Report 2019 Special Economic Zone Project, UPL Laos entered into a franchise agreement for 50+40 years with Laos Government by cash contribution of USD 10 million and advance payment of USD 20 million for project construction put together as the consideration of acquisition and took full charge of matters of development of Dongphosy as the franchisee to Dongphosy Special Economic Zone (refer to the Company's Announcement 2018-020 and 021). On June 12, 2018, the Company agreed with UPL Malays ia on transfer of 10% of shares, hence the Company's shareholding ratio rose to 40%. Whereas the Company is experiencing a financial difficulty at the moment and has failed to perform duties of advance payment and construction in the equity agreement and duties in the loan agreement, the Malays ian shareholder UPL Malays ia sent a latter in request for a return of equity and filed an arbitration to Hong Kong International Arbitration Centre on the dispute of equity in March 2019. At present, the arbitration has entered the stage of submitting evidence by both parties. The lawyers hired by the Company have formally submitted a defense to the Arbitration Tribunal of the Hong Kong International Arbitration Centre. 2. On February 23, 2018, the Company received the “Mekong River Villa Project Bid-Winning Notice” issued by OXLEYEMERALD (CAMBODIA) CO., LTD, and Sino International won the bid for the “Mekong River Villa Project” in Cambodia, with the bid amount of USD 46.5 million (equivalent to RMB 295 million) (See the 2018-035 announcement of the Company for details). As of the end of the reporting period, most of the on-site piling construction work has been completed, and the relevant civil work has been in progress. As of the disclosure date of this report, both parties have agreed to terminate the contract and the project is in the process of settlement. 3. The Company convened the 37th meeting of the seventh Board of Directors on September 2, 2018, planned to invest and found "Yinglonghuanhu Development Co., Ltd." (hereinafter referred to as the Project Company, whose final name is subject to the name approved in industrial and commercial registration) with Chongqing Circum-Yinglonghuanlu Industrial Co., Ltd. (hereinafter referred to as Party A) and 7 village committees concerned at the project location (hereinafter referred to as Party C). The registered capital of the Project Company was RMB 125 million, wherein Party A subscribed capital by earlier input of physical assets worth RMB 23.75 million (subject to the audited amount) in the Yinglong Project, accounting for 19% of the registered capital; Sino Great Wall contributed RMB 100 million by currency, accounting for 80% of the registered capital; Party C subscribed RMB 1.25 million by currency or contribution in kind, accounting for 1% of the registered capital (refer to the Company's Announcement 2018-104 and 105). At the moment, the Project Company has been registered and project planning and design are underway. Inquiry index of the provisional reports General on Significant Events Date of disclosure disclosed in the website. The company held the sixth meeting of the eighth Board of Directors on April 12, 2019, deliberated and passed the Proposal on Adjusting the Company's Organizational Structure and agreed to Please refer to Cninfo.com for adjust the operating organization and “Announcement of Resolutions of the April 12,2019 business structure of the company's 6th M eeting of the Eighth Board of headquarters. The company will Directors"(Announcement No.2019-028) implement a division system by sections and set up four operating organizations, including the domestic traditional construction business sector (division), 8 Sino Great Wall Co., Ltd. The Third Quarterly Report 2019 infrastructure business sector (division), overseas business sector (division), smart housing and medical care business sector (division). After this adjustment, the organizational structure of the company's headquarters is as follows: eight functional departments and offices, including the comprehensive office, the finance department and the human resources department, as well as the above-mentioned four operating institutions . In M ay 2019, M r. Chen Lue, the actual Please refer to Cninfo.com for controller and controlling shareholder of "Announcement on the Change of Letter the Company, introduced the of Intent for Cooperation by signed reorganization investor Chongqing Control Rights between the actual M ay 28,2019 Southern New City Industrial Investment controller of the Company and the Group Co., Ltd (hereinafter referred to Chongqing Southern New City Industrial as “Southern New City Group”), and Investment Group Co., after preliminary negotiation, Southern Ltd.