Sino Great Wall Co., Ltd. The First Quarterly Report 2017
Sino Great Wall Co., Ltd.
The First Quarterly Report 2017
April 2017
Sino Great Wall Co., Ltd. The First Quarterly Report 2017
1 Important Notice
The Board of Directors ,Supervisory Committee, all directors, supervisors and senior executives of the Company
hereby guarantees that there are no misstatement, misleading representation or important omissions in this report
and shall assume joint and several liability for the authenticity, accuracy and completeness of the contents hereof.
All the directors attended the board meeting for reviewing the Quarterly Report.
Mr.Chen Lue, Person in charge of the Company, Mrs. Cui Hongli, Chief financial officer and the Mrs. Xian
Zhijuan, 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 .
Sino Great Wall Co., Ltd. The First Quarterly Report 2017
II. Basic information about the company
(1)Main financial data and financial index
Whether it has retroactive adjustment or re-statement on previous accounting data for accounting policy changed
and accounting error correction or not.
□ Yes √ No
es √ No
Changes of this period
This period Same period of last year over same period of last
year(%)
Operating income(RMB) 1,059,865,573.83 924,667,155.55 14.62%
Net profit attributable to the shareholders
99,029,586.64 76,587,282.98 29.30%
of the listed company(RMB)
Net profit after deducting of
non-recurring gain/loss attributable to
99,029,586.64 76,587,282.98 29.30%
the shareholders of listed company
(RMB)
Cash flow generated by business
-447,147,216.26 -318,972,753.01 -40.18%
operation, net(RMB)
Basic earning per share(RMB/Share) 0.0583 0.1714 -65.99%
Diluted gains per
0.0583 0.1714 -65.99%
share(RMB/Share)(RMB/Share)
Weighted average return on equity
5.44% 5.63% -0.19%
(%)
Changes of this
End of this period End of last period period-end over same
period-end of last year(%)
Gross assets(RMB) 8,342,651,308.70 7,986,178,961.63 4.46%
Net assets attributable to the
shareholders of the listed company 1,866,190,708.34 1,777,948,117.49 4.96%
(RMB)
Items and amount of non-current gains and losses
□ Applicable □Not applicable
Sino Great Wall Co., Ltd. The First Quarterly Report 2017
II. Total Shareholders and Shares Held by Top Ten Shareholders at the End of the Reporting
Period
1. About Total Common Shareholders, Total Preference Shareholders with the Voting Power Recovered
and the Shares Held by Top Ten Common Shareholders
In shares
Total preference shareholders
Total number of common with the voting power
57,374
shareholders at the period-end recovered at the end of the
reporting period(if any)
Shares held by the top 10 shareholders
Amount of Pledging or freezing
Properties of Share tradable shares
Shareholder name Quantity Status of the
shareholder proportion % with Conditional Quantity
shares
held
Domestic Natural
Chen Lue 34.36% 583,454,556 581,722,696 Pledge 435,260,594
person
STYLE-SUCCES Foreign legal
5.47% 92,970,910
S LIMITED person
Domestic Non-
Union Holdings
State-owned legal 5.18% 87,935,921
Co., Ltd.
person
Domestic Natural
He Feiyan 3.23% 54,800,458 54,800,458
person
Jiutai Fund-
Bank of
Communications
-Jiutai Huitong Other 2.50% 42,479,672 42,479,672
No.2 specific
customer asset
management plan
Rich Crown
Foreign legal
Investment Co., 1.37% 23,235,313
person
Ltd.
