Sino Great Wall Co., Ltd. The First Quarterly Report 2016
Stock code: 000018 ，200018 Stock ID : Sino Great Wall ，Sino-B Announcement No. 2016-037
Sino Great Wall Co., Ltd.
The First Quarterly Report 2016
1
Sino Great Wall Co., Ltd. The First Quarterly Report 2016
1 Important Notice
The Board of Directors ,Supervisory Committee, all directors, supervisors and senior executives of the Company
hereby guarantees that there are no misstatement, misleading representation or important omissions in this report
and shall assume joint and several liability for the authenticity, accuracy and completeness of the contents hereof.
All the directors attended the board meeting for reviewing the Quarterly Report.
Mr.Chen Lue, Person in charge of the Company, Mr. Cui Hongli, Chief financial officer and the Mr. Cui Hongli,
the person in charge of the accounting department (the person in charge of the accounting )hereby confirm the
authenticity and completeness of the financial report enclosed in this Quarterly Report .
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Sino Great Wall Co., Ltd. The First Quarterly Report 2016
II. Main financial data and changes of shareholders
I.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
Changes of this period
This period Same period of last year over same period of last
year（％）
Operating income（RMB） 924,667,155.55 825,262,582.68 12.05%
Net profit attributable to the shareholders
76,587,282.98 47,877,449.11 59.97%
of the listed company（RMB）
Net profit after deducting of
non-recurring gain/loss attributable to
76,587,282.98 47,877,449.11 59.97%
the shareholders of listed company
（RMB）
Cash flow generated by business
-318,972,753.01 -116,108,845.35 -174.72%
operation, net（RMB）
Basic earning per share(RMB/Share) 0.1714 0.1071 60.04%
Diluted gains per
0.1714 0.1071 60.04%
share(RMB/Share)(RMB/Share)
Weighted average return on equity
5.63% 3.73% 1.90%
（%）
Changes of this
End of this period End of last period period-end over same
period-end of last year(%)
Gross assets（RMB） 4,487,124,027.81 4,017,462,824.63 11.69%
Net assets attributable to the
shareholders of the listed company 1,361,402,634.98 1,282,256,738.74 6.17%
（RMB）
Items and amount of non-current gains and losses
□ Applicable √ Not applicable
No such cases in the Reporting Period
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Sino Great Wall Co., Ltd. The First Quarterly Report 2016
II. Total Shareholders and Shares Held by Top Ten Shareholders at the End of the Reporting
Period
1. About Total Common Shareholders, Total Preference Shareholders with the Voting Power Recovered
and the Shares Held by Top Ten Common Shareholders
In shares
Total preference
shareholders with the voting
Total number of common
26,580 power recovered at the end 0
shareholders at the period-end
of the reporting period(if
any)
Shares held by the top 10 shareholders
Amount of Pledging or freezing
Share tradable
Properties of
Shareholder name proportio Quantity shares with Status of
shareholder Quantity
n% Conditional the shares
held
Domestic Natural
Chen Lue 34.33% 153,406,462 153,186,762 Mortgage 113,621,209
person
Domestic Non-
Union Holdings Co., Ltd. State-owned legal 9.03% 40,341,032 0
person
Foreign legal
STYLE-SUCCESS LIMITED 5.47% 24,466,029 0
person
Shanghai Financial Domestic Non-
Development Investment State-owned legal 4.49% 20,079,080 20,079,080
Fund(LP) person
Domestic Natural
He Feiyan 3.23% 14,421,173 14,421,173
person
Jiutai Fund－Bank of
Communications－Jiutai
Huitong No.2 specific Other 2.50% 11,178,861 11,178,861
customer asset management
plan
Domestic Non-
Wuxi Hengtai Jiuding Assets
State-owned legal 2.26% 10,087,004 10,087,004
Management Centre（LP）
person
Foshan Haihui Heying Domestic Non-
Venture Imvestment State-owned legal 2.25% 10,039,540 10,039,540
Partnership(Limited person
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Sino Great Wall Co., Ltd. The First Quarterly Report 2016
Partnership)
Domestic Non-
Jiangxi Taihao Venture
State-owned legal 1.87% 8,366,284 8,366,284