(Announcement No.2019-064) New City Group, which is the reorganization party (or namely the “reorganization investor”) , participated in and promoted the Sino Great Wall’s reorganization process with a preliminary intention reached and the “Letter of Intent for Cooperation” signed. Yet Southern New City Group, after prudent decision-making, plans to Please refer to Cninfo.com for not be a reorganization party (or namely “Announcement on the termination of the “reorganization investor”) to cooperation between the controlling participate in the reorganization process September 21,2019 shareholder and actual controller and the of the Sino Great Wall and stops Chongqing Southern New City Industrial fulfilling the relevant cooperation plan in Investment Group Co., Ltd." the signed Letter of Intent for (Announcement No.2019-114) Cooperation. In September 2019, the company receive d the reply letter from the controlling sha reholder and actual controller M r. Chen Lue, “Chongqing Southern New City Ind ustrial Investment Group Co., Ltd. on th e initial conclusion of Sino Great Wall C o., Ltd.”,Yet Southern New City Group, after prudent decision-making, plans to 9 Sino Great Wall Co., Ltd. The Third Quarterly Report 2019 not be a reorganization party (or namely the “reorganization investor”) to participate in the reorganization process of the Sino Great Wall and stops fulfilling the relevant cooperation plan in the signed Letter of Intent for Cooperation. On July 24, 2019, the company received Please refer to Cninfo.com for the application for reorganization "Reminder Announcement on the submitted by the creditor Bihui Road July 25,2019 Creditor's Application for the Company and Bridge served by the court. Bihui Reorganization"(Announcement Road and Bridge applied to the court for No.2019-092) reorganization of the company on the grounds that the company was unable to repay the debts due and obviously lacked solvency. As of the disclosure date of this report, The court is reviewing the creditor’s app lication for reorganization of the compan Please refer to Cninfo.com for y and has held a hearing. After the hearin “Reminder Announcement on the g, the court has written to the Shenzhen September 5,2019 Reorganization Progress and Risk” M unicipal People’s Government. Accord (Announcement No.2019-109) ing to the requirements of Article 3 of th e Supreme Court's M inutes on the Trial of the Work of Bankruptcy and Re organization of Listed Companies, listed companies need to fill in the necessary d ocuments for bankruptcy and reorganizat ion. On September 19, 2019, M r. Chen Lue, Please refer to Cninfo.com for the controlling shareholder and actual "Announcement on the Signing of the controller of the Company, signed an "Investment Cooperation Agreement" September 21,2019 Investment Cooperation Agreement with between the actual controller of the Henan Yufa Group Co., Ltd, and both Company and Yufa parties agreed that Yufa Group shall be Group"(Announcement No.2019-116) the reorganization party (or namely the “reorganization investor”) to participate in and promote the reorganization Please refer to Cninfo.com for process of the Sino Great Wall. After the “Announcement on the Intent reorganization completion, Yufa Group September 21,2019 Reorganization Investor’s Shareholding will become the controlling shareholder Increase Plan” of the listed company. On the same day, (Announcement No.2019-115) the company received the notice from Yufa Group, stating Yufa Group intends 10 Sino Great Wall Co., Ltd. The Third Quarterly Report 2019 to increase its shareholding in the Company and describing it plans to use its self-owned funds to increase its shareholding by no less than 100 million shares of the Company through the Shenzhen Stock Exchange by means of centralized bidding within six months from the date of this announcement (i.e. September 21, 2019), with the set price ranges from 0.8 yuan - 1.2 yuan / share. Progress in the implementation of share repurchase □ Applicable √ Not applicable Progress in the implementation of the reduction of the repurchased shares by means of centralized bidding □ Applicable √ Not applicable III. Commitments finished in implementation by the Company, shareholders, actual controller, acquirer, directors, supervisors, senior executives or other related parties in the reporting period and commitments unfinished in implementation at the end of the reporting period □ Applicable √Not applicable No such cases in the reporting period. IV. Investment in securities □ Applicable √ Not applicable No securities investment in period. V. Entrusted Financial Management □ 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 The Period has no research, communication and written inquiry from the investors in the report period. 