Bank of China-
Fortis Income
Other 1.12% 18,961,320
Growth Securities
Investment Fund
Jiangxi Taihao Domestic Non-
1.11% 18,791,879
Venture State-owned legal
Sino Great Wall Co., Ltd. The First Quarterly Report 2017
Investment person
Centre(LP)
ICBC-Huitianfu
private activity of
Other 0.82% 13,882,602
hybrid securities
investment fund
Domestic Non-
Qinghai Heyi
State-owned legal 0.79% 13,356,984
Mining Co.,Ltd/
person
Shareholding of top 10 shareholders of unrestricted shares
Quantity of unrestricted shares held at the end of the Share type
Name of the shareholder
reporting period Share type Quantity
Foreign shares
placed in
STYLE-SUCCESS LIMITED 92,970,910 92,970,910
domestic
exchange
RMB Common
Union Holdings Co., Ltd. 87,935,921 87,935,921
shares
Foreign shares
placed in
Rich Crown Investment Co., Ltd. 23,235,313 23,235,313
domestic
exchange
Bank of China-Fortis Income RMB Common
18,961,320 18,961,320
Growth Securities Investment Fund shares
Jiangxi Taihao Venture Investment RMB Common
18,791,879 18,791,879
Centre(LP) shares
ICBC-Huitianfu private activity of RMB Common
13,882,602 13,882,602
hybrid securities investment fund shares
RMB Common
Qinghai Heyi Mining Co.,Ltd/ 13,356,984 13,356,984
shares
Qianhai Life Insurance Co., Ltd.- RMB Common
12,687,900 12,687,900
Haili shares
RMB Common
Jiang Wei 9,573,460 9,573,460
shares
Qianhai Life Insurance Co., Ltd.- RMB Common
9,209,687 9,209,687
Jufu product shares
Explanation on associated Mr. Chen Lue and Ms. He Feiyan are the unanimous persons; Union Holding Co., Ltd. and Ri
relationship or concerted action of ch Crown Investment Co., Ltd.and the other shareholders of circulation do not know whether
the above shareholders there is any related relationship.
Sino Great Wall Co., Ltd. The First Quarterly Report 2017
Note to the top 10 common
stockholders involved in margin
Nil
financing & securities lending (If
any)
Whether top ten common shareholders or top ten common shareholders with un-restrict shares held have a
buy-back agreement dealing in reporting period.
□ Yes √ No
The top ten common shareholders or top ten common shareholders with un-restrict shares held of the Company
have no buy –back agreement dealing in reporting period.
2.Total number of preferred shareholders and shareholding of top 10 preferred shareholders by the end of
the report period
□ Applicable √Not applicable
Sino Great Wall Co., Ltd. The First Quarterly Report 2017
II 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
Mainly due to the increase of
Other account company bid and project
1,025,746,055.75 651,012,132.91 57.56%
Payable guarantee compared with
beginning of the term.
Mainly due to the decrease of
Stocks 215,927,364.32 332,904,930.36 -35.14% project materials and
stocks .
Mainly due to the capital
Other non-current investment increase in
205,035,888.14 116,902,258.30 75.39%
assets; establishing Medical Company
for PPP Project.
127.41% Mainly due to the increase of
selling expenses 5,524,280.43 2,429,168.94
engineering maintenance cost.
Mainly due to the fast development
Administrative
65,256,604.52 42,252,271.83 54.45% of business, increase of staff salaries,
expense
travel expenses and consulting fees.
Mainly due to the increase of
Company short-term and long-term
Financial expenses 49,367,053.47 14,979,885.12 229.56%
borrowings, and the increase of
overseas guarantee amortization.
Asset impairment ainly due to the good payment
loss 21,815,009.43 29,750,485.54 -26.67% collection of the report
period.
Net Cash flow Mainly due to the large
generated by -447,147,216.26 -318,972,753.01 40.18% initial investment of new
business operation projects.
Mainly due to the capital
Net cash flow
investment in establishing
generated by -97,335,685.87 100%
Medical Company for PPP Project
investment
during the report period.
Sino Great Wall Co., Ltd. The First Quarterly Report 2017
Net cash flow Mainly due to the decrease of new
generated by 182,667,608.55 406,096,087.93 -55.02% bank borrowings compared with
financing last year.
II. The progress of significant events and influence, as well as the analysis and explanation on resolving
proposal.
