Sino Great Wall Co., Ltd. 2015 Annual Report
Sino Great Wall Co., Ltd.
2015 Annual Report
April 2016
Sino Great Wall Co., Ltd. 2015 Annual Report
I. Important Notice, Table of Contents and Definitions
The Board of Directors and the directors, Supervisory Committee and supervisors and Senior Executives of the
Company hereby warrant that at the year , 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.
Mr.Chen Lue , The Company leader, 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 annual report.
All the directors attended the board meeting for reviewing the Annual Report.
There are detailed descriptions in the annual report about the possible risks may faced, but due to the influence of
various factors, there may be some differences between the specific situations and the descriptions, furthermore,
the company’s description on the company’s future development strategy does not constitute the solid
commitment to the investors, so please be aware of the investment risks.
The profit distribution proposal reviewed and approved by the boarding meeting was summarized as follows:
446,906,582 for the base, the Company would distribute cash dividend to all the shareholders at the rate of CNY0
for every 10 shares (with tax inclusive) , 0 bonus shares（including tax）,The Company will transfer the capital
reserve to increase capital stock, 28 shares for every 10 shares.
Sino Great Wall Co., Ltd. 2015 Annual Report
Table of Contents
I.Important Notice, Table of contents and Definitions
II. Basic Information of the Company and Financial index
III. Outline of Company Business
IV. Management’s Discussion and Analysis
V. Important Events
VI. Change of share capital and shareholding of Principal Shareholders
VII. Situation of the Preferred Shares
VIII. Information about Directors, Supervisors and Senior Executives
IX. Administrative structure
X. Financial Report
Sino Great Wall Co., Ltd. 2015 Annual Report
Definition
Refers
Terms to be defined Definition
to
Refers
Company Law Company Law of the People’s Republic of China
to
Refers
Securities Law Securities Law of the People’s Republic of China
to
Refers
“CSRC” China Securities Regulatory Commission
to
Refers
Company,The Company, Sino Great Wall Sino Great Wall Co., Ltd.
to
Refers
Sino International Sino Great Wall International Engineering Co., Ltd.
to
Refers
BDO BDO China Shu Lun Pan Certified Public Accountants LLP
to
Refers
SZSE Shenzhen Stock Exchange
to
Refers
Reporting period January 1, 2015 to December 31, 2015
to
Refers
Yatian Decoration Shenzhen Yatian Decoration Design Engineering Co., Ltd.
to
Refers
Union Development Union Development Group Co., Ltd.
to
Refers
Union Holdings Union Holdings Co., Ltd.
to
Refers
Rich Crown Investment Rich Crown Investment Co., Ltd.
to
Sino Great Wall Co., Ltd. 2015 Annual Report
II. Basic Information of the Company and Financial index
I．Company Information
Stock abbreviation: Sino Great Wall Sino-B Stock code：
Stock exchange for listing Shenzhen Stock Exchange
Name in Chinese 神州长城股份有限公司
Chinese Abbreviation 神州长城 神州 B
English name (If any) Sino Great Wall Co., Ltd.
English Abbreviation (If any) Sino Great Wall Sino-B
Legal Representative Chen Lue
Registered address 26 Kuipeng Road, Kuiyong Town, Longgang District, Shenzhen
Postal code of the Registered
Address
Office Address Sino Great Wall Building, No.3 Jinxiu Street,Economic Technology Development Zone , Beijing
Postal code of the office
address
Internet Web Site www.sgwde.com
E-mail 000018sz@sina.com
II. Contact person and contact manner
Board secretary Securities affairs Representative
Name Yang Chunling Liu Guofa
Sino Great Wall Building, No.3 Jinxiu Sino Great Wall Building, No.3 Jinxiu
Contact address Street,Economic Technology Development Street,Economic Technology Development
Zone , Beijing Zone , Beijing
Tel 010-89045855 010-89045855
Fax 010-89045856 010-89045856
E-mail 1208806865@qq.com 000018sz@sina.com
III. Information disclosure and placed
Newspapers selected by the Company for information
Securities Times and Hongkong Commercial Daily.
