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神州B:2018年第一季度报告正文(英文版) 下载公告
公告日期:2018-04-28
Sino Great Wall Co., Ltd. The First Quarterly Report 2018
Stock code: 000018 ,200018       Stock ID : Sino Great Wall ,Sino-B             Announcement No. 2018-066
                              Sino Great Wall Co., Ltd.
                              The First Quarterly Report 2018
                                          April 2018
                                                                     Sino Great Wall Co., Ltd. The First Quarterly Report 2018
                                                   1 Important Notice
The Board of Directors ,Supervisory Committee, all directors, supervisors and senior executives of the Company
hereby guarantees that there are no misstatement, misleading representation or important omissions in this report
and shall assume joint and several liability for the authenticity, accuracy and completeness of the contents hereof.
All the directors attended the board meeting for reviewing the Quarterly Report.
Mr.Chen Lue, Person in charge of the Company, Mr.Tang Xianyong, Chief financial officer and the Mr. Tang
Xianyong, the person in charge of the accounting department (the person in charge of the accounting )hereby
confirm the authenticity and completeness of the financial report enclosed in this Quarterly Report .
II. Basic information about the company
(1)Main financial data and financial index
Indicate by tick mark whether the Company needs to retroactively restate any of its accounting data.
□ Yes   √ No
                                                                                                       Changes of this period over
                                                   This period             Same period of last year      same period of last year
                                                                                                                 (%)
Operating income(Yuan)                               923,442,740.92              1,059,865,573.83                        -12.87%
Net profit attributable to the shareholders
                                                       218,523,628.75                 99,029,586.64                        120.66%
of the listed company(Yuan)
Net profit after deducting of non-recurring
gain/loss attributable to the shareholders of            59,559,955.14                99,029,586.64                        -39.86%
listed company(Yuan)
Cash flow generated by business operation,
                                                       809,676,459.22               -447,147,216.26                        281.08%
net(Yuan)
Basic earning per share(Yuan/Share)                              0.1287                       0.0583                       120.75%
Diluted gains per share(Yuan/Share)                              0.1287                       0.0583                       120.75%
Weighted average return on equity(%)                           9.69%                        5.44%                         4.25%
                                                                                                       Changes of this period-end
                                                End of this period            End of last period       over same period-end of last
                                                                                                                 year(%)
Gross assets(Yuan)                                11,806,550,835.12             11,667,845,186.30                         1.19%
                                                                     Sino Great Wall Co., Ltd. The First Quarterly Report 2018
Net assets attributable to the shareholders
                                                        2,359,913,659.75             2,151,482,467.52                        9.69%
of the listed company(Yuan)
Items and amount of non-current gains and losses
√ Applicable □ Not applicable
                                                                                                                            In RMB
                                                                     Amount from beginning of
                                  Items                              the year to the end of the                 Notes
                                                                           report period
Income equal to the amount by which investment costs for the
                                                                                                  The main reason is the
Company to obtain subsidiaries, associates and joint ventures are
                                                                                  88,485,792.54 acquisition of Acura Kliniken
lower than the Company’s enjoyable fair value of identifiable net
                                                                                                  Baden-Baden GmbH Co., Ltd.
assets of investees when making investments
                                                                                                  The main reason is the receipt of
Other gains and losses that meet definition of nonrecurring
                                                                                 113,437,382.46 compensation from Hualian
gain/loss
                                                                                                  Development Group Co., Ltd.
Less: Amount of influence of income tax                                           42,959,501.39
Total                                                                            158,963,673.61                   --
For the Company’s non-recurring gain/loss items as defined in the Explanatory Announcement No.1 on
information disclosure for Companies Offering their Securities to the Public-Non-recurring Gains and Losses and
its non-recurring gain/loss items as illustrated in the Explanatory Announcement No.1 on information Disclosure
for Companies offering their securities to the public-non-recurring Gains and losses which have been defined as
recurring gains and losses, it is necessary to explain the reason.
□ Applicable√ Not applicable
None of Non-recurring gain /loss items recognized as recurring gain /loss/items as defined by the information
disclosure explanatory Announcement No.1- Non –recurring gain/loss in the report period.
                                                                     Sino Great Wall Co., Ltd. The First Quarterly Report 2018
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
Total number of common
                                                 67,825 the voting power recovered at the
shareholders at the period-end
                                                         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         581,340,196 Pledge                    543,576,594
                     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
Bohai
 International
 Trust Co., Ltd.