√ Applicable □ Not applicable
On February 16, 2017, the 16th meeting of the 7th Board of Directors and the 11th meeting of the 7th Board of
Supervisors were convened to deliberate and approve the related proposals on Non-public Issuing of Shares. On
the non-public offering of shares in the number of issues issued to raise funds to adjust the amount. March 18,
2017, the company disclosed the \"non-public offering of A shares on the review of feedback reply (revised)
notice.\"
On March 22, 2017, the Securities and Futures Commission issued an audit committee to review the company's
application for non-public offering of A shares. According to the results of the meeting review, the company's
non-public offering of A shares of the application has been approved. At present, the company has not yet received
written approval from the China Securities Regulatory Commission, the company will receive the China
Securities Regulatory Commission to be approved by the official documents after the announcement. Please pay
attention to investment risk investors. \"
Description of the website for disclosing
Overview of material matters Date of disclosing
provisional announcements
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
Time
of Period
Commitment makin of Fulfil
Commitment Type Contents
maker g commi lment
commi tment
tment
Commitment on share reform No No No No No
Commitment in the acquisition report
No No No No No
or the report on equity changes
Shares acquired by purchases of assets Strict
Chen Lue, He Stock March 36
Commitments in assets reorganization through issuing shares: “I will not transfer the perf
Feiyan lock 19,201 month
new shares of Victor Onward Holdings ormi
Sino Great Wall Co., Ltd. The First Quarterly Report 2017
acquired through this restructuring, including 5 s ng
but not limited to the public transfer through
the stock market or by agreement, and I will
not entrust anybody else to manage my shares
of Victor Onward Holdings, within 36 months
from the date new shares list and before the
date I’ve carried out my obligations of
performance compensation under this
restructuring(subject to whatever is early,
hereinafter referred to as “lock-up periods”).
If the closing price of shares of Victor
Onward Holdings were lower than this issue
price for 20 continuous trading days in 6
months after the restructuring transaction has
been completed, or the final closing price
were lower than this issue price 6 months
after the transaction has been completed, the
lock-up periods of my shares of Victor
Onward Holdings are automatically
prolonged for 6 months. (The
above-mentioned issue price will be
calculated according to the price after the
adjustment of ex-dividend, etc. if ex-dividend
behaviors of the company, including
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 March 19,2015 36 mont hs
Strict perfor ming Shenzhen Victor Onward
Textile Industrial Co., Ltd. The Third
Quarterly Report 2015. 14 investigated by
judicial authorities or China Securities
Regulatory Commission due to false record,
misleading statement or major omission of the
information provided or disclosed, I will not
transfer my shares of the company before the
conclusion of the case has been made clear.
After the above-mentioned lock-up periods, I
will sell or transfer the new shares of the
company acquired from this restructuring
following relevant regulations of China
Securities Regulatory commission and
Shenzhen Stock Exchange.
Sino Great Wall Co., Ltd. The First Quarterly Report 2017
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
March 36
Stock to the public transfer through the stock market perf
Chen Lue 19,201 month
lock or by agreement, within 36 months from the ormi
5 s
date new shares list. If regulation rules or ng
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,
No etc. and try our best to avoid fund intercourse Strict
March
capital with listed companies or Sino Great Wall, Long-t perf
Chen Lue 19,201
occupa which has nothing to do with normal erm ormi
tion operations. If Sino Great Wall got penalized ng
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.
In view of the fact that the houses rented by
Sino Great Wall and it’s son subsidiaries,
subsidiaries, haven’t rental registration, I
Strict
Cash promise, if Sino Great Wall and its son March
Long-t perf
Chen Lue compe subsidiaries, subsidiaries, were penalized by 19,201
erm ormi
nsation real estate management department or
ng
suffered other losses resulting from it, I agree
to compensate the loss of the company by
cash.
Sino Great Wall Co., Ltd. The First Quarterly Report 2017
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 Strict
Cash March
existed in the Libo project, I promise as Long-t perf
Chen Lue compe 19,201
follows: if Sino Great Wall got penalized by erm ormi
nsation
government administration departments or ng
suffered any economic loss resulted from it, I
will compensate the company by cash;
Meanwhile, I, within lawful authority, will
also promise to urge the company to
undertake related construction projects legally
so as to avoid violating issues happened
before implementation of bidding process,
i.e., at the time for construction again.
“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
Sino Great Wall needs to pay caused by the
final results of ligation and arbitration cases, Strict
Cash March
exceed the amount of liabilities which Long-t perf
Chen Lue compe 19,201
recognized in the “Audit Report” made for erm ormi
nsation
Sino Great Wall by Ruihua CPA (Special ng
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
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
Strict
Cash parent-subsidiary companies of Sino Great March
Long-t perf
Chen Lue compe Wall and its subsidiary corporation, which 19,201
erm ormi
nsation resulted in inability for parent-subsidiary
ng
companies of Sino Great Wall and its
subsidiary corporation to continue leasing this
Sino Great Wall Co., Ltd. The First Quarterly Report 2017
house property but having to relocate, or
parent-subsidiary companies of Sino Great
Wall and its subsidiary corporation can’t
timely find suitable workplace for lawful
operation in related area, I will undertake to
compensate by cash for parent-subsidiary
companies of Sino Great Wall’s losses which
are caused by operation and finance due to the
above-mentioned matters. 2. I undertake to
unconditionally bear the relevant fines by
cash for parent-subsidiary companies of Sino
Great Wall on condition that the rental house
property of parent-subsidiary companies of
Sino Great Wall and its subsidiary corporation
is in absence of handling procedures for filing
house leasing ,which resulted in that
parent-subsidiary companies of Sino Great
Wall and its subsidiary corporation are fined
by property administrative department. 3.The
commitment letter is irrevocable.
