Sino Great Wall Co., Ltd. The Third Quarterly Report 2017 Stock code: 000018 ,200018 Stock ID : Sino Great Wall ,Sino B Announcement No. 2017-093 Sino Great Wall Co., Ltd.
The Third Quarterly Report 2017
October 2017
Sino Great Wall Co., Ltd. The Third 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, 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 .
Sino Great Wall Co., Ltd. The Third 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
||||||||
|-|-|-|-|-|-|-|
||As at the end of the reporting||As at the end of last year||Changed （%）over end of||
||period||||prev. year||
|Gross assets（RMB）|10,495,996,015.27||7,986,178,961.63||31.43%||
|Net assets attributable to the|2,042,777,869.59||1,777,948,117.49||||
|shareholders of the listed company|||||14.90%||
|（RMB）|||||||
|||Increase/decrease over||Between beginning of|||
|||||||Changed （%）over|
||Reporting period|the same period of last||the year to the end of|||
|||||||end of prev. year|
|||year（%）||the report period|||
|Operating income（RMB）|1,660,125,169.52|29.70%||4,685,207,526.32||44.89%|
|Net profit attributable to the|141,854,355.89|||410,460,805.92|||
|shareholders of the listed company||40.64%||||35.39%|
|（RMB）|||||||
|Net profit after deducting of|||||||
|non-recurring gain/loss attributable|||||||
||141,971,594.58|40.84%||406,874,430.74||43.62%|
|to the shareholders of listed|||||||
|company（RMB）|||||||
|Cash flow generated by business||||-785,444,322.16|||
||--|--||||53.42%|
|operation, net（RMB）|||||||
|Basic earning per|0.0835|||0.2417|||
|||41.05%||||35.41%|
|share(RMB/Share)|||||||
|Diluted gains per|0.0835|||0.2417|||
|||41.05%||||35.41%|
|share(RMB/Share)(RMB/Share)|||||||
|Weighted average income/asset|||||||
||7.09%|0.66%||21.49%||0.54%|
|ratio（%）|||||||

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||
|Non-current asset disposal gain/loss(including the write-off part|-24,916.50||

Sino Great Wall Co., Ltd. The Third Quarterly Report 2017
||||
|-|-|-|
|for which assets impairment provision is made)|||
|Govemment subsidy recognized in current gain and||Mainly is the posts stabilization|
|loss(excluding those closely related to the Company’s business|292,876.71|subsidy of the Social Insurance|
|and granted under the state’s policies)||Management Center|
|Non-operating income and expense other than the above|3,931,544.43||
|Less: Amount of influence of income tax|613,129.46||
|Total|3,586,375.18|--|

For theCompany’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 Third 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|||||
|||73,285|||||0||
|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||||
|Chen Lue|Domestic Naturalperson|34.36%|583,454,556||581,722,696||||
|||||||Pledge||455,260,594|
|STYLE-SUCCESS LIMITED|Foreign legalperson|5.47%|92,970,910||0||||
|Union HoldingsCo., Ltd.|Domestic Non-State-owned legalperson|5.18%|87,935,921||0||||
|He Feiyan|Domestic Naturalperson|3.23%|54,800,458||54,800,458||||
|Jiutai Fund－Bank ofCommunications－Jiutai HuitongNo.2 specificcustomer assetmanagement plan|Other|2.50%|42,479,672||42,479,672||||
|Huatai SecuritiesCo., Ltd.|Domestic Non-State-owned legalperson|1.75%|29,792,520||0||||
|Rich CrownInvestment Co.,Ltd.|Foreign legalperson|1.37%|23,235,313||0||||
|ChinaInternationalFinance Co., Ltd.|Domestic Non-State-owned legalperson|1.18%|19,955,594||0||||
|Bank of China－Fortis IncomeGrowth Securities|Other|0.98%|16,558,178||0||||

