Stock code: 000018 ，200018 Stock ID : Sino Great Wall ，Sino-B Announcement No. 2019-047
Sino Great Wall Co., Ltd.
The First Quarterly Report 2019
1 Important Notice
The Board of Directors ,Supervisory Committee, all directors, supervisors and senior executives of the Companyhereby guarantees that there are no misstatement, misleading representation or important omissions in this reportand shall assume joint and several liability for the authenticity, accuracy and completeness of the contents hereof.
Other directors attending the Meeting for annual report deliberation except for the followed:
| Name of director absent | Title for absent director | Reasons for absent | Attorney |
| Jiang Chongguang | Independent director | Due to work reasons | Yu Haichun |
Mr.Chen Lue, Person in charge of the Company, Ms.Yang Chunling, Chief financial officer and the Ms. YangChunling, the person in charge of the accounting department (the person in charge of the accounting )herebyconfirm the authenticity and completeness of the financial report enclosed in this Quarterly Report .
II. Basic information about the companyI. Main accounting data and financial indexesIndicate by tick mark whether the Company needs to retroactively restate any of its accounting data.□ Yes √ No
| This period | Same period of last year | Changes of this period over same period of last year（％） | |
| Operating income（RMB） | 152,514,127.64 | 923,442,740.92 | -83.48% |
| Net profit attributable to the shareholders of the listed company（RMB） | -128,964,725.66 | 218,523,628.75 | -159.02% |
| Net profit after deducting of non-recurring gain/loss attributable to the shareholders of listed company（RMB） | -128,964,725.66 | 59,559,955.14 | -316.53% |
| Cash flow generated by business operation, net（RMB） | 24,863,912.37 | 809,676,459.22 | -96.93% |
| Basic earning per share(RMB/Share) | -0.08 | 0.13 | -161.54% |
| Diluted gains per share(RMB/Share)(RMB/Share) | -0.08 | 0.13 | -161.54% |
| Weighted average ROE(%) | -75.37% | 9.69% | -85.06% |
| End of this period | End of last period | Changes of this period-end over same period-end of last year(%) | |
| Gross assets（RMB） | 9,365,266,921.60 | 9,603,455,934.89 | -2.48% |
| Net assets attributable to the shareholders of the listed company（RMB） | 105,937,489.04 | 235,202,473.51 | -54.96% |
Items and amount of non-current gains and losses√ Applicable □ Not applicable
In RMB
| End of this period | End of last period | Changes of this period-end over same period-end of last year(%) |
| Total | 0.00 | -- |
For the Company’s non-recurring gain/loss items as defined in the Explanatory Announcement No.1 oninformation disclosure for Companies Offering their Securities to the Public-Non-recurring Gains and Losses andits non-recurring gain/loss items as illustrated in the Explanatory Announcement No.1 on information Disclosurefor Companies offering their securities to the public-non-recurring Gains and losses which have been defined asrecurring gains and losses, it is necessary to explain the reason.□ Applicable√ Not applicableNone of Non-recurring gain /loss items recognized as recurring gain /loss/items as defined by the informationdisclosure explanatory Announcement No.1- Non –recurring gain/loss in the report period.