“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 ,
including the competent authorities’ Strict
Cash March
requirement for Sino Great Wall or its Long-t perf
Chen Lue compe 19,201
subsidiary to make supplementary payment, erm ormi
nsation
to be punished and resourced, I will bear by ng
full-amount cash for the fee of supplemental
payment and the expense and fee for being
punished or resourced, which is to guarantee
Sino Great Wall and its subsidiary to avoid
suffering 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, Strict
Cash March
Dadian Town, Yongqiao District, Suzhou City Long-t perf
Chen Lue compe 19,201
with 32,966 square meters of area and the erm ormi
nsation
purpose for industry. Suzhou Lvbang ng
possesses its own factory with 9,843.87
square meters of area above-mentioned,
which is the building reserved on the former
Sino Great Wall Co., Ltd. The First Quarterly Report 2017
selling land. Suzhou Lvbang is carrying out
refurnishing and reconstruction for this
factory and has acquired “License of
Construction Land Planning ”with
No.2014-08-001 approved and issued by
Yongqiao District, Suzhou City’s housing and
rural construction bureau, of which other
examination and approval procedures of
construction are in the process of handling “I
undertake to actively supervise and urge
Suzhou Lvbang on handling procedures of the
approval process involved with factor
refurnishing and reconstruction, and which is
suffered from administrative punishment by
relevant competent authorities in reason of
claiming certificate of title, or in which any
dispute or controversy exist in construction
and ownership, which shall be my
responsibility to carry out solution, and I
undertake to compensate by cash for Suzhou
Lvbang’s losses which are due to this matter,
guaranteeing no losses occur to Sino Great
Wall and Suzhou Lvbang for this matter.
“According to the “Agreement of Significant
Asset Replacement and Issue of Share to Buy
Asset”(hereinafter referred to as
“Agreement”) signed among Victor Onward
Holdings, all shareholders of Sino Great Wall
and Union Development Group Co., Ltd
(hereinafter referred to as“ Union Group”) on
October 13, 2014, all the creditor’s rights and
liabilities related to place-out asset before the
Strict
Cash delivery date of Victor Onward Holdings shall March
Long-t perf
Chen Lue compe be Union Group’s responsibility to carry out 19,201
erm ormi
nsation solution; After the asset delivery date, if any 5
ng
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
Sino Great Wall Co., Ltd. The First Quarterly Report 2017
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
Perfor losses and attributable to the parent Strict
May
Chen Lue , He mance companies’ owners after audition of 2015, Long-t perf
11,201
Feiyan commi 2016 and 2017 shall be respectively more erm ormi
tment than RMB 345.8 million, RMB 438.5 million ng
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 1. This reorganization is planned to place in
Feiyan, Wuxi asset. At present, complete separation has
Hengtai existed between me or other enterprises under
Jiuding Assets my possession (if any) and the listed company
Management in staff, asset, finance, institution and business
Centre of Sino Great Wall. Independence exists in
(LP);Yantai both staff, asset, finance, institution and
Zhaoxuan business and no confusion exists. 2. I
Indepe Septe Strict
Yuantai undertake, after this reorganization, to ensure
ndent mber Long-t perf
Jiuding the continued complete separation between
compe 30,201 erm ormi
Venture me or other enterprises under my
tition 5 ng
Investment possession(if any) and the listed company in
Centre staff, asset, finance, institution and business,
(LP);Suzh sustaining the independence in the listed
ou Taiyao company’s staff, asset, finance, institution and
Zhongshan business, as follows: (1).The Ensurance of
Jiuding Independence for Listed Company’s
Investment Personnel Ensure that the general manager,
Centre the vice-general manger, the chief financial
Sino Great Wall Co., Ltd. The First Quarterly Report 2017
(LP);Jiaxing officer, the board secretary and the senior
Jiahe Jiuding executives of the Company only accept salary
Investment in listed company, including no holding of
Centre(LP) 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 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
Sino Great Wall Co., Ltd. The First Quarterly Report 2017
and complete institutional framework
2.Ensure that the shareholder’s meeting, the
board of director, the independent director, the
supervisor and the general managers exercise
official powers according to laws, regulations
and articles of incorporation (5)The
Ensurance of the Business Independence of
Listed Company 1. Ensure that the listed
company possesses the asset, staff,
qualification and ability for independently
holding business activities, which possesses
the independent, autonomous and sustain
operation ability catering to the market. 2.