Investment Centre(LP）
person
Yantai ZhaoxuanYuantai Domestic Non-
Jiuding Venture Investment State-owned legal 1.87% 8,353,354 8,353,354
Centre(LP) person
Shares held by the Top 10 Shareholders of Non-restricted shares
Number of the non-restricted shares Share type
Shareholders’ Names
held Share type Quantity
RMB Common
Union Holdings Co., Ltd. 40,341,032 40,341,032
shares
Foreign shares
STYLE-SUCCESS LIMITED 24,466,029 placed in domestic 24,466,029
exchange
Foreign shares
Rich Crown Investment Co., Ltd. 6,114,556 placed in domestic 6,114,556
exchange
RMB Common
Union Development Group Co., Ltd. 4,011,389 4,011,389
shares
Liuzhou Jiali Real estate Development RMB Common
3,600,000 3,600,000
Co., ltd. shares
Shanghai PanHou Investment
RMB Common
Management Co., Ltd.－Panhou 1,800,000 1,800,000
shares
momentum－Haofu No.1 Fund
Foreign shares
Zeng Ying 1,720,000 placed in domestic 1,720,000
exchange
ICBC－Morgan smart Internet stock RMB Common
1,379,903 1,379,903
securities investment fund shares
Foreign shares
KGI ASIA LIMITED 1,370,060 placed in domestic 1,370,060
exchange
Foreign shares
China Galaxy International Securities
963,113 placed in domestic 963,113
(HK) Co., Ltd.
exchange
Chen Lue and He Yanfei are consortium officers; Wuxi Hengtai Jiuding Assets
Explanation on associated relationship or Management Centre （LP）and Yantai Zhaoxuan Yuantai Jiuding Venture
concerted action of the above shareholders Investment Centre（LP）are consortium officers;Union Development Group Ltd. is
the controlling shareholder of the above-mentioned shareholder Shenzhen Union
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Sino Great Wall Co., Ltd. The First Quarterly Report 2016
Holdings Ltd. and third shareholder Rich Crown Investment Co., Ltd. The other
tradable shareholders neither knew whether there exists associated relationship
between them.
Note to the top 10 common stockholders Among the shareholders above, Liuzhou Jiali Real estate Development Co., ltd.
involved in margin financing & securities holds 3,600,000 shares of the Company through stock account with credit
lending (If any) transaction and guarantee of Guohai Securities Co., Ltd.
Agreed re-purchasing by the Company’s top 10 shareholders of common shares and top 10 shareholders of
unconditional common shares in the report period
□ Yes √ No
No agreed re-purchasing is performed by the Company’s shareholders in the report period.
2.Total number of preferred shareholders and shareholding of top 10 preferred shareholders by the end of the
report period
□ Applicable√ Not applicable
III Significant Events
I. Major changes of main accounting statement items and financial indicators in the reporting
period, as well as reasons for the changes
√ Applicable □ Not applicable
Items End of term Beginning of term Scale of change Remarks on the change
Caused by the increase of
Short-term loans 673,408,496.07 225,408,496.07 198.75% short-term bank loan in this
period
Caused by returning the
Other account
401,331,304.86 635,200,976.60 -36.82% inter-banking lending fund to the
Payable
affiliated party
Caused by the increase of
Long -term loans 145,669,124.50 30,140,649.14 383.3%
long-term bank loan in this period
Caused by the increase of
overseas branches, overseas
Administrative
42,252,271.83 29,832,508.95 41.63% groups, photovoltatic, medical
expense
and other department in this
period
Caused by the increase of
Financial expenses 14,979,885.12 6,352,212.68 135.82% short-term loan, long-term loan
and overseas L/C.
Asset impairment 29,750,485.54 13,205,214.65 125.29% Caused by the increased of bad
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Sino Great Wall Co., Ltd. The First Quarterly Report 2016
loss debts reserve in the company
The overseas income increased, and
Net profit the gross profit of overseas business is
attributable to the higher than that at home; its
76,587,282.98 47,877,449.11 59.97%
shareholders of the wholly-owned subsidiary was
Parent company honored as new hi-tech company in
2015, and the income tax rate reduced.