Sino Great Wall Co., Ltd. The Third Quarterly Report 2017
||||||||
|-|-|-|-|-|-|-|
|Investment Fund|||||||
|Qinghai HeyiMining Co.,Ltd/|Domestic Non-State-owned legalperson|0.79%|13,357,084|0|||
||||||Pledge|13,357,000|
|Shares held by the Top 10 Shareholders of Non-restricted shares|||||||
|||Quantity of unrestricted shares held at the end of the|||Share type||
|Name of the shareholder|||||||
|||reporting period|||Share type|Quantity|
|STYLE-SUCCESS LIMITED||92,970,910|||Foreign shares||
||||||placed in||
|||||||92,970,910|
||||||domestic||
||||||exchange||
|Union Holdings Co., Ltd.||87,935,921|||RMB Common||
|||||||87,935,921|
||||||shares||
|Huatai Securities Co., Ltd.||29,792,520|||RMB Common||
|||||||29,792,520|
||||||shares||
|Rich Crown Investment Co., Ltd.||23,235,313|||Foreign shares||
||||||placed in||
|||||||23,235,313|
||||||domestic||
||||||exchange||
|China International Finance Co.,Ltd.||19,955,594|||RMB Common||
|||||||19,955,594|
||||||shares||
|Bank of China－Fortis IncomeGrowth Securities Investment Fund||16,558,178|||RMB Common||
|||||||16,558,178|
||||||shares||
|Qinghai Heyi Mining Co.,Ltd/||13,357,084|||RMB Common||
|||||||13,357,084|
||||||shares||
|Huang Huaian||10,115,000|||RMB Common||
|||||||10,115,000|
||||||shares||
|Cai Yu||9,000,000|||RMB Common||
|||||||9,000,000|
||||||shares||
|National Trust Co., Ltd.－No.2Jinhui Capital Trust Plan||8,270,000|||RMB Common||
|||||||8,270,000|
||||||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.|||||
|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
Sino Great Wall Co., Ltd. The Third Quarterly Report 2017 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 Third Quarterly Report 2017 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
|||||||||||
|-|-|-|-|-|-|-|-|-|-|
||||Year-end balance||Same period of the||Changes||Remarks on the change|
||Items|||||||||
||||(RMB)||previous year(RMB)||(%)|||
|Account receivable||5,072,793,851.05||3,725,170,208.31||36.18%||Mainly due to the smooth progress of largeprojects and the increase in project incomeand the not-yet-collection money during thereporting period||
|Other receivable||1,338,430,519.20||651,012,132.91||105.59%||Mainly due to the project guarantee moneyand the increase in the come-and-gomoney.||
|Non-currentasset due in 1 year||5,338,999.34||13,462,942.89||-60.34%||Mainly due to the office buildingsdecoration and the reduction in theamortization of overseas guarantees.||
|Other currentasset||14,823,673.44||35,450,194.47||-58.18%||Mainly due to the decrease in VAT pendingdeduction special invoice during thereporting period.||
|Construction inprogress||4,963,483.90||||100.00%||Mainly due to the construction ofintelligent housing, ecological housing R &D center and production base and the towercrane installation of overseas project.||
|Long-germexpenses to beamortized||4,105,972.90||7,003,035.93||-41.37%||Mainly due to the office buildingsdecoration and the reduction in theamortization of overseas guarantees.||
|Other non-currentasset||670,010,987.00||116,902,258.30||473.14%||Mainly due to the increase of PPP projectcompanies and the increase of investmentof the company.||
|Short-term bankloan facilities||3,106,375,280.98||1,966,058,357.59||58.00%||Mainly due to the increase in bankborrowings in the current period.||
|Non-currentliability due in 1year||905,589,321.63||175,958,998.04||414.66%||Mainly due to the reclassification oflong-term borrowings due within one year.||
|Specialized reserve||99,340,271.80||65,687,868.14||51.23%||mainly due to the new construction projectto carry out the safety reserve.||
|Minority interests||69,030,645.96||52,534,755.10||31.40%||Mainly due to the increase in profits of thenon-wholly owned subsidiary-Sino GreatWall Construction.||
|Business income||4,685,207,526.32||3,233,597,223.19||44.89%||Mainly due to the increase in the revenue||