11 Sino Great Wall Co., Ltd. The Third Quarterly Report 2019 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 12 Sino Great Wall Co., Ltd. The Third Quarterly Report 2019 IV. Financial Statement I. Financial statement 1. Consolidated balance sheet Prepared by:Sino Great Wall Co., Ltd. In RM B Items September 30,2019 December 31,2018 Current asset: M onetary fund 163,041,406.04 658,714,886.48 Settlement provision Outgoing call loan Transactional financial assets Financial assets measured at fair value with variations accounted into current income account Derivative financial assets Notes receivable 32,675,879.70 1,518,790.00 Account receivable 3,220,336,673.55 4,202,594,258.24 Financing of receivables Prepayments 405,001,356.83 220,261,619.13 Insurance receivable Reinsurance receivable Provisions of Reinsurance contracts receivable Other account receivable 1,563,100,659.37 2,186,223,361.40 Including:Interest receivable Dividend receivable Repurchasing of financial assets Inventories 1,024,174,957.10 717,531,578.23 Contract assets Assets held for sales 105,075,792.00 105,075,792.00 Non-current asset due within 1 year 13 Sino Great Wall Co., Ltd. The Third Quarterly Report 2019 Other current asset 3,975,630.09 5,795,797.44 Total of current assets 6,517,382,354.68 8,097,716,082.92 Non-current assets: Loans and payment on other’s behalf disbursed Debt investment Available for sale of financial 10,338,500.00 assets Other investment on bonds Expired investment in possess Long-term receivable 16,708,613.19 16,708,613.19 Long term share equity investment 106,837,810.83 106,837,810.83 Other equity instruments investment Other non-current financial assets Property investment Fixed assets 136,058,418.88 158,746,947.91 Construction in progress 36,805,894.03 36,697,284.04 Production physical assets Oil & gas assets Use right assets Intangible assets 90,281,588.93 99,921,251.67 Development expenses Goodwill 27,268,234.53 27,268,234.53 Long-germ expenses to be 1,972,106.61 6,727,688.90 amortized Deferred income tax asset 117,317,681.38 117,983,727.91 Other non-current asset 919,731,651.85 924,509,792.99 Total of non-current assets 1,452,982,000.23 1,505,739,851.97 Total of assets 7,970,364,354.91 9,603,455,934.89 Current liabilities Short-term loans 3,306,944,094.49 2,862,584,629.01 Loan from Central Bank Borrowing funds Transactional financial liabilities Financial liabilities measured at fair value with variations accounted into 14 Sino Great Wall Co., Ltd. The Third Quarterly Report 2019 current income account Derivative financial liabilities Notes payable 396,643,774.40 1,034,087,499.72 Account payable 795,538,450.44 892,155,630.43 Advance receipts 552,109,041.13 478,101,743.92 Contract Liabilities Selling of repurchased financial assets Deposit taking and interbank deposit Entrusted trading of securities Entrusted selling of securities Employees’ wage payable 71,791,324.92 86,414,858.86 Tax payable 376,111,541.28 393,957,887.52 Other account payable 2,343,796,096.90 2,212,412,970.43 Including:Interest payable 629,925,428.55 Dividend payable 8,392,335.45 Fees and commissions payable Reinsurance fee payable Liabilities held for sales Non-current liability due within 1 975,719,981.55 975,719,981.55 year Other current liability Total of current liability 8,818,654,305.11 8,935,435,201.44 Non-current liabilities: Reserve fund for insurance contracts Long-term loan 120,000,000.00 120,000,000.00 Bond payable 272,468,101.18 254,801,342.47 Including:preferred stock Sustainable debt Lease liability Long-term payable 270,267.55 322,990.35 Long-term remuneration payable to staff 15 Sino Great Wall Co., Ltd. The Third Quarterly Report 2019 Expected liabilities 2,958,723.15 2,958,723.15 Deferred income Deferred income tax liability 23,079,827.03 24,369,456.18 Other non-current liabilities Total non-current liabilities 418,776,918.91 402,452,512.15 Total of liability 9,237,431,224.02 9,337,887,713.59 Owners’ equity Share capital 1,698,245,011.00 1,698,245,011.00 Other equity instruments Including:preferred stock Sustainable debt Capital reserves -1,298,846,540.07 -1,298,846,540.07 Less:Shares in stock Other comprehensive income -56,089.18 -50,380.95 Special reserve 16,993,440.19 21,026,082.43 Surplus reserves 84,394,441.23 84,394,441.23 Common risk provision Retained profit -1,798,146,919.52 -269,566,140.13 Total of owner’s equity belong to the -1,297,416,656.35 235,202,473.51 parent