Sino Great Wall Co., Ltd. 2015 Annual Report Sino Great Wall Co., Ltd.
2015 Annual Report
April 2016
Sino Great Wall Co., Ltd. 2015 Annual Report I. Important Notice, Table of Contents and Definitions
The Board of Directors and the directors, Supervisory Committee and supervisors and Senior Executives of the Company hereby warrant that at the year , 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.
Mr.Chen Lue , The Company leader, Mr. Cui Hongli, Chief financial officer and the Mr. Cui Hongli, 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 annual report.
All the directors attended the board meeting for reviewing the Annual Report.
There are detailed descriptions in the annual report about the possible risks may faced, but due to the influence of various factors, there may be some differences between the specific situations and the descriptions, furthermore, thecompany’s description on thecompany’s future development strategy does not constitute the solid commitment to the investors, so please be aware of the investment risks.
The profit distribution proposal reviewed and approved by the boarding meeting was summarized as follows: 446,906,582 for the base, the Company would distribute cash dividend to all the shareholders at the rate of CNY0 for every 10 shares (with tax inclusive) , 0 bonusshares（includingtax）,The Company will transfer the capital reserve to increase capital stock, 28 shares for every 10 shares.
Sino Great Wall Co., Ltd. 2015 Annual Report Table of Contents
I.Important Notice, Table of contents and Definitions
II. Basic Information of the Company and Financial index
III. Outline of Company Business
IV.Management’s Discussion and Analysis
V. Important Events
VI. Change of share capital and shareholding of Principal Shareholders
VII. Situation of the Preferred Shares
VIII. Information about Directors, Supervisors and Senior Executives
IX. Administrative structure
X. Financial Report
Sino Great Wall Co., Ltd. 2015 Annual Report Definition
||||
|-|-|-|
||Refers||
|Terms to be defined||Definition|
||to||
||Refers||
|Company Law||Company Law of the People’s Republic of China|
||to||
||Refers||
|Securities Law||Securities Law of the People’s Republic of China|
||to||
||Refers||
|“CSRC”||China Securities Regulatory Commission|
||to||
||Refers||
|Company,The Company, Sino Great Wall||Sino Great Wall Co., Ltd.|
||to||
||Refers||
|Sino International||Sino Great Wall International Engineering Co., Ltd.|
||to||
||Refers||
|BDO||BDO China Shu Lun Pan Certified Public Accountants LLP|
||to||
||Refers||
|SZSE||Shenzhen Stock Exchange|
||to||
||Refers||
|Reporting period||January 1, 2015 to December 31, 2015|
||to||
||Refers||
|Yatian Decoration||Shenzhen Yatian Decoration Design Engineering Co., Ltd.|
||to||
||Refers||
|Union Development||Union Development Group Co., Ltd.|
||to||
||Refers||
|Union Holdings||Union Holdings Co., Ltd.|
||to||
||Refers||
|Rich Crown Investment||Rich Crown Investment Co., Ltd.|
||to||

Sino Great Wall Co., Ltd. 2015 Annual Report II. Basic Information of the Company and Financial index
I．Company Information
|||||
|-|-|-|-|
||||000018|
|Stock abbreviation:|Sino Great Wall Sino-B|Stock code：||
||||200018|
|Stock exchange for listing|Shenzhen Stock Exchange|||
|Name in Chinese|神州长城股份有限公司|||
|Chinese Abbreviation|神州长城 神州B|||
|English name (If any)|Sino Great Wall Co., Ltd.|||
|English Abbreviation (If any)|Sino Great Wall Sino-B|||
|Legal Representative|Chen Lue|||
|Registered address|26 Kuipeng Road, Kuiyong Town, Longgang District, Shenzhen|||
|Postal code of the Registered||||
||518119|||
|Address||||
|Office Address|Sino Great Wall Building, No.3 Jinxiu Street,Economic Technology Development Zone , Beijing|||
|Postal code of the office||||
||100176|||
|address||||
|Internet Web Site|www.sgwde.com|||
|E-mail|000018sz@sina.com|||

II. Contact person and contact manner
||||
|-|-|-|
||Board secretary|Securities affairs Representative|
|Name|Yang Chunling|Liu Guofa|
||Sino Great Wall Building, No.3 Jinxiu|Sino Great Wall Building, No.3 Jinxiu|
|Contact address|Street,Economic Technology Development|Street,Economic Technology Development|
||Zone , Beijing|Zone , Beijing|
|Tel|010-89045855|010-89045855|
|Fax|010-89045856|010-89045856|
|E-mail|1208806865@qq.com|000018sz@sina.com|

III. Information disclosure and placed
|||
|-|-|
|Newspapers selected by the Company for information||
||Securities Times and Hongkong Commercial Daily.|
|disclosure||
|Internet website designated by CSRC for publishing||
||http: // www.cninfo. com. cn|
|the Annual report of the Company||
|The place where the Annual report is prepared and|Secutities Department , Sino Great Wall Building, No.3 Jinxiu|
|placed|Street,Economic Technology Development Zone , Beijing|

Sino Great Wall Co., Ltd. 2015 Annual Report IV.Changes in Registration
|||
|-|-|
|Organization Code|91440300618801483A|
||On October 13, 2015, the company held the 26th board meeting of the sixth session|
||board of directors, at which the Proposal on Alteration of the Company’s Business|
||Scope was examined and approved. In the light of the major asset restructuring|
||conducted by the company, the main business of the company shall be significantly|
||changed. In order to meet the company’s development requirements, the company|
||planned to change the company’s business scope to “Engineering design and|
||construction, infrastructure investment, new energy construction and investment,|
||medical investment, life technology research and development, equipment|
|Changes in principal business activities||
||manufacturing, defense equipment, financial investment and real estate development|
|since listing (if any)||
||(Finally, the business scope shall be the business scope approved by the Administration|
||for Industry and Commerce) from the original business scope of “Production and|
||operation of the textile industry products and its required raw materials, accessories,|
||machinery and equipment, all kinds of fabrics and clothing and providing related|
||services(Do not contain the products included in the existing license management, if|
||has a license, then it will execute by the license). The Proposal on Alteration of the|
||Company’s Business Scope was examined and approved in the 2015 second|
||extraordinary general shareholder meeting which was convened on October 29, 2015,|
||On October 14, 2015, the company completed the share-issuing of a total of|
||251,849,593 shares issued to 17 transaction objects such as Chen Lue for purchasing|
||related assets, of which the issuing price is RMB 9.84 per share. Of which Chen Lue|
||Holdings held 138,340,890 shares, taking for 32.86% of the company’s share capital,|
||The Largest shareholder of the company was changed to Mr. Chen Lue form Union|
||Holdings Co., Ltd. And the actual controller of the Compnay was changed to Mr.|
|Changes is the controlling shareholder in||
||Chen Lue from Union Developemnt Co., Ltd.|
|the past (is any)||
||On Nov 27, 2015, the company completed the non-public share-issuing to purchase the|
||assets and raise the matching funds. The total share quantity of the non-public|
||share-issuing for raising funds is 25,914,633 shares, with issuing price of RMB 9.84|
||per share, of which Chen Lue subscribed 14,735,772 shares of the newly increasing|
||shares. After completing the non-public share-issuing, the company’s total share capital|
||shall be changed to 446,906,582 shares, of which Mr. Chen Lue holds 153,076,662|
||shares, taking for 34.25% of the company’s total share capital, remained as the|
||company’s actual controlling shareholder and the actual controller.|

V. Other Relevant Information
CPAs engaged
|||
|-|-|
|Name of the CPAs|BDO China Shu Lun Pan Certified Public Accountants LLP|
|Office address：|10/F of the No.7 Building, No16 Yard, Mid of West 4th Ring Road, Haidian DDistrict, Beijing|

Sino Great Wall Co., Ltd. 2015 Annual Report
|||
|-|-|
|Names of the Certified Public||
||Liao Jiahe, Xu Shibao|
|Accountants as the signatories||

The sponsor performing persist ant supervision duties engaged by the Company in the reporting period.
√Applicable□Not applicable
|||||
|-|-|-|-|
|Sponsor name|Office address|Representatives|Period of supervision and guide|
||6/F,A Unit, Fengming|||
|Huatai United Securities Co.,|International Building, No.22,|Jia Chunhao, Mao Dawei, Wu|September 27, 2015 to|
|Ltd.|Fengsheng Hutong, Xicheng|Wenmin|December 31,2018|
||District, Beijing|||

The Financial advisor performing persist ant supervision duties engaged by the Company in the reporting period√ Applicable□Not applicable
|||||
|-|-|-|-|
|Advisor Name|Office address|Representatives|Period of supervision and guide|
||6/F,A Unit, Fengming|||
|Huatai United Securities Co.,|International Building, No.22,|Jia Chunhao, Mao Dawei, Wu|September 27, 2015 to|
|Ltd.|Fengsheng Hutong, Xicheng|Wenmin|December 31,2018|
||District, Beijing|||

VI.Summary of Accounting data and Financial index
May the Company make retroactive adjustment or restatement of the accounting data of the previous years due to change of the accounting policy and correction of accounting errors.
□Yes√No
|||||||
|-|-|-|-|-|-|
|||||Changed over last||
||2015||2014||2013|
|||||year（％）||
|Operating Gross income（RMB）|4,010,358,999.58|2,754,684,893.91||45.58%|2,035,212,861.16|
|Net profit attributable to the|346,648,651.48|186,857,504.45||||
|shareholders of the listed||||85.51%|103,518,058.00|
|company（RMB）||||||
|Net profit after deducting of||||||
|non-recurring gain/loss||||||
||347,196,614.68||183,801,389.95|88.90%|101,026,921.20|
|attributable to the shareholders||||||
|of listed company（RMB）||||||
|Cash flow generated by business|-292,051,257.08|163,847,389.34||||
|||||-278.25%|-182,151,177.61|
|operation, net（RMB）||||||
|Basic earning per|1.50|0.74||||
|||||102.70%|0.6120|
|share(RMB/Share)||||||
|Diluted gains per|1.50|0.74||||
|||||102.70%|0.6120|
|share(RMB/Share)(RMB/Share)||||||
|Net asset earning ratio（%）|34.52%||24.54%|9.98%|17.46%|

Sino Great Wall Co., Ltd. 2015 Annual Report
||||||||
|-|-|-|-|-|-|-|
|||||End of|Changed over last||
|||End of 2015||||End of 2013|
|||||2014|year（％）||
|Gross assets（RMB）|4,017,462,824.63||2,447,572,750.57||64.14%|1,675,076,620.29|
|Net assets attributable to|1,282,256,738.74||761,471,188.44||||
|shareholders of the listed|||||68.39%|593,026,818.30|
|company（RMB）|||||||

Ⅶ.The differences between domestic and international accounting standards
1．Simultaneously pursuant to both Chinese accounting standards and international accounting standards disclosed in the financial reports of differences in net income and net assets.
□ Applicable√ Not applicable
The Company had no difference of the net profit or net assets disclosed in financial report, under either IAS (International Accounting Standards) or Chinese GAAP(Generally Accepted Accounting Principles) in the period. 2. Differences of net profit and net assets disclosed in financial reports prepared under overseas and Chinese accounting standards.
□ Applicable√Not applicable
The Company had no difference of the net profit or net assets disclosed in financial report, under either foreign accounting rules or Chinese GAAP(Generally Accepted Accounting Principles) in the period.
Ⅷ.Main Financial Index by Quarters
In RMB
||||||
|-|-|-|-|-|
||First quarter|Second quarter|Third quarter|Fourth quarter|
|Operating income|825,262,582.68|1,255,946,636.48|835,406,170.68|1,093,743,609.74|
|Net profit attributable to the|||||
||47,877,449.11|117,464,892.01|77,186,010.32|104,120,300.04|
|shareholders of the listed company|||||
|Net profit after deducting of|||||
|non-recurring gain/loss attributable|||||
||47,519,957.09|117,483,194.26|77,869,941.81|104,323,521.52|
|to the shareholders of listed|||||
|company|||||
|Net Cash flow generated by|||||
||-116,108,845.35|-127,687,027.48|-83,783,608.09|35,528,223.84|
|business operation|||||

Whether significant variances exist between the above financial index or the index with its sum and the financial index of the quarterly report as well as semi-annual report index disclosed by the Company.
□ Yes√No
Sino Great Wall Co., Ltd. 2015 Annual ReportⅨ.Items and amount of non-current gains and losses
√Applicable□Not applicable
In RMB
||||||
|-|-|-|-|-|
|Items||Amount (2015)|Amount (2014)|Amount (2013)|
|Non-current asset disposal gain/loss(including the|-81,112.15||||
|write-off part for which assets impairment|||-137,889.40||
|provision is made)|||||
|Govemment subsidy recognized in currentgain|342,246.00||||
|and loss(excluding those closely related to the|||||
|Company’s business and granted under the state’s|||||
|policies)|||||
|Capital occupation fees charged by non financial|||||
||||5,214,416.45|3,232,123.00|
|enterprises in the current profits and losses|||||
|Except the effective hedge business related to the|||||
|normal operation business of the Company, the|||||
|profit and loss in the changes of fair values|||||
|caused by the holding of tradable financial assets|||||
||||60,407.78||
|and tradable financial liabilities as well as the|||||
|investment returns in disposal of tradable|||||
|financial assets, tradable financial liabilities and|||||
|saleable financial assets|||||
|Other non-operating income and expenditure|-905,796.34||||
||||-1,062,500.49|89,392.74|
|except for the aforementioned items|||||
|Less: Amount of influence of income tax|-96,699.29||1,018,319.84|830,378.94|
|Total|-547,963.20||3,056,114.50|2,491,136.80|

 For theCompany’s non-recurring gain/loss items as defined in the Explanatory Announcement No.1 on
information disclosure for Compaines 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 recorgnized as recurring gain /loss/itesm as defined by the information disclosure explanatory Announcement No.1- Non–recurring gain/loss in the report period.
Sino Great Wall Co., Ltd. 2015 Annual Report III. Outline of Company Business
Ⅰ.Main Business the Company is Engaged in During the Report Period
||||
|-|-|-|
|In 2015,The company has completed great asset replacement, purchased by issuing shares and raising supporting|||
|funds in the year, the total assets company has owned and liabilities company has made were exchanged with|||
|equivalent assets that all shareholders hold in Sino Great Wall International Engineering|Co., Ltd.|, and differential|
|sections were purchased by my company ,issuing shares for all shareholders hold in Sino Great Wall International|||
|Engineering Co., Ltd.,meanwhile, company has distributed supporting funds,255 million Yuan used for raising|||
|and restructuring shares, to Chen Lue and Hui tong 2.Since the major assets restructuring was accomplished, our|||
|primary services has shifted from previous producing and processing of textile into Engineering general|||
|contracting(overseas),decoration, mechanical and electrical installation, curtain wall design and construction,|||

 Investment and construction of hospital health industry, etc.
Domestic business in2015：Company’s building decoration business maintained steady growth andcompany’s market standing in Domestic construction projects has been further promoted. Since domestic revenues accounted for 60% of company's business income in 2015, it is still the main source of revenue: at the same time, the year of 2015 is the company's first year of strategic layout of medical business as well. Despite the fact that no income has been gained from medical business, works on different levels are carried out in a smooth way, and company has signed a cooperation agreement with Sichuan Jiale Enterprise Group, Beijing Anjie Asset Management Co., Ltd, Sinopharm Finance Lease Co., Ltd successively, and Launched extensive cooperation in fields like acquisition or construction of hospital projects, medical engineering contracting, health-care investment and financial leasing to provide a guarantee for promoting the rapid development of the company's medical business. Although the medical business stillhasn’t formed income, all the works have been progressing smoothly, which has provided the foundation of the fast development of thecompany’s medical business.Talented personnel recruited from overseas personnel market formation for many years, diverse marketing channels and understanding construction capability have made the company's overseas spread throughout the Middle East, Southeast Asia and Africa. Moreover, large-scale projects are widely in construction or under construction in countries and regions like Qatar, Kuwait, Indonesia, Sri Lanka, Burma, Cambodia, and Algeria. In the above areas, the company has accumulated and created a good market reputation and corporate image, laying a good foundation for the company to win more project orders and further expand their business to other countries and regions. An extensive step to increase building and construction industry and health care industry would be conducted in future, promoting the sustained and rapid growth of the company.
II.Industry development and outlook of the company
In 2015, the global economic situation still was perplexing and complicated and the world economic growth was low, yet China has been entered into the new normal of adjusting industrial structure, stabling the growth and transformation and upgrading of the industries. The domestic architectural decoration industry was affected by the
weak real estate market, resulted in a low growth; the company relying on the initiative advantage, brand
influences and good business development ability has formed three core business segments of the Middle East,
Southeast Asia and Africa, remained in a comparatively fast growth momentum. In the future, along with steady
Sino Great Wall Co., Ltd. 2015 Annual Report growth of the Chinese economic and the speeding up of the urbanization of China and the increasing escalation of the consumption level of residents, the architectural decoration market such as in the transportation, culture, sports, medical and health facilities and new hotel construction will keep growing at a certain pace. As to the overseas market, along with the implementation and deepening of the national strategy of “One Belt, One Road” which brings a new round of growth opportunities, by virtue of the construction implemented of the contracted projects by the company, the accumulation and the establishment of good market reputation and image of the company, thecompany’s overseas business will keep in a comparatively fast growth and thecompany’s business scale and market share will continuously be increased.
Health-care industry: according to spirit of normative documents, Guidance on the Pilot Reform of Public Hospitals and Opinions of Further Encouraging and Guiding the Social Capital to Hold Medical Institutions released successively by five ministries including ministry of health, the company combined it with the status quo of the medical and health industry in China, on the basis of full investigation, com firmed strategic direction of development in future and actively carried out medical industry layout in 2015. for the acquisition of the company, the existing hospitals, hospital, a new construction of medical and health projects all the input and take direct investment, industry fund operation mode initiated and Realization of medical industry, landing, and strive to build the company into a building and medical services and drive the development of a group of outstanding enterprises.
By 2015,Sino Great Wall International Engineering Co., Ltd, a wholly-owned subsidiary of the company, ranked eighth in China's 100 top building decoration enterprises, and the project "Convention Center in Gansu five-star hotel complex project", which it participated in, won China's construction Engineering Luban Awards during 2014 to 2015.
Ⅱ.Major Changes in Main Assets
1. Major Changes in Main Assets
|||
|-|-|
|Main assets|Major changes|
||The main reason is the Ministry of Finance of Kuwait , Cambodia Howley and NAGA cr|
|Fixed assets||
||ane and other equipment procurement project.|
||Kuwait Ministry of Defence procurement is mainly due to crane and other equipment is n|
|Construction in process||
||ot installed|

2. Main Conditions of Overseas Assets
√ Applicable□ Not applicable
||||||||||
|-|-|-|-|-|-|-|-|-|
||||||Control||Foreign||
|||||||||Whether exist|
||||||measure to||assets||
|Content of|Reason for|||Operation||Income(RMB||significant|
|||Asset size|Location||ensure the||accounted for||
|assets|the formation|||mode||)||impairment|
||||||secutity of||net assets of||
|||||||||risk|
||||||assets||the Company||
||The overseas|19,349,597.7|Kuwait,||||||
|Fixed assets|||||||1.54%|No|
||purchase of|2|Kampuchea,||||||

Sino Great Wall Co., Ltd. 2015 Annual Report
|||||||
|-|-|-|-|-|-|
||the tower||Qatar,|||
||crane, car||Algeria|||
||The crane is|||||
|Construction||||||
||not installed|5,038,257.45|Kuwait,|0.39%|No|
|in process||||||
||overseas|||||