Sino Great Wall Co., Ltd. The Third Quarterly Report 2017
||||||
|-|-|-|-|-|
|||||caused by the increase of domestic PPPprojects and general contracting projects.|
|Business cost|3,657,257,165.36|2,452,777,768.51|49.11%|Mainly due to the increase in revenueduring the reporting period.|
|Business tax andsurcharge|2,386,723.94|9,029,321.48|-73.57%|Mainly due to the business tax replaced byVAT.|
|Financialexpenses|174,158,944.01|106,481,367.68|63.56%|Mainly due to the increase in bankborrowings.|
|Net cash flowgenerated bybusiness operation,|-785,444,322.16|-1,686,338,825.47|53.42%|Mainly due to the smooth progress of theproject business and the good moneycollection.|
|Net cash flowgenerated byinvestment|-606,720,595.95|-255,555,028.00|-137.41%|Mainly due to the increase of PPP projectcompanies and the increase of investmentof the company.|
|Influence ofexchange ratealternation on cashand cashequivalents|-8,154,660.05|1,569,103.98|-619.70%|Mainly due to changes in foreign currencyagainst the RMB exchange rate.|

II. The progress of significant events and influence, as well as the analysis and explanation on resolving proposal
√ Applicable□ Not applicable
On July 7, 2016, At the
10th
board meeting of the
7th
session board of directors held by the company, the Proposal about Sino Great Wall Co.,Ltd's Non-public Issuance of A Share was examined and approved, planning to issue shares to Sino Great Wall (Beijing) Investment Co., Ltd, Beijing An'ben Helath-care Investment Holdings Co.,Ltd and Mr. Zheng Jihua with the raising money of RMB 2.5 billion. On October 14, 2016, CSRC accepted the company's application of Non-public Issuance of Shares.
On February 16,2017, At the 16th board meeting of the
7th
session board of directors held by the company, the Proposal about Adjusting the Non-public Share Issuance Plan of the Company was examined and approved, with the total amount of raising money adjusted to be RMB 900 million.
On March 22,2017, The company's application of non-public A-share issuance had been examined and approved by the Issuance Examination Commission of CSRC. On July 21, 2017, the company received the Approval for Sino Great Wall Co.,Ltd's Non-public Share Issuance by CSRC (No. 1145-2017 CSRC Permission). The company's board of directors will, in accordance with the relevant laws and regulations, the requirement of the above-said approval document and the authorization of the company's shareholders' general meeting, handle the relevant matters of this non-public share issuance within the stipulated term and fulfill the obligation of information disclosure in a timely manner.
||||
|-|-|-|
|||Description of the website for|
|Overview of material matters|Date of disclosing|disclosing provisional|
|||announcements|

Sino Great Wall Co., Ltd. The Third Quarterly Report 2017
||||
|-|-|-|
|Announcement on the Official Documentof Approval of Non-public Share Issuanceby CSRC.|||
||July 24,2017|http://www.cninfo.com.cn|

III．The commitments of the Company and its shareholders holding over5% of theCompany’s total shares in the report year of extending to the report year from previous year.
√ Applicable□ Not applicable
||||||||
|-|-|-|-|-|-|-|
|Commitment|Commitment|Type|Contents|Time of|Period of|Fulfillme|
||maker|||making|commitme|nt|
|||||commitment|nt||
|Commitment on|||||||
||No||No||No|No|
|share reform|||||||
|Commitment in|||||||
|the acquisition|||||||
|report or the|No||No||No|No|
|report on equity|||||||
|changes|||||||
|Commitments in|Chen Lue, He|Share lock|Shares acquired by purchases of assets through|March|36 months|Strict|
|assets|Feiyan||issuing shares: “I will not transfer the new|19,2015||perfo|
|reorganization|||shares of Victor Onward Holdings acquired|||rming|
||||through this restructuring, including 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||||