company M inority shareholders’ equity 30,349,787.24 30,365,747.79 Total of owners’ equity -1,267,066,869.11 265,568,221.30 Total of liabilities and owners’ equity 7,970,364,354.91 9,603,455,934.89 Legal Representative: Chen Lue Person in charge of accounting:Yang Chunling Accounting Dept Leader:Yang Chunling 2.Parent Company Balance Sheet In RM B Items September 30,2019 December 31,2018 Current asset: M onetary fund 46,771,666.61 46,778,625.47 Transactional financial assets Financial assets measured at fair value with variations accounted into current income account 16 Sino Great Wall Co., Ltd. The Third Quarterly Report 2019 Derivative financial assets Notes receivable Account receivable Financing of receivables Prepayments Other account receivable 2,819,879,744.91 2,986,852,664.14 Including:Interest receivable Dividend receivable Inventories Contract assets Assets held for sales Non-current asset due within 1 year Other current asset 2,604,075.38 Total of current assets 2,866,651,411.52 3,036,235,364.99 Non-current assets: Debt investment Available for sale of financial assets Other investment on bonds Expired investment in possess Long-term receivable Long term share equity investment 3,323,211,536.66 3,323,211,536.66 Other equity instruments investment Other non-current financial assets Property investment Fixed assets 25,500.78 36,371.12 Construction in progress Production physical assets Oil & gas assets Use right assets Intangible assets Development expenses Goodwill Long-germ expenses to be amortized 1,074,666.67 Deferred income tax asset 17 Sino Great Wall Co., Ltd. The Third Quarterly Report 2019 Other non-current asset 728,328,020.00 728,328,020.00 Total of non-current assets 4,051,565,057.44 4,052,650,594.45 Total of assets 6,918,216,468.96 7,088,885,959.44 Current liabilities Short-term loans 2,192,097,807.25 2,189,866,602.21 Transactional financial liabilities Financial liabilities measured at fair value with variations accounted into current income account Derivative financial liabilities Notes payable 28,900,000.00 29,000,000.00 Account payable 66,000,000.00 66,000,000.00 Advance receipts Contract Liabilities Employees’ wage payable 22,073,918.80 15,016,143.39 Tax payable 94,931,620.72 97,149,029.10 Other account payable 1,598,861,751.05 1,347,473,661.05 Including:Interest payable 520,831,917.97 Dividend payable 8,392,335.45 Liabilities held for sales Non-current liability due within 1 866,250,000.00 866,250,000.00 year Other current liability Total of current liability 4,869,115,097.82 4,610,755,435.75 Non-current liabilities: Long-term loan Bond payable Including:preferred stock Sustainable debt Lease liability Long-term payable Long-term remuneration payable to staff Expected liabilities Deferred income 18 Sino Great Wall Co., Ltd. The Third Quarterly Report 2019 Deferred income tax liability Other non-current liabilities Total non-current liabilities Total of liability 4,869,115,097.82 4,610,755,435.75 Owners’ equity Share capital 1,698,245,011.00 1,698,245,011.00 Other equity instruments Including:preferred stock Sustainable debt Capital reserves 1,237,956,472.37 1,237,956,472.37 Less:Shares in stock Other comprehensive income Special reserve Surplus reserves 26,309,287.00 26,309,287.00 Retained profit -913,409,399.23 -484,380,246.68 Total of owners’ equity 2,049,101,371.14 2,478,130,523.69 Total of liabilities and owners’ equity 6,918,216,468.96 7,088,885,959.44 3.Consolidated Income statement of the Report period In RM B Items Amount in this period Amount in last period I.Turnover 67,835,920.24 672,083,613.81 Incl:Operating income 67,835,920.24 672,083,613.81 Interest income Eamed insurance premium Fee and commission received II. Total Operating costs 232,413,362.88 940,383,423.60 Incl:Operating costs 42,584,647.26 658,461,435.36 Interest payment Fee and commission paid Insurance discharge payment Net claim amount paid Appropriation of deposit for duty,net Insurance policy dividend paid 19 Sino Great Wall Co., Ltd. The Third Quarterly Report 2019 Reinsurance expenses Business tax and surcharge 174,711.44 745,870.79 Sales expense 2,282,607.80 1,941,491.70 Administrative expense 20,578,733.98 57,216,694.51 R & D expense Financial expenses 166,792,662.40 222,017,931.24 Including:Interest expense 166,603,633.82 215,522,929.15 Interest income 93,916.44 3,343,599.29 Add:Other income Investment gain(“-”for loss) Including: investment gains from affiliates Financial assets measured at amortized cost cease to be recognized as income Gains from currency exchange 73,554,770.66 113,926,608.10 Net exposure hedging income Changing income of fair value Credit impairment loss Impairment