Ⅲ.Analysis On core Competitiveness
After the completion of the reorganization of the company, Sino Great Wall Co., Ltd is a national leader in integrated architectural engineering contractors, and boasts top comprehensive strength and competitiveness among the nation's public building decoration industry. In recent years, with the increasing efforts of expanding overseas marketing, and the number and scale of overseas projects continually improved, overseas business increased sharply.
1. Service advantages of integration
The company has three national first-level qualifications, national building decoration, engineering design and construction, specialized contracting of Mechanical and electrical equipment installation projects and specialized contracting of the construction curtain wall projects ,and Foreign Project Contracting and Operation. Self-contained design and sound execution conditions help Sino Great Wall Co., Ltd provide customers with decorative, mechanical and electrical installation and whole industry chain of curtain, integrated services of construction and design. The company can independently complete a full implementation of the construction project without the need for specialized subcontractors, as it owns civil engineering, electrolytic skills, refined decoration, experience of curtain wall construction and construction team. In this way, advantages can be formed together in the field of construction engineering; we can rationalize arrangement of project procurement, employment and construction plans, and optimize project schedule, effectively shorten the construction period, reducing the overall cost of the project, to maximize project benefits.
2. Preemptive advantages and brand effect of overseas business
Judging from the international and domestic economic situations and the construction market, the company assessed the situation ahead of others and made the layout of the overseas market, to form marketing team for overseas construction business in advance, cultivate abilities of project management training and business negotiation, and accumulate experience in the construction project. Familiar with the political and economic environment in overseas markets, the construction market environment and labor market and labor regulations, the company can make reasonable estimates about construction projects, effectively control construction projects and win customers' acceptance by offering the engineering of perfect quality. With winning the bid and completion of local landmarks, the company's visibility and influence in countries of the Middle East, Southeast Asia has been increasing promoted establishing a good corporate image and brand image.
3. Advantages of talented personnel
Talent competition is the core part of enterprise competition, as talents are the most valuable asset of enterprises. In order to ensure the stability of the company's personnel, various effective measures has be carried out, including continuing to introduce talents, mobilizing and inspiring the enthusiasm and creativity of employees work, sharing incentives for business growth with employees, and giving part of the company directors,
supervisors and senior management personnel and business backbones the privileged rights to purchase
non-public shares. In this way, listed companies and employees share a mutual benefits, and their subjective
initiative would be inspired, promoting the company's rapid development of overseas and domestic business The
Sino Great Wall Co., Ltd. 2015 Annual ReportCompany’s core business management team, experienced in operating and skillfully marketing, is of high quality and capability, like management capability, leaving good support for development of the company in future.
Sino Great Wall Co., Ltd. 2015 Annual Report IV.Management’s Discussion and Analysis
Ⅰ.General
1. Overall overview of business condition
Obstacles and difficulties were still in the way of global economic recovery in 2015, despite of the economy of US showing signs of improvement. The entire international economic environment is still fragile and on sluggish growth. To enhance China's economic growth momentum and strengthen supply-side structural reforms, domestic fixed asset investment has been decelerated, and real estate faced greater pressure of d-stocking. Under the new normal, domestic architectural decoration industry underwent slower growth rate than that of previous years. also bringing great pressure for thecompany’s operation and management.However, with the advancement and implementation of the "one belt, one road" strategy, overseas construction decoration market still have dynamic growth potential. With the introduction of national health reform policy, the health care industry is also facing greater development opportunities.
|||
|-|-|
||Operating with international and domestic economic situation, the company developed a business plan|
|"consolidating of the domestic decoration main industry, expanding overseas construction market, ensuring steady||
|growth of the performance". With a clearly scientific development strategy and the unremitting efforts of all staff,||
|the company's overall asset quality and profitability were significantly improved. In 2015, although domestic||
|economic suffered a slow growth, the company has maintained good growth momentum with a good performance||
|of the company's overseas business. In 2015, the company achieved operating income of 4.01 billion Yuan, an||
|increase of 45.58 % over the previous year; operating profit of 431 million Yuan, an increase of 75.22% over the||
|previous year; net profit attributable to parent company 347 million Yuan, an increase over the previous year||
|85.51%.||

2. Main works carried out by the company in 2015 are as follow:
（1） Maintaining stability in domestic decoration business
During the reporting period, the company will further consolidate the traditional decoration business market, promote the company's well-known brands and the implementation of characteristic operating strategy, and spare great efforts to develop and nurture high-end customers, making a steady increase of high-end customers in the company's share of the domestic business and continuing to improve brand influence Sino Great Wall. Moreover, we would also provide customers with comprehensive solutions, including high-quality and efficient architectural decoration, mechanical and electrical installation, curtain wall design and construction, and meanwhile actively explore relevant qualifications and industrial chain in innovative business model, improving the company decoration, engineering construction, creating a new performance and profit growth and constantly improving the company's profitability.
（2） Achieving good results in expanding overseas market business
In 2015,under the leadership of national policy "One Belt and One Road", relying on it's a good reputation in the overseas company and rich experience in marketing and construction, the company's overseas business
grew rapidly in Myanmar, Indonesia, the Philippines, Sri Lanka and other places ,with new orders for large
projects signed equivalent value of more than billion. Overseas projects are likely to use more the contracting
management models, EPC and PPP, providing a strong guarantee for the company's performance in next few
Sino Great Wall Co., Ltd. 2015 Annual Report years.
（3） Gaining a initial success of medical health industry layout and working smoothly
In 2015, the company decided to regard health care as key direction of the company in future. Afterward, the company introduced the management authority and technical experts in the medical field, in conjunction with the company's senior personnel, to set up a new medical team and carry out the in-depth project study and research in nationwide. Moreover, they carefully organized project feasibility and screening and have deep contacts with the target project, and signed a cooperation agreement to conduct a joint medical investment business with Sichuan Jiale enterprise Group Co., Ltd. Andrzej asset management Limited and Sinopharm Group financial leasing Co., Ltd, giving full play to their respective advantages in terms of construction, finance, customer resources, brand, etc. and promoting the development of the company in the medical engineering contracting, health care investment business. Since the medical team was built, company medical business is progressing well and the layout of the medical industry enjoyed a initial
success.
（4） Laying emphasis on incentives to storing talents for the company
During the reporting period, the company completed the election of the new Supervisory Board; a new senior management team was appointed; dozens of talents in marketing, technology, management and health care industries were recruited; three boards and one level, namely shareholders' board, board of directors, board of supervisors, governance level, has a clear structure. In 2015, parts of the company directors, supervisors and senior management personnel and business backbones participated in the subscription of the company's non-public offering of stocks by the customer-specific asset management plans set by Jiu Tai Hui Tong number two, and some of the staffs were involved in the first phase of the company's plan of employee's stock ownership. All measures above are conducive to the formation of mechanism where employees and all shareholders share mutual benefits and risks, urging executives and core team of the company to work in a more diligent way for company's development and laying a solid talent base development of the company in future.
Ⅱ.Main business analysis
1. General
Refer to relevant contents of “1.Summarization” in “Discussion and Analysis of Management”.
2. Revenue and cost
(1)Component of Business Income
In RMB
|||||||
|-|-|-|-|-|-|
||2015||2014|||
||||||Increase /decrease|
||Amount|Proportion|Amount|Proportion||
|Total business|4,010,358,999.58||2,754,684,893.91|||
|||100%||100%|45.58%|
|income||||||
|Industry||||||
|Decoration works|2,455,199,964.42|61.22%|2,557,064,400.00|92.82%|-3.98%|
|Engineering design|19,919,636.46|0.50%|21,436,293.91|0.78%|-7.08%|

Sino Great Wall Co., Ltd. 2015 Annual Report
|||||||
|-|-|-|-|-|-|
|EPC|1,513,458,850.56|37.74%|176,184,200.00|6.40%|759.02%|
|Other|21,780,548.14|0.54%||||
|Product||||||
||4,010,358,999.58|100.00%|2,754,684,893.91|100.00%|100.00%|
|Area||||||
|Domestic|2,436,352,972.25|60.75%|2,578,500,693.91|92.59%|-4.48%|
|Overseas|1,574,006,027.33|39.25%|176,184,200.00|6.40%|671.16%|

 (2)Situation of Industry, Product and District Occupying theCompany’s Business Income and Operating Profit with Profit over10%
√ Applicable□Not applicable
In RMB
||||||||
|-|-|-|-|-|-|-|
|||||Increase/decrease|Increase/decrease|Increase/decrease|
|||||of revenue in the|of business cost|of gross profit|
||||Gross profit||||
||Turnover|Operation cost||same period of|over the same|rate over the same|
||||rate(%)||||
|||||the previous|period of|period of the|
|||||year(%)|previous year (%)|previous year (%)|
|Industry|||||||
|Decoration works|2,455,199,964.42|1,959,709,623.80|20.18%|-3.98%|-6.05%|9.54%|
|EPC|1,513,458,850.56|1,194,713,739.79|21.06%|641.49%|686.94%|-17.79%|
|Product|||||||
|Area|||||||
|Domestic|1,574,006,027.33|1,194,713,739.79|24.10%|671.16%|686.94%|-5.94%|
|Overseas|2,436,352,972.25|1,970,313,445.87|19.13%|-4.48%|-6.08%|7.77%|

 Under circumstances of adjustment in reporting period for statistic scope of main business data, adjusted main business based on latest onyear’s scope of period-end.
□ Applicable√Not applicable
(3)Whether theCompany’s Physical Sales Income Exceeded Service Income
□ Yes√No
(4)Degree of Performance of the Significant Sales Contract Signed up to this Report Period
√ Applicable□Not applicable
Sino Great Wall Co., Ltd. 2015 Annual Report On December 9, 2015, the company signed the general contract of USD 250 million of Colombo Free City Center with Sri Lanka, but the company still has not enter into the site. On January 8, 2016, the company won the bid of comprehensive development project of USD 285 million ofOxley-Gem(Cambodia)Co.，Ltd, and the company had entered into the site in March, currently, the company completed the geological exploration and the temporary construction. On January 15, 2016, the company won the bid of two projects of Burma M tower and Min Apartment with bid amount respectively in USD 80 million and USD 120 million, and the company had entered into the site for construction of the projects in January. On March 8, 2016, the company won the bid of Indonesia EMERALD project, and the project still remained in the early stage of research, thus the company has not entered into the site.
(5)Component of business cost
Industry Category
In RMB
||||||||
|-|-|-|-|-|-|-|
|||2015||2014||Increase|
|Industry|Items||||||
|||Amount|Proportion|Amount|Proportion|/decrease|
|Decoration works|Labor wages|547,781,369.10|17.31%|615,001,376.10|27.34%||
|Decoration works|Material|1,359,863,294.41|42.95%|1,394,068,420.78|61.96%||
|Decoration works|Other|52,064,960.29|1.65%|76,883,845.43|3.42%||
|Engineering|||||||
|||10,603,822.07|0.34%|11,928,193.73|0.53%||
|design|||||||
|EPC|Labor wages|227,743,800.08|7.20%|11,051,656.16|0.49%||
|EPC|Material|695,054,284.77|21.96%|92,194,400.99|4.10%||
|EPC|Other|271,915,654.94|8.59%|48,571,723.35|2.16%||

Notes
(6)Whether Changes Occurred in Consolidation Scope in the Report Period
√ Yes□No
In 2015, the company had completed the major asset replacement and the share-issuing to purchase the asset and raise matching funds, which swapped out thecompany’s original total assets and liabilities, swapped in the equivalent part of the equity of the Sino Great Wall International Engineering Co., Ltd which was held by all the shareholders of Sino Great Wall International Engineering Co., Ltd. Sino Great Wall International Engineering Co., Ltd shall be included in the consolidation scope in 2015.
(7)Relevant Situation of Significant Changes or Adjustment of the Business, Product or Service in the
Company’s Report Period
√ Applicable□Not applicable
Sino Great Wall Co., Ltd. 2015 Annual Report In 2015, the company had completed the major asset replacement and the share-issuing to purchase the asset and raise matching funds, which swapped out thecompany’s original total assets and liabilities, swapped in the equivalent part of the equity of the Sino Great Wall International Engineering Co., Ltd which was held by all the
|||
|-|-|
||，and differential sections were purchased by|
|my company ,issuing shares for all shareholders hold in Sino Great Wall International Engineering Co.,||
|LTD ,meanwhile, company has distributed supporting funds,255 million Yuan used for raising and restructuring||
|shares, to Chen lue and Hui tong||

 changed to engaging in general contracting of project (overseas), decoration, mechanical and electrical installation, curtain wall design and construction and Investment and construction of hospital health industry from the textile production and processing.
(8)Situation of Main Customers and Main Supplier
Information of theCompany’s top 5 customers
|||
|-|-|
|Total sales amount to top 5 sales customers||
||1,626,764,008.69|
|(RMB)||
|Proportion of sales to top 5 customers in the||
||40.42%|
|annual sales(%)||

Information of theCompany’s top 5 customers
|||||
|-|-|-|-|
|No|Name|Amount（RMB）|Proportion %|
|1|Powerchina Construction Group Ltd.|526,490,055.14|13.13%|
|2|China Harbour Engineering Company|436,824,730.24|10.89%|
||OXLEY|||
|3||239,425,033.36|5.97%|
||DIAMOND(CAMBODIA)CO,LTD|||
|4|CHina Central Asia Group Co., Ltd|223,455,443.32|5.57%|
||Henan No.1 Thermal Power Construction|||
|5||200,568,746.63|5.00%|
||Company|||
|Total|--|1,626,764,008.69|40.56%|

 Principal suppliers
Information of theCompany’s top 5 suppliers
|||
|-|-|
|Total Purchase amount to top 5 sales suppliers (RMB)|210,324,623.20|
|Proportion of purchase to top 5 suppliers in the annual||
||14.11%|
|purchase(%)||

Information about the top 5 suppliers
|||||
|-|-|-|-|
|No|Name|Amount（RMB）|Proportion%^|
|1|Qinghei Heyi Trade Co., Ltd.|46,364,957.40|3.11%|
|2|GOLDEN B.S.T CONCRETE CO.,LTD|43,957,152.10|2.95%|
|3|Unibeton Ready Mix|42,154,215.58|2.83%|
|4|Zulin LS Engineering Co.Limited|41,504,469.88|2.78%|

Sino Great Wall Co., Ltd. 2015 Annual Report
|||||
|-|-|-|-|
|5|CHIP MONG GROUP LTD.|36,343,828.24|2.44%|
|Total|--|210,324,623.20|14.11%|

 3.Expenses
In RMB
||||||
|-|-|-|-|-|
||||Increase/Decrea||
||2015|2014||Notes|
||||se(%)||
|Sale expenses|13,686,172.10|16,414,043.95||Due to the reduction of marketing|
||||-16.62%||
|||||personnel|
|Administration expenses|154,562,327.86|84,770,936.89||Due to the increase of overseas|
|||||branches and the increase of domestic|
||||87.64%||
|||||and overseas departments such as|
|||||group, optoelectronic and medical.|
|Financial expenses|54,866,402.02|25,561,307.08||For the increase in the Company’s|
|||||short-term loan and long-term loan as|
||||114.65%||
|||||well as the increase in overseas L/G|
|||||amortization|

4.R& D Expenses
√ Applicable□Not applicable
In order to strengthen thecompany’s core competitiveness and meet thecompany’s sustainable development, thecompany’s main research directions in the reporting period were the decoration engineering design, general contracting of project and so on, currently, all the projects have been carried out on schedule, which was proved by the real facts and resulted in good economic and social benefits.
Situation of Research and Development Input by the Company
|||||
|-|-|-|-|
|Items|2015|2014|Increase /decrease|
|Number of Research and||||
|Development persons|189|153|23.53%|
|(persons)||||
|Proportion of Research and||||
||11.24%|10.25%|0.99%|
|Development persons||||
|Amount of Research and||||
|Development Investment (In|133,143,918.79|90,629,133.01|46.91%|
|RMB)||||
|Proportion of Research and||||
|Development Investment of|3.32%|3.29%|0.03%|
|Operation Revenue||||

Sino Great Wall Co., Ltd. 2015 Annual Report
|||||
|-|-|-|-|
|Amount of Research and||||
|Development Investment|0.00|0.00|0.00%|
|Capitalization (In RMB)||||
|Proportion of Capitalization||||
|Research and Development||||
||0.00%|0.00%|0.00%|
|Investment of Research and||||
|Development Investment||||

The Reason of the Prominent Change in Total Amount of Research and Development Input Occupying the Business Income Year on Year
□ Applicable√Not applicable
Explanation of the Reason for Substantial Changes in the Research and DevelopmentInput’s Capitalization Rate and Its Reasonableness
□ Applicable√ Not applicable
5.Cash Flow
In RMB
|||||
|-|-|-|-|
|Items|2015|2014|Increase/Decrease(%)|
|Subtotal of cash inflow received|4,257,440,458.70|2,032,366,032.40||
||||109.48%|
|from operation activities||||
|Subtotal of cash outflow|4,549,491,715.78|1,868,518,643.06||
|received from operation|||143.48%|
|activities||||
|Net cash flow arising from|-292,051,257.08|163,847,389.34||
||||-278.25%|
|operating activities||||
|Subtotal of cash inflow received|2,494.86|105,388.10||
||||-97.63%|
|from investing activities||||
|Subtotal of cash outflow for|28,713,135.66|30,045,696.54||
||||-4.44%|
|investment activities||||
|Net cash flow arising from|-28,710,640.80|-29,940,308.44||
||||-4.11%|
|investment activities||||
|Subtotal cash inflow received|1,805,738,341.24|312,900,000.00||
||||477.10%|
|from financing activities||||
|Subtotal cash outflow for|1,146,676,943.40|269,562,115.66||
||||325.39%|
|financing activities||||
|Net cash flow arising from|659,061,397.84|43,337,884.34||
||||1,420.75%|
|financing activities||||
|Net increase in cash and cash|338,985,801.91|176,234,125.52||
||||92.35%|
|equivalents||||

Sino Great Wall Co., Ltd. 2015 Annual Report Notes to the year-on-year change of the relevant data
√Applicable□ Not applicable
1. Net cash flows from operating activities decreased significantly over the previous year, which was mainly due to the short period of credit accounts of overseas project suppliers.
2. The net cash flow from financing activities increased compared to the last year mainly due to the increase of bank loans in the current period.
Notes to the big difference between cash flow from operating activities and net profit in the reporting year√Applicable□ Not applicable
The large difference between thecompany’s net cash flows from operating activities and the net profits of the year in the reporting period was mainly due to the increase of operating receivables.
Ⅲ.Analysis of Non-core Business
□ Applicable√ Not applicable
Ⅳ.Condition of Asset and Liabilities
1.Condition of Asset Causing Significant Change
In RMB
||||||||
|-|-|-|-|-|-|-|
||End of 2015||End of 2014||||
||||||Proportion||
|||||Proportion|||
|||Proportion in the|||increase/d|Notes to the significant change|
||Amount||Amount|in the total|||
|||total assets(%)|||ecrease||
|||||assets(%)|||
||695,384,561.31||290,949,160.76|||Due to the collection|
|Monetary funds||17.30%||11.89%|5.42%|centralized at the end of the|
|||||||year and the deferred payment|
||2,352,808,087.33||1,784,235,686.61|||Mainly due to the smooth|
|||||||process of the major project|
|||||||under implementation, and the|
|Account|||||||
|||58.55%||72.90%|-14.34%|increase of engineering|
|receivable|||||||
|||||||revenue but because in the|
|||||||reporting period, there was no|
|||||||collection of it.|
||168,133,668.91||34,960,199.93|||For the increase in raw|
|||||||material and inventory goods at|
|||||||the end of period and partial|
|Inventory||4.18%||1.43%|2.76%||
|||||||increase in the current project|
|||||||which has been completed but|
|||||||haven’t been settled|
||43,846,215.63||10,346,069.91|||Mainly for the purchase of|
|Fixed assets||1.09%||0.42%|0.67%|tower crane in overseas|
|||||||projects|

Sino Great Wall Co., Ltd. 2015 Annual Report
||||||||
|-|-|-|-|-|-|-|
|Construction in|10,016,928.24||11,856,578.49||||
|||0.25%||0.48%|-0.23%||
|process|||||||
|Short-term loans|225,408,496.07|5.61%|282,450,873.41|11.54%|-5.93%||
||30,140,649.14|||||Due to the increase of the|
|Long-term loans||0.75%|||0.75%||
|||||||loan-term bank loans|

2.Asset and Liabilities Measured by Fair Value
√Applicable□ Not applicable
|||||||||
|-|-|-|-|-|-|-|-|
|||Gain/loss|||||Amount at|
|||on fair|Cumulative|Impairment|||year end|
||Amount at||||Purchased|||
|||value|fair value|provisions||Sold amount in||
||||||amount in|||
|Items|year|change in|change|in the||the reporting||
||||||the|||
||beginning|the|recorded|reporting||period||
||||||reporting|||
|||reporting|into equity|period||||
|||period||||||
|Financial assets||||||||
|3.Avaliable-for-salefinancial assets||||||||
||1,060,407.78|42,553.26|||||1,102,961.04|
|Subtotal offinancial assets||||||||
||1,060,407.78|42,553.26|||||1,102,961.04|
|Total|1,060,407.78|42,553.26|||||1,102,961.04|
|FinancialLiabilities||||||||
||0.00||||||0.00|