Sino Great Wall Co., Ltd. The Third Quarterly Report 2017
|||||||
|-|-|-|-|-|-|
|||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 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.||||
|Chen Lue|Share lock|Shares acquired by matching funds raised: “I|March|36 months|Strict|
|||will not transfer the new shares of Victor|19,2015||perfo|
|||Onward Holdings acquired through this issuing|||rming|
|||by any way, including but not limited to the||||
|||public transfer through the stock market or by||||
|||agreement, within 36 months from the date new||||
|||shares list. If regulation rules or regulators have||||
|||longer requirements for lock-up periods, it||||
|||should be executed accordingly.||||
|Chen Lue|There is|Up to the issue day of the letter, I and other|March|Long-term|Strict|
||no funds|corporations controlled by me haven’t|19,2015||perfo|
||occupied|possessed funds of Sino Great Wall; After the|||rming|
|||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, etc. and try our best to avoid||||
|||fund intercourse with listed companies or Sino||||
|||Great Wall, which has nothing to do with||||
|||normal operations. If Sino Great Wall got||||
|||penalized 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.||||

Sino Great Wall Co., Ltd. The Third Quarterly Report 2017
|||||||
|-|-|-|-|-|-|
|||Meanwhile, I will actively urge Sino Great Wall||||
|||to establish complete inner control system and||||
|||funds management system within lawful||||
|||authority.||||
|Chen Lue|Cash|In view of the fact that the houses rented by|March|Long term|Strict|
||comp|Sino Great Wall and it’s son subsidiaries,|19,2015||perfo|
||ensati on|subsidiaries, haven’t rental registration, I|||rming|
|||promise, if Sino Great Wall and its son||||
|||subsidiaries, subsidiaries, were penalized by||||
|||real estate management department or suffered||||
|||other losses resulting from it, I agree to||||
|||compensate the loss of the company by cash.||||
|Chen Lue|Cash|During the reporting period, the project which|March|Long term|Strict|
||comp|Sino Great Wall is involved in is the decoration|19,2015||perfo|
||ensation|engineering construction project of Libo Grand|||rming|
|||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 existed in the Libo project, I||||
|||promise as follows: if Sino Great Wall got||||
|||penalized by government administration||||
|||departments or 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.||||
|Chen Lue|Cash|1. Up to October 13th,2014, the related|March|Long term|Strict|
||comp|expenses of the litigation and arbitration cases,|19,2015||perfo|
||ensation|including the actual price, compensation,|||rming|
|||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, exceed the||||
|||amount of liabilities which recognized in the||||
|||“Audit Report” made for Sino Great Wall by||||
|||Ruihua CPA (Special Ordinary Partnership) on||||
|||the basis of the audit base day of July 31st,||||
|||2014, I promise to bear the balance by cash||||

Sino Great Wall Co., Ltd. The Third Quarterly Report 2017
|||||||
|-|-|-|-|-|-|
|||unconditionally so as to guarantee the||||
|||parent-subsidiaries of Sino Great Wall won’t||||
|||suffer any loss. 2. This commitment letter is||||
|||irrevocable.||||
|Chen Lue|Cash|1. On condition that ownership defect exists in|March|Long term|Strict|
||comp|the lease of house property of parent-subsidiary|19,2015||perfo|
||ensation|companies of Sino Great Wall and its subsidiary|||rming|
|||corporation, which resulted in inability for||||
|||parent-subsidiary companies of Sino Great Wall||||
|||and its subsidiary corporation to continue||||
|||leasing this 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.||||
|Chen Lue|Cash|“In condition that parent-subsidiary companies|March|Long term|Strict|
||comp|of Sino Great Wall or its son subsidiary haven’t|19,2015||perfo|
||ensation|paid social security or housing fund for staff|||rming|
|||according to law, which resulted in any losses to||||
|||Sino Great Wall , including the competent||||
|||authorities’ requirement for Sino Great Wall or||||
|||its subsidiary to make supplementary payment,||||
|||to be punished and resourced, I will bear by||||
|||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.||||