disclosure
Internet website designated by CSRC for publishing
http: // www.cninfo. com. cn
the Annual report of the Company
The place where the Annual report is prepared and Secutities Department , Sino Great Wall Building, No.3 Jinxiu
placed Street,Economic Technology Development Zone , Beijing
Sino Great Wall Co., Ltd. 2015 Annual Report
IV.Changes in Registration
Organization Code 91440300618801483A
On October 13, 2015, the company held the 26th board meeting of the sixth session
board of directors, at which the Proposal on Alteration of the Company’s Business
Scope was examined and approved. In the light of the major asset restructuring
conducted by the company, the main business of the company shall be significantly
changed. In order to meet the company’s development requirements, the company
planned to change the company’s business scope to “Engineering design and
construction, infrastructure investment, new energy construction and investment,
medical investment, life technology research and development, equipment
Changes in principal business activities
manufacturing, defense equipment, financial investment and real estate development
since listing (if any)
(Finally, the business scope shall be the business scope approved by the Administration
for Industry and Commerce) from the original business scope of “Production and
operation of the textile industry products and its required raw materials, accessories,
machinery and equipment, all kinds of fabrics and clothing and providing related
services(Do not contain the products included in the existing license management, if
has a license, then it will execute by the license). The Proposal on Alteration of the
Company’s Business Scope was examined and approved in the 2015 second
extraordinary general shareholder meeting which was convened on October 29, 2015,
On October 14, 2015, the company completed the share-issuing of a total of
251,849,593 shares issued to 17 transaction objects such as Chen Lue for purchasing
related assets, of which the issuing price is RMB 9.84 per share. Of which Chen Lue
Holdings held 138,340,890 shares, taking for 32.86% of the company’s share capital,
The Largest shareholder of the company was changed to Mr. Chen Lue form Union
Holdings Co., Ltd. And the actual controller of the Compnay was changed to Mr.
Changes is the controlling shareholder in
Chen Lue from Union Developemnt Co., Ltd.
the past (is any)
On Nov 27, 2015, the company completed the non-public share-issuing to purchase the
assets and raise the matching funds. The total share quantity of the non-public
share-issuing for raising funds is 25,914,633 shares, with issuing price of RMB 9.84
per share, of which Chen Lue subscribed 14,735,772 shares of the newly increasing
shares. After completing the non-public share-issuing, the company’s total share capital
shall be changed to 446,906,582 shares, of which Mr. Chen Lue holds 153,076,662
shares, taking for 34.25% of the company’s total share capital, remained as the
company’s actual controlling shareholder and the actual controller.
V. Other Relevant Information
CPAs engaged
Name of the CPAs BDO China Shu Lun Pan Certified Public Accountants LLP
Office address： 10/F of the No.7 Building, No16 Yard, Mid of West 4th Ring Road, Haidian DDistrict, Beijing
Sino Great Wall Co., Ltd. 2015 Annual Report
Names of the Certified Public
Liao Jiahe, Xu Shibao
Accountants as the signatories
The sponsor performing persist ant supervision duties engaged by the Company in the reporting period.
√Applicable □Not applicable
Sponsor name Office address Representatives Period of supervision and guide
6/F,A Unit, Fengming
Huatai United Securities Co., International Building, No.22, Jia Chunhao, Mao Dawei, Wu September 27, 2015 to
Ltd. Fengsheng Hutong, Xicheng Wenmin December 31,2018
District, Beijing
The Financial advisor performing persist ant supervision duties engaged by the Company in the reporting period
√ Applicable □Not applicable
Advisor Name Office address Representatives Period of supervision and guide
6/F,A Unit, Fengming
Huatai United Securities Co., International Building, No.22, Jia Chunhao, Mao Dawei, Wu September 27, 2015 to
Ltd. Fengsheng Hutong, Xicheng Wenmin December 31,2018
District, Beijing
VI.Summary of Accounting data and Financial index
May the Company make retroactive adjustment or restatement of the accounting data of the previous years due to
change of the accounting policy and correction of accounting errors.