Did any significant change occur to the attribute of theCompany’s main asset measurement during the reporting period?
□ Yes√No
Sino Great Wall Co., Ltd. 2015 Annual ReportⅤ.Investment situation
1. General
□Applicable√Not applicable
2.Condition of Acquiring Significant Share Right Investment during the Report Period
□Applicable√Not applicable
3.Situation of the Significant Non-equity Investment Undergoing in the Report Period
□ Applicable√ Not applicable
4.Investment of Financial Asset
（1）Securities investment
□ Applicable√ Not applicable
The Company had no securities investment in the reporting period.
（2）Investment in Derivatives
□ Applicable√ Not applicable
The Company had no investment in derivatives in the reporting period.
5.Application of the raised capital
√ Applicable□ Not applicable
（1）General application of the raised funds
√ Applicable□ Not applicable
InRMB’0000
||||||||||||
|-|-|-|-|-|-|-|-|-|-|-|
||||||Amount of|Accumulat|Proportion|Total|||
|||||||||||Amount of|
||||||raised|ive amount|of raised|Amount of|Use and||
||||Total|||||||the Raised|
|||||Total|capital of|of raised|capital of|the|Whereabo||
|||Total|Amount of|||||||Fund with|
|Year of|Way of|||amount of|which the|capital of|which the|Unused|uts of the||
|||raised|the Raised|||||||over 2|
|Raising|Raising|||Raised|purpose|which the|purpose|Raised|Unused||
|||capital|Fund Used|||||||Years’|
|||||Funds|was|purpose|has been|Fund at|Raised||
||||at the|||||||Idling|
||||||changed in|has been|changed|the|Fund||
||||||the report|changed|(%)|Current|||

Sino Great Wall Co., Ltd. 2015 Annual Report
||||||||||||
|-|-|-|-|-|-|-|-|-|-|-|
||||||period|||Period|||
||||||||||In thespecial||
||Stocks||||||||||
|2015||25,500|1,600|1,600|0|0|0.00%|23,900|account to|0|
||issue||||||||||
||||||||||raise fundsin storage||
|Total|--|25,500|1,600|1,600|0|0|0.00%|23,900|--|0|
|Notes to use of raised capital|||||||||||
|Upon the approval from the CSRC with the document of the 2015-No.1774 Zheng Jian Xu Ke -Reply of the Major Asset|||||||||||
|Restructuring and the Issue of Shares to Objects such as Chen Lue to Purchase Assets and Raise Matching Funds by Shenzhen|||||||||||
|Victor Onward Textile Industrial Co., Ltd, Sino Great Wall International Engineering Co.,Ltd( hereinafter referred to as: “company|||||||||||
|or the company”) had non-publicly issued 25,914,633 shares of RMB common share(A share), of which the par value per share was|||||||||||
|RMB 1.00, the issuing price per share was RMB 9.84, the total funds raised was RMB 254,999,988.72, and after deducting the|||||||||||
|issuance expenses of RMB 14,500,000.00 directly from the raised funds, the actual net amount of the raised funds is RMB|||||||||||
|240,499,988.72.|||||||||||

（2）Promised projects of raised capital
√ Applicable□ Not applicable
InRMB’0000
||||||||||||
|-|-|-|-|-|-|-|-|-|-|-|
||||||||Date||||
||||||Accumul|Investme|||||
||||||||when the||||
|||Total|||ated|nt||||Has any|
||Project||Total|Amount|||project|Benefit|||
|||raised|||amount|progress|||Has the|material|
||changed(i||investme|inested in|||has|realized|||
|Committed investment||capital|||invested|ended the|||predicted|change|
||ncluding||nt after|the|||reached|in the|||
|projects and investment||invested|||at the end|reporting|||result be|taken|
||partial||adjustme|reporting|||the|reporting|||
|||as|||of the|period(%|||realized|place in|
||change)||nt (1)|period|||predicted|period|||
|||commited|||reporting|)(3)=(2)(||||feasibility|
||||||||applicabl||||
||||||period(2)|1)|||||
||||||||e status||||
|Committed investment projects|||||||||||
|1. Overseas marketing|||||||||||
|network construction|No|10,000|10,000||||||No|No|
|project|||||||||||
|2.Informatization|||||||||||
||No|2,500|2,500||||||No|No|
|Construction Phase II|||||||||||
|3.Related taxes and|||||||||||
|agency fees of this|No|13,000|13,000|1,600|1,600|12.31%|||No|No|
|transaction|||||||||||
|Subtotal of committeed|||||||||||
||--|25,500|25,500|1,600|1,600|--|--||--|--|
|investment projects|||||||||||

Sino Great Wall Co., Ltd. 2015 Annual Report
||||||||||||
|-|-|-|-|-|-|-|-|-|-|-|
|Investment orientation for und arising out of plan|||||||||||
|No|||||||||No|No|
|Subtotal investment|||||||||||
||--|0||||--|--|0|--|--|
|orientation|||||||||||
|Total|--|25,500|25,500|1,600|1,600|--|--|0|--|--|
|Situation about not|||||||||||
|coming up to schemed|||||||||||
|progress or expected|Not applicable||||||||||
|revenue and the reason|||||||||||
|( in specific project0|||||||||||
|Notes to significant|||||||||||
|change in feasibility of|Not applicable||||||||||
|the project|||||||||||
|Amount, application|Not applicable||||||||||
|and application|||||||||||
|progress of the|||||||||||
|unbooked proceeds|||||||||||
|About the change of|Not applicable||||||||||
|the implementation site|||||||||||
|of the projects invested|||||||||||
|with the proceeds|||||||||||
|Adjustment of the|Not applicable||||||||||
|implementation way of|||||||||||
|investment funded by|||||||||||
|raised capital|||||||||||
|About the initial|Not applicable||||||||||
|investment in the|||||||||||
|projects planned to be|||||||||||
|invested with the|||||||||||
|proceeds and the|||||||||||
|replacement|||||||||||
|Using the idle proceeds|Not applicable||||||||||
|to supplement the|||||||||||
|working capital on|||||||||||
|temporary basis|||||||||||
|Balance of the|Not applicable||||||||||
|proceeds in process of|||||||||||
|project implementation|||||||||||
|and the cause|||||||||||
|About application and|||||||||||
||Not applicable||||||||||
|status of the proceeds|||||||||||

Sino Great Wall Co., Ltd. 2015 Annual Report
|||
|-|-|
|unused||
|Problems existing in||
|application of the||
|proceeds and the|Not applicable|
|information disclosure||
|or other issues||

（3）Changes of raised funds projects
□ Applicable√ Not applicable
The Company had no raised funds in company reporting period.
VI. Sales of major assets and equity
1. Sales of major assets
□ Applicable√ Not applicable
The Company had no sales of major assets in the reporting period.
2.Sales of major equity
□ Applicable√ Not applicable
Ⅶ.Analysis of the Main Share Holding Companies and Share Participating Companies
√ Applicable□ Not applicable
Situation of Main Subsidiaries and the Joint-stock Company with over10% net profit influencing to the Company In RMB
||||||||||
|-|-|-|-|-|-|-|-|-|
|Company|Company||Registered||||Operating||
|||Sectors engaged in||Total assets|Net assets|Turnover||Net Profit|
|Name|type||capital||||profit||
|Sino Great|||||||||
|Wall||Contract of construction|||||||
||||70,136,09|3,758,560,7|1,152,792,8|3988,440,|437,543,279|357,624,09|
|International|Subsidiaries|project, decoration,|||||||
||||9.00|41.47|36.44|464.76|.15|9.32|
|Engineering||healthcare investment|||||||
|Co., Ltd.|||||||||

Acquirement and disposal of subsidiaries in the Reporting period
√Applicable□Not applicable
||||
|-|-|-|
||The method of obtaining and handling|The influence to the whole production and|
|Company name|||
||subsidiaries during the report period|performance|
|Sino International|Assets reorganization|361,561,752.41|

Notes
In 2015, the company had completed the major asset replacement and the share-issuing to purchase the asset and
Sino Great Wall Co., Ltd. 2015 Annual Report raise matching funds, which swapped out thecompany’s original total assets and liabilities, swapped in the equivalent part of the equity of the Sino Great Wall International Engineering Co., Ltd which was held by all the shareholders of Sino Great Wall International Engineering Co., Ltd. Sino Great Wall International Engineering Co., Ltd shall be included in the consolidation scope in 2015.
Ⅷ.Special purpose vehicle controlled by the Company
□ Applicable√ Not applicable
Ⅸ.Prospect for future development of the Company
1.Strategy of theCompany’s Development
Based on the continuous consolidation of the existing business market,The company development strategy focuses on two aspects: 1, it reinforces ”one belt one road”engineering contracting and investment; 2, it strengthens its efforts in investing in domestic medical care field. So far, the company has boasted many projects in Southeast Asia, South Asia, Middle East and Africa. The next step will be, in addition to enhancing development and investment in these countries, to focus on expanding the high-end markets in North America, South America, Australia and Europe. In the medical investment filed, besides the PPT-based investment and construction of hospitals, more capitals shall be invested in acquiring well-operated hospitals, arranging e-commerce model for medicine, and introducing advanced medical technology and leading medical service from foreign countries. 2.Perspective of theCompany’s Operation in 2016
In 2016, the Company will surround the development strategy formulated by the board of directors, to emphasize on carrying out the following work:
(1)Perfect the construction qualification, extend the domestic business scope
In 2016, while ensuring the steady development in domestic decoration, the traditional main business, the Company will gradually perfect the contract qualification in construction, actively integrate decoration, mechanical and electrical installation, curtain wall design and installation, resource allocation of construction and contract, develop superior and high-end strategic partners , which is to provide integrated service of perfect, high-quality and efficient construction and decoration for clients.
(2) Improve the influence in overseas markets, extend overseas business share
In 2016, the Company will continue to going deep into the overseas market. With the boost of the national strategy of“One Belt and One Road”, sufficiently master the construction opportunity from the countries and regions along the route, probe into carrying out cooperation with Asia Infrastructure Investment Bank and Silk Road Fund Co. Ltd. as well as other political financial institutions. By means of deeper cooperation, extend theCompany’s overseas business scale and improve the overseas influence of Sino Great Wall.
(3) Strive for implementation in partial medical projects, cultivate new growth points in profit.
In 2016, the Company will sufficiently make use of the good opportunities offered by the national medical reform, actively develop the range service in healthcare, seek for high-quality projects. On the basis of the work in 2015, the Company will open up deep communication with relevant party, innovate cooperation mode. By means of investigation, the Company will compile the feasibility analysis report, formulate the specific cooperation plan and the project implementation plan, promote the implementation of healthcare project to make material progress on the road to healthcare industry; The Company will start the new engine for its healthcare business development, improving the operation efficiency and profitability of the Company.
Sino Great Wall Co., Ltd. 2015 Annual Report (4) Strengthen the talent team construction, enhance the team cohesion
In 2016, the Company will continue to intensify the HR development to reserve superior talents for theCompany’s future business development. By means of holding expert lectures, setting up online academy, strengthen the education and training of staff, promotestaff’s professional ability and comprehensive quality, constantly perfect the staff training and the examination and evaluation system, probe into talent incentive mechanism, accelerate the optimal construction of operation team, improve the cohesion and work efficiency of the top management team.
3. Main risks the Company are facing with and solutions
(1)Macro Economy and Political Influence
The construction industry which the Company engages in and the healthcare industry which the Company is getting involved in are substantially influenced by the macro economy and policy, Bringing potential risks to the company's market development and thecompany’s operation and management.
Measures: Constantly pay close attention to the international and domestic economic situation, make reasonable prejudgement, timely adjust the operation strategy and marketing policy, formulate the preplan for coping with market changes, ensure that the operation goals of 2016 can be smoothly realized.
(2) Risks in Overseas Business Operation
In spite of theCompany’s years of experience in domestic construction, but various of differences exist between the international architecture construction environment and the domestic market, including marketing, technical standard, management. Whether to connect the domestic construction experience with the overseas projects well and how to avoid and evade the geographic political risk and exchange rate risk are still biggish tests for the Company.
Measures: Hire and introduce various kinds of top talents, improve the business operation level, strengthen the supervision and control in projects. In the case of choosing projects, focus on risk assessment, avoid and keep away from the countries and regions which are under unsteady social security and political environment as much as possible.
(3) Risk of Receivables Withdrawal
With the rapid development of theCompany’s business, the receivables increase continuously. How to manage receivables and reduce the withdrawal risk in order to avoid bad-debt losses caused by receivables in large amount which can not be withdrawn is also one of the risks the Company will face with.
Measures: Set up a special group, strengthen in push for receivables, track the change situation of the keyclients’ credit. Once founded hard to withdraw the receivables, the judicial procedure of arbitration will be started to maintain the legitimate rights of our company.
(4) Progress of the Project and Risk of the Quality
In view of construction business engaged by the Company, ensuring the project will be completed as scheduled and guaranteeing the quality conform with standards are always the goals which the Company pursues, which is also the problem the Company will face with all along. Once there is delay in construction time and issue in construction quality, it will constitute bad influence to the Company.
Measures: Strictly implement project management system, set up an elite management group, formulate detailed construction plans, supervise and monitor the construction progress and construction quality regularly, rectify problems on time when founded, ensure the construction period and quality.
Ⅹ.Particulars about researches, visits and interviews received in this reporting period
Sino Great Wall Co., Ltd. 2015 Annual Report 1.Particulars about researches, visits and interviews received in this reporting period
√ 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|
|December 31,2015|Onsite investigation|Organization||
||||International Engineering Co., Ltd:|
||||Record of the investors relations|
||||activities on December 31, 2015.|
|Reception times||1||
|Reception agency amount||7||
|Reception personal number||0||
|Others||0||
|Whether to disclose, reveal or disclose non-public material||||
|||No||
|information||||

Sino Great Wall Co., Ltd. 2015 Annual Report V. Important Events
ⅠSpecification of profit distribution of common shares and capitalizing of common reserves
Formulation, implementation and adjustment of profit distribution policy of common shares especially cash dividend policy during the reporting period
□ Applicable√ Not applicable
The profit distribution preplan or proposal and the preplan or proposal of conversion of the capital reserve into share capital in the past three years(with the reporting period inclusive):
Profit distribution preplan for2013：
1 As audited by Da Hua Certified Public Accountants(Special General Partnership) , the total profit of the Company for 2013 is RMB10,234,487 , After deduction of minority gains and losses of RMB-364,906 and income tax expenses of RMB 2,384,583, net profit is RMB8,214,810,the total year-end undistributed profit is RMB-108,059,131. The Company is neither to distribute profit nor to capitalize capital surplus for the current year.
Profit distribution preplan for2014：
1 As audited by Da Hua Certified Public Accountants(Special General Partnership) , the total profit of the Company for 2014 is RMB4,740,872 , After deduction of minority gains and losses of RMB-3,709 and income tax expenses of RMB 453,676, net profit is RMB4,290,905,the total year-end undistributed profit is RMB-103,768,226. The Company is neither to distribute profit nor to capitalize capital surplus for the current year.
Profit distribution preplan for2015：
based on the 2014 total share capital of 446.906582 million shares, The Company will transfer the capital reserve to increase capital stock, 28 shares for every 10 shares.
The preplan had reviewed and approved by the Board of Directors and planed to submit to the Annual General Meeting for approval.
Dividend distribution of the latest three years
In RMB
|||||||
|-|-|-|-|-|-|
|||Net profit||||
||||Ratio in net profit|||
|||attributable to the||Amount of cash|Proportion of cash|
||||attributable to the|||
||Cash dividend|over of the parent||dividends from cash|dividends from cash|
|Year|||parent company in|||
||(Including Tax)|company in the||offer to repurchase|offer to repurchase|
||||the consolidated|||
|||consolidated||shares of the funds|shares of the funds|
||||financial statements|||
|||financial statements||||
|2015|0.00|346,648,651.48|0.00%|0.00|0.00%|
|2014|0.00|186,857,504.45|0.00%|0.00|0.00%|

Sino Great Wall Co., Ltd. 2015 Annual Report
|||||||
|-|-|-|-|-|-|
|2013|0.00|103,518,058.00|0.00%|0.00|0.00%|

 In the reporting period, both theCompany’s profit and the parentcompany’s retained earnings were positive however not cash dividend distribution proposal has been put forward.
√ Applicable□ Not applicable
|||
|-|-|
|In the reporting period, it was profitable and the profits||
|distributed among common shareholders were positive, but the|Purpose of and plans to use undistributed profits.|
|reason for the profit-sharing scheme by cash was not proposed.||
|As the company is in the period of fast development, the||
|company’s construction contracting business needed to pay a||
|certain proportion for the guarantee, so the funds demand is||
||Used for daily operations and future business development and|
|large, therefore according the company’s actual operation and the||
||future annual profit distribution|
|principal of being helpful to the company’s sustainable||
|development, the company shall not carry out cash dividend||
|distribution for the year 2015.||

II.Profit distribution plan and capitalizing of common reserves plan for the Period
√ Applicable□ Not applicable
|||
|-|-|
|Bonus shares for every ten shares(Shares)|0|
|Cash dividend for everty ten shares||
||0|
|(Yuan)(Tax-included)||
|Distribute additional (shares)for 10 shares|28|
|A total number of shares as the distribution||
||446,906,582|
|basis(shares)||
|Total cash dividend (Yuan)(Tax-included)|0.00|
|Distribution of profits(RMB)|755,308,636.19|
|Proportion of cash dividend in the distributable||
||0.00%|
|profit (%)||
|Cash dividend distribution policy||
|Other||
|Details of profit distribution or reserve capitalization plan||
|As audited by BDO China Shu Lun Pan Certified Public Accountants LLP, the total profit of the Company for 2015 is||
|RMB430,792,029.49, Attributable to shareholders of the parent company's net profit of RMB 346,648,651.48. The profit||
|distribution proposal reviewed as follows: 446.906582 million shares for the base, ,The Company will transfer the capital reserve to||
|increase capital stock, 28 shares for every 10 shares and planed to submit to the Annual General Meeting for approval.||

Sino Great Wall Co., Ltd. 2015 Annual Report III.Commitments to fulfill the situation
1.The fulfilled commitments in the reporting period and under-fulfillment commitments by the end of the reporting period made by the company, shareholder, actual controller, acquirer, director, supervisor, senior management personnel and other related parities.
√ Applicable□ Not applicable
||||||||
|-|-|-|-|-|-|-|
|||||Time of|Peiod of||
||Commitment|||||Fulfill|
|Commitment||Type|Contents|making|commitme||
||maker|||||ment|
|||||commitment|nt||
|Commitment on share reform|No|No|No||No|No|
|Commitment in the acquisition report|||||||
||No|No|No||No|No|
|or the report on equity changes|||||||
||||Shares acquired by purchases of||||
||||assets through issuing shares: “I||||
||||will not transfer the new shares of||||
||||Victor Onward Holdings acquired||||
||||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|||Strict|
||Chen Lue, He|||March|||
|Commitments in assets reorganization|||performance compensation under||36 months|perfor|
||Feiyan|||19,2015|||
||||this restructuring(subject to|||ming|
||||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||||

Sino Great Wall Co., Ltd. 2015 Annual Report
||||||
|-|-|-|-|-|
||Holdings are automatically||||
||prolonged for 6 months. (The||||
||above-mentioned issue price will||||
||be calculated according to the||||
||price after the adjustment of||||
||ex-dividend, etc. if ex-dividend||||
||behaviors of the company,||||
||including distribution of||||
||dividends, giving bonus,||||
||conversion of share capital,||||
||rationing shares, and etc., were||||
||happened during the||||
||above-mentioned periods. If the||||
||restructuring transaction were||||
||March 19,2015 36 mont hs Strict||||
||perfor ming Shenzhen Victor||||
||Onward Textile Industrial Co.,||||
||Ltd. The Third Quarterly Report||||
||2015. 14 investigated by judicial||||
||authorities or China Securities||||
||Regulatory Commission due to||||
||false record, misleading statement||||
||or major omission of the||||
||information provided or disclosed,||||
||I will not transfer my shares of the||||
||company before the conclusion of||||
||the case has been made clear.||||
||After the above-mentioned||||
||lock-up periods, I will sell or||||
||transfer the new shares of the||||
||company acquired from this||||
||restructuring following relevant||||
||regulations of China Securities||||
||Regulatory commission and||||
||Shenzhen Stock Exchange.||||
||Shares acquired by matching||||
||funds raised: “I will not transfer||||
||the new shares of Victor Onward||||
||Holdings acquired through this|||Strict|
|||March|||
|Chen Lue|issuing by any way, including but||36 months|perfor|
|||19,2015|||
||not limited to the public transfer|||ming|
||through the stock market or by||||
||agreement, within 36 months from||||
||the date new shares list. If||||