Net Cash flow Mainly caused by the short credit
generated by -318,972,753.01 -116,108,845.35 -174.72% account period of suppliers of
business operation overseas projects
Net cash flow Caused by the increase of
generated by 0 -6,710,715.18 -100.00% investment at the end of this report
investment period
Net cash flow
Caused by increase of short-term and
generated by 406,096,087.93 82,619,950.02 391.52%
long-term loans.
financing
II. The progress of significant events and influence, as well as the analysis and explanation on
resolving proposal.
□ 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
Period
Time of Fulfi
Commitment of
Commitment Type Contents making llme
maker comm
commitment nt
itment
Commitment
on share No No No No No
reform
Commitment
in the
acquisition
No No No No No
report or the
report on
equity changes
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Sino Great Wall Co., Ltd. The First Quarterly Report 2016
Shares acquired by purchases of assets
through issuing shares: “I will not transfer the
new shares of Victor Onward Holdings
acquired through this restructuring, including
but not limited to the public transfer through
the stock market or by agreement, and I will
not entrust anybody else to manage my shares
of Victor Onward Holdings, within 36 months
from the date new shares list and before the
date I’ve carried out my obligations of
performance compensation under this
restructuring(subject to whatever is early,
hereinafter referred to as “lock-up periods”).
If the closing price of shares of Victor
Onward Holdings were lower than this issue
price for 20 continuous trading days in 6
months after the restructuring transaction has
been completed, or the final closing price
were lower than this issue price 6 months Strict
Commitments 36
Chen Lue, He Share after the transaction has been completed, the March perfo
in assets month
Feiyan lock lock-up periods of my shares of Victor 19,2015 rmin
reorganization s
g
Onward Holdings are automatically prolonged
for 6 months. (The above-mentioned issue
price will be calculated according to the price
after the adjustment of ex-dividend, etc. if
ex-dividend behaviors of the company,
including distribution of dividends, giving
bonus, conversion of share capital, rationing
shares, and etc., were happened during the
above-mentioned periods.
If the restructuring transaction were
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
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Sino Great Wall Co., Ltd. The First Quarterly Report 2016
company acquired from this restructuring
following relevant regulations of China
Securities Regulatory commission and
Shenzhen Stock Exchange.
Shares acquired by matching funds raised: “I
will not transfer the new shares of Victor
Onward Holdings acquired through this
issuing by any way, including but not limited Strict
36
Share to the public transfer through the stock market March perf
Chen Lue month
lock or by agreement, within 36 months from the 19,2015 orm
s
ing
date new shares list.
If regulation rules or regulators have longer
requirements for lock-up periods, it should be
executed accordingly.
Up to the issue day of the letter, I and other
corporations controlled by me haven’t
possessed funds of Sino Great Wall; After the
transaction is completed, I and other
companies controlled by me (if any), except
for listed companies and their holding
subsidiaries, will not possess the funds of
listed companies or Sino Great Wall by any
way, including cash in advance, other
expenses, direct or indirect loans, assumption,
There
etc. and try our best to avoid fund intercourse Strict
is no
with listed companies or Sino Great Wall, September1 Long- perfo
Chen Lue funds
which has nothing to do with normal 9,2015 term rmin
occup
operations. If Sino Great Wall got penalized g
ied
by government administration departments
due to the money lending which was
happened before the transaction, I will bear
the total compensation for the company’s loss
resulting from it by cash in order to guarantee
Sino Great Wall won’t suffer any loss.
Meanwhile, I will actively urge Sino Great
Wall to establish complete inner control
system and funds management system within
lawful authority.
Cash In view of the fact that the houses rented by Strict
comp Sino Great Wall and it’s son subsidiaries, March Long- perfo
Chen Lue
ensati subsidiaries, haven’t rental registration, I 19,2015 term rmin
on g
promise, if Sino Great Wall and its son
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Sino Great Wall Co., Ltd. The First Quarterly Report 2016
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.