Sino Great Wall Co., Ltd. The Third Quarterly Report 2017
|||||||
|-|-|-|-|-|-|
|Chen Lue|Cash|“At present, Suzhou Lvbang has possessed one|March|Long term|Strict|
||comp|state-own land use right, of which the land|19,2015||perfo|
||ensation|certificate is Suzhou Guo Yong(2014)|||rming|
|||No.Y2014086”, locates in Danan Village,||||
|||Dadian Town, Yongqiao District, Suzhou City||||
|||with 32,966 square meters of area and the||||
|||purpose for industry. Suzhou Lvbang possesses||||
|||its own factory with 9,843.87 square meters of||||
|||area above-mentioned, which is the building||||
|||reserved on the former 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 Wand Suzhou||||
|||Lvbang for this matter. ”||||
|Chen Lue|Cash|“According to the “Agreement of Significant|March|Long term|Strict|
||comp|Asset Replacement and Issue of Share to Buy|19,2015||perfo|
||ensation|Asset”(hereinafter referred to as “Agreement”)|||rming|
|||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 delivery||||
|||date of Victor Onward Holdings shall be Union||||
|||Group’s responsibility to carry out solution;||||
|||After the asset delivery date, if any losses occur||||

Sino Great Wall Co., Ltd. The Third Quarterly Report 2017
|||||||
|-|-|-|-|-|-|
|||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||||
|||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.||||
|Chen Lue, He|Perfor|According to“ Agreement of Shenzhen Victor|May|Long term|Strict|
|Feiyan|mance|Onward Textile Industrial Co., Ltd., Chen Lve|11,2015||perfo|
||comm|and He Feiyan Concerning on Performance|||rming|
||itment|Compensation” and its supplemental||||
|||agreement , Chen Lve’s promised Sino Great||||
|||Wall that the net profit deducted by incidental||||
|||losses and attributable to the parent companies’||||
|||owners after audition of 2015, 2016 and 2017||||
|||shall be respectively more than RMB 345.8||||
|||million, RMB 438.5 million and RMB 538.2||||
|||million. If the net profit of Sino Great Wall is||||
|||less than the promised net profit mentioned||||
|||above , Chen Lve and He Feiyan will||||
|||compensate for listed company in accordance||||
|||with “Performance Compensation Agreement”||||
|||and its supplemental agreement.||||
||Indep|1. This reorganization is planned to place in|September3|Long term|Strict|
||enden ce,|asset. At present, complete separation has|0,2015||perfo|
||competitio|existed between me or other enterprises under|||rming|
||n in the|my possession (if any) and the listed company||||
|Chen|same|in staff, asset, finance, institution and business||||
|Lue ,He|industry|of Sino Great Wall. Independence exists in both||||
|Feiyan||staff, asset, finance, institution and business and||||
|||no confusion exists. 2. I undertake, after this||||
|||reorganization, to ensure the continued||||
|||complete separation between me or other||||
|||enterprises under my possession(if any) and the||||

Sino Great Wall Co., Ltd. The Third Quarterly Report 2017
||
|-|
|listed company in staff, asset, finance,|
|institution and business, sustaining the|
|independence in the listed company’s staff,|
|asset, finance, institution and business, as|
|follows: (1).The Ensurance of Independence for|
|Listed Company’s Personnel Ensure that the|
|general manager, the vice-general manger, the|
|chief financial officer, the board secretary and|
|the senior executives of the Company only|
|accept salary in listed company, including no|
|holding of 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|
|financialcalculating 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|

Sino Great Wall Co., Ltd. The Third Quarterly Report 2017
|||||||
|-|-|-|-|-|-|
|||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 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 "||||
||Relate|“1.Before this reorganization, the fairness and|March|Long term|Strict|
||transa|reasonableness of pricing and the legitimacy|19,2015||perfo|
||ctions|and effectiveness of decision-making procedure|||rming|
|Chen||exist in the transaction(if any) between me or||||
|||the enterprise under my possession(if any) and||||
|Lue ,He||||||
|||Sino Great Wall which is planned to place asset||||
|Feiyan||||||
|||in, no related transaction with obvious||||
|||unfairness exists ; 2.After this reorganization, I||||
|||or the enterprise under my possession will avoid||||
|||and reduce the related transaction with listed||||