 -Bohai             Other                       1.69%          28,708,000
 Trust205
 Henglifeng
 Single fund trust
Rich Crown
                     Foreign legal
Investment Co.,                                  1.37%          23,235,313
                     person
Ltd.
Huatai Securities Huatai Securities
                                                 1.01%          17,128,720
Co., Ltd.            Co., Ltd.
                                                                         Sino Great Wall Co., Ltd. The First Quarterly Report 2018
Qinghai Heyi
                     Domestic Non-
Industry
                     State-owned legal               0.79%         13,357,084                       0 Pledge                     13,357,000
Development
                     person
Co., Ltd.
                     Domestic Natural
Song Wenguang                                        0.55%           9,278,581
                     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
Bohai International Trust Co., Ltd.
                                                                                                        RMB Common
 -Bohai Trust205 Henglifeng                                                           28,708,000                                28,708,000
                                                                                                        shares
 Single fund trust
                                                                                                        Foreign shares
                                                                                                        placed in
Rich Crown Investment Co., Ltd.                                                        23,235,313                                23,235,313
                                                                                                        domestic
                                                                                                        exchange
                                                                                                        RMB Common
Huatai Securities Co., Ltd.                                                            17,128,720                                17,128,720
                                                                                                        shares
Qinghai Heyi Industry Development                                                                       RMB Common
                                                                                       13,357,084                                13,357,084
Co., Ltd.                                                                                               shares
                                                                                                        Foreign shares
                                                                                                        placed in
Song Wenguang                                                                           9,278,581                                 9,278,581
                                                                                                        domestic
                                                                                                        exchange
                                                                                                        RMB Common
Cai Yu                                                                                  9,000,000                                 9,000,000
                                                                                                        shares
                                                                                                        RMB Common
Huang Huaian                                                                            8,507,000                                 8,507,000
                                                                                                        shares
                                                                                                        RMB Common
Zhang Xubao                                                                             8,424,300                                 8,424,300
                                                                                                        shares
                                         Mr. Chen Lue and Ms. He Feiyan are the unanimous persons; Union Development Group
Explanation on associated
                                         Co., Ltd..is the controlling shareholder of the Above –mentioned shareholder Union Holdings
relationship or concerted action of
                                         Co., Ltd. And Rich Grown Investment Co., Ltd..      Holding Co., Ltd. and Rich Crown
the above shareholders
                                         Investment Co., Ltd., The other tradable shareholders neither knew whether there exists
                                                                   Sino Great Wall Co., Ltd. The First Quarterly Report 2018
                                     associated relationship between them.
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
Mr.Huang Huaian, an unlimited-sales condition shareholder, agreed on the buy-back of 1,493,000 shares-which
accounts for 0.0879%.
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 2018
                                                      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            This period/Year-end       Same period of the     Changes (%)             Remarks on the change
                                  balance                previous
                                                    year/Year-beginning
                                                          balance
Notes receivable                  168,722,253.97          288,201,562.88       -41.46% Mainly result from the maturity of the notes
                                                                                         Main result from the mobilization of a great
Advance Payment                   515,501,256.41          225,208,527.88      128.90% number of PPP Projects
                                                                                          Mainly because the projects operation is
Inventory                         374,186,902.06          556,839,325.50       -32.80% smooth, and the inventory is turned into cost
Project under                                                                            Mainly result from the Expense of Purchasing
Construction                         8,139,858.34           4,968,590.96       63.83% Overseas Tower cranes
                                                                                         Mainly result from the M&A of Acura
Fixed Asset                       319,942,259.74          174,537,150.56       83.31% Kliniken Baden-Baden GmbH
                                                                                         Mainly result from the M&A of Acura
Intangible Asset                  176,532,391.78          127,524,445.00       38.43% Kliniken Baden-Baden GmbH
                                                                                         Mainly result from the most Payment of this
Notes Payable                 1,325,439,811.58            906,597,988.15       46.20% Period by Notes
                                                                                         Mainly result from the M&A of Acura
Predivted Liability                18,719,986.71            3,414,189.15      448.30% Kliniken Baden-Baden GmbH
Deferred Tax                                                                             Mainly result from the M&A of Acura
Liability                          40,689,117.48           26,088,961.71       55.96% Kliniken Baden-Baden GmbH
Finance Expense                    92,188,683.69           49,367,053.47       86.74% Mainly from the Increased Loan from bank
Asset Impairment                                                                          Mainly result from the Good Payment from
Loss                                 7,032,450.06          21,815,009.43       -67.76% Client in this Period
                                                                                          Mainly result from the Land Compensation
Non-operatiing                                                              2443115.85 from Hualian and the Added Value of
Revenue                           188,488,727.79                7,714.78             % Germany Baden Hospital
Net Cash Flow from                                                                       Mainly result from the project’s smooth
Operating Activity                809,676,459.22         -447,147,216.26      281.08% operation and good payment from client.