loss of assets -18,094,077.27 -2,054,715.86 Assets disposal income III. Operating profit(“-”for loss) -109,116,749.25 -156,427,917.55 Add :Non-operating income 25,845,524.88 Less: Non-operating expense 3,190,954.16 205,178.47 IV Total profit(“-”for loss) -112,307,703.41 -130,787,571.14 Less:Income tax expenses -501,315.52 -11,090,989.76 V Net profit -111,806,387.89 -119,696,581.38 (I) Classification by business continuity 1.Net continuing operating profit -111,806,387.89 -119,696,581.38 2.Termination of operating net profit (II) Classification by ownership 1.Net profit attributable to the owners -111,806,387.89 -118,516,821.76 of parent company 2.M inority shareholders’ equity -1,179,759.62 20 Sino Great Wall Co., Ltd. The Third Quarterly Report 2019 VI. Net after-tax of other comprehensive income Net of profit of other comprehensive in come attributable to owners of the pare nt company. (I)Other comprehensive income items that will not be reclassified into gains/losses in the subsequent accounting period 1.Re-measurement of defined benefit pl ans of changes in net debt or net assets 2.Other comprehensive income under t he equity method investee can not be re classified into profit or loss. 3. Changes in the fair value of investments in other equity instruments 4. Changes in the fair value of the company’s credit risks 5.Other (II) Other comprehensive income that will be reclassified into profit or loss. 1.Other comprehensive income under t he equity method investee can be reclas sified into profit or loss. 2. Changes in the fair value of investments in other debt obligations 3.Gains and losses from changes in fair value available for sale financial assets 4. Other comprehensive income arising from the reclassification of financial assets 5.Held-to-maturity investments reclassi fied to gains and losses of available for sale financial assets 6. Allowance for credit impairments in 21 Sino Great Wall Co., Ltd. The Third Quarterly Report 2019 investments in other debt obligations 7. Reserve for cash flow hedges 8. Translation differences in currency fina ncial statements 9.Other Net of profit of other comprehensive in come attributable to M inority shareholders’ equity VII. Total comprehensive income -111,806,387.89 -119,696,581.38 Total comprehensive income attributable to the owner of the parent -111,806,387.89 -118,516,821.76 company Total comprehensive income -1,179,759.62 attributable minority shareholders VIII. Earnings per share (I)Basic earnings per share -0.0658 -0.0698 (II)Diluted earnings per share -0.0658 -0.0698 The current business combination under common control, the net profits of the combined party before achieved ne t profit of RMB 0.00, last period the combined party realized RMB0.00. Legal Representative: Chen Lue Person in charge of accounting :Yang Chunling Accounting Dept Leader:Yang Chunling 4.Income statement of the Parent Company of the Report period In RM B Items Amount in this period Amount in last period I. Revenue 0.00 54,418.18 Less:Operating costs 0.00 0.00 Business tax and surcharge Sales expense Administrative expense 5,053,118.51 2,387,007.15 R & D expense Financial expenses 134,843,482.60 117,586,989.99 Including:Interest expenses 134,935,793.31 121,102,703.51 Interest income 92,311.71 3,518,795.43 Add:Other income 22 Sino Great Wall Co., Ltd. The Third Quarterly Report 2019 Investment gain(“-”for loss) Including: investment gains from affiliates Financial assets measured at amortized cost cease to be recognized as income Net exposure hedging income Changing income of fair value Credit impairment loss Impairment loss of assets 692,237.82 1,355,806.96 Assets disposal income II. Operating profit(“-”for loss) -139,204,363.29 -118,563,772.00 Add :Non-operating income Less:Non -operating expenses III. Total profit(“-”for loss) -139,204,363.29 -118,563,772.00 Less:Income tax expenses IV Net profit -139,204,363.29 -118,563,772.00 1.Net continuing operating profit -139,204,363.29 -118,563,772.00 2.Termination of operating net profit 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 plans of changes in net debt or net ass ets 2.Other comprehensive income under the equity method investee can not b e reclassified into profit or loss. 3. Changes in the fair value of investments in other equity instruments 4. Changes in the fair value of the company’s credit risks 5.Other 23 Sino Great Wall Co., Ltd. The Third Quarterly Report 2019 (II) Other comprehensive income that wil l be reclassified into profit or loss. 1.Other comprehensive income under the equity method investee can be re classified into profit or loss. 2. Changes in the fair value of investments in other