Sino Great Wall Co., Ltd. 2015 Annual Report
||||||
|-|-|-|-|-|
||regulation rules or regulators have||||
||longer requirements for lock-up||||
||periods, it should be executed||||
||accordingly.||||
||Up to the issue day of the letter, I||||
||and other corporations controlled||||
||by me haven’t possessed funds of||||
||Sino Great Wall; After the||||
||transaction is completed, I and||||
||other companies controlled by me||||
||(if any), except for listed||||
||companies and their holding||||
||subsidiaries, will not possess the||||
||funds of listed companies or Sino||||
||Great Wall by any way, including||||
||cash in advance, other expenses,||||
||direct or indirect loans,||||
||assumption, etc. and try our best||||
||to avoid fund intercourse with||||
|||||Strict|
||listed companies or Sino Great|March|||
|Chen Lue|||Long-term|perfor|
||Wall, which has nothing to do|19,2015|||
|||||ming|
||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.||||
||Meanwhile, I will actively urge||||
||Sino Great Wall to establish||||
||complete inner control system and||||
||funds management system within||||
||lawful authority.||||
||In view of the fact that the houses||||
||rented by Sino Great Wall and it’s||||
||son subsidiaries, subsidiaries,||||
|||||Strict|
||haven’t rental registration, I|March|||
|Chen Lue|||Long-term|perfor|
||promise, if Sino Great Wall and|19,2015|||
|||||ming|
||its son subsidiaries, subsidiaries,||||
||were penalized by real estate||||
||management department or||||

Sino Great Wall Co., Ltd. 2015 Annual Report
||||||
|-|-|-|-|-|
||suffered other losses resulting||||
||from it, I agree to compensate the||||
||loss of the company by cash.||||
||During the reporting period, the||||
||project which Sino Great Wall is||||
||involved in is the decoration||||
||engineering construction project||||
||of Libo Grand Hotel (hereinafter||||
||referred to as “Libo project”)||||
||which the company contracted||||
||before the bidding process. Sino||||
||Great Wall is not involved in any||||
||other projects except for Libo||||
||project before bidding process. As||||
||to the violating issues existed in||||
||the Libo project, I promise as|||Strict|
|||March|||
|Chen Lue|follows: if Sino Great Wall got||Long-term|perfor|
|||19,2015|||
||penalized by government|||ming|
||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.||||
||“1. Up to October 13th,2014, the||||
||related expenses of the litigation||||
||and arbitration cases, including||||
||the actual price, compensation,||||
||penalty, ligation costs, etc. which||||
||the parent-subsidiary companies||||
|||||Strict|
|||March|||
||of Sino Great Wall needs to pay||||
|Chen Lue|||Long-term|perfor|
||caused by the final results of|19,2015|||
|||||ming|
||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||||

Sino Great Wall Co., Ltd. 2015 Annual Report
||||||
|-|-|-|-|-|
||audit base day of July 31st, 2014,||||
||I promise to bear the balance by||||
||cash unconditionally so as to||||
||guarantee the parent-subsidiaries||||
||of Sino Great Wall won’t suffer||||
||any loss. 2. This commitment||||
||letter is irrevocable.||||
||1. On condition that ownership||||
||defect exists in the lease of house||||
||property of parent-subsidiary||||
||companies of Sino Great Wall and||||
||its subsidiary 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|||Strict|
|||March|||
|Chen Lue|losses which are caused by||Long-term|perfor|
|||19,2015|||
||operation and finance due to the|||ming|
||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.||||

Sino Great Wall Co., Ltd. 2015 Annual Report
||||||
|-|-|-|-|-|
||“In condition that||||
||parent-subsidiary companies of||||
||Sino Great Wall or its son||||
||subsidiary haven’t paid social||||
||security or housing fund for staff||||
||according to law, which resulted||||
||in any losses to Sino Great Wall ,||||
||including the competent||||
||authorities’ requirement for Sino|||Strict|
|||March|||
|Chen Lue|Great Wall or its subsidiary to||Long-term|perfor|
|||19,2015|||
||make supplementary payment, to|||ming|
||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 from||||
||any loss ”.||||
||“At present, Suzhou Lvbang has||||
||possessed one state-own land use||||
||right, of which the land certificate||||
||is Suzhou Guo Yong(2014)||||
||No.Y2014086”, locates in Danan||||
||Village, 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|||Strict|
|||March|||
|Chen Lue|the building reserved on the||Long-term|perfor|
|||19,2015|||
||former selling land. Suzhou|||ming|
||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||||

Sino Great Wall Co., Ltd. 2015 Annual Report
||||||
|-|-|-|-|-|
||handling “I undertake to actively||||
||supervise and urge Suzhou||||
||Lvbang on handling procedures of||||
||the approval process involved||||
||with factor refurnishing and||||
||reconstruction, and which is||||
||suffered from administrative||||
||punishment by relevant competent||||
||authorities in reason of claiming||||
||certificate of title, or in which any||||
||dispute or controversy exist in||||
||construction and ownership,||||
||which shall be my responsibility||||
||to carry out solution, and I||||
||undertake to compensate by cash||||
||for Suzhou Lvbang’s losses which||||
||are due to this matter,||||
||guaranteeing no losses occur to||||
||Sino Great Wall and Suzhou||||
||Lvbang for this matter.||||
||“According to the “Agreement of||||
||Significant Asset Replacement||||
||and Issue of Share to Buy||||
||Asset”(hereinafter referred to as||||
||“Agreement”) signed among||||
||Victor Onward Holdings, all||||
||shareholders of Sino Great Wall||||
||and Union Development Group||||
||Co., Ltd (hereinafter referred to||||
||as“ Union Group”) on October 13,||||
||2014, all the creditor’s rights and||||
|||||Strict|
||liabilities related to place-out|March|||
|Chen Lue|||Long-term|perfor|
||asset before the delivery date of|19,2015|||
|||||ming|
||Victor Onward Holdings shall be||||
||Union Group’s responsibility to||||
||carry out solution; After the asset||||
||delivery date, if any losses occur||||
||to Victor Onward Holdings in||||
||reason of the liability transfer of||||
||asset delivery, personnel||||
||placement, unsettled dispute or||||
||controversy and other||||
||compensation related to place-out||||
||asset, payment obligation and||||

Sino Great Wall Co., Ltd. 2015 Annual Report
||||||
|-|-|-|-|-|
||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 “.||||
||According to“ Agreement of||||
||Shenzhen Victor Onward Textile||||
||Industrial Co., Ltd., Chen Lue and||||
||He Feiyan Concerning on||||
||Performance Compensation” and||||
||its supplemental agreement , Chen||||
||Lue’s promised Sino Great Wall||||
||that the net profit deducted by||||
||incidental losses and attributable||||
||to the parent companies’ owners||||
||after audition of 2015, 2016 and|||Strict|
|Chen Lue , He||May|||
||2017 shall be respectively more||Long-term|perfor|
|Feiyan||11,2015|||
||than RMB 345.8 million, RMB|||ming|
||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 Lue and He Feiyan||||
||will compensate for listed||||
||company in accordance with||||
||“Performance Compensation||||
||Agreement” and its supplemental||||
||agreement||||
|Chen Lue; He|1. This reorganization is planned||||
|||||Strict|
|Feiyan, Wuxi|to place in asset. At present,|September|||
||||Long-term|perfor|
|Hengtai|complete separation has existed|30,2015|||
|||||ming|
|Jiuding Assets|between me or other enterprises||||

Sino Great Wall Co., Ltd. 2015 Annual Report
|||
|-|-|
|Management|under my possession (if any) and|
|Centre|the listed company in staff, asset,|
|（LP）;Yantai|finance, institution and business|
|Zhaoxuan|of Sino Great Wall. Independence|
|Yuantai|exists in both staff, asset, finance,|
|Jiuding|institution and business and no|
|Venture|confusion exists. 2. I undertake,|
|Investment|after this reorganization, to ensure|
|Centre|the continued complete separation|
|（LP）;Suzh|between me or other enterprises|
|ou Taiyao|under my possession(if any) and|
|Zhongshan|the listed company in staff, asset,|
|Jiuding|finance, institution and business,|
|Investment|sustaining the independence in the|
|Centre|listed company’s staff, asset,|
|（LP）;Jiaxing|finance, institution and business,|
|Jiahe Jiuding|as follows: (1).The Ensurance of|
|Investment|Independence for Listed|
|Centre（LP）|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|

Sino Great Wall Co., Ltd. 2015 Annual Report
||
|-|
|Company 1.Ensure that the listed|
|company possesses business|
|system related to operation and|
|the relevant|
|completely-independent asset.|
|2.Ensure that no occupation of|
|mine exists in capitals and assets|
|of the listed company. 3.The|
|Ensurance of the Financial|
|Independence of Listed Company|
|1.Ensure that the independent|
|finance department and the|
|independent financial calculating|
|system set up by the listed|
|company, which possess|
|normative and independent|
|financial and accounting rules. 2.|
|Ensure that the listed company|
|independently opens a bank|
|account, not sharing the same|
|bank account with me. 3.Ensure|
|that the financial staff of the listed|
|company holds no part-time post|
|in my enterprise and other|
|enterprises under my possession.|
|4. Ensure that the listed company|
|pays taxes according to law. 5.|
|Ensure that the listed company|
|makes the financial|
|decision-making independently, I|
|will not intervene the utilization|
|of the listed company’s capital.|
|(4)The Ensurance of the|
|Institutional Independence of|
|Listed Company 1.Ensure that the|
|listed company sets up perfect|
|governance structure for the share|
|company’s legal person, which|
|possesses independent and|
|complete institutional framework|
|2.Ensure that the shareholder’s|
|meeting, the board of director, the|
|independent director, the|
|supervisor and the general|

Sino Great Wall Co., Ltd. 2015 Annual Report
||||||
|-|-|-|-|-|
||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.||||
|Wuxi Hengtai|“Once I or our unit acquire the||||
|Jiuding Assets|newly-added share of Victor||||
|Management|Onward Company through this|||Strict|
|||March|||
|Centre（LP）;|transaction, no transfers will occur||12 months|perform|
|||19,2015|||
|Yantai|in any way within 12 months from|||ing|
|Zhaoxuan|the listing date, including but not||||
|Yuantai|limited to public transfer by||||

Sino Great Wall Co., Ltd. 2015 Annual Report
||||||
|-|-|-|-|-|
|Jiuding|securities market or transfer by||||
|Venture|agreement, and no entrusting for||||
|Investment|others to manage my holding||||
|Centre|share of Victor Onward Holdings .||||
|（LP）;Suzh|Once the above-mentioned lockup||||
|ou Tianyao|period expires, I will implement||||
|Zhongshan|the selling or transferring of the||||
|Jiuding|newly-added share of Victor||||
|Investment|Onward Holdings according to the||||
|Centre（LP）;|relevant provision of CSRC and||||
|Jiaxing Jiahe|SZSE.||||
|Jiuding|||||
|Investment|||||
|Centre（LP）|||||
||“1.Before this reorganization, the||||
||fairness and reasonableness of||||
||pricing and the legitimacy and||||
||effectiveness of decision-making||||
|Chen Lue; He|||||
||procedure exist in the||||
|Feiyan,Wuxi|||||
||transaction(if any) between me or||||
|Hengtai|||||
||the enterprise under my||||
|Jiuding Assets|||||
||possession(if any) and Sino Great||||
|Management|||||
||Wall which is planned to place||||
|Centre（LP）;|||||
||asset in, no related transaction||||
|Yantai|||||
||with obvious unfairness exists ;||||
|Zhaoxuan|||||
||2.After this reorganization, I or||||
|Yuantai|||||
||the enterprise under my||||
|Jiuding|||||
||possession will avoid and reduce||||
|Venture||||Strict|
||the related transaction with listed|March|||
|Investment|||Long-term|perform|
||company as much as possible. As|19,2015|||
|Centre||||ing|
||for any unavoidable or reasonable||||
|（LP）;Suzh|||||
||related transaction, I or the||||
|ou Tianyao|||||
||enterprise under my possession||||
|Zhongshan|||||
||will sign the agreement according||||
|Jiuding|||||
||to laws and fulfill the lawful||||
|Investment|||||
||procedure, and fulfill relevant||||
|Centre（LP）;|||||
||approval procedure for internal||||
|Jiaxing Jiahe|||||
||decision-making and timely fulfill||||
|Jiuding|||||
||the obligation of disclosing||||
|Investment|||||
||information according to law,||||
|Centre（LP）|||||
||following relevant laws,||||
||regulations, other normative||||
||documents and articles of listed||||
||company, which is to guarantee||||

Sino Great Wall Co., Ltd. 2015 Annual Report
||||||
|-|-|-|-|-|
||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.||||
||During the assets reorganization,||||
||the house property and land||||
||without property certificate in the||||
||disposed assets within the plant||||
||area of Kuixin Community of||||
||Kuichong Street of Longgang||||
||District and the expected||||
||compensations, as well as the||||
||expected compensations||||
||concerning to the regaining of||||
||plots planned as schools within||||
||the right of land use of Nanyou||||
|Union|||||
||Industrial Park of Nanshan|||Strict|
|Development||March|||
||District have not been recorded in||Long-term|perform|
|Group Co.,||19,2015|||
||the assessment. Therefore, Union|||ing|
|Ltd.|||||
||Group promises that after the||||
||reorganization, if Union or a third||||
||party appointed by Union receives||||
||compensations or incomes related||||
||toabove-mentioned disposed||||
||assets which are 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||||

Sino Great Wall Co., Ltd. 2015 Annual Report
||||||
|-|-|-|-|-|
||actual costs and fees during the||||
||possession of the house property||||
||and land and the paid as well as||||
||the unpaid but necessary costs and||||
||fees for the reception of the||||
||above-mentioned benefits for||||
||Union Group or its third party will||||
||be deducted from the income. The||||
||specific benefits and payable costs||||
||and fees should be confirmed||||
||jointly by Union Group and Victor||||
||Onward Holdings based on the||||
||actual situations. （Notes:On June||||
||25, 2015,All shareholders of||||
||Victor Onward Holdings, Union||||
||Group and Sino Great Wall||||
||Signed supplementary agreement,||||
||and specified that the land and||||
||houses without ownership||||
||certificate of Victor Onward||||
||Holdings located at the factory||||
||area of Kuixin community of||||
||Kuichong street office of||||
||Longgang district (the land area is||||
||about 50,000 square meters, the||||
||built-up area of houses is about||||
||25,000 square meters, among||||
||them about 18,000 square meters||||
||of buildings at built-up area are||||
||within the plan of removal and||||
||collection of government，||||
||hereinafter referred as||||
||“undocumented property) still||||
||belongs to Victor Onward||||
||Holdings. And the benefits and||||
||risks of the real estate without||||
||certificate are enjoyed and||||
||assumed by Victor Onward||||
||Holdings.”||||
||According to the Term 5.5.3 of||||
|Union|||||
|||||Strict|
||Agreement on Major Asset||||
|Development||March|||
||Replacement and Asset Purchase||Long-term|perform|
|Group Co.,||19,2015|||
||Through Issuing Shares|||ing|
|Ltd|||||
||(hereinafter referred to as||||

Sino Great Wall Co., Ltd. 2015 Annual Report
||
|-|
|Agreement) signed on October 13,|
|2014 by the company and all|
|shareholders of Victor Onward|
|Co. Ltd.. and Sino Great Wall,|
|Victor Onward Holdings should|
|obtain the letter of approval|
|concerning the transferred debts|
|of the disposed assets from the|
|creditor (including the guarantee,|
|similarly hereinafter) before the|
|date of assets delivery. In the|
|situation of debts on Victor|
|Onward Holdings due to the|
|absence of creditor’s consent, 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 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|

Sino Great Wall Co., Ltd. 2015 Annual Report
||
|-|
|for the caused losses of Victor|
|Onward Holdings in 5 working|
|days after receiving the notice.|
|According to the Term 5.6.1 of|
|Agreement and based on the|
|principle of “staff arrangement|
|according to the assets”, the labor|
|relations, social insurance|
|relations including pension,|
|medical treatment,|
|unemployment, working injury|
|and maternity, and other liable|
|welfare and salary of all the staff|
|in Victor Onward Holdings.|
|(including but not limited to|
|on-post Shenzhen Victor Onward|
|Textile Industrial Co., Ltd. The|
|Third Quarterly Report 2015. 25|
|employees, employees awaiting|
|job assignments, retired|
|employees, retained employees|
|with suspend salary, transferred|
|employees, and temporary|
|employees, etc) will be transferred|
|to the company or the third party|
|appointed by the company.|
|Compensations or related matters|
|(if any) due to the termination of|
|labor relationship in advance with|
|Victor Onward Holdings, the|
|company or the third party|
|appointed by the company will be|
|in charge of the payment. The|
|company promises that for the|
|losses caused by matters such as|
|the above-mentioned debt|
|transfers of disposed assets,|
|personnel arrangement, unsettled|
|disputes, potential debts, payment|
|obligations and penalties, the|
|company or the third party|
|appointed by the company will|
|fully compensate for the losses of|
|Victor Onward Holdings due to|

Sino Great Wall Co., Ltd. 2015 Annual Report
|||||||
|-|-|-|-|-|-|
||||the above-mentioned matters|||
||||based on the Agreement in cash.|||
|Commitments make in initial public||||||
||No|No|No|No|No|
|offering or re-financing||||||
|Equity incentive commitment|No|No|No|No|No|
|Other commitments for medium and||||||
||No|No|No|No|No|
|small shareholders||||||
|Completed on time(Y/N)|Yes|||||
|If the commitments is not fulfilled on||||||
|time, shall explain the specify reason|No|||||
|and the next work plan||||||

2.The existence of the company's assets or projects earnings forecasts and earnings reporting period is still in the forecast period, the company has assets or projects meet the original profit forecast made and the reasons explained
□Applicable√ Not applicable
IV.Particulars about the non-operating occupation of funds by the controlling shareholder
□ Applicable√ Not applicable
No non-operating occupation from controlling shareholders and its related party in the period.
V.Explanation of the Supervisory Committee and Independent Directors (If applicable)on the QualifiedAuditor’s Report Issued by the CPAs.
□ Applicable√ Not applicable
VI.Explain change of the accounting policy, accounting estimate and measurement methods as compared with the financial reporting of last year.
√Applicable□Not applicable
VII.Explain retrospective restatement due to correction of significant accounting errors in the reporting period
□Applicable√ Not applicable
No major accounting errors within reporting period that needs retrospective restatement for the Company in the period.
VIII.Explain change of the consolidation scope as compared with the financial reporting of last year.
√Applicable□Not applicable
Sino Great Wall Co., Ltd. 2015 Annual Report In 2015, the company had completed the major asset replacement and the share-issuing to purchase the asset and raise matching funds, which swapped out thecompany’s original total assets and liabilities, swapped in the equivalent part of the equity of the Sino Great Wall International Engineering Co., Ltd which was held by all the shareholders of Sino Great Wall International Engineering Co., Ltd. Sino Great Wall International Engineering Co., Ltd shall be included in the consolidation scope in 2015.
IX. Engagement/Disengagement of CPAs
CPAs currently engaged
|||
|-|-|
|Name of the domestic CPAs|BDO China Shu Lun Pan Certified Public Accountants LLP|
|Remuneration for domestic accounting firm||
||150|
|(RMB’0000)||
|Continuous life of auditing service for domestic||
||1|
|accounting firm||
|Name of domestic CPA|Liao Jiahe, Xu Shibao|
|Name of the foreign CPAs（If any）|No|
|Remuneration for foreign accounting firm||
||0|
|(RMB’0000)(If any)||
|Continuous life of auditing service for foreign||
||No|
|accounting firm||
|Name of foreign CPA|No|