II.Total Shareholders and Shares Held by Top Ten Shareholders at the End of the Reporting Period1. About Total Common Shareholders, Total Preference Shareholders with the Voting Power Recovered and theShares Held by Top Ten Common Shareholders
In shares
| Total number of common shareholders at the period-end | 78,961 | Total preference shareholders with the voting power recovered at the end of the reporting period(if any) | 0 | |||
| Shares held by the top 10 shareholders | ||||||
| Shareholder name | Properties of shareholder | Share proportion % | Quantity | Amount of tradable shares with Conditional held | Pledging or freezing | |
| Status of the shares | Quantity | |||||
| Chen Lue | Domestic Natural person | 34.36% | 583,454,556 | 437,590,917 | Pledge | 583,454,556 |
| Freeze | 583,454,462 | |||||
| STYLE-SUCCESS LIMITED | Foreign legal person | 5.47% | 92,970,910 | 0 | ||
| Union Holdings Co., Ltd. | Domestic Non- State-owned legal person | 5.18% | 87,935,921 | 0 | ||
| He Feiyan | Domestic Natural person | 3.23% | 54,800,458 | 0 | Freeze | 54,800,458 |
| Jiutai Fund－Bank of Communications－Jiutai Huitong No.2 specific customer asset management plan | Other | 2.40% | 40,696,772 | 0 | ||
| Rich Crown Investment Co., Ltd. | Foreign legal person | 1.37% | 23,235,313 | 0 | ||
| Qinghai Heyi Industry Development Co., Ltd. | Domestic Non- State-owned legal person | 0.79% | 13,357,084 | 0 | Pledge | 13,357,084 |
| Huang Huaian | Domestic Natural person | 0.67% | 11,300,000 | 0 | ||
| Zhang Xubao | Domestic Natural | 0.38% | 6,503,220 | 0 | ||
| person | ||||||
| Chen Lihong | Domestic Natural person | 0.28% | 4,775,760 | 0 | ||
| Shareholding of top 10 shareholders of unrestricted shares | ||||||
| Name of the shareholder | Quantity of unrestricted shares held at the end of the reporting period | Share type | ||||
| Share type | Quantity | |||||
| Chen Lue | 145,863,639 | RMB Common shares | 145,863,639 | |||
| STYLE-SUCCESS LIMITED | 92,970,910 | Foreign shares placed in domestic exchange | 92,970,910 | |||
| Union Holdings Co., Ltd. | 87,935,921 | RMB Common shares | 87,935,921 | |||
| He Feiyan | 54,800,458 | RMB Common shares | 54,800,458 | |||
| Jiutai Fund－Bank of Communications－Jiutai Huitong No.2 specific customer asset management plan | 40,696,772 | RMB Common shares | 40,696,772 | |||
| Rich Crown Investment Co., Ltd. | 23,235,313 | Foreign shares placed in domestic exchange | 23,235,313 | |||
| Qinghai Heyi Industry Development Co., Ltd. | 13,357,084 | RMB Common shares | 13,357,084 | |||
| Huang Huaian | 11,300,000 | RMB Common shares | 11,300,000 | |||
| Zhang Xubao | 6,503,220 | RMB Common shares | 6,503,220 | |||
| Chen Lihong | 4,775,760 | Foreign shares placed in domestic exchange | 4,775,760 | |||
| Explanation on associated relationship or concerted action of the above shareholders | The largest shareholder of Mr. Chen Lue and the Fourth largest shareholder of Ms. He Feiyan aforesaid are persons acting in concernp; The controlling shareholder of the above-mentioned third shareholder Shenzhen Union Holdings Co.,Ltd. And Sixth shareholder Rich Crown Investment Co., Ltd.. Is Union Development Group Ltd., The other tradable shareholders neither knew whether there exists associated relationship between them. | |||||
| Note to the top 10 common stockholders involved in margin financing & securities lending (If any) | Nil |
Whether top ten common shareholders or top ten common shareholders with un-restrict shares held have abuy-back agreement dealing in reporting period.□ Yes √ NoThe top ten common shareholders or top ten common shareholders with un-restrict shares held of the Companyhave no buy –back agreement dealing in reporting period.2.Total number of preferred shareholders and shareholding of top 10 preferred shareholders by the end ofthe report period
□ Applicable √Not applicable
III Significant Events
I. Major changes of main accounting statement items and financial indicators in the reporting period, aswell as reasons for the changes
√ Applicable □Not applicable
| Items | This period/Year-end balance | Same period of the previous year/Year-beginning balance | Changes % | Remarks on the change |
| Long-term Loanss | - | 120000000.00 | -100.00% | Mainly due to use the same bank to borrow short-term loans to repay long-term loans. |
| Operating income | 152514127.64 | 923442740.92 | -83.48% | Mainly for the national credit tightening, the tight capital led to the company's business contraction, the project progressed slowly. |
| Operating cost | 129968630.28 | 694723215.49 | -81.29% | Mainly due to reduced operating income |
| Administration expenses | 47113359.52 | 73133254.43 | -35.58% | Mainly due to the decrease in operating shrinkage management personnel |
| Net profit | -128564725.66 | 218782564.96 | -158.76% | Mainly due to reduced operating income |
| Net cash flow generated by operation activities | 24863912.37 | 809676459.22 | -96.93% | Mainly due to the reduction of projects and the slow progress of projects under construction |
| Net cash flow generated by investment activities | - | -81805042.30 | -100.00% | Mainly due to reduced operating shrinkage |
| Net cash flow generated by financing activities | -64236401.65 | -624966136.18 | -89.72% | Mainly due to the tightening of national credit and the difficulty of loans |