Sino Great Wall Co., Ltd. The Third Quarterly Report 2017
|||||||
|-|-|-|-|-|-|
|||company as much as possible. As for any||||
|||unavoidable or reasonable related transaction, I||||
|||or the enterprise under my possession will sign||||
|||the agreement according to laws and fulfill the||||
|||lawful procedure, and fulfill relevant approval||||
|||procedure for internal decision-making and||||
|||timely fulfill the obligation of disclosing||||
|||information according to law, following||||
|||relevant laws, regulations, other normative||||
|||documents and articles of listed company,||||
|||which is to guarantee the fairness and||||
|||reasonableness in related transaction pricing, to||||
|||guarantee the fairness of transaction condition||||
|||and to guarantee not to utilize the related||||
|||transaction to illegally transfer the capital and||||
|||profit of listed company, and not to utilize this||||
|||transaction to engage in any behaviors which||||
|||will cause any losses to listed company or other||||
|||shareholder’s legitimate rights. Once I violate||||
|||the above promises and cause losses to the||||
|||listed company, I will compensate the listed||||
|||company for the losses caused by the this||||
|||matter.||||
|Union|Income|During the assets reorganization, the house|March|Long term|Strict|
|Development|disposal|property and land without property certificate in|19,2015||perfo|
|Group Co.,||the disposed assets within the plant area of|||rming|
|Ltd||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 to||||
|||above-mentioned disposed assets which are||||
|||house property and land without property||||
|||certificate as well as regaining of plots planned||||
|||as schools, Union will return the 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||||

Sino Great Wall Co., Ltd. The Third Quarterly Report 2017
|||||||
|-|-|-|-|-|-|
|||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 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||||
|Union|Cash|According to the Term 5.5.3 of Agreement on|March|Long term|Strict|
|Development|comp|Major Asset Replacement and Asset Purchase|19,2015||perfo|
|Group Co.,|ensation|Through Issuing Shares (hereinafter referred to|||rming|
|Ltd||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’sconsent, the company or the third||||
|||party appointed by the company is in charge of||||
|||paying off debts or reaching agreement on the||||
|||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||||

Sino Great Wall Co., Ltd. The Third Quarterly Report 2017
||||||||
|-|-|-|-|-|-|-|
||||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||||
||||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 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.||||
|Commitments|All directors|Fill|1.Guarantee that interest will be transferred to|July 7,2016|Long-term|Strict|

Sino Great Wall Co., Ltd. The Third Quarterly Report 2017
||||||
|-|-|-|-|-|
|made upon|of the|returns|other units or individuals which are with|performin|
|issuance|company||compensation or without fair conditions, neither|g|
||||other ways which are harmful to the Company’s||
||||interest will be adopted;2.Guarantee restraint||
||||conduction for 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.||

Sino Great Wall Co., Ltd. The Third Quarterly Report 2017
||||||||
|-|-|-|-|-|-|-|
||||Guarantee that no operating management will|||Strict|
||Chen Lue, He|Fill|||||
||||be intervened with exceeded authority, and no|July 7,2016|Long-term|performin|
||Feiyan|returns|||||
||||interest of the Company will be expropriated.|||g|
|Equity incentive|||||||
||No|No|No||No|No|
|commitment|||||||
|Other|||||||
|commitments for|||||||
||No|No|No||No|No|
|medium and small|||||||
|shareholders|||||||
|Completed on|||||||
||Yes||||||
|time(Y/N)|||||||
|If the|||||||
|commitments is|||||||
|not fulfilled on|||||||
|time, shall explain|Nil||||||
|the specify reason|||||||
|and the next work|||||||
|plan|||||||

IV．Prediction of Business performance for 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
Sino Great Wall Co., Ltd. The Third Quarterly Report 2017 V. Investment in securities
□ Applicable√Not applicable
No Securities investment in period
VI. Investment 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|
|August 24,2017|Onsite investigation|Organization||
||||International Engineering Co., Ltd:|
||||Record of the investors relations|
||||activities on August 24, 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
X. Implementation of the social Responsibility of taking targeted measures to alleviate poverty in light of local Conditions.
In The report third quarter, the company neither carried out the work of taking targeted measures to alleviate poverty in light of local conditions nor has such a plan.