Has the CPAs been changed in the current period
√ Yes□No
Whether to change the accounting firm during the audit period
□ Yes√No
To replace the accounting firm to perform the examination and approval procedures
√ Yes□ No
Detailed description of the appointment, alteration of the accounting firm
1. Thecompany’s audit committee of the board of directors fully acquainted BDO China Shu Lun Pan Certified Public Accountants LLP , then agreed to change the accounting firm, engaged the BDO China Shu Lun Pan Certified Public Accountants LLP as the audit agency for thecompany’s 2015 annual financial report, and the proposal had been submitted to thecompany’s board of directors for the approval.
2. The Proposal on Alteration and Engaging of the 2015 Annual Audit Agency was examined and approved in the 5th
meeting of the seventh session board of directors convened on March 14, 2016, which agreed to engage the BDO China Shu Lun Pan Certified Public Accountants LLP as thecompany’s 2015 annual audit agency.
3. Alteration and engaging of the audit agency had been prior approved by thecompany’s independent directors and the independent directors issued an independent opinion of assent on the item, reckoned that: BDO China Shu Lun Pan Certified Public Accountants LLP possessed the qualification to audit in securities-related business and
possessed years of experiences and the ability to provide audit services for listed companies, so that shall meet the
requirements by thecompany’s financial audit and the related special audit work, and the accounting firm is able
to carry out independent financial situation audit to the company. Therefore it was agreed the alteration and the
Sino Great Wall Co., Ltd. 2015 Annual Report engaging of BDO China Shu Lun Pan Certified Public Accountants LLP as thecompany’s 2015 annual audit agency, and agreed to submit the Proposal to the general shareholder meeting for approval.(Please see its details as the Prior Approval Opinion on the Alteration and Engaging of theCompany’s 2015 Annual Audit Agency, the Independent Opinion on the Proposals Related to the
5th
Meeting of theCompany’s
7th
Session Board of Directors from Independent Directors disclosed on www.cninfo.com.cn,)
4. The Proposal on Alteration and Engaging of the 2015 Annual Audit Agency was examined and approved in thecompany’s 2016 first extraordinary general shareholder meeting convened on March 30, 2016, agreed the alteration and engaging the BDO China Shu Lun Pan Certified Public Accountants LLP as thecompany’s 2015 annual audit agency.
Description of the CPAs, financial adiver or sponsor engaged for intemal control auditing
√Applicable□Not applicable
In the current year, the company engaged BDO China Shu Lun Pan Certified Public Accountants LLP as the internal control audit accounting firm, during the period, the company totally pays RMB 1million for the internal control audit expenses.
In the year, due to the item of the major asset restructuring, the company engaged Huatai Securities Co., Ltd as the financial adviser, during the period, a total of RMB15 million was paid for financial advisory fees and
underwriting fees.
X.Situation of Facing Listing Suspension and Listing Termination after the Disclosure of the Yearly Report□Applicable√ Not applicable
XI.Bankruptcy reorganization
□Applicable√ Not applicable
No bankruptcy reorganization for the Company in reporting period.
XII.Significant lawsuits and arbitrations of the Company
□Applicable√ Not applicable
No significant lawsuits and arbitrations occourred in the reporting period.
XIII.Situation of Punishment and Rectification
□Applicable√ Not applicable
No penalty and rectification for the Company in reporting period.
XIV.Credit Condition of the Company and its Controlling Shareholders and Actual Controllers
√Applicable□ Not applicable
During reporting period, there was no effective judgment of a court and large amount of debt maturity that the company, its controlling shareholders and actual controller failed to perform or pay off.
Sino Great Wall Co., Ltd. 2015 Annual Report XV.Implementation Situation of Stock Incentive Plan of the Company, Employee Stock Ownership Plan or Other Employee Incentive Measures
√Applicable□ Not applicable
The second meeting of the seventh board of directors, the second meeting of the seventh board of supervisors and the 2015 third extraordinary general shareholder meeting were respectively convened by the company on Nov 5, 2015 and Nov 23, 205, at which the Proposal on the First Phase of Employee Stock Ownership Plan (draft) of Shenzhen Victor Onward Textile Industrial Co., Ltd was examined and approved.
Please refer to the published on November 7, 2015, the securities times, the Hong Kong Commercial Daily and cninfo (www.cninfo.com.cn) on the relevant announcement.
On December 24, 2015, the company as the asset trustor of the ESOP asset management plan, together with the asset manager- Xingzheng Securities Asset Management Co.,Ltd and the asset trustee- China Everbright Bank Co.,Ltd signed the contract of No.57 Xing Zheng Zi Guan Xin Zhong Assets Management Contract of the Collection Assets Management Plan which concretely explained and stipulated the information included the basic information of the collection plan, participating in and withdrawal of the collection plan, guarantee, classification of the collection plan, the management methods and the management rights of the customer assets in the collection plan, the establishment of the collection plan, the expenses of the collection plan, the proceeds and its distribution of the collection plan, investment philosophy and investment strategy, investment decision-making and risk control, restrictions and prohibited behaviors of investment, information disclosure of the collection plan, transfer of the share of the collection plan, non-transaction transfer ownership and freezing and so on.
Please refer to the published on December 29, 2015, the securities times, the Hong Kong Commercial Daily and cninfo (www.cninfo.com.cn) on the relevant announcement.
As of January 7, 2016, thecompany’s first phase of the employee stock ownership plan has completed the share-purchasing by means of buying in the secondary security market, of which the average position price is RMB44.7578 per share, the total purchase quantity is 833,187 shares which account for0.1864% of the company's total share capital, and the total turnover is RMB37,291,630. The lock-up period of the shares purchased under the plan is 12 months commenced from the date of this announcement.
Please refer to the published on January 8, 2016, the securities times, the Hong Kong Commercial Daily and cninfo (www.cninfo.com.cn) on the relevant announcement.
XVI.Material related transactions
1. Related transactions in connection with daily operation
√Applicable□ Not applicable
|||||||||||||||
|-|-|-|-|-|-|-|-|-|-|-|-|-|-|
||||||||||Whethe|||||
|||||||||Trading||||||
||||||||||r over|||||
|||||Principl||||limit||||||
||||Subjects|e of|||||the||Market||Index|
|||||||Amount||approve|||price of||of|
||||of the|pricing|||Ratio in|||Way of||Date of||
|Related|Relation|Type of|||Price of|of trade|||approve||similar||informa|
||||related|the|||similar|||paymen||disclosu||
|parties|ship|trade|||trade|RMB0’||d|||trade||tion|
||||transacti|related|||trades|||t||re||
|||||||000|||d||availabl||disclos|
||||ons|transacti||||||||||
|||||||||（RMB|||e||ure|
|||||ons|||||limited|||||
|||||||||’0000）||||||
||||||||||or not|||||

Sino Great Wall Co., Ltd. 2015 Annual Report
|||||||||||||||
|-|-|-|-|-|-|-|-|-|-|-|-|-|-|
||||||||||(Y/N)|||||
||The|||||||||||||
||compan|||||||||||||
||y where|||||||||||||
||the|||||||||||||
|Qinghai||Procure||||||||Quarterl||||
||Compan|||||||||||||
|Heyi||ment of|Material|Market|Market|||||y|Market|||
||y’s|||||4,636.5|3.11%||No|||||
|Trade||goods/s|Goods|price|price|||||settleme|price|||
||director|||||||||||||
|Co., Ltd.||ervices||||||||nt||||
||holds|||||||||||||
||the post|||||||||||||
||of legal|||||||||||||
||person|||||||||||||
||The|||||||||||||
||compan|||||||||||||
||y where|||||||||||||
||the|||||||||||||
|Qianghai||Procure||||||||Quarterl||||
||Compan|||||||||||||
|Heyi||ment of|Consulta|Market|Market|||||y|Market|||
||y’s|||||1,187|55.42%||No|||||
|Mining||goods/s|nt fee|price|price|||||settleme|price|||
||director|||||||||||||
|Co., Ltd.||ervices||||||||nt||||
||holds|||||||||||||
||the post|||||||||||||
||of legal|||||||||||||
||person|||||||||||||
||5% or|||||||||||||
|Jiuxin|more|||||||||||||
|Investme|sharehol|||||||||||||
|||Sale of||||||||Settlem||||
|nt|ders are||Decorati|Market|Market||||||Market|||
|||goods /||||5,800|1.45%||No|ent by||||
|Managem|subject||on items|price|price||||||price|||
|||services||||||||contract||||
|ent Co.,|to the|||||||||||||
|Ltd.|same|||||||||||||
||control|||||||||||||
||5% or|||||||||||||
||more|||||||||||||
|Beijing||||||||||||||
||sharehol|||||||||||||
|Baolilai||Sale of||||||||Settlem||||
||ders are||Decorati|Market|Market||||||Market|||
|Technolo||goods /||||800|0.20%||No|ent by||||
||subject||on items|price|price||||||price|||
|gy Co.,||services||||||||contract||||
||to the|||||||||||||
|Ltd.||||||||||||||
||same|||||||||||||
||control|||||||||||||
|||||||12,423.||||||||
|Total||||--|--||--|0|--|--|--|--|--|
|||||||5||||||||
|Details of any sales return of a large||||No||||||||||

Sino Great Wall Co., Ltd. 2015 Annual Report
|||
|-|-|
|amount||
|Give the actual situation in the report||
|period where a forecast had been||
|made for the total amounts of routine|No|
|related-party transactions by type to||
|occur in the current period(if any)||
|Reason for any significant difference||
|between the transaction price and the|Not applicable|
|market refernce price (if applicable)||

2. Related-party transactions arising from asset acquisition or sold
□Applicable√ Not applicable
No related transactions by assets acquisition and sold for the Company in reporting period.
3. Related-party transitions with joint investments
□Applicable√ Not applicable
No main related transactions of joint investment outside for the Company in reporting period.
4. Credits and liabilities with related parties
√Applicable□Not applicable
Was there any non-operating credit or liability with any related party?
√Applicable□Not applicable
Creditor's rights of related parties
|||||||||||
|-|-|-|-|-|-|-|-|-|-|
||||||Amount|||||
||||Whether||newly|Amount||Interest in||
||||||||||Ending|
||||there is non|Opening|increased in|repaid in the||the||
|Related|Relationshi|Causes of|||||||balance|
||||operating|balance(RM|the|reporting|Interest rate|reporting||
|parties|p|formation|||||||(RMB’0000|
||||funds|B’0000)|reporting|period(RM||period(RM||
||||||||||)|
||||occupied||period(RM|B’0000)||B’0000)||
||||||B’0000)|||||
|Indluence of the related||||||||||
|Creditor's rights upon||||||||||
|the company’s operation||Not applicable||||||||
|results and financial||||||||||
|position.||||||||||

Due to related parties
Sino Great Wall Co., Ltd. 2015 Annual Report
||||||||||
|-|-|-|-|-|-|-|-|-|
||||||Amount||||
|||||Amount|||||
||||||repaid in||||
|||||newly|||||
||||Opening||the||Interest in the||
|||||increased|||||
|Related|Relation|Causes of|balance(||reportin||reporting|Ending balance|
|||||in the||Interest rate|||
|parties|ship|formation|RMB’00||g||period(RMB’00|(RMB’0000)|
|||||reporting|||||
||||00)||period(R||00)||
|||||period(R|||||
||||||MB’000||||
|||||MB’0000)|||||
||||||0)||||
||Controll||||||||
||ing||||||||
|Chen Lue|||0|78,018.76|39,990|||38,028.76|
||sharehol||||||||
||der||||||||
|Xian Zhi|||||||||
||??||0|17,500|17,500|||0|
|Juan|||||||||
||The||||||||
||compan||||||||
||y where||||||||
|Qinghai|the||||||||
||Compan||||||||
|Heyi|||||||||
||y’s||0|7,000|7,000|||0|
|Trade|||||||||
||director||||||||
|Co., Ltd.|||||||||
||holds||||||||
||the post||||||||
||of legal||||||||
||person||||||||
|Indluence of the|||||||||
|related rights of|||||||||
|credit and|||||||||
|liabilities upon the||The Company’s controlling shareholder and the related party’s financial support of the Company|||||||
|company’s||benefits the Company’s operation and future development|||||||
|operation results|||||||||
|and financial|||||||||
|position.|||||||||

5. Other significant related-party transactions
□Applicable√ Not applicable
No other material related transactions.
Sino Great Wall Co., Ltd. 2015 Annual Report XVII.Particulars about significant contracts and their fulfillment
1. Particulars about trusteeship, contract and lease
(1) Trusteeship
□Applicable√ Not applicable
No trusteeship, contract or leasing for the Company in reporting period.
(2) Contract
□ Applicable√ Not applicable
No any contract for the Company in the reporting period.
(3) Lease
□Applicable√ Not applicable
No any lease for the Company in the reporting period..
2.Guarantees
□Applicable√ Not applicable
No any guarantees for the Company in the reporting period..
3.Situation of Entrusting Others for Managing Spot Asset
(1)Situation of Entrusted Finance
□ Applicable√ Not applicable
No any Entrusted Finance for the Company in the reporting period..
（2）Situation of Entrusted Loans
□ Applicable√ Not applicable
No any Entrusted loans for the Company in the reporting period..
4. Other significant contract
□ Applicable√ Not applicable
XVIII.Explanation about other significant matters
□ Applicable√ Not applicable
Sino Great Wall Co., Ltd. 2015 Annual Report No any Explanation about other significant matters
XIX.Major issues of subsidiary
□ Applicable√ Not applicable
XX.Social responsibility
□ Applicable√ Not applicable
XXI.Information about the corporate bonds
Whether the listed company failed to honor the corporate bonds public issued and listed on the Stock Exchange in due or undue at the approval date of the annual report
No
Sino Great Wall Co., Ltd. 2015 Annual Report VI. Change of share capital and shareholding of Principal
Shareholders
Ⅰ.Changes in share capital
1. Changes in share capital
In shares
||||||||||||||||||||||||||
|-|-|-|-|-|-|-|-|-|-|-|-|-|-|-|-|-|-|-|-|-|-|-|-|-|
||Before the change||||||Increase/decrease（+，-）||||||||||||After the Change||||||
||Amount|||Proportio|||||||Capitaliza||||||||||||||
|||||n|||Share|||Bonus|tion of|||||||||||Proportio|||
||||||||||||common|Other|||Subtotal||||Quantity||||||
||||||||allotment|||shares||||||||||||n|||
||||||||||||reserve||||||||||||||
||||||||||||fund||||||||||||||
|1.Shares with conditional|||||||277,764,2||||||||277,880,6||||277,880,6||||||
|||||||||||||116,400|116,400|||||||||100.00%|100.00%||
|subscription|||||||26|26|||||||26||26||26|26|||||
||||||||277,764,2||||||||277,880,6||||277,880,6||||||
|3.Other domestic shares||||||||||||116,400|116,400|||||||||62.18%||62.18%|
||||||||26|26|||||||26||26||26|26|||||
|Including ：Domestic Legal|||||||99,888,34||||||||99,888,34||||99,888,34||||||
|||||||||||||||||||||||22.35%||22.35%|
|person shares|||||||8||8||||||8|||8|8||8||||
|Domestic natural person|||||||177,875,8||||||||177,992,2||||177,992,2||||||
|||||||||||||116,400|116,400|||||||||39.83%||39.83%|
|shares|||||||78|78|||||||78||78||78|78|||||
|II.Shares with unconditional|||||||||||||||||||||||||
||169,142,3||||||||||||||||||169,025,9||||||
|||||100.00%|100.00%||0||0|||-116,400|116,400||-116,400|-116,400||||||37.82%||37.82%|
|subscription|56|56|||||||||||||||||56|56|||||
||99,720,45||||||||||||||||||99,604,05||||||
|1.Common shares in RMB||||58.96%||58.96%||||||-116,400|116,400||-116,400|-116,400||||||22.29%||22.29%|
||3||3||||||||||||||||3||3||||
|2.Foreign shares in domestic|69,421,90||||||||||||||||||69,421,90||||||
|||||41.04%||41.04%||||||||||||||||15.53%||15.53%|
|market|3||3||||||||||||||||3||3||||
||169,142,3||||||277,764,2||||||||277,764,2||||446,906,5||||||
|III. Total of capital shares||||100.00%|100.00%|||||||0||0||||||||100.00%|100.00%||
||56|56|||||26|26|||||||26||26||82|82|||||

Reasons for share changed
√ Applicable□Not applicable
In 2015, the company completed the major asset restructuring and the issue of shares to objects such as Chen Lue to
purchase assets and raise matching funds, and thecompany’s share capital changed.
Approval of Change of Shares
Sino Great Wall Co., Ltd. 2015 Annual Report√ Applicable□Not applicable
On July 23, 2015, the CSRC issued the Reply of the Major Asset Restructuring and the Issue of Shares to Objects such as Chen Lue to Purchase Assets and Raise Matching Funds by Shenzhen Victor Onward Textile Industrial Co., Ltd-the 2015-No.1774 Zheng Jian Xu Ke document which approved the issuer to issue shares to 17 shareholders of Sino Great Wall Company such as Chen Lue for purchasing assets and approved the issuer non-publicly issue no more than 25,914,633 new shares to raise the matching funds; the Reply is effective in 12 months commenced from its issuing date.
Ownership transfer of share changes
√ Applicable□Not applicable
On October 14, 2015, the company completed the share-issuing of a total of 251,849,593 shares issued to 17 transaction objects such as Chen Lue for purchasing related assets, of which the issuing price is RMB 9.84 per share. After the completion of the assets swap, the company's share capital changed to 420,991,949 shares. On November 27, 2015, the company completed the non-public share-issuing to purchase the assets and raise matching funds. The quantity of the non-public share-issuing for raising matching funds is 25,914,633 shares and the issue price is RMB9.84 per share. After the completion of the non-public share-issuing, the company's share capital changed to 446,906,582 shares.
Influence on the basic EPS and diluted EPS as well as other financial indexes of net assets per share attributable to common shareholders of Company in latest year and period
√ Applicable□Not applicable
The company completed the major assets restructuring in 2015, thus thecompany’s share capital changed to 446,906,582 shares from 169,142,356 shares. Due to the good quality of the assets swapped in, thecompany’s earnings per share and the net assets per share in the recent year and the period were significantly increased.
Other information necessary to disclose for the company or need to disclosed under requirement from security regulators
□ Applicable√ Not applicable
2. Change of shares with limited sales condition
□Applicable√Not applicable
√ Applicable□Not applicable
In shares
||||||||||
|-|-|-|-|-|-|-|-|-|
||||Number of||||||
|||Number of|||Restricted Shares|||Date of|
||Initial Restricted||Increased||||Reason for||
|Shareholder Name||Unrestricted|||in the End of the|||Restriction|
||Shares||Restricted Shares||||Restricted Shares||
|||Shares This Term|||Term|||Removal|
||||This Term||||||
||||||||The major asset||
||||||||restructuring and||
|Chen Lue|||138,248,490|138,248,490|138,248,490|138,248,490|the issue of|October 14,2018|
||||||||shares to||
||||||||purchase assets||

Sino Great Wall Co., Ltd. 2015 Annual Report
||||||||||
|-|-|-|-|-|-|-|-|-|
||||||||and raise||
||||||||matching funds||
||||||||The major asset||
||||||||restructuring and||
||||||||the issue of||
|||||||||November|
|Chen Lue|||14,735,772|14,735,772|14,735,772|14,735,772|shares to||
|||||||||27,2018|
||||||||purchase assets||
||||||||and raise||
||||||||matching funds||
||||||||The major asset||
||||||||restructuring and||
|Shanghai|||||||||
||||||||the issue of||
|Financial|||||||||
|Development|0||20,079,080||20,079,080||shares to|October 14,2016|
|Investment|||||||purchase assets||
|Fund(LP)|||||||||
||||||||and raise||
||||||||matching funds||
||||||||The major asset||
||||||||restructuring and||
||||||||the issue of||
|He Feiyan|0|0|14,421,173|14,421,173|14,421,173|14,421,173|shares to|October 14,2018|
||||||||purchase assets||
||||||||and raise||
||||||||matching funds||
||||||||The major asset||
|Jiutai Fund－Bank|||||||||
||||||||restructuring and||
|of|||||||||
||||||||the issue of||
|Communications|||||||||
|||||||||November|
|－Jiutai Huitong|0||11,178,861||11,178,861||shares to||
|||||||||27,2016|
|No.2 specific|||||||purchase assets||
|customer asset|||||||||
||||||||and raise||
|management plan|||||||||
||||||||matching funds||
||||||||The major asset||
|Wuxi Hengtai|||||||||
||||||||restructuring and||
|Jiuding Assets|||||||||
||0|0|10,087,004|10,087,004|10,087,004|10,087,004||October 14,2016|
|Management|||||||the issue of||
|Centre（LP）|||||||||
||||||||shares to||