Net Cash flow from                -624,966,136.18         182,667,608.55     -442.13% Mainly result from the No. of repayment is
                                                                Sino Great Wall Co., Ltd. The First Quarterly Report 2018
Financing Activity                                                              more of this Period.
II. The progress of significant events and influence, as well as the analysis and explanation on resolving
proposal.
√ Applicable □ Not applicable
1. October 2015, the company implemented the Plan of Major Asset Replacement and Issuance of Shares to
Purchase the Asset Namely the Related Transaction and Raising the Matching Funds, but the land-that’s located
in Shenzhen Nanshan Nanyou Industrial Zone with the Land No. of T104-0054 and the total area of 20,032.1
square meters- and its above-ground buildings were not included in the evaluation scope of the major asset
restructuring. In order to properly resolve the subsequent issues related to the land in this restructuring, during the
reporting period, the Company-Union Development Group Co., Ltd and Mr. Chen Lue successively signed the
“Framework Agreement on the Subsequent Matters after the Period for the Major Asset Restructuring of
Shenzhen Victor Onward Textile Industrial Co., Ltd.”. The \"Economic Compensation Agreement for Subsequent
Matters after the Period for the Major Asset Restructuring of Shenzhen Victor Onward Textile Industrial Co.,
Ltd.\" and the \"Supplementary Agreement on the Economic Compensation Agreement for Subsequent Matters
after the Period for the Major Asset Restructuring of Shenzhen Victor Onward Textile Industrial Co., Ltd.\", and
fulfilled the necessary review procedures for information disclosure obligations. On March 29, 2018, the
Company received the economic compensation of RMB 100 million from Shenzhen Union Development
Investment Co., Ltd designated by Union Development Group in connection to the above-mentioned matters.
                                                            Description   of   the   website   for     disclosing   provisional
Overview of material matters           Date of disclosing
                                                            announcements
                                                            http://www.cninfo.com.cn:Announcement (after correction) on
                                                            Voluntary Information Disclosure Concerning Union Development
                                       February 24,2018
                                                            Group Co., Ltd Giving Compensation about RMB 100 million
                                                            (Announcement No.:2018-029)
                                                            http://www.cninfo.com.cn:Announcement of Resolutions of the
Union Development Group Co., Ltd                            30th Meeting of the Seventh Board of Directors(Announcement
pays compensation of RMB 100 million                        No.:2018-36), Announcement on Signing the Economic
                                       March 13,2018
to the company                                              Compensation Agreement and Changes in the Shareholder's
                                                            Commitment Namely the Related Transaction(Announcement
                                                            No.:2019-038)
                                                            http://www.cninfo.com.cn:Announcement of Resolutions of the
                                       March 19,2018        First provisional shareholders of 2018(Announcement
                                                            No.:2018-050)
2. On March 15th, 2018, the Baden Court made a ruling that the Bankruptcy Proceedings has ended officially.
And in the reporting Period, the Company will consolidate it into Finance Statement based on its fair value, which
increases the non-operating revenue.
                                                                     Sino Great Wall Co., Ltd. The First Quarterly Report 2018
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
The Company has no commitments completed in Period and those without completed till end of the Period from actual controller,
shareholders, related parties, purchaser and companies.
IV.Prediction of Business performance for January- June 2018
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
March 8,2018          Onsite investigation    Organization           Exchange platform about Sino Great Wall Co., Ltd: Record of
                                                                     the investors relations activities on March 8, 2018.
VIII. External guarantee get out of line
□ Applicable √Not applicable
The Company has no external guarantee get out of the line in the Period
                                                          Sino Great Wall Co., Ltd. The First Quarterly Report 2018
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.
                                                                 Chairman of the board :Chen Lue
                                                                 Sino Great Wall Co., Ltd.
                                                                            April 27,2018

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