Sino Great Wall Co., Ltd. The First Quarterly Report 2019
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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 Sino Great Wall Co., Ltd. The First Quarterly Report 2019
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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.
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. Yang
Chunling, 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
I. Main accounting data and financial indexes
Indicate 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% Sino Great Wall Co., Ltd. The First Quarterly Report 2019
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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 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 2019
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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 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-SUCCES
S 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 Sino Great Wall Co., Ltd. The First Quarterly Report 2019
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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.
Sino Great Wall Co., Ltd. The First Quarterly Report 2019
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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 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 2019
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III Significant Events
I. Major changes of main accounting statement items and financial indicators in the reporting period, as
well as reasons for the changes
√ Applicable □Not applicable
Items
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 resolving
proposal.
√ Applicable □ Not applicable
1. 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 on
Laos Vientiane Dongphosy Special Economic Zone Project, UPL Laos entered into a franchise agreement for
50+40 years with Laos Government by cash contribution of USD 10 million and advance payment of USD 20 Sino Great Wall Co., Ltd. The First Quarterly Report 2019
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million for project construction put together as the consideration of acquisition and took full charge of matters of
development of Dongphosy as the franchisee to Dongphosy Special Economic Zone (refer to the Company's
Announcement 2018-020 and 021). On June 12, 2018, the Company agreed with UPL Malaysia on transfer of
10% of shares, hence the Company's shareholding ratio rose to 40%. Whereas the Company is experiencing a
financial difficulty at the moment and has failed to perform duties of advance payment and construction in the
equity agreement and duties in the loan agreement, the Malaysian shareholder UPL Malaysia sent a latter in
request for a return of equity and filed an arbitration to Hong Kong International Arbitration Centre on the dispute
of 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 Chongqing
Circum-Yinglonghu Industrial Co., Ltd. (hereinafter referred to as Party A) and 7 village committees concerned at
the project location (hereinafter referred to as Party C). The registered capital of the Project Company was RMB
125 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 Great
Wall contributed RMB 100 million by currency, accounting for 80% of the registered capital; Party C subscribed
RMB 1.25 million by currency or contribution in kind, accounting for 1% of the registered capital (refer to the
Company's Announcement 2018-104 and 105). At the moment, the Project Company has been registered and
project 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 Construction
Project, which was expected to speed up construction of the Company's fabricated intelligent property R&D
center and production base project, facilitate the Company to get involved in the fabricated intelligent property
construction area, add a new profit growth point to the Company and show a positive impact on its future
operation and development. For more details, please refer to Announcement of V oluntary Information Disclosure
on the Company Getting an EIA Reply to Fabricated Intelligent Property R&D Center and Production Base
Construction Project disclosed by the Company on January 4, 2018 (refer to the Company's Announcement
2018-003).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 regulations
in information disclosure, according to the relevant provisions of the Securities Law of the People's Republic of
China, the CSRC has decided to initiate an investigation in the company. On March 6, 2019, the company
received the Shenzhen Securities Regulatory Bureau's Decision on Administrative Supervision Measures (No
2019] 11, No. [2019] 12 , No. [2019] 13 ,No. [2019] 14 , No. [2019] 15, and No. [2019] 16) showing that the
Shenzhen Securities Regulatory Bureau had carried out on-site inspection of the company since May 2018, and
the Shenzhen Securities Regulatory Bureau had filed a case for investigation on the illegal disclosure of relevant
information found in the inspection; In addition, through inspection, it is also found that the company had the
following problems "I. The income cost accounting is not standardized, and expenses are charged through
out-of-account fund accounts; II. It did not disclose the changes in major items in a timely manner, the preparation
of performance forecasts and performance report is not prudent; III. It has capital exchanges of no real business
foundation with a number of companies, and illegal foreign financial assistance; IV . The relevant management
system 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 Sino Great Wall Co., Ltd. The First Quarterly Report 2019
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company's relevant directors, senior management personnel, and issue warning letters to Mr. Chen Lue, Mr. Tian
Wei, Mr. Tang Xianyong, Ms. Cui Hongli, Ms. Yang Chunling (see 2018-121, 2019-022,2019-031) In response
to the relevant problems found during the inspection against the company, the company has made serious
rectification in accordance with the matters involved in the Decision on Taking Corrective Measures against Sino
Great Wall Co., Ltd. ([2019] No.11). In addition to the above matters, Shenzhen Securities Regulatory Bureau
requires the company to employ a third party independent agency to conduct special inspections on the problems
of 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 Regulatory
Commission'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 passed
the Proposal on Adjusting the Company's Organizational Structure and agreed to adjust the operating organization
and business structure of the company's headquarters. The company will implement a division system by sections
and 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 care
business sector (division). After this adjustment, the organizational structure of the company's headquarters is as
follows: eight functional departments and offices, including the comprehensive office, the finance department and
the human resources department, as well as the above-mentioned four operating institutions (see the company's
announcement 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 applicable
Progress in the implementation of the reduction of the repurchased shares by means of centralized bidding
□ Applicable √ Not applicable
III. Commitments finished in implementation by the Company, shareholders, actual controller, acquirer,
directors, supervisors, senior executives or other related parties in the reporting period and commitments
unfinished in implementation at the end of the reporting period
□ Applicable √ Not applicable
The company has no commitments completed in period and those without completed till lend of the period from
actual controller, shareholders, related parties, purchaser and companies.
IV ．Prediction of Business performance for January- June 2019
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 Sino Great Wall Co., Ltd. The First Quarterly Report 2019
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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
The Period has no research, communication and written inquiry from the investors in the report period.
VIII. Outward Guarantee against the Regulations
□ 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