Ensure that I will not intervene the listed
company’s business activities except
exercising shareholder’s rights. 3.Ensure that
I or other enterprises under my possession
will avoid working on the listed company’s
main business which possesses substantial
competition. 4. Ensure to reduce the related
transaction between me and the listed
company or between other enterprises under
my possession and the listed company as
much as possible; When confirming necessary
but unavoidable related transaction, I will
ensure the fair operation according to the
principle of market culture and the fair price,
and fulfill the transaction procedures and the
obligation of disclosing information
according to relevant laws and regulations
and normative document.
Chen Lue; He “Once I or our unit acquire the newly-added
Feiyan;Wuxi share of Victor Onward Company through this
Hengtai transaction, no transfers will occur in any way
Jiuding Assets within 12 months from the listing date,
Management including but not limited to public transfer by
Relate
Centre(LP); securities market or transfer by agreement, March Strict
d Lont-t
Yantai and no entrusting for others to manage my 19,201 perfo
transac erm
Zhaoxuan holding share of Victor Onward Holdings . 5 rming
tion
Yuantai Once the above-mentioned lockup period
Jiuding expires, I will implement the selling or
Venture transferring of the newly-added share of
Investment Victor Onward Holdings according to the
Centre relevant provision of CSRC and SZSE.
Sino Great Wall Co., Ltd. The First Quarterly Report 2017
(LP);Suzh
ou Tianyao
Zhongshan
Jiuding
Investment
Centre(LP);
Jiaxing Jiahe
Jiuding
Investment
Centre(LP)
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
Nanshan District have not been recorded in
the assessment. Therefore, Union Group
promises that after the reorganization, if
Union or a third party appointed by Union
receives compensations or incomes related
toabove-mentioned disposed assets which are
Union Incom house property and land without property
March Strict
Development e certificate as well as regaining of plots Long-t
19,201 perfo
Group Co., dispos planned as schools, Union will return the erm
5 rming
Ltd. al benefits to Victor Onward Holdings, in 10
working days since the collection. The actual
costs and fees during the possession of the
house property and 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
Sino Great Wall Co., Ltd. The First Quarterly Report 2017
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
Onward Co. Ltd.. and Sino Great Wall, Victor
Onward Holdings should obtain the letter of
approval concerning the transferred debts of
the disposed assets from the creditor
(including the guarantee, similarly
hereinafter) before the date of assets delivery.
In the situation of debts on Victor Onward
Holdings due to the absence of creditor’s
Union consent, the company or the third party
Cash March Strict
Development appointed by the company is in charge of Long-t
compe 19,201 perfo
Group Co., paying off debts or reaching agreement on the erm
nsation 5 rming
Ltd 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
Sino Great Wall Co., Ltd. The First Quarterly Report 2017
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 Shenzhen Victor
Onward Textile Industrial Co., Ltd. The Third
Quarterly Report 2015. 25 employees,
employees awaiting job assignments, retired
employees, retained employees with suspend
salary, transferred employees, and temporary
employees, etc) will be transferred to the
company or the third party appointed by the
company. Compensations or related matters
(if any) due to the termination of labor
relationship in advance with Victor Onward
Holdings, the company or the third party
appointed by the company will be in charge of
the payment. The company promises that for
the losses caused by matters such as the
above-mentioned debt transfers of disposed
assets, personnel arrangement, unsettled
disputes, potential debts, payment obligations
and penalties, the company or the third party
appointed by the company will fully
compensate for the losses of Victor Onward
Holdings due to the above-mentioned matters
based on the Agreement in cash.