During the reporting period, the project which
Sino Great Wall is involved in is the
decoration engineering construction project of
Libo Grand Hotel (hereinafter referred to as
“Libo project”) which the company contracted
before the bidding process. Sino Great Wall is
not involved in any other projects except for
Libo project before bidding process. As to the
violating issues existed in the Libo project, I
Cash Strict
promise as follows: if Sino Great Wall got
comp March Long- perfo
Chen Lue penalized by government administration
ensati 19,2015 term rmin
departments or suffered any economic loss
on g
resulted from it, I will compensate the
company by cash; Meanwhile, I, within
lawful authority, will also promise to urge the
company to undertake related construction
projects legally so as to avoid violating issues
happened before implementation of bidding
process, i.e., at the time for construction
again.
1. Up to October 13th,2014, the related
expenses of the litigation and arbitration
cases, including the actual price,
compensation, penalty, ligation costs, etc.
which the parent-subsidiary companies of
Cash Sino Great Wall needs to pay caused by the Strict
comp final results of ligation and arbitration cases, March Long- perfo
Chen Lue
ensati exceed the amount of liabilities which 19,2015 term rmin
on g
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 unconditionally so as to
guarantee the parent-subsidiaries of Sino
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Sino Great Wall Co., Ltd. The First Quarterly Report 2016
Great Wall won’t suffer any loss.
2. This commitment letter is irrevocable.
1. On condition that ownership defect exists
in the lease of house property of
parent-subsidiary companies of Sino Great
Wall and its subsidiary corporation, which
resulted in inability for parent-subsidiary
companies of Sino Great Wall and its
subsidiary corporation to continue leasing this
house property but having to relocate, or
parent-subsidiary companies of Sino Great
Wall and its subsidiary corporation can’t
timely find suitable workplace for lawful
operation in related area, I will undertake to
Cash compensate by cash for parent-subsidiary Strict
comp companies of Sino Great Wall’s losses which March Long- perfo
Chen Lue
ensati are caused by operation and finance due to the 19,2015 term rmin
on above-mentioned matters. g
2. I undertake to unconditionally bear the
relevant fines by cash for parent-subsidiary
companies of Sino Great Wall on condition
that the rental house property of
parent-subsidiary companies of Sino Great
Wall and its subsidiary corporation is in
absence of handling procedures for filing
house leasing ,which resulted in that
parent-subsidiary companies of Sino Great
Wall and its subsidiary corporation are fined
by property administrative department.
3.The commitment letter is irrevocable.
“In condition that parent-subsidiary
companies of Sino Great Wall or its son
subsidiary haven’t paid social security or
housing fund for staff according to law, which
resulted in any losses to Sino Great Wall ,
Cash Strict
including the competent authorities’
comp March Long- perfo
Chen Lue requirement for Sino Great Wall or its
ensati 19,2015 term rmin
subsidiary to make supplementary payment,
on g
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
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Sino Great Wall Co., Ltd. The First Quarterly Report 2016
suffering from any loss ”
“At present, Suzhou Lvbang has possessed
one state-own land use right, of which the
land certificate is Suzhou Guo Yong(2014)
No.Y2014086”, locates in Danan Village,
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
Cash Yongqiao District, Suzhou City’s housing and Strict
comp rural construction bureau, of which other March Long- perfo
Chen Lue
ensati examination and approval procedures of 19,2015 term rmin
on construction are in the process of handling g
“I undertake to actively supervise and urge
Suzhou Lvbang on handling procedures of the
approval process involved with factor
refurnishing and reconstruction, and which is
suffered from administrative punishment by
relevant competent authorities in reason of
claiming certificate of title, or in which any
dispute or controversy exist in construction
and ownership, which shall be my
responsibility to carry out solution, and I
undertake to compensate by cash for Suzhou
Lvbang’s losses which are due to this matter,
guaranteeing no losses occur to Sino Great
Wall and Suzhou Lvbang for this matter.
”
“According to the “Agreement of Significant
Asset Replacement and Issue of Share to Buy
Cash Asset”(hereinafter referred to as Strict
comp “Agreement”) signed among Victor Onward March Long- perfo
Chen Lue
ensati Holdings, all shareholders of Sino Great Wall 19,2015 term rmin
on and Union Development Group Co., Ltd g
(hereinafter referred to as“ Union Group”) on
October 13, 2014, all the creditor’s rights and
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Sino Great Wall Co., Ltd. The First Quarterly Report 2016
liabilities related to place-out asset before the
delivery date of Victor Onward Holdings shall
be Union Group’s responsibility to carry out
solution; After the asset delivery date, if any
losses occur to Victor Onward Holdings in
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.