□Yes √No
Changed over last
2015 2014
year（％）
Operating Gross income（RMB） 4,010,358,999.58 2,754,684,893.91 45.58% 2,035,212,861.16
Net profit attributable to the
shareholders of the listed 346,648,651.48 186,857,504.45 85.51% 103,518,058.00
company（RMB）
Net profit after deducting of
non-recurring gain/loss
347,196,614.68 183,801,389.95 88.90% 101,026,921.20
attributable to the shareholders
of listed company（RMB）
Cash flow generated by business
-292,051,257.08 163,847,389.34 -278.25% -182,151,177.61
operation, net（RMB）
Basic earning per
1.50 0.74 102.70% 0.6120
share(RMB/Share)
Diluted gains per
1.50 0.74 102.70% 0.6120
share(RMB/Share)(RMB/Share)
Net asset earning ratio（%） 34.52% 24.54% 9.98% 17.46%
Sino Great Wall Co., Ltd. 2015 Annual Report
End of Changed over last
End of 2015 End of 2013
2014 year（％）
Gross assets（RMB） 4,017,462,824.63 2,447,572,750.57 64.14% 1,675,076,620.29
Net assets attributable to
shareholders of the listed 1,282,256,738.74 761,471,188.44 68.39% 593,026,818.30
company（RMB）
Ⅶ.The differences between domestic and international accounting standards
1．Simultaneously pursuant to both Chinese accounting standards and international accounting standards
disclosed in the financial reports of differences in net income and net assets.
□ Applicable √ Not applicable
The Company had no difference of the net profit or net assets disclosed in financial report, under either IAS
(International Accounting Standards) or Chinese GAAP(Generally Accepted Accounting Principles) in the period.
2. Differences of net profit and net assets disclosed in financial reports prepared under overseas and
Chinese accounting standards.
□ Applicable √Not applicable
The Company had no difference of the net profit or net assets disclosed in financial report, under either foreign
accounting rules or Chinese GAAP(Generally Accepted Accounting Principles) in the period.
Ⅷ.Main Financial Index by Quarters
In RMB
First quarter Second quarter Third quarter Fourth quarter
Operating income 825,262,582.68 1,255,946,636.48 835,406,170.68 1,093,743,609.74
Net profit attributable to the
47,877,449.11 117,464,892.01 77,186,010.32 104,120,300.04
shareholders of the listed company
Net profit after deducting of
non-recurring gain/loss attributable
47,519,957.09 117,483,194.26 77,869,941.81 104,323,521.52
to the shareholders of listed
company
Net Cash flow generated by
-116,108,845.35 -127,687,027.48 -83,783,608.09 35,528,223.84
business operation
Whether significant variances exist between the above financial index or the index with its sum and the financial
index of the quarterly report as well as semi-annual report index disclosed by the Company.
□ Yes √No
Sino Great Wall Co., Ltd. 2015 Annual Report
Ⅸ.Items and amount of non-current gains and losses
√Applicable □Not applicable
In RMB
Items Amount (2015) Amount (2014) Amount (2013)
Non-current asset disposal gain/loss(including the
write-off part for which assets impairment -81,112.15 -137,889.40
provision is made)
Govemment subsidy recognized in currentgain
and loss(excluding those closely related to the
342,246.00
Company’s business and granted under the state’s
policies)
Capital occupation fees charged by non financial
5,214,416.45 3,232,123.00
enterprises in the current profits and losses
Except the effective hedge business related to the
normal operation business of the Company, the
profit and loss in the changes of fair values
caused by the holding of tradable financial assets
60,407.78
and tradable financial liabilities as well as the
investment returns in disposal of tradable
financial assets, tradable financial liabilities and
saleable financial assets
Other non-operating income and expenditure