Sino Great Wall Co., Ltd. 2015 Annual Report
||||||||||||
|-|-|-|-|-|-|-|-|-|-|-|
||||||||||purchase assets||
||||||||||and raise||
||||||||||matching funds||
||||||||||The major asset||
||||||||||restructuring and||
|Foshan Haihui|||||||||||
||||||||||the issue of||
|Heying Venture|||||||||||
||0|0|10,039,540|10,039,540||10,039,540|10,039,540||shares to|October 14,2016|
|Investment|||||||||||
||||||||||purchase assets||
|Partnership（LP）|||||||||||
||||||||||and raise||
||||||||||matching funds||
||||||||||The major asset||
||||||||||restructuring and||
|Jiangxi Taihao|||||||||||
||||||||||the issue of||
|Venture|||||||||||
||0|0|8,366,284||8,366,284|8,366,284||8,366,284|shares to|October 14,2016|
|Investment|||||||||||
||||||||||purchase assets||
|Centre(LP）|||||||||||
||||||||||and raise||
||||||||||matching funds||
||||||||||The major asset||
||||||||||restructuring and||
|Yantai|||||||||||
||||||||||the issue of||
|ZhaoxuanYuantai|||||||||||
|Jiuding Venture|0||8,353,354|||8,353,354|||shares to|October 14,2016|
|Investment|||||||||purchase assets||
|Centre(LP)|||||||||||
||||||||||and raise||
||||||||||matching funds||
||||||||||The major asset||
||||||||||restructuring and||
|Suzhou Tianyao|||||||||||
||||||||||the issue of||
|Zhongshan Jiuding|||||||||||
||0|0|7,551,634||7,551,634|7,551,634||7,551,634|shares to|October 14,2016|
|Investment|||||||||||
||||||||||purchase assets||
|Centre(LP)|||||||||||
||||||||||and raise||
||||||||||matching funds||
||||||||||The major asset||
|Jiaxing Jiahe|||||||||||
|Jiuding Investment|0||7,499,912|||7,499,912|||restructuring and|October 14,2016|
|Centre(LP)|||||||||the issue of||

Sino Great Wall Co., Ltd. 2015 Annual Report
||||||||||
|-|-|-|-|-|-|-|-|-|
||||||||shares to||
||||||||purchase assets||
||||||||and raise||
||||||||matching funds||
||||||||The major asset||
||||||||restructuring and||
|Beijing Xinhe|||||||||
||||||||the issue of||
|Taida Investment|||||||||
||0|0|6,693,140|6,693,140|6,693,140|6,693,140|shares to|October 14,2016|
|Management|||||||||
||||||||purchase assets||
|Centre(LP)|||||||||
||||||||and raise||
||||||||matching funds||
||||||||The major asset||
||||||||restructuring and||
||||||||the issue of||
|Wu Chenxi|0|0|5,019,770|5,019,770|5,019,770|5,019,770|shares to|October 14,2016|
||||||||purchase assets||
||||||||and raise||
||||||||matching funds||
||||||||The major asset||
||||||||restructuring and||
|Beijing Longbai|||||||||
||||||||the issue of||
|Huirun Investment|||||||||
||0|0|5,019,770|5,019,770|5,019,770|5,019,770|shares to|October 14,2016|
|Management|||||||||
||||||||purchase assets||
|Centre(GP)|||||||||
||||||||and raise||
||||||||matching funds||
||||||||The major asset||
||||||||restructuring and||
||||||||the issue of||
|Zhu Lijun|0|0|3,346,514|3,346,514|3,346,514|3,346,514|shares to|October 14,2016|
||||||||purchase assets||
||||||||and raise||
||||||||matching funds||
|Shenzhen|||||||||
||||||||The major asset||
|Septwolves|0|0|3,346,514|3,346,514|3,346,514|3,346,514||October 14,2016|
||||||||restructuring and||
|Shenglian Equity|||||||||

Sino Great Wall Co., Ltd. 2015 Annual Report
||||||||||||||||
|-|-|-|-|-|-|-|-|-|-|-|-|-|-|-|
|Investment Fund|||||||||||||the issue of||
|Co., Ltd.|||||||||||||||
||||||||||||||shares to||
||||||||||||||purchase assets||
||||||||||||||and raise||
||||||||||||||matching funds||
||||||||||||||The major asset||
||||||||||||||restructuring and||
||||||||||||||the issue of||
|Feng Renyi|0|0|||1,673,255||1,673,255||1,673,255||1,673,255||shares to|October 14,2016|
||||||||||||||purchase assets||
||||||||||||||and raise||
||||||||||||||matching funds||
||||||||||||||The major asset||
||||||||||||||restructuring and||
|Shenzhen Jiayuan|||||||||||||||
||||||||||||||the issue of||
|Qihang Venture|||||||||||||||
||0|0|||1,673,255||1,673,255||1,673,255||1,673,255||shares to|October 14,2016|
|Investment|||||||||||||||
||||||||||||||purchase assets||
|Company(LP)|||||||||||||||
||||||||||||||and raise||
||||||||||||||matching funds||
||||||||||||||The major asset||
||||||||||||||restructuring and||
||||||||||||||the issue of||
|He Sen|0|0|||430,904|||430,904|430,904|||430,904|shares to|October 14,2016|
||||||||||||||purchase assets||
||||||||||||||and raise||
||||||||||||||matching funds||
|Total|0|0|0|0|277,764,226|277,764,226|||277,764,226|277,764,226|||--|--|

 II.Issuing and listing
1.Explanation of the Situation of the Security Issue(No Preferred Shares) in the Report Period
√ Applicable□ Not applicable
||||||||
|-|-|-|-|-|-|-|
|Description of||Issuing price(Or|||Quantity|Expiration date of|
||Issuing date||Issuing quantity|Listing date|||
|stock and its||interest rate)|||approved for|transaction|

Sino Great Wall Co., Ltd. 2015 Annual Report
||||||
|-|-|-|-|-|
|Derivative||||listing|
|securities|||||
|Stocks|||||
|Restricted|||||
||9.84Yuan/share|251,849,593|October 14,2015|251,849,593|
|circulating share|||||
|Restricted|||November||
||9.84/Yuan/share|25,914,633||25,914,633|
|circulating share|||27,2015||
|Convertible Corporate Bonds, Detachable Convertible Bond and Corporate Bonds|||||
|Other derivative securities|||||

Notes
On July 23, 2015, the CSRC issued the Reply of the Major Asset Restructuring and the Issue of Shares to Objects such as Chen Lue to Purchase Assets and Raise Matching Funds by Shenzhen Victor Onward Textile Industrial Co., Ltd-the 2015-No.1774 Zheng Jian Xu Ke document which approved the issuer to issue shares to 17 shareholders of Sino Great Wall Company such as Chen Lue for purchasing assets and approved the issuer non-publicly issue no more than 25,914,633 new shares to raise the matching funds; the Reply is effective in 12 months commenced from its issuing date.
According to Acceptance Confirmation of Share Registration Application and Register of Securities Holders (the consolidated register of the registered and shareholders shall received in their account) issued by China Securities Depository and Clearing Co., Ltd Shenzhen Branch on September 24, 2015, thecompany’s application documents of the new share registration of the non-public share-issuing have been in the process of acceptance and the underlying shares will listed in the Register of shareholders of the listed company after registration to account. The quantity of the new shares of the non-public share-issuing by the listed company is 251,849,593 shares (all are condition-limited for sales). After the completion of the non-public share-issuing, the total share capital of the listed company is 420,991,949 shares.
According to Acceptance Confirmation of Share Registration Application and Register of Securities Holders (the consolidated register of the registered and shareholders shall received in their account) issued by China Securities Depository and Clearing Co., Ltd Shenzhen Branch on November9, 2015, thecompany’s application documents of the new share registration of the non-public share-issuing have been in the process of acceptance and the underlying shares will listed in the Register of shareholders of the listed company after registration to account. The quantity of the new shares of the non-public share-issuing by the listed company is 25,914,633 shares (all are condition-limited for sales). After the completion of the non-public share-issuing, the total share capital of the listed company is 446,906,582 shares.
2.Change of asset and liability structure caused by change of total capital shares and structure
√ Applicable□ Not applicable
Before October 14, 2015, the share capital of the company was 169,142,356 shares, of which Union Holdings held 43,141,032 shares, taking for25.51% of thecompany’s share capital, thus Union Holdings was the largest shareholder and the controlling shareholder. Union Development held 5,681,089 shares, taking for3.36% of the
company’s share capital; Rich Crown Investment Co., Ltd. whose99.99% stake held by Union Development held
6,114,556 shares, taking for3.62% of thecompany’s share capital. Due to Union Development held31.32% stake
of Union Holdings, thus Union Development was the controlling shareholder of Union Holdings. Therefore, the
Sino Great Wall Co., Ltd. 2015 Annual Report equity proportion of thecompany’s share capital directly and indirectly held by Union Development was32.48%, and Union Development was thecompany’s actual controller.
On October 14, 2015, the company completed the share-issuing of a total of 251,849,593 shares issued to 17 transaction objects such as Chen Lue for purchasing related assets, of which the issuing price is RMB 9.84 pershare，of which Chen Lue subscribed 138,248,490 shares of the newly increasing shares., After the completion of the assets swap, the company's share capital changed to 420,991,949 shares.. of which Mr. Chen Lue holds 138,340,890 shares, taking for32.86% of thecompany’s total share capital, The largest shareholder of the company was changed to Mr. Chen Lue from Union Holdings and the actual controller of the company was changed to Mr. Chen Lue from Union Development, henceforth, Mr. Chen lue has become the new controlling shareholder and the actual controller of the company (Note: due to the performance of the commitment of increasing holding shares, Mr. Chen Lue increased the holding shares by 92,400 shares through bidding trading on Shenzhen Stock Exchange on July 7, 2015).
On Nov 27, 2015, the company completed the non-public share-issuing to purchase the assets and raise the matching funds. The total share quantity of the non-public share-issuing for raising funds is 25,914,633 shares, with issuing price of RMB 9.84 per share, of which Chen Lue subscribed 14,735,772 shares of the newly increasing shares. After completing the non-public share-issuing, thecompany’s total share capital shall be changed to 446,906,582 shares, of which Mr. Chen Lue holds 153,076,662 shares, taking for34.25% of thecompany’s total share capital, remained as thecompany’s actual controlling shareholder and the actual controller. 3.About the existingemployees’ shares
□Applicable√Not applicable
III.Shareholders and actual controlling shareholder
1. Number of shareholders and shareholding
In Share
||||||||||||||||
|-|-|-|-|-|-|-|-|-|-|-|-|-|-|-|
||||||||The total number o|||||Total|||
|Total number|||Total||||||||||||
||||||||f preferred shareho|||||preferred shareh|||
|of common|||shareholders at||||||||||||
||||||||lders voting rights|||||olders at the end|||
|shareholders at|||the end of the||||||||||||
||15,008||||26,580||restored at period-e|||0||of the month||0|
|the end of the|||month from the||||||||||||
||||||||nd|||||from the date of|||
|reporting|||date of disclosing||||||||||||
||||||||(if any)(See|||||disclosing the|||
|period|||the annual report||||||||||||
||||||||Notes 8)|||||annual report|||
|Shareholding of shareholders holding more than 5% shares|||||||||||||||
||||||Number|||Amount|Amount||Number of share pledged/frozen||||
|||||Proportio||Changes|||||||||
||||||of shares|||of|of||||||
|||Nuture of||n of||in|||||||||
|Shareholders|||||held at|||restricted|un-restrict||||||
|||shareholder||shares||reporting|||||State of share||Amount||
||||||period|||shares|ed shares||||||
|||||held（%）||period|||||||||
||||||-end|||held|held||||||

Sino Great Wall Co., Ltd. 2015 Annual Report
|||||||||
|-|-|-|-|-|-|-|-|
|Chen Lue|Domestic Naturalperson|34.27%|153,136,462|153,098,412|38,050|||
|||||||Mortgage|90,621,209|
|Union HoldingsCo., Ltd.|Domestic Non-State-owned legalperson|9.65%|43,141,032|0|43,141,032|||
|STYLE-SUCCESSLIMITED|Foreign legalperson|5.47%|24,466,029|0|24,466,029|||
|Shanghai FinancialDevelopmentInvestmentFund(LP)|Domestic Non-State-owned legalperson|4.49%|20,079,080|20,079,080|0|||
|He Feiyan|Domestic Naturalperson|3.23%|14,421,173|14,421,173|0|||
|Jiutai Fund－BankofCommunications－Jiutai HuitongNo.2 specificcustomer assetmanagement plan|Other|2.50%|11,178,861|11,178,861|0|||
|Wuxi HengtaiJiuding AssetsManagementCentre（LP）|Domestic Non-State-owned legalperson|2.26%|10,087,004|10,087,004|0|||
|Foshan HaihuiHeying VentureImvestmentPartnership(Limited Partnership)|Domestic Non-State-owned legalperson|2.25%|10,039,540|10,039,540|0|||
|Jiangxi TaihaoVenture InvestmentCentre(LP）|Domestic Non-State-owned legalperson|1.87%|8,366,284|8,366,284|0|||
|YantaiZhaoxuanYuantaiJiuding VentureInvestmentCentre(LP)|Domestic Non-State-owned legalperson|1.87%|8,353,354|8,353,354|0|||
|Strategy investors or general legal||On July 23, 2015, the CSRC issued the Reply of the Major Asset Restructuring and the||||||
|person becomes top 10 shareholders||Issue of Shares to Objects such as Chen Lue to Purchase Assets and Raise Matching Funds||||||
|due to rights issued (if applicable)See||by Shenzhen Victor Onward Textile Industrial Co., Ltd-the 2015-No.1774 Zheng Jian Xu||||||
|Notes 3）||Ke document which approved the issuer to issue shares to 17 shareholders of Sino Great||||||

Sino Great Wall Co., Ltd. 2015 Annual Report
|||||
|-|-|-|-|
||Wall Company such as Chen Lue for purchasing assets. After the completion of the|||
||non-public share issuing, the above-said shareholders-Chen Lue, Shanghai Financial|||
||Development Investment Funds (Limited Partnership), He Fei Yan, Jiutai Asset|||
||Management- Bank of Communications- No.2 Jiutai Huitong Directional Issued Special|||
||Clients Asset Management Plan, Wuxi Hengtai Jiuding Asset Management Center (limited|||
||partnership), Foshan Haihui Double-win Venture Investment Partnership (limited|||
||partnership), Jiangxi Taihao Venture Investment Center (Limited partnership), Yantai|||
||Zhaoxuan Yuantai Jiuding Venture Investment Center (limited partnership) have become|||
||the company's top 10 shareholders.|||
||The largest shareholder of Mr. Chen Lue and the fifth largest shareholder of|||
|Explanation on associated relationship||||
||Ms. He Feiyan aforesaid are persons acting in concern, whether the other|||
|among the aforesaid shareholders||||
||shareholders have associated relations are unknown.|||
|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|
|Union Holdings Co., Ltd.|43,141,032|RMB Common||
||||43,141,032|
|||shares||
|STYLE-SUCCESS LIMITED|24,466,029|Foreign shares||
|||placed in||
||||24,466,029|
|||domestic||
|||exchange||
|Rich Crown Investment Co., Ltd.|6,114,556|Foreign shares||
|||placed in||
||||6,114,556|
|||domestic||
|||exchange||
|Union Development Group Co., Ltd.|5,681,089|RMB Common||
||||5,681,089|
|||shares||
|Liuzhou Jiali Real estateDevelopment Co., ltd.|3,600,000|RMB Common||
||||3,600,000|
|||shares||
|Agricultural Bank of China－Changxin Domestic demand growthSecurities Investment Fund|2,276,042|||
|||RMB Common||
||||2,276,042|
|||shares||
|Zeng Ying|1,750,000|Foreign shares||
|||placed in||
||||1,750,000|
|||domestic||
|||exchange||
|ICBC－South Innovation EconomyMixed securities Investment fund|1,738,302|RMB Common||
||||1,738,302|
|||shares||
|National social security fund 114|1,697,784|RMB Common||
||||1,697,784|
|||shares||

Sino Great Wall Co., Ltd. 2015 Annual Report
|||||
|-|-|-|-|
|ICBC－Fuguo research select flexibleconfiguration mixed SecuritiesInvestment Fund|1,691,235|||
|||RMB Common||
||||1,691,235|
|||shares||
|Explanation on associated relationship||||
|or consistent action among the top 10||||
|shareholders of non-restricted|The controlling shareholder of the above-mentioned largest shareholder Shenzhen Union|||
|negotiable shares and that between the|Holdings Ltd. and third shareholder Rich Crown Investment Co., Ltd.. Is Union|||
|top 10 shareholders of non-restricted|Development Group Ltd.|||
|negotiable shares and top 10||||
|shareholders||||
||Among the shareholders above, Liuzhou Jiali Real estate Development Co., ltd. holds|||
|Notes to the shareholders involved in||||
||3,600,000 shares of the Company through stock account with credit transaction and|||
|financing securities (if any)(See Notes||||
||guarantee of Guohai Securities Co., Ltd.|||
|4)||||

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.Controlling shareholder
Nature of Controlling Shareholders: Natural Person Holding
Type of Controlling Shareholders: Natural Person
||||
|-|-|-|
|||Whether to obtain the right of abode in other countries|
|Name|Nationality||
|||or regions|
|Chen Lue|China|No|
|Main occoupations and duties|Chairman and General Manager of the Company||
|Situation of domestic and abroad holding|||
||None||
|listed companies in the reporting period.|||

Change of the actual controller in the reporting period
√ Applicable□Not applicable
|||
|-|-|
|Name of the new controlling shareholder|Chen Lue|
|Date of change|October 14,2015|
||The Listing Announcement and Alteration Report on Newly|
||Increasing Shares of Shenzhen Victor Onward Textile Industrial|
|Specify website query index||
||Co., Ltd issued on Cninf, Securities Times and Hong Kong|
||Commercial Daily.|
|Specify website disclosure date|October 13,2015|

Sino Great Wall Co., Ltd. 2015 Annual Report3．Information about the controlling shareholder of the Company
Actual controllernature：Domestic naturaol person
Actual controllertype：Natural person
||||
|-|-|-|
|||Whether to obtain the right of abode in other countries or|
|Name|Nationality||
|||regions|
|Chen Lue|China|No|
|Main occoupations and duties|Chairman and General Manager of the Company||
|Situation of domestic and abroad holding|||
||None||
|listed companies in the part 10 years|||

Change of the actual controller in the reporting period
√ Applicable□Not applicable
|||
|-|-|
|Name of the new actual controller|Chen Lue|
|Date of change|October 14,2015|
||The Listing Announcement and Alteration Report on Newly|
||Increasing Shares of Shenzhen Victor Onward Textile Industrial|
|Specify website query index||
||Co., Ltd issued on Cninf, Securities Times and Hong Kong|
||Commercial Daily.|
|Specify website disclosure date|October 13,2015|