According to“ Agreement of Shenzhen
Victor Onward Textile Industrial Co., Ltd.,
Chen Lue and He Feiyan Concerning on
Performance Compensation” and its
supplemental agreement , Chen Lue’s
promised Sino Great Wall that the net profit
deducted by incidental losses and attributable
Perfor Strict
Chen Lue, He to the parent companies’ owners after audition
mance May 11, Long- perfo
Feiyan of 2015, 2016 and 2017 shall be respectively
comm 2015 term rmin
more than RMB 345.8 million, RMB 438.5
itment g
million and RMB 538.2 million. If the net
profit of Sino Great Wall is less than the
promised net profit mentioned above , Chen
Lue and He Feiyan will compensate for listed
company in accordance with “Performance
Compensation Agreement” and its
supplemental agreement.
Chen Lue; He Indep 1. This reorganization is planned to place in Strict
Feiyan, Wuxi enden asset. At present, complete separation has September3 Long- perfo
Hengtai Jiuding ce, existed between me or other enterprises under 0,2015 term rmin
Assets comp my possession (if any) and the listed company g
13
Sino Great Wall Co., Ltd. The First Quarterly Report 2016
Management etition in staff, asset, finance, institution and business
Centre in the of Sino Great Wall. Independence exists in
（LP）;Yantai same both staff, asset, finance, institution and
Zhaoxuan Yuantai indust business and no confusion exists.
Jiuding Venture ry 2. I undertake, after this reorganization, to
Investment ensure the continued complete separation
Centre between me or other enterprises under my
（LP）;Suzhou possession(if any) and the listed company in
Taiyao staff, asset, finance, institution and business,
Zhongshan sustaining the independence in the listed
Jiuding company’s staff, asset, finance, institution and
Investment business, as follows:
Centre (1).The Ensurance of Independence for Listed
（LP）;Jiaxing Company’s Personnel
Jiahe Jiuding
Ensure that the general manager, the
Investment
vice-general manger, the chief financial
Centre（LP）
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 financial
14
Sino Great Wall Co., Ltd. The First Quarterly Report 2016
calculating system set up by the listed
company, which possess normative and
independent financial and accounting rules.
2. Ensure that the listed company
independently opens a bank account, not
sharing the same bank account with me.
3.Ensure that the financial staff of the listed
company holds no part-time post in my
enterprise and other enterprises under my
possession.
4. Ensure that the listed company pays taxes
according to law.
5. Ensure that the listed company makes the
financial decision-making independently, I
will not intervene the utilization of the listed
company’s capital.
(4)The Ensurance of the Institutional
Independence of Listed Company
1.Ensure that the listed company sets up
perfect governance structure for the share
company’s legal person, which possesses
independent and complete institutional
framework
2.Ensure that the shareholder’s meeting, the
board of director, the independent director, the
supervisor and the general managers exercise
official powers according to laws, regulations
and articles of incorporation
(5)The Ensurance of the Business
Independence of Listed Company
1. Ensure that the listed company possesses
the asset, staff, qualification and ability for
independently holding business activities,
which possesses the independent, autonomous
and sustain operation ability catering to the
market.
2. Ensure that I will not intervene the listed
company’s business activities except
exercising shareholder’s rights.
3.Ensure that I or other enterprises under my
possession will avoid working on the listed
company’s main business which possesses
substantial competition.
15
Sino Great Wall Co., Ltd. The First Quarterly Report 2016
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.