debt obligations 3. Gains and losses from changes in fair value available for sale financial asset s 4. Other comprehensive income arising from the reclassification of financial assets 5.Held-to-maturity investments reclas sified to gains and losses of available for sale financial assets 6. Allowance for credit impairments in investments in other debt obligations 7. Reserve for cash flow hedges 8. Translation differences in currency fi nancial statements 9.Other VI. Total comprehensive income -139,204,363.29 -118,563,772.00 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 RM B Items Amount in this period Amount in last period I. Turnover 324,203,141.91 2,259,055,189.05 Including:Operating income 324,203,141.91 2,259,055,189.05 24 Sino Great Wall Co., Ltd. The Third Quarterly Report 2019 Interest income Insurance fee earned Commission charge and commission income II. Total operating costs 888,449,280.45 2,577,519,225.65 Incl:Operating costs 270,230,683.50 1,970,673,537.82 Interest expense Fee and commission paid Insurance discharge payment Net claim amount paid Insurance policy dividend paid Insurance policy dividend paid Reinsurance expenses Business tax and surcharge 1,869,602.31 2,852,388.84 Sales expense 16,759,750.56 18,463,113.78 Administrative expense 107,742,399.54 185,124,556.07 R & D expense Financial expenses 491,846,844.54 400,405,629.14 Including:Interest expense 493,188,561.08 390,129,337.03 Interest income 2,912,915.60 9,833,816.40 Add:Other income Investment gain(“-”for loss) 6,596,880.93 5,171,892.51 Including: investment gains from affiliates Financial assets measured at amortized cost cease to be recognized as income Gains from currency exchange 79,248,852.53 146,374,380.81 Net exposure hedging income Changing income of fair value Credit impairment loss Impairment loss of assets -581,498,544.92 -6,238,590.52 Assets disposal income III. Operating profit(“-”for loss) -1,059,898,950.00 -173,156,353.80 Add :Non-operating income 71,623.22 205,066,020.08 25 Sino Great Wall Co., Ltd. The Third Quarterly Report 2019 Less: Non-operating expenses 468,320,367.78 841,479.08 IV Total profit(“-”for loss) -1,528,147,694.56 31,068,187.20 Less:Income tax expenses 449,045.38 7,699,247.03 V Net profit -1,528,596,739.94 23,368,940.17 (I) Classification by business continuity 1.Net continuing operating profit -1,528,596,739.94 23,368,940.17 2.Termination of operating net profit (II) Classification by ownership 1.Net profit attributable to the owners -1,528,580,779.39 25,482,633.97 of parent company 2.M inority shareholders’ equity -15,960.55 -2,113,693.80 VI. Net after-tax of other -5,708.23 -263,008.36 comprehensive income Net of profit of other comprehensive in -5,708.23 -263,008.36 come attributable to owners of the pare nt company. (I)Other comprehensive income items that will not be reclassified into gains/losses in the subsequent accounting period 1.Re-measurement of defined benefit pl ans of changes in net debt or net assets 2.Other comprehensive income under t he equity method investee can not be re classified into profit or loss. 3. Changes in the fair value of investments in other equity instruments 4. Changes in the fair value of the company’s credit risks 5.Other (II) Other comprehensive income that will -5,708.23 -263,008.36 be reclassified into profit or loss. 1.Other comprehensive income under t he equity method investee can be reclas 26 Sino Great Wall Co., Ltd. The Third Quarterly Report 2019 sified into profit or loss. 2. Changes in the fair value of investments in other debt obligations 3.Gains and losses from changes in fair value available for sale financial assets 4. Other comprehensive income arising from the reclassification of financial assets 5.Held-to-maturity investments reclassi fied to gains and losses of available for sale financial assets 6. Allowance for credit impairments in investments in other debt obligations 7. Reserve for cash flow hedges 8. Translation differences in currency fina -5,708.23 -263,008.36 ncial statements 9.Other Net of profit of other comprehensive in come attributable to M inority shareholders’ equity VII. Total comprehensive income -1,528,602,448.17 23,105,931.81 Total comprehensive income attributable to the owner of the parent -1,528,586,487.62 25,219,625.61 company Total comprehensive income -15,960.55 -2,113,693.80 attributable minority shareholders VIII. Earnings per share (I)Basic earnings per share -0.9001 0.0150 (II)Diluted earnings per share -0.9001 0.0150 The current business combination under common control, the net profits of the combined party before achieved ne t profit of RMB 0.00, last period the combined party