Block Diagram of the ownership and control relations between the company and the actual controller
The actual controller controls the company by means of trust or managing the assets in other way
□Applicable√Not applicable
Sino Great Wall Co., Ltd. 2015 Annual Report 4.Other corporate shareholder holding over10% of theCompany’s shares
□Applicable√Not applicable
5.Situation of Share Limitation Reduction of Controlling Shareholders, Actual Controllers, Restructuring Party and Other Commitment Subjects
√Applicable□Not applicable
No any Share Limitation Reduction of Controlling Shareholders, Actual Controllers, Restructuring Party and Other Commitment Subjects in the reporting period
Sino Great Wall Co., Ltd. 2015 Annual Report VII. Situation of the Preferred Shares
□ Applicable√ Not Applicable
The Company had no preferred shares in the reporting period
Sino Great Wall Co., Ltd. 2015 Annual Report VIII. Information about Directors, Supervisors and Senior Executives
I. Change ein shares held by directors, supervisors and senior executives
|||||||||||||
|-|-|-|-|-|-|-|-|-|-|-|-|
|||||||||Amount|Amount|||
||||||||Shares|of shares|of shares||Shares|
|||||||||||Other||
||||||Starting|Expiry|held at|increased|decreased||held at|
|||Office||||||||changes||
|Name|Positions||Sex|Age|date of|date of|the|at the|at the||the|
|||status||||||||increase/d||
||||||tenure|tenure|year-begi|reporting|reporting||year-gegi|
|||||||||||ecrease||
||||||||n(share)|period(sh|period(sh||n(share)|
|||||||||are)|are)|||
||Board|||||||||||
||chairman,||||October|October||153,136,4|||153,136,4|
|Chen Lue||In office|Male|45|||0||0|||
||General||||29,2015|28,2018||62|||62|
||Manager|||||||||||
|Hu|||||May|October||||||
||Director|In office|Male|53|||0|0|0||0|
|Yongfeng|||||12,2000|28,2018||||||
||Director,|||||||||||
||Deputy||||October|October||||||
|Li Erlong||In office|Male|40|||0|3,000|0||3,000|
||General||||29,2015|28,2018||||||
||Manager|||||||||||
||Director,|||||||||||
|Liang|Deputy||||October 29,|October||||||
|||In office|Male|46|||0|0|0||0|
|Rong|General||||2015|28,2018||||||
||Manager|||||||||||
||||||October|October||||||
|Wang Lei|Director|In office|Male|52|||0|0|0||0|
||||||29,2015|28,2018||||||
||||||October 29,|October||||||
|Ban Bin|Director|In office|Male|30|||0|0|0||0|
||||||2015|28,2018||||||
||Independ|||||||||||
|Tang|||||October|October||||||
||ent|In office|Male|50|||0|0|0||0|
|Jianxin|||||29,2015|28,2018||||||
||Director|||||||||||
||Independ|||||||||||
|Zhang|||||October 29,|October||||||
||ent|In office|Male|52|||0|0|0||0|
|Yufeng|||||2015|28,2018||||||
||Director|||||||||||
|Jiang|Independ|||||||||||
||||||October|October||||||
|Chonggua|ent|In office|Male|40|||0|0|0||0|
||||||29,2015|28,2018||||||
|ng|Director|||||||||||
|Dong|Chairman|In office|Male|66|October 29,|October|0|0|0||0|

Sino Great Wall Co., Ltd. 2015 Annual Report
||||||||||||
|-|-|-|-|-|-|-|-|-|-|-|
|Binggen|of the||||2015|28,2018|||||
||superviso||||||||||
||ry||||||||||
||committe||||||||||
||e||||||||||
|Huang|||||October|October|||||
||upervisor|In office|Male|37|||0|0|0|0|
|Shengde|||||29,2015|28,2018|||||
|Wu|||||October 29,|October|||||
||upervisor|In office|Male|35|||0|0|0|0|
|Xiaoming|||||2015|28,2018|||||
||Deputy||||||||||
|Song|||||October|October|||||
||General|In office|Female|43|||0|0|0|0|
|Chenling|||||29,2015|28,2018|||||
||Manager||||||||||
|Cui|||||October|October|||||
||CFO|In office|Female|43|||0|0|0|0|
|Hongli|||||29,2015|28,2018|||||
||Secretary||||||||||
|Yang|to the||||October 29,|October|||||
|||In office|Female|44|||0|0|0|0|
|Chunling|board of||||2015|28,2018|||||
||directors||||||||||
||Vice||||||||||
|||Office|||October|October|||||
|Ding Yue|Board||Male|57|||0|0|0|0|
|||leaving|||18,2011|29,2015|||||
||chairman||||||||||
||Vice||||||||||
|||Office|||October|October|||||
|Shu Yibo|Board||Female|43|||0|0|0|0|
|||leaving|||18,2011|29,2015|||||
||chairman||||||||||
|Zhang||Office|||October|October|||||
||Director||Female|40|||0|0|0|0|
|Mei||leaving|||18,2011|29,2015|||||
|Feng||Office|||October|October|||||
||Director||Male|53|||0|0|0|0|
|Junbin||leaving|||18,2011|29,2015|||||
||Deputy||||||||||
||General||||||||||
||Manager,||||||||||
|Zhang||Office|||October|October|||||
||Secretary||Male|53|||0|0|0|0|
|Jinliang||leaving|||18,2011|29, 2015|||||
||to the||||||||||
||board of||||||||||
||directors||||||||||
||Independ||||||||||
|Jin||Office|||October|October|||||
||ent||Male|56|||0|0|0|0|
|Ligang||leaving|||18,2011|29,2015|||||
||Director||||||||||
||Independ||||||||||
|Shen||Office|||October|October|||||
||ent||Male|58|||0|0|0|0|
|Songqim||leaving|||18,2011|29, 2015|||||
||Director||||||||||

Sino Great Wall Co., Ltd. 2015 Annual Report
||||||||||||
|-|-|-|-|-|-|-|-|-|-|-|
|Huang|Superviso|Office|||October|October|||||
||||Female|58|||0|0|0|0|
|Xiaoping|r|leaving|||18,2011|29,2015|||||
|Pan|Superviso|Office|||October|October|||||
||||Male|64|||0|0|0|0|
|Weichao|r|leaving|||18,2011|29,2015|||||
||Manager||||||||||
|Ren|||||||||||
||of|Office|||October|October|||||
|Changzhe|||Male|40|||0|0|0|0|
||Finance|leaving|||18,2011|29, 2015|||||
|ng|||||||||||
||Dept||||||||||
|||||||||153,139,4||153,139,4|
|Total|--|--|--|--|--|--|0||0||
|||||||||62||62|

 II. Change in shares held by directors, supervisors and senior executives
||||||
|-|-|-|-|-|
|Name|Positions|Types|Date|Reason|
||Vice Board|Expiration of the|||
|Ding Yue|||Octo ber 29,2015|Expiration of the term of office|
||chairman|term of office|||
||Vice Board|Expiration of the|||
|Shu Yibo|||Octo ber 29,2015|Expiration of the term of office|
||chairman|term of office|||
|||Expiration of the|||
|Zhang Mei|Director||Octo ber 29,2015|Expiration of the term of office|
|||term of office|||
|||Expiration of the|||
|Feng Junbin|Director||Octo ber 29,2015|Expiration of the term of office|
|||term of office|||
|||Expiration of the|||
|Zhang Jinliang|Director||Octo ber 29,2015|Expiration of the term of office|
|||term of office|||
||Independent|Expiration of the|||
|Jin Ligang|||Octo ber 29,2015|Expiration of the term of office|
||director|term of office|||
||Independent|Expiration of the|||
|Shen Songqin|||Octo ber 29,2015|Expiration of the term of office|
||director|term of office|||
||Independent|Expiration of the|||
|Chen Jinmei|||Octo ber 29,2015|Expiration of the term of office|
||director|term of office|||
|||Expiration of the|||
|Huang Xiaoping|Supervisor||Octo ber 29,2015|Expiration of the term of office|
|||term of office|||
|||Expiration of the|||
|Pan Weichao|Supervisor||Octo ber 29,2015|Expiration of the term of office|
|||term of office|||
||Deputy general||||
|||Expiration of the|||
|Zhang Jinliang|Manager, Board||Octo ber 29,2015|Expiration of the term of office|
|||term of office|||
||secretary||||
||Manager of|Expiration of the|||
|Ren Changzheng|||Octo ber 29,2015|Expiration of the term of office|
||Finance Dept|term of office|||

Sino Great Wall Co., Ltd. 2015 Annual Report III.Posts holding
Work Experience in the past five years of Directors, supervisors and senior Executives in Current office
(1) Director
Mr. Chen Lue, male, Chinese nationality, no overseas permanent residence, born in April 1970, currently the doctoral students of accounting specialty in Wuhan University, Senior Management MBA of Guanghua School of Management of Beijing University, Senior Management MBA of School of Economics and Management of Tsinghua University, Bachelor in major of Food Science and Nutritional Engineering of China Agricultural University, senior engineer. He had served as a technician in Zhuhai Fisheries Group Canned Food Factory, project manager in Guangdong Yuexi Construction Company, vice general manager in Guizhou Construction Engineering Group Dongguan Company, vice general manager in Shenzhen Great Wall Furniture Decoration Engineering Co., Ltd. Currently, he is the Vice Chairman of Beijing Decoration Association, Director of Informatization Committee of China Building Decoration Association, director of information technology committee, executive member of China Building Decoration Association, the first chairman of Beijing-Zhanjiang Business Association. From June 2006 to September 2014, he was the chairman of the Great Wall Construction Engineering Co. Ltd; from December 2007 to September 2014, he served as the general manager of the Great Wall Construction Engineering Co. Ltd; from May 2011 to September 2014, he served as the supervisor of Sino Great Wall Construction Engineering (Liaoning) Co., Ltd. since 2001, he has been the executive director and chairman of the board of the Sino Great Wall International Engineering Co., Ltd; since November 2007, he has been the executive director of Sino Great Wall (Beijing) Decoration Design Co., Ltd; since February 2011, he has been the supervisor of Sino Great Wall Decoration Engineering (Shenyang) Co., Ltd; since April 2014, he has been the executive director and general manager of Sino Great Wall Investment (Beijing) Co., Ltd; since September 2015, he has been the chairman and the general manager of Sino Great Wall Cubic Investment Co., Ltd; since October 2015, he has been the chairman of the board and the general manager of the company.
Mr. Hu Yongfeng, Chinese nationality, no overseas permanent residence ,male, born in July 1962, graduated from East China Textile Engineering College in 1983, bachelor, senior engineer. He served as the director of the general office of the National Textile Association. From April 2008 to October 2015, he had served as the general manager of Shenzhen Victor Onward Textile Industrial Co., Ltd; from October 2000 to October 2015, he had served as the chairman of Shenzhen Victor Onward Textile Industrial Co., Ltd; currently, he is the vice-president of Hualian Development Group Co., Ltd and the vice-chairman of Union Holdings Co., Ltd; since October 2015, he has been served as thecompany’s director.
Mr. Li Erlong, Chinese nationality, no overseas permanent residence, male, was born in September 1975, graduated from the Shandong Building Materials Engineering College, MBA of Tsinghua University. He had served as the assistant to director of the National Building Materials Quality Supervision and Inspection Center, the researcher for the China-AfricaR&D Center of Artificial Crystal. Since March 2005, he has been served as the general manager of the Sino Great Wall International Engineering Co., Ltd; since November 2007, he has been the general manager of Beijing Sino Great Wall Decoration Design Co., Ltd.; since June 2014, he has been the executive director of the Sino Heji Environmental-protection Material Co., Ltd; since September 2015, he has been the director of Sino Cubic Investment Co., Ltd; since October 2015, he has been thecompany’s director and vice general manager.
Mr. Liang Rong, Chinese nationality, no overseas permanent residence, male, born in December 1969, graduated from the specialty of civil and architectural engineering of Shantou University, senior management MBA of Nankai University, senior engineer. He had served as the assistant engineer in Zhuhai Xinzhou Real Estate Co., Ltd, material surveyor in Japan Shimizu Corporation, project manager in Shenzhen Great Wall Furniture
Sino Great Wall Co., Ltd. 2015 Annual Report Decoration Engineering Co., Ltd. Since April 2003, he has been the executive general manager of Sino Great Wall International Engineering Co., Ltd; Since June 2014, he has been the director of the Sino Great Wall International Engineering Co., Ltd; since November 2014, he has been the director of the Sino Great Wall International Engineering Co., Ltd(Macau); since October 2015, he has been thecompany’s director and vice general manager. Mr. Wang Lei, Chinese nationality, no overseas permanent residence, male, born in March 1963, senior management MBA of School of economics and management of Tsinghua University, currently pursuing the finance EMBA of PBC School of Finance, senior engineer. He had Served as the general manager of Anshan Yongxin Engineering General Contracting Company, vice president of Chinese Enterprises Investment Company, director and general manager of Henan Shunyuan Aluminum Industry Co.,Ltd, director and vice chief-economist of Henan Coal Chemical Industry Group Co., Ltd. Since April 2013, he has been the chairman of Shanghai Heyi Supply Chain Management Co., Ltd.; since October 2015, he has been thecompany’s director.
Mr. Bai Bin, Chinese nationality, no overseas permanent residence, male, born in 1985, master of law, possesses vocational qualification of lawyer and law. He had successively served as the lawyer of Beijing Jingda Law Firm, investment manager, Investment Director, general manager of the asset management department and so forth posts of Kunwu Jiuding Investment Management Co.,Ltd. Currently, he is the general manager of Jiuxin Asset Management Co.,Ltd, director of Sino High-speed Rail technology Co.,Ltd, director of Beijing UTS International Travel Service Co., Ltd, director of Sino Great Wall International Engineering Co., Ltd, director of Sichuan Dawei Science and Technology Co., Ltd and so on. Since October 2015, he has been thecompany’s director.
Mr. Tang Jianxin, male, Chinese nationality, no overseas permanent residence, born in December 1965, Doctor, Professor, doctoral supervisor, registered auditor, Certified Public Valuer. He had served as the deputy director in Hainan Spring Auditor Firm, independent director of Wuhan Zhongnan Commercial Group Co., Ltd, independent director of Wuhan Sanzhen Industry Holding Co., Ltd. Since 1995, he has been teaching at Wuhan University. Currently, he is the professor and dean of accounting department of Wuhan University. From June 2008 to June 2014, he had been served as the independent director of Wuhan Zhongnan Commercial Group Co., Ltd.; from June 2009 to July 2015, he had been served as the independent director of Wuhan Sanzhen Industry Holding Co., Ltd; since August 2010, he has been the independent director of Shenzhen Hua Pengfei Modern Logistics Co., Ltd; since November 2011, he has been the independent director of Wuhan Zhongbai Group Co., Ltd.; since May 2013, he has been the independent director of Pingdingshan Tianan Coal Industry Co., Ltd; since October 2015, he has been the independent director of the company.
Mr. Zhang Yufeng, male, Chinese nationality, no overseas permanent residence, born in November 1963, Master's degree, EMBA of PBC School of Finance of Tsinghua University. He had served as the principal staff member of the discipline inspection team stationed in Ministry of health from the Commission for Discipline Inspection of the Central Committee of the CPC, Project Manager of China Hualian Real Estate Company, project manager of the Import and Export Department of China Construction Engineering Corporation, lawyer of Great Wall Law Firm of Department of Commerce. Currently, he is the director of Beijing Great Wall Law Firm; since June 2011, he has been the independent director of NetPosa Technologies Ltd; since May 2013, he has been the independent director of Bank of Langfang; since October 2015, he has been the independent director of the company.
Mr. Jiang Chongguang, male, Chinese nationality, no overseas permanent residence, born in 1975, PhD in finance of Chinese Academy of Social Sciences, PhD in economics, graduated from Peking University, Fordham University and Chinese Academy of Social Sciences. He had served as the middle, senior management staff in Haier Group, managing director of Singapore CKSP Group. Currently, he is the researcher of the Non-governmental
Sino Great Wall Co., Ltd. 2015 Annual Report organization and Public Administration Research Center of Chinese Academy of Social Sciences, executive director of Health China Strategy Research Center; chief economist and director of Ivy capital; vice executive chairman of the China Old-age Health International Alliance; permanent financial adviser to China- Israel Exchange Association of the High-tech Committee of Israel Parliament; independent director of Singapore CKSP; expert and committee member of Hospital Management Research Institute of Tsinghua University; expert and committee member of China Social Medical Research Association of MOHRSS; since October 2015, he has been the independent director of the company.
2. Supervisors
Mr. Dong Binggen, male, born in July 1949, bachelor, senior engineer, graduated from East China Textile Engineering College in 1977. He had served as the vice president of Zhejiang Silk Industry Institute, general manager of China Garment General Corporation, chairman of China National Garment Association, and so on. Currently, he is the party secretary, chairman of the board and president of Union Development Group Co., Ltd; chairman of the board of Union Holdings Co., Ltd; since June 2002, he has been the chairman of the board of supervisors of the company.
Mr. Huang Shengde, male, born in January 1972; Hongkong Chinese; obtained the high Diploma of City University of Hongkong in architecture,bachelor（honorarydegree） of University of South Australia in Architecture, MBA (financial) of the business school of The University of Manchester; he had served in the Hopewell Slip-form Engineering Co. Ltd, China Foundation Engineering Co. Ltd, Qian Tian Construction Co., Ltd, Hongkong Xing Sheng Construction Co. Ltd, Wu Teng (Hongkong) Co. Ltd, Beijing Xingrong Real Estate Development Co., Ltd, Yoma Strategic Holdings Co.,Ltd and Intecs Vantage Capitals Ltd; he had the management and professional qualifications, including the member of 2006-Hongkong Project Management Association, the member of 2006 Chinese Engineering Cost Association, the member of 2002 Hongkong Surveyors Association, the member of 2002 Royal Institution of Chartered Surveyors, the member of 2001 Australian Institute of Quantity Surveyors Association, the member of 2001-2004 British Cost Engineers Council and the member of 2001-2004 Australian Institute of architects. Currently, he is the vice general manager of Sino Great Wall International Engineering Co., Ltd mainly in charge of overseas business cooperation and business development; since October, 2015, he has been thecompany’s supervisor.
Mr. Wu Xiaoming, male, Chinese nationality, no overseas permanent residence,born in November 1980, Bachelor in law, graduated from the law school of Guangdong Business College (now as Guangdong University of Finance& Economics) with major in law. He had served in Guangzhou Municipal Bureau of Quality and Technical Supervision Haizhu Branch ( now as Guangzhou Haizhu District Bureau of Quality and Technical Supervision); since December 2008, he has been the assistant to general manager and Legal Department Manager of Sino Great Wall International Engineering Co., Ltd; since June 2014, he has been the chairman of the board of supervisors of Sino Great Wall International Engineering Co., Ltd; since October 2015, he has been thecompany’s supervisor. 3. Senior management personnel
Please see detailed work experience of Mr. Li Erlong and Mr. Liang Rong in the column of directors.
Mrs. Song Chenling, female, Chinese nationality, no overseas permanent residence,born in July 1972, bachelor, certified public accountant in china. She had been the teacher of Minjiang University, senior manager and assistant to partner of Shenzhen Dahua Tiancheng Accounting Firm, audit department manager, Assistant to general manager of audit center, assistant to general manager of financial center and general manager of funds center of Huafu Holding Co., Ltd; director, CFO, secretary of the board of directors, assistant to president and so on of Huafu Top Dyed Melange Yarn Co., Ltd; since March 2015, she has been serving in the Sino Great Wall International Engineering Co., Ltd; since October 2015, she has been the company's vice general manager.
Sino Great Wall Co., Ltd. 2015 Annual Report Mrs. Cui Hongli, female, Chinese nationality, no overseas permanent residence, born in January 1972, graduated from Henan University of Finance and Economics, CPA. She had been served in China Luoyang Float Glass Group Co.,Ltd, Beijing Jiayou Real Estate Development Group Co.,Ltd and Yuancheng Industrial Group Co.,Ltd. Since July 2011, she has been the investment and finance department manager, CFO of Sino Great Wall International Engineering Co., Ltd; since October 2015, she has been thecompany’s CFO.
Mrs. Yang Chunling, female, Chinese nationality, no overseas permanent residence, born in February 1971, Bachelor in economics, master in industrial engineering, accountant. She had served as employee in Sinotrans Henan Zhengzhou Logistic and Trading Company, Deputy Minister of the securities department of Aeolus Tyre Co., Ltd, vice general manager and secretary of the board of directors of Henan Yuhua New Material Co., Ltd. Since September 2015, she has been the director of Sino Cubic Investment Co., Ltd; since March 2014, she has been the secretary of the board of directors of Sino Great Wall International Engineering Co., Ltd; since October 2015, she has been the secretary of the board of directors of the company.
Office taking in shareholder companies
□ Applicable√Not applicable
Offices taken in other organizations
√Applicable□Not applicable
|||||||
|-|-|-|-|-|-|
||||||Whether|
||||||receiving|
||||Office term|Office term||
|Name|Name of other units|Position|||remuneration|
||||start from|ended||
||||||from other units|
||||||or not|
||Sino Great Wall International Engineering|Board|October|||
|Chen Lue|||||Yes|
||Co., Ltd.|chairman|17,2001|||
||Beijing Sino Great Wall Decoration Design|Executive|November|||
|Chen Lue|||||No|
||Co., Ltd.|director|28,2007|||
|||Executive||||
||Sino Great Wall Investment (Beijing) Co.,|||||
|Chen Lue||director,Gene|April 22, 2014||No|
||Ltd.|||||
|||ral Manager||||
|||Board||||
||||September|||
|Chen Lue|China Sino Lifang Investment Co., Ltd.|chairman,Gen|||No|
||||14,2015|||
|||eral Manager||||
|||Vice||||
|Hu Yongfeng|Union Development Group Co., Ltd.||May 18,2012|May 17,2015|No|
|||President||||
|||Vice Board||||
|Hu Yongfeng|Union Holdings Co., Ltd.||June 21, 2013|June 20, 2016|No|
|||chairman||||
||Sino Great Wall International Engineering|General||||
|Li Erlong|||March 1,2005||Yes|
||Co., Ltd.|Manager||||
||Sino Great Wall International Engineering|||||
|Li Erlong||Director|June 1,2014||No|
||Co., Ltd.|||||