Wuxi Hengtai
Jiuding Assets
Management
“Once I or our unit acquire the newly-added
Centre（LP）;
share of Victor Onward Company through
Yantai Zhaoxuan
this transaction, no transfers will occur in any
Yuantai Jiuding
way within 12 months from the listing date,
Venture
including but not limited to public transfer by
Investment
securities market or transfer by agreement, Strict
Centre 12
Share and no entrusting for others to manage my March perfo
（LP）;Suzhou month
lock holding share of Victor Onward Holdings . 19,2015 rmin
Tianyao s
Once the above-mentioned lockup period g
Zhongshan
expires, I will implement the selling or
Jiuding
transferring of the newly-added share of
Investment
Victor Onward Holdings according to the
Centre（LP）;
relevant provision of CSRC and SZSE.
Jiaxing Jiahe
Jiuding
Investment
Centre（LP）
Wuxi Hengtai
“1.Before this reorganization, the fairness and
Jiuding Assets
reasonableness of pricing and the legitimacy
Management
and effectiveness of decision-making
Centre（LP）;
procedure exist in the transaction(if any)
Yantai Zhaoxuan
Relate between me or the enterprise under my Strict
Yuantai Jiuding
d possession(if any) and Sino Great Wall which March Long- perfo
Venture
transa is planned to place asset in, no related 19,2015 term rmin
Investment
ctions transaction with obvious unfairness exists ; g
Centre
2.After this reorganization, I or the
（LP）;Suzhou
enterprise under my possession will avoid and
Tianyao
reduce the related transaction with listed
Zhongshan
company as much as possible. As for any
Jiuding
16
Sino Great Wall Co., Ltd. The First Quarterly Report 2016
Investment unavoidable or reasonable related transaction,
Centre（LP）; I or the enterprise under my possession will
Jiaxing Jiahe sign the agreement according to laws and
Jiuding fulfill the lawful procedure, and fulfill
Investment relevant approval procedure for internal
Centre（LP） 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.
During the assets reorganization, the house
property and land without property certificate
in the disposed assets within the plant area of
Kuixin Community of Kuichong Street of
Longgang District and the expected
compensations, as well as the expected
compensations concerning to the regaining of
plots planned as schools within the right of
land use of Nanyou Industrial Park of
Incom Strict
Union Nanshan District have not been recorded in
e March Long- perfo
Development the assessment. Therefore, Union Group
dispos 19,2015 term rmin
Group Co., Ltd. promises that after the reorganization, if
al g
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
17
Sino Great Wall Co., Ltd. The First Quarterly Report 2016
house property and land and the paid as well
as the unpaid but necessary costs and fees for
the reception of the above-mentioned benefits
for Union Group or its third party will be
deducted from the income. The specific
benefits and payable costs and fees should be
confirmed jointly by Union Group and Victor
Onward Holdings based on the actual
situations. （Notes:On June 25, 2015,All
shareholders of Victor Onward Holdings,
Union Group and Sino Great Wall Signed
supplementary agreement, and specified that
the land and houses without ownership
certificate of Victor Onward Holdings located
at the factory area of Kuixin community of
Kuichong Street office of Longgang District
(the land area is about 50,000 square meters,
the built-up area of houses is about 25,000
square meters, among them about 18,000
square meters of buildings at built-up area are
within the plan of removal and collection of
government，hereinafter referred as
“undocumented property) still belongs to
Victor Onward Holdings. And the benefits and
risks of the real estate without certificate are
enjoyed and assumed by Victor Onward
Holdings.
According to the Term 5.5.3 of Agreement on
Major Asset Replacement and Asset Purchase
Through Issuing Shares (hereinafter referred
to as Agreement) signed on October 13, 2014
by the company and all shareholders of Victor
Cash Strict
Union Onward Co. Ltd.. and Sino Great Wall, Victor
comp March Long- perfo
Development Onward Holdings should obtain the letter of
ensati 19,2015 term rmin
Group Co., Ltd.
on approval concerning the transferred debts of g
the disposed assets from the creditor
(including the guarantee, similarly
hereinafter) before the date of assets delivery.
In the situation of debts on Victor Onward
Holdings due to the absence of creditor’s
18
Sino Great Wall Co., Ltd. The First Quarterly Report 2016
consent, the company or the third party
appointed by the company is in charge of
paying off debts or reaching agreement on the
solution with the creditor. When there are
losses caused by improper solutions of the
company or the third party appointed by the
company, the company or the third party
appointed by the company will fully
compensate for the caused losses of Victor
Onward Holdings in 5 working days after
receiving the notice.