1.Guarantee that interest will be transferred to
other units or individuals which are with
All directors Strict
Fill compensation or without fair conditions, July Long-t
of the perfo
returns neither other ways which are harmful to the 7,2016 erm
company rming
Company’s interest will be
adopted;2.Guarantee restraint conduction for
Sino Great Wall Co., Ltd. The First Quarterly Report 2017
the duty consuming behavior of directors and
senior managers;3.Guarantee that no capital
of the Company will be employed for
engaging in investment or consumption which
are not involved with duty
performance;4.Guarantee that the
compensation system formulated by the board
of director or Compensation and Assessment
Committee is linked with the exertion
situation of the Company’s return filling
solution;5. Shall stock incentive mechanism
subsequently be introduced by the Company,
the exertion condition of the Company’s stock
incentive mechanism which is intended to be
published is guaranteed to be linked with the
exertion situation of the Company’s return
filling solution;6.When stock incentive
mechanism is intended to be carried out
subsequently , I promise, within the legal
range, to prompt the exertion condition of the
Company’s stock incentive mechanism which
is intended to publish is guaranteed to be
linked with the exertion situation of the
Company’s return filling solution;7. I promise
the commitments above will be fulfilled
strictly, and guarantee actual fulfillment for
the Company’s return filling solution. Shall
any commitments be violated or be refused to
fulfill by me, I will fulfill corresponding
obligations of explanation and apology
according to relevant regulations of Guidance
on First Issue, Refinancing, Major Asset
Reorganization and Dilution for Return at
Sight by CSRC, and will approve the
supervision measures or self-discipline
supervision measures made by CSRC, SZSE
and China Association for Public Companies.
Any losses occurred upon he Company or the
shareholders, I am willing to undertake the
responsibility for corresponding
compensation in accordance with laws.
Guarantee that no operating management will Strict
Chen Lue, He Fill July Long-t
be intervened with exceeded authority, and no perfo
Feiyan returns 7,2016 erm
interest of the Company will be expropriated. rming
Sino Great Wall Co., Ltd. The First Quarterly Report 2017
Commitments make in initial public
No No No No No
offering or re-financing
Equity incentive commitment No No No No No
Other commitments for medium and
No No No No No
small shareholders
Completed on time(Y/N) Yes
If the commitments is not fulfilled on
time, shall explain the specify reason Nil
and the next work plan
IV.Prediction of Business performance for January- June 2017
Estimation of accumulative net profit from the beginning of the year to the end of next report period to be loss
probably or the warning of its material change compared with the corresponding period of the last year and
explanation of reason.
√Applicable□ Not applicable
V. Investment in securities
□ Applicable √ Not applicable
No securities investment in period.
VI. Investments in derivatives
□ Applicable √ Not applicable
There is no derivative investment during the report period.
VII. The registration form of acceptance of investigation, communication and interview in the report
period for future reference
√Applicable□ Not applicable
Reception time Way of reception Types of visitors Basic index
The interactive relation with the
investors on Shenzhen Stock Exchange
platform about Sino Great Wall
January 9,2017 Onsite investigation Organization
International Engineering Co., Ltd:
Record of the investors relations
activities on January 9, 2017.
The interactive relation with the
January 12,2017 Onsite investigation Organization investors on Shenzhen Stock Exchange
platform about Sino Great Wall
Sino Great Wall Co., Ltd. The First Quarterly Report 2017
International Engineering Co., Ltd:
Record of the investors relations
activities on January 12, 2017.
The interactive relation with the
investors on Shenzhen Stock Exchange
platform about Sino Great Wall
February 21,2017 Onsite investigation Organization
International Engineering Co., Ltd:
Record of the investors relations
activities on February 21, 2017.
The interactive relation with the
investors on Shenzhen Stock Exchange
platform about Sino Great Wall
February 22,2017 Onsite investigation Organization
International Engineering Co., Ltd:
Record of the investors relations
activities on February 22, 2017.
VIII. External guarantee get out of line
□ Applicable √Not applicable
The Company has no external guarantee get out of the line in the Period
IX. Controlling shareholder and its related parties occupying non-business capital of the listed company
□ Applicable √Not applicable
There are no controlling shareholder and its related parties occupying non-business capital of the listed company
in Period