Sino Great Wall Co., Ltd. 2015 Annual Report
|||||||
|-|-|-|-|-|-|
||Beijing Sino Great Wall Decoration Design||November|||
|Li Erlong||Manager|||No|
||Co., Ltd.||28,2007|||
|||Executive|September|||
|Li Erlong|Sino Heji Environmental Material Co., Ltd.||||No|
|||director|2,2015|||
||||September|||
|Li Erlong|China Sino Lifang Investment Co., Ltd.|Director|||No|
||||14,2015|||
|||Executive||||
||Sino Great Wall International Engineering|||||
|Liang Rong||General|April 1,2003||Yes|
||Co., Ltd.|||||
|||Manger||||
||Sino Great Wall International Engineering|||||
|Liang Rong||Director|June 1,2014||No|
||Co., Ltd.|||||
||Sino Great Wall International||November|||
|Liang Rong||Director|||No|
||Engineering(Macao) Co., Ltd.||17,2014|||
|||Board|September 2,|||
|Wang Lei|Qinghai Heyi Mining Co., Ltd.||||No|
|||chairman|2008|||
|||Board||||
|Wang Lei|Qinghai Heyi Trade Co., Ltd.||May 8, 2009||No|
|||chairman||||
||Shanghai Heyi Supply chain Management|Board||||
|Wang Lei|||April 7, 2013||Yes|
||Co., Ltd.|chairman||||
|||General|September|September||
|Bai Bin|Jiuxin Assets Management Co., Ltd.||||Yes|
|||Manger|9,2015|8,2018||
|Bai Bin|Utour|Director|June 13,2014|June 12,2017|No|
|Bai Bin|Sichuan Dawei Technology Co., Ltd.|Director|May 10,2014|May 9,2017|No|
|Bai Bin|CHSR|Director|March 3,2015|May 17,2016|No|
||Sino Great Wall International Engineering|||||
|Bai Bin||Director|June 1,2014||No|
||Co., Ltd.|||||
|||Professor||||
|||ofAccountin||||
|||g||||
|||Department ,|December|||
|Tang Jianxin|Wuhan University||||Yes|
|||Economics|1,2004|||
|||and||||
|||Management||||
|||School||||
||Shenzhen Huapengfei Modern Logistics|Independent||||
|Tang Jianxin|||August 1,2010||Yes|
||Co., Ltd.|Director||||
|||Independent|November|||
|Tang Jianxin|Wuhan Zhongbai Group Co., Ltd.||||Yes|
|||Director|1,2011|||
|Tang Jianxin|Pingdingshan Tianan Coal Co., Ltd.|Independent|May 17,2013||Yes|

Sino Great Wall Co., Ltd. 2015 Annual Report
|||||||
|-|-|-|-|-|-|
|||Director||||
|Zhang Yufeng|Beijing Great Wall Law Firm|Director|||Yes|
|||Independent||||
|Zhang Yufeng|Beijing Netposa Technologies Co., Ltd.||June 1,2011||Yes|
|||Director||||
|||Independent||||
|Zhang Yufeng|Langfang Bank||May 1,2013||Yes|
|||Director||||
|||Chief||||
|Jiang||||||
||Ivy Capital|Economist，|May 1,2015||Yes|
|Chongguang||||||
|||Director||||
|Jiang|Centre of Health China Strategy Research of|Executive||||
||||May 1,2015||Yes|
|Chongguang|Chinese Academy of Social sciences|director||||
|Jiang|China Health & senior care International|Executive||||
||||May 1,2014||Yes|
|Chongguang|Alliance|vice chairman||||
|||Lifelong||||
|Jiang|High tech Committee of the Israeli|||||
|||Financial|March 1,2014||Yes|
|Chongguang|parliament to exchange association|||||
|||advisor||||
||Chinese Academy of Social Sciences, civil|||||
|Jiang||||||
||society organizations and Public|Researcher|March 1,2014||Yes|
|Chongguang||||||
||Governance Research Center|||||
|Jiang||Independent|December|||
||Singapore CKSP|||January 1,2025|Yes|
|Chongguang||Director|1,2015|||
|Jiang|Institute for Hospital Management of|Specialist|December|||
|||||December 1,2018|Yes|
|Chongguang|Tsinghua University|director|1,2015|||
|Jiang||Specialist||||
||Social Secutity Research Society of China||March 1,2016||Yes|
|Chongguang||director||||
|||Secretary of||||
|||Party||||
|||committee,||||
|Dong Binggen|Union Development Group Co., Ltd.|chairman of|May 18,2012|May 17,2015|Yes|
|||board of||||
|||directors and||||
|||President||||
|||Board||||
|Dong Binggen|Union Holdings Co., Ltd.||June 21, 2013|June 20, 2016|No|
|||chairman||||
|||Deputy||||
||Sino Great Wall International Engineering|||||
|Huang Desheng||Generaql|||Yes|
||Co., Ltd.|||||
|||Manager||||
|||Assistant||||
||Sino Great Wall International Engineering||December|||
|Wu Xiaoming||General|||Yes|
||Co., Ltd.||1,2008|||
|||Manager,||||

Sino Great Wall Co., Ltd. 2015 Annual Report
||||||
|-|-|-|-|-|
|||Manager of|||
|||Law Dept.|||
|||Chairman of|||
||Sino Great Wall International Engineering|the|||
|Wu Xiaoming|||June 1,2014|Yes|
||Co., Ltd.|supervisory|||
|||committee|||
||Sino Great Wall International Engineering||||
|Song Chenling|||March 1,2015|Yes|
||Co., Ltd.||||
||Sino Great Wall International Engineering|Board|||
|Yang Chunling|||March 1,2014|Yes|
||Co., Ltd.|secretary|||
||||September||
|Yang Chunling|China Sino Lifang Investment Co., Ltd.|Director||No|
||||1,2015||
|||Manager|||
||Sino Great Wall International Engineering||||
|Cui Hongli||ofInvestmen|July 1,2011|Yes|
||Co., Ltd.||||
|||t Dept, CFO|||
||Except the concurrently hold posts in the above-mentioned information, the company’s directors, supervisors,||||
||senior management staff do not hold other posts or concurrently hold other posts in any other companies.||||
||The above-said company’s non-independent directors, supervisors and senior management personnel receiving||||
|Notes|||||
||remunerations from the company who had received remunerations from the wholly-owned subsidiary-Sino Great||||
||Wall International Company from January 2015 to October 2015, but having received remunerations from the||||
||company since November 2015.||||

Punishments to the current and leaving board directors, supervisors and senior managers during the report period by securities regulators in the recent three years
□ Applicable√Not applicable
IV. Remuneration to directors, supervisors and senior executives
Decision-making procedures, basis for determination and actual payment of the remuneration to directors , supervisors and senior executives
The remuneration appraisal committee of the board of directors of the Company proposed remuneration standards according to the responsibilities, work scope and importance of directors, supervisors and senior executives, the earnings of the Company for the current year and the remuneration level of relevant post and submitted it to the board of directors for approval. After approval, the remuneration was paid on monthly basis. The remuneration of independent directors is subject to approval by the shareholders' meeting.
Remuneration to directors, supervisors and senior executives in the reporting period
Unit：RMB’0000
||||||||
|-|-|-|-|-|-|-|
||||||Total|Remuneration|
||||||remuneration|actually receivect|
|Name|Positions|Sex|Age|Office status|||
||||||received from the|at the end of the|
||||||shareholder|reporting period|
|Chen Lue|Board Chairman,|Male|45|In Office|36.6|No|

Sino Great Wall Co., Ltd. 2015 Annual Report
||||||||
|-|-|-|-|-|-|-|
||General Manager||||||
|Hu Yongfeng|Director|Male|53|In office|0|Yes|
||Director, Deputy||||||
|Li Erlong||Male|40|In Office|28.2|No|
||General Manger||||||
||Director, Deputy||||||
|Liang Rong||Male|46|In office|27|No|
||General Manger||||||
|Wang Lei|Director|Male|52|In Office|0|Yes|
|Bai Bin|Director|Male|30|In Office|0|No|
||Independent||||||
|Tang Jianxin||Male|50|In office|1.83|No|
||Director||||||
||Independent||||||
|Zhang Yufeng||Male|52|In Office|1.83|No|
||Director||||||
|Jiang|Independent||||||
|||Male|40|In office|1.83|No|
|Chongguang|Director||||||
||Chairman of the||||||
|Dong Binggen|supervisory|Male|66|In Office|0|Yes|
||committee||||||
|Huang Desheng|Supervisor|Male|37|In office|4.85|No|
|Wu Xiaoming|Supervisor|Male|35|In Office|11.1|No|
||Deputy General||||||
|Song Chenling||Female|43|In office|5.1|No|
||Manger||||||
|Cui Hongli|CFO|Female|43|In Office|22.56|No|
||Secretary to the||||||
|Yang Chunling||Female|44|In Office|14.1|No|
||board of directors||||||
||Vice Board||||||
|Ding Yue||Male|57|Former|0|Yes|
||Chairman||||||
||Vice Board||||||
|Shu Yibo||Female|43|Former|0|Yes|
||Chairman||||||
|Zhang Mei|Director|Female|40|Former|0|Yes|
|Feng Junbin|Director|Male|53|Former|0|Yes|
||Deputy General||||||
||Manager,||||||
|Zhang Jinliang|Secretary to the|Male|53|Former|0|Yes|
||board of||||||
||directors||||||
||Independent||||||
|Jin Ligang||Male|56|Former|0|No|
||director||||||
|She Songqin|Independent|Male|58|Former|0|No|

Sino Great Wall Co., Ltd. 2015 Annual Report
||||||||
|-|-|-|-|-|-|-|
||director||||||
||Independent||||||
|Chen Jinmei||Female|63|Former|0|No|
||director||||||
|Huang Xiaoping|Supervisor|Female|58|Former|0|Yes|
|Pan Weichao|Supervisor|Male|64|Former|0|Yes|
||Manager of||||||
|Ren Changzheng||Male|40|Former|0|Yes|
||Finance Dept||||||
|Total|||||155||

Incentive equity to directors, supervisors or/and senior executives in the reporting period
□ Applicable√Not applicable
V. Particulars about employees.
1.Number of staff, professional structure and educational background
|||
|-|-|
|Number of in-service staff of the parent company（person）|10|
|Number of in-service staff of the main subsidiaries（person）|1,671|
|Total number of the in-service staff（person）|1,681|
|Total number of staff receiving remuneration in the current||
||1,681|
|period（person）||
|The number of the parent company and the main subsidiary’s||
||0|
|retired staffs who need to bear the cost（person）||
|Professional||
|Classified according by Professions|Number of persons（person）|
|Production|0|
|Sales|83|
|Technical|1,417|
|Financial|67|
|Administrative|114|
|Total|1,681|
|Education||
|Classified according by Professions|Number of persons（person）|
|Postgraduate or above|46|
|Universities|765|
|Colleges|586|
|Other|284|
|Total|1,681|

Sino Great Wall Co., Ltd. 2015 Annual Report 2. Remuneration policies
The company, in accordance with the principle of marketization, provides competitive salary and welfare of the industry, differentiates the salary based on the positions, rewards those who perform well, and determine theemployee’s salary level in accordance with the benefit, positions and sales performance.
3.Training plan
The company sticks to the concept of ”people first” and values talent cultivation. To improve theemployees’ professional ability and occupational skills, standardize and improve its training management, and boostemployees’ enthusiasm for learning, applying, delivering and creating knowledge, the company organizes induction training and daily training for all employees and conducts induction training for fresh undergraduates recruited from university campus. It also opens up networking academy, where it has complete curriculum system for all employee to study independently and hold training lectures specially for improving professional skills or knowledge on a regular basis. The company also carries out points system for employee training.Employees’ points gained from attending training will serve as an important basis for the performance assessment, personnel transfer, promotion, salary adjustment, etc..
4.Outsourcing situation
□ Applicable√ Not Applicable
Sino Great Wall Co., Ltd. 2015 Annual Report IX. Administrative structure
I.Basic state of corporate governance
Thecompany’s governance meets the requirements of regular documents on the governance of the listed companies issued by China Securities Regulatory Commission.
During the reporting period, The company has strictly abided by the relevant laws, rules and regulations requested on “Corporate Law”, “Securities Law”, “Listing Rules of Shenzhen Stock Exchange” and “Governance Rules of Listed Companies” and by China Securities Regulatory Commission, established and perfected the internal control management system, and constantly made the deep improvement of the corporate governance activities to further standardize the company operations and improve the management level. Thecompany’s governance meets the basic requirements of regular documents on the governance of the listed companies issued by China Securities Regulatory Commission.
(1).Shareholders and shareholders' general meeting: The Company convened and held shareholders' general meeting strictly according to the requirements of Opinions on Standardization of Shareholders' General Meeting of Listed Companies, formulated Rules of Procedure of Shareholders' General Meeting, ensured all shareholders, especially medium and small shareholders, enjoy equal position and can fully exercise their own rights.
(2).Relationship between the controlling shareholder and the Company: The acts of the controlling shareholder of the Company were standardized. It did not exceed the authority of the shareholders' general meeting to directly or indirectly intervene with the decision-making and operating activities of the Company. The Company is independent from its controlling shareholder in respect of personnel, assets, finance, organ and business. The board of directors, the supervisory committee and internal organ of the Company are able to operate independently.
(3) The Directors and The Board of Directors: the Board of Directors includes four special committees, such as Audit Committee, Nomination Committee, Strategy Committee and Remuneration and Appraisal Committee, which has provided a favorable support to the company for the decision-making related issues. Each special committee has operated according to their work responsibilities and procedure rules, made research and examination for the relative business and major issues of the company, and expressed the professional opinions in the Board of Directors to offer support and advice for the scientific decision-making of the Board and ensure theBoard’s work more scientific and efficient. Also, the organization of the Board of Directors is in line with the requirement of laws and regulations, and the independent directors play an important role in the corporate decision-making. So, the company attaches importance to the function of the independent directors. In thecompany’s management, the independent directors make careful review and express the independent views for the financial audit, the affiliated transactions and other issues.
(4).Supervisors and the supervisory committee: The number and composition of the Supervisory Committee of the Company complied with the requirements of laws and regulations. The Supervisory Committee of the Company formulated the Rules of Procedure of the Supervisory Committee. The supervisors of the Company were able to perform their duties seriously, take the attitude of being responsible for all shareholders and supervise the legality and regulation conformity of the Company's finance and the duty performance of the directors, managers and other senior executives of the Company.
(5) The Company and The Affiliated Party: the affiliated transactions between the company and the affiliated
Sino Great Wall Co., Ltd. 2015 Annual Report party are strictly managed and the audit of the affiliated transactions is performed in accordance with the relevant procedures. Also, the affiliated transactions are in compliance with the laws and regulations, and there not exist the issues that the major shareholders make use of the affiliated transactions to occupy the funds of the listed company.
(6)Information disclosure and transparency: The Company designated the secretary to the board of directors to be responsible for information disclosure, Regulations on Management of Information Disclosure,Regulations on Management of External Information Users and reception of shareholder and consultation. In the report period, the Company was able to truly, accurately, completely and timely disclose relevant information according to the provisions of laws, regulations and the Articles of Association of the Company. The Company will continue to operate in a standardized way strictly according to the requirements of relevant laws and regulations including the Company Law, further perfect company administration structure and establish and improve various regulations in light of the gap with the requirements of Standards of Administration of Listed Companies, ensure the maximization of shareholders' interests and safeguard the lawful rights and interests of all shareholders.
In the report period, The Company further increased information transparency and properly carried out publicity work for protection of investors. It timely answered the questions of investors and communicated with medium and small investors by making use of telephone, email, especially the platform for communication with investors set up by Shenzhen Stock Exchange to let them know itself better.
After the investors completed the field research of the company, the company timely compiled the Record of Investors Relations Activities which subsequently issued on the Interactive Platform of Shenzhen Stock Exchange, thus improved the transparency of the listed company.
Does there exist any difference in compliance with the corporate governance , the PRC Company Law and the relevant provisions of CSRC,
□ Yes√ No
There exist no difference in compliance with the corporate governance , the PRC Company Law and the relevant provisions of CSRC.
II. Independence and Completeness in business, personnel , assets, organization and finance
The company is completely separate with the controlling shareholder in terms of the business, personnel, assets, organizations, finance and other aspects, possessing independent and complete business and independent operating capacity.
1.Business：The Company has complete business and the ability of independent operation. It is completely independent from its controlling shareholder in respect of business. There is no unfair related transaction or horizontal competition between the company and the controlling shareholders or its affiliated enterprises.
2.Personnel：The company has a completely independent personnel management and salary system. Thecompany’s senior manager personnel all are work in the company and receiving remunerations, and they do not hold any other posts except the post of director or receive remunerations in the controlling shareholder and its affiliated enterprises. The company's financial staffs do not concurrently hold posts in the controlling shareholder and its affiliated enterprises.
3.Assets：The company possesses independent place of business, independent land use rights, ownership of buildings and so forth assets, possesses the production system related to the production and operation, legally possesses the equipments related to production and operation and has Independent purchase, sales system and
Sino Great Wall Co., Ltd. 2015 Annual Report supporting facilities.
4.Organization：The company established a sound internal operation management organization, independently exercising the operation and management rights, and there is no situation of confounding organization with the controlling shareholder and its affiliated enterprises.
5.Finance:The company has a standardized financial accounting system, with an independent financial accounting department, full-time accounting personnel and independent accounting system, being able to make financial decisions independently. The company has set up the independent bank account and independently pays the tax. The situation of the free-occupying of thecompany’s assets and funds by the controlling shareholder and its affiliated enterprises does not exist.
III. Horiontal Competitions
□Applicable√Not applicable
IV. Annual General Meeting and ExtraordinaryShareholders’ Meetings in the Reporting Period
1.Annual General Meeting
|||||||
|-|-|-|-|-|-|
|||Investor||||
|Sessions|Type||Meeting Date|Disclosure date|Disclosure index|
|||participation ratio||||
||||||The first provisional|
||||||shareholders’|
||||||General meeting in|
||||||2015|
||||||(No.2015-06106)|
|The first provisional||||||
||Provisional||||published on|
|shareholders’||||||
||shareholders’|55.30%|March 16,2015|March 17,2015|Securities|
|General meeting in||||||
||General Meeting||||Times,Hong Kong|
|2015||||||
||||||Commercial Daily|
||||||and Juchao Website|
||||||（http://www.cninfo|
||||||.com.cn）on March|
||||||17,2015|
||||||Annual General|
||||||Meeting of 2014|
||||||(No.2015-06125)|
||||||published on|
||||||Securities|
|Annual Genral|Annual General|||||
|||47.42%|June 29,2015|June 30,2015|Times,Hong Kong|
|Meeting of 2014|Meeting|||||
||||||Commercial Daily|
||||||and Juchao Website|
||||||（http://www.cninfo|
||||||.com.cn）on June|
||||||30,March 17,2015.|

Sino Great Wall Co., Ltd. 2015 Annual Report
|||||||
|-|-|-|-|-|-|
||||||The second|
||||||provisional|
||||||shareholders’|
||||||General meeting in|
||||||2015|
|The second||||||
||||||(No.2015-06146)|
|provisional|Provisional|||||
||||||published on|
|shareholders’|shareholders’|61.57%|October 29,2015|October 30,2015||
||||||Securities|
|General meeting in|General Meeting|||||
||||||Times,Hong Kong|
|2015||||||
||||||Commercial Daily|
||||||and Juchao Website|
||||||（http://www.cninfo|
||||||.com.cn）on October|
||||||30,2015|
||||||The second|
||||||provisional|
||||||shareholders’|
||||||General meeting in|
||||||2015|
|The third||||||
||||||(No.2015-07017)|
|provisional|Provisional|||||
||||||published on|
|shareholders’|shareholders’|54.12%|November 23,2015|November 24,2015||
||||||Securities|
|General meeting in|General Meeting|||||
||||||Times,Hong Kong|
|2015||||||
||||||Commercial Daily|
||||||and Juchao Website|
||||||（http://www.cninfo|
||||||.com.cn）on|
||||||November 24,2015|

 2. Request for extraordinary general meeting by preferred stockholders whose