According to the Term 5.5.4 of Agreement,
after the date of assets delivery, any
compensations, obligations of payment and
penalties caused by disposed assets as well as
unsettled disputes in Victor Onward Holdings
will be undertaken and solved by the
company or the third party appointed by the
company, and Victor Onward Holdings
assumes no responsibility. When there are
losses caused by it, the company or the third
party appointed by the company will fully
compensate for the caused losses of Victor
Onward Holdings in 5 working days after
receiving the notice.
According to the Term 5.6.1 of Agreement
and based on the principle of “staff
arrangement according to the assets”, the
labor relations, social insurance relations
including pension, medical treatment,
unemployment, working injury and maternity,
and other liable welfare and salary of all the
staff in Victor Onward Holdings. (including
but not limited to on-post employees,
employees awaiting job assignments, retired
employees, retained employees with suspend
salary, transferred employees, and temporary
19
Sino Great Wall Co., Ltd. The First Quarterly Report 2016
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
make in initial
No No No No
public offering
or re-financing
Equity
incentive No No No No
commitment
Other
commitments
for medium No No No No
and small
shareholders
Completed on
Yes
time(Y/N)
If the
commitments
is not fulfilled
on time, shall
No
explain the
specify reason
and the next
work plan
20
Sino Great Wall Co., Ltd. The First Quarterly Report 2016
IV．Prediction of Business performance for January- June 2016
Estimation of accumulative net profit from the beginning of the year to the end of next report period to be loss
probably or the warning of its material change compared with the corresponding period of the last year and
explanation of reason.
√ Applicable □ Not applicable
Forenotice of earnings: Turning loss to profit
Type of date filled for the prediction: Interval figures
Same period of the previous year
Year beginning to end of next report period
Before recombination After recombination
Estimated amount of
accumulative net 19,000 -- 22,000 -60.86 16,534.23
profit(RMB’0000)
Basic earnings per shares
0.42 -- 0.49 -0.004 0.37
(Yuan/share)
In 2015, the company completed major assets restructuring. Wherein, on July 29, 2015, the
ownership of 100% of Sino Great Wall International Engineering Co., Ltd., namely, the underlying
assets of the major assets restructuring this time, was transferred to the company. On October 26,
Notes to forenotice of 2016, the fun raised fro the major assets restructuring was fully transferred into the company’s
earnings account. In the later half year of 2015, the company completed the major assets restructuring. Since
so, the quality of assets and operating condition in the company had fundamentally improved if
compared with the past, while its profitability was greatly enhanced and the businesses in the
company maintained stable and on the rise.
V Securities investments
□ Applicable √ Not applicable
No such cases in the Reporting Period
VI. Investment in derivatives
□ Applicable √Not applicable
No such cases in the Reporting 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
January 20,2016 Onsite investigation Organization The interactive relation with the
21
Sino Great Wall Co., Ltd. The First Quarterly Report 2016
investors on Shenzhen Stock
Exchange platform about Sino Great
Wall International Engineering Co.,
Ltd: Record of the investors relations
activities on January 20, 2016
The interactive relation with the
investors on Shenzhen Stock
Exchange platform about Sino Great
February 1,2016 Onsite investigation Organization
Wall International Engineering Co.,
Ltd: Record of the investors relations
activities on February 1, 2016
The interactive relation with the
investors on Shenzhen Stock
Exchange platform about Sino Great
March 3,2016 Onsite investigation Organization
Wall International Engineering Co.,
Ltd: Record of the investors relations
activities on March 3, 2016
The interactive relation with the
investors on Shenzhen Stock
Exchange platform about Sino Great
March 11,2016 Onsite investigation Organization
Wall International Engineering Co.,
Ltd: Record of the investors relations
activities on March 11, 2016
VIII. External guarantee get out of line
□ Applicable √Not applicable
The Company has no external guarantee get out of the line in the Period
IX. Controlling shareholder and its related parties occupying non-business capital of the listed
company
□ Applicable √Not applicable
There are no controlling shareholder and its related parties occupying non-business capital of the listed company
in Period.
22
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