realized RMB0.00. Legal Representative: Chen Lue Person in charge of accounting:Yang Chunling Accounting Dept Leader:Yang Chunling 6.Income Statement of the Parent Between the Beginning of the Year and End of the Report Period In RM B 27 Sino Great Wall Co., Ltd. The Third Quarterly Report 2019 Items Amount in this period Amount in last period I .Revenue 0.00 171,780.25 Less:Operating costs 0.00 0.00 Business tax and surcharge Sales expense 49,276.69 994,445.50 Administrative expense 24,139,989.17 20,291,125.45 R & D expense Financial expenses 390,589,593.60 198,992,446.79 Including:Interest expenses 390,779,924.04 200,617,859.56 Interest income 117,288.92 3,944,055.45 Add:Other income Investment gain(“-”for loss) Including: investment gains from affiliates Financial assets measured at amortized cost cease to be recognized as income Net exposure hedging income Changing income of fair value Credit impairment loss Impairment loss of assets -14,250,293.09 -7,082,692.91 Assets disposal income II. Operating profit(“-”for loss) -429,029,152.55 -227,188,930.40 Add :Non-operating income 100,000,000.00 Less:Non -operating expenses III. Total profit(“-”for loss) -429,029,152.55 -127,188,930.40 Less:Income tax expenses IV Net profit -429,029,152.55 -127,188,930.40 1.Net continuing operating profit -429,029,152.55 -127,188,930.40 2.Termination of operating net profit 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 28 Sino Great Wall Co., Ltd. The Third Quarterly Report 2019 1.Re-measurement of defined benefit plans of changes in net debt or net ass ets 2.Other comprehensive income under the equity method investee can not b e reclassified into profit or loss. 3. Changes in the fair value of investments in other equity instruments 4. Changes in the fair value of the company’s credit risks 5.Other (II) Other comprehensive income that wil l be reclassified into profit or loss. 1.Other comprehensive income under the equity method investee can be re classified into profit or loss. 2. Changes in the fair value of investments in other debt obligations 3. Gains and losses from changes in fair value available for sale financial asset s 4. Other comprehensive income arising from the reclassification of financial assets 5.Held-to-maturity investments reclas sified to gains and losses of available for sale financial assets 6. Allowance for credit impairments in investments in other debt obligations 7. Reserve for cash flow hedges 8. Translation differences in currency fi nancial statements 9.Other VI. Total comprehensive income -429,029,152.55 -127,188,930.40 29 Sino Great Wall Co., Ltd. The Third Quarterly Report 2019 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 RM B Items Amount in this period Amount in last period I.Cash flows from operating activities Cash received from sales of goods or 724,692,153.00 2,813,614,672.80 rending of services Net increase of customer deposits and capital kept for brother company Net increase of loans from central bank Net increase of inter-bank loans from other financial bodies Cash received against original insurance contract Net cash received from reinsurance business Net increase of client deposit and investment Cash received from interest, commission charge and commission Net increase of inter-bank fund received Net increase of repurchasing business Net cash received by agent in securities trading Tax returned 968,575.59 3,488,505.37 Other cash received from business 290,537,320.27 3,926,123,995.63 operation Sub-total of cash inflow 1,016,198,048.86 6,743,227,173.80 Cash paid for purchasing of 565,136,375.16 2,518,844,052.72 merchandise and services Net increase of client trade and advance 30 Sino Great Wall Co., Ltd. The Third Quarterly Report 2019 Net increase of savings in central bank and brother company Cash paid for original contract claim Net increase for Outgoing call loan Cash paid for interest, processing fee and commission Cash paid for policy dividend Cash paid to staffs or paid for staffs 122,235,393.26 179,518,278.57 Taxes paid 25,104,962.97 77,150,857.45 Other cash paid for business activities 756,093,445.36 2,680,400,667.11 Sub-total of cash outflow from 1,468,570,176.75 5,455,913,855.85 business activities Net cash generated from /used in -452,372,127.89 1,287,313,317.95 operating activities II. Cash flow generated by investing Cash received from investment retrieving Cash received as investment gains Net cash retrieved from disposal of fixed assets, intangible assets, and 432,865.55 other long-term assets Net cash received from disposal of 1,062,398.45 subsidiaries or other operational units Other investment-related cash received Sub-total of cash inflow due to 1,495,264.00 investment activities Cash paid for construction of fixed assets, intangible assets and 12,179,377.50 other long-term assets Cash paid as investment 376,429,730.78 Net increase of loan against pledge Net cash received from subsidiaries -35,622,112.04 and other operational units Other cash paid for investment activities Sub-total of cash outflow due to 352,986,996.24 31 Sino Great Wall Co., Ltd. The Third Quarterly Report 2019 investment activities Net cash flow generated by -351,491,732.24 investment III.Cash flow generated by financing Cash received as investment 490,000.00 Including: Cash received as investment from minor shareholders Cash received as loans 379,941,841.39 1,255,509,245.00 Other financing –related cash 38,180,159.91 received Sub-total of cash inflow from 418,122,001.30 1,255,999,245.00 financing activities Cash to repay debts 30,000,000.00 2,425,799,391.05 Cash paid as dividend, profit, or 254,970,260.18 interests Including: Dividend and profit paid by subsidiaries to minor shareholders Other cash paid for financing activities Sub-total of cash outflow due to 30,000,000.00 2,680,769,651.23 financing activities Net cash flow generated by financing 388,122,001.30 -1,424,770,406.23 IV Influence of exchange rate alternation on cash and cash -360,853.92 -4,433,209.17 equivalents V.Net increase of cash and cash -64,610,980.51 -493,382,029.69 equivalents Add: balance of cash and cash 125,767,796.88 647,222,590.49 equivalents at the beginning of term VI ..Balance of cash and cash 61,156,816.37 153,840,560.80 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 RM B Items Amount in this period Amount in last period I.Cash flows from operating activities Cash received from sales of goods or 54,418.18 32 Sino Great Wall Co., Ltd. The Third Quarterly Report 2019 rending of services Tax returned Other cash received from business 8,121,681.33 3,768,971,880.81 operation Sub-total of cash inflow 8,121,681.33 3,769,026,298.99 Cash paid for purchasing of merchandise and services Cash paid to staffs or paid for staffs 1,087,705.66 Taxes paid 1,012,663.31 Other cash paid for business activities 31,803,494.76 2,421,993,707.71 Sub-total of cash outflow from 31,803,494.76 2,424,094,076.68 business activities Net cash generated from /used in -23,681,813.43 1,344,932,222.31 operating activities II.Cash flow generated by investing Cash received from investment retrieving Cash received as investment gains Net cash retrieved from disposal of fixed assets, intangible assets, and other long-term assets Net cash received from disposal of subsidiaries or other operational units Other investment-related cash received Sub-total of cash inflow due to investment activities Cash paid for construction of fixed assets, intangible assets and other long-term assets Cash paid as investment 163,000,000.00 Net cash received from subsidiaries and other operational units Other cash paid for investment activities Sub-total of cash outflow due to 163,000,000.00 investment activities Net cash flow generated by -163,000,000.00 33 Sino Great Wall Co., Ltd. The Third Quarterly Report 2019 investment III. Cash flow generated by financing Cash received as investment Cash received as loans 840,650,000.00 Other financing –related ash received Sub-total of cash inflow from 840,650,000.00 financing activities Cash to repay debts 1,909,087,876.07 Cash paid as dividend, profit, or 170,194,670.62 interests Other cash paid for financing activities Sub-total of cash outflow due to 2,079,282,546.69 financing activities Net cash flow generated by financing -1,238,632,546.69 IV Influence of exchange rate alternation on cash and cash equivalents V.Net increase of cash and cash -23,681,813.43 -56,700,324.38 equivalents Add: balance of cash and cash 23,708,889.90 99,547,899.86 equivalents at the beginning of term VI ..Balance of cash and cash 27,076.47 42,847,575.48 equivalents at the end of term II Adjustments to the Financial Statements 1. Adjustment of the relevant items of the financial statements at the current year beginning according to the new standards for financial instruments, the new standards for revenues and the new standards for lease implemented commencing from year 2019 √ Applicable □ Not applicable 2. Note to the retroactive adjustment of the previous comparative data according to the new standards for financial instruments and the new standards for lease implemented commencing from year 2019 □ Applicable √ Not applicable 34 Sino Great Wall Co., Ltd. The Third Quarterly Report 2019 III. Auditor’ report Is the Third Quarterly Report be audited? □ Yes √No The Third Quarterly report is not audited. 35