II. The progress of significant events and influence, as well as the analysis and explanation on resolvingproposal.
√ Applicable □ Not applicable1. On February 12, 2018, the Company convened the twenty-ninth meeting of the seventh Board of Directors,
deliberating and adopting a Proposal on Acquisition of Shares of UPL Laos Co., Ltd., according to which, UPL(MALAYSIA) SDN. BHD. (hereinafter referred to as UPL Malaysia) transfered 30% of shares of UPL Laos Co.,Ltd. (hereinafter referred to as UPL Laos) to the Company by signing an Agreement of Equity Cooperation onLaos Vientiane Dongphosy Special Economic Zone Project, UPL Laos entered into a franchise agreement for50+40 years with Laos Government by cash contribution of USD 10 million and advance payment of USD 20
million for project construction put together as the consideration of acquisition and took full charge of matters ofdevelopment of Dongphosy as the franchisee to Dongphosy Special Economic Zone (refer to the Company'sAnnouncement 2018-020 and 021). On June 12, 2018, the Company agreed with UPL Malaysia on transfer of10% of shares, hence the Company's shareholding ratio rose to 40%. Whereas the Company is experiencing afinancial difficulty at the moment and has failed to perform duties of advance payment and construction in theequity agreement and duties in the loan agreement, the Malaysian shareholder UPL Malaysia sent a latter inrequest for a return of equity and filed an arbitration to Hong Kong International Arbitration Centre on the disputeof equity in March 2019. Right now, the Company has hired an arbitrator duly in response to the suit.
2. The Company convened the thirty-seventh meeting of the seventh Board of Directors on September 2, 2018,
planned to invest and found "Yinglonghu Development Co., Ltd." (hereinafter referred to as the Project Company,whose final name is subject to the name approved in industrial and commercial registration) with ChongqingCircum-Yinglonghu Industrial Co., Ltd. (hereinafter referred to as Party A) and 7 village committees concerned atthe project location (hereinafter referred to as Party C). The registered capital of the Project Company was RMB125 million, wherein Party A subscribed capital by earlier input of physical assets worth RMB 23.75 million(subject to the audited amount) in the Yinglong Project, accounting for 19% of the registered capital; Sino GreatWall contributed RMB 100 million by currency, accounting for 80% of the registered capital; Party C subscribedRMB 1.25 million by currency or contribution in kind, accounting for 1% of the registered capital (refer to theCompany's Announcement 2018-104 and 105). At the moment, the Project Company has been registered andproject planning and design are underway.
3. In January 2018, the Company's wholly-owned subsidiary Sino Great Wall Intelligent Real Estate (Zhanjiang)
Co., Ltd. obtained a Reply to Sino Great Wall on EIA Report for Residential Industrialization Base ConstructionProject, which was expected to speed up construction of the Company's fabricated intelligent property R&Dcenter and production base project, facilitate the Company to get involved in the fabricated intelligent propertyconstruction area, add a new profit growth point to the Company and show a positive impact on its futureoperation and development. For more details, please refer to Announcement of Voluntary Information Disclosureon the Company Getting an EIA Reply to Fabricated Intelligent Property R&D Center and Production BaseConstruction Project disclosed by the Company on January 4, 2018 (refer to the Company's Announcement2018-003).Due to the shortage of project funds and the mortgage of production base land to China Bohai Bank,the project is currently at a standstill.
4. On October 18, 2018, the company received the notice of investigation issued by the China Securities
Regulatory Commission (No: JDC Zi No. 18041). As the company is suspected of violating laws and regulationsin information disclosure, according to the relevant provisions of the Securities Law of the People's Republic ofChina, the CSRC has decided to initiate an investigation in the company. On March 6, 2019, the companyreceived the Shenzhen Securities Regulatory Bureau's Decision on Administrative Supervision Measures (No2019] 11, No. [2019] 12 , No. [2019] 13 ,No. [2019] 14 , No. [2019] 15, and No. [2019] 16) showing that theShenzhen Securities Regulatory Bureau had carried out on-site inspection of the company since May 2018, andthe Shenzhen Securities Regulatory Bureau had filed a case for investigation on the illegal disclosure of relevantinformation found in the inspection; In addition, through inspection, it is also found that the company had thefollowing problems "I. The income cost accounting is not standardized, and expenses are charged throughout-of-account fund accounts; II. It did not disclose the changes in major items in a timely manner, the preparationof performance forecasts and performance report is not prudent; III. It has capital exchanges of no real businessfoundation with a number of companies, and illegal foreign financial assistance; IV. The relevant managementsystem for raising funds is not perfect; V. Registration management for information insider is not standardized".The Shenzhen Securities Regulatory Bureau decided to take corrective measures against the company, the
company's relevant directors, senior management personnel, and issue warning letters to Mr. Chen Lue, Mr. TianWei, Mr. Tang Xianyong, Ms. Cui Hongli, Ms. Yang Chunling (see 2018-121, 2019-022,2019-031) In responseto the relevant problems found during the inspection against the company, the company has made seriousrectification in accordance with the matters involved in the Decision on Taking Corrective Measures against SinoGreat Wall Co., Ltd. ([2019] No.11). In addition to the above matters, Shenzhen Securities Regulatory Bureaurequires the company to employ a third party independent agency to conduct special inspections on the problemsof NPP-0057 in Xingang, Qatar, Cambodia Refinery and NAGA Casino Phase II project in Cambodia.As of the disclosure date of this announcement, the company has not yet received the China Securities RegulatoryCommission's concluding comments or decisions on relevant investigation matters.5. The company held the sixth meeting of the eighth Board of Directors on April 12, 2019, deliberated and passedthe Proposal on Adjusting the Company's Organizational Structure and agreed to adjust the operating organizationand business structure of the company's headquarters. The company will implement a division system by sectionsand set up four operating organizations, including the domestic traditional construction business sector (division),infrastructure business sector (division), overseas business sector (division), smart housing and medical carebusiness sector (division). After this adjustment, the organizational structure of the company's headquarters is asfollows: eight functional departments and offices, including the comprehensive office, the finance department andthe human resources department, as well as the above-mentioned four operating institutions (see the company'sannouncement No 2019-028 for details).
| Overview of material matters | Date of disclosing | Description of the website for disclosing provisional announcements |
Progress in the implementation of share repurchase□ Applicable √ Not applicableProgress in the implementation of the reduction of the repurchased shares by means of centralized bidding□ Applicable √ Not applicableIII. Commitments finished in implementation by the Company, shareholders, actual controller, acquirer,directors, supervisors, senior executives or other related parties in the reporting period and commitmentsunfinished in implementation at the end of the reporting period□ Applicable √ Not applicableThe company has no commitments completed in period and those without completed till lend of the period fromactual controller, shareholders, related parties, purchaser and companies.IV．Prediction of Business performance for January- June 2019Estimation 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 andexplanation of reason.□ Applicable √ Not applicableV. Investment in securities
□ Applicable √ Not applicable
No securities investment in period.
VI. Investments in derivatives□ Applicable √ Not applicableThere is no derivative investment during the report period.VII. The registration form of acceptance of investigation, communication and interview in the report period forfuture reference□ Applicable √ Not applicableThe Period has no research, communication and written inquiry from the investors in the report period.VIII. Outward Guarantee against the Regulations□ Applicable √Not applicableThe Company has no external guarantee get out of the line in the PeriodIX. Controlling shareholder and its related parties occupying non-business capital of the listed company□ Applicable √Not applicableThere are no controlling shareholder and its related parties occupying non-business capital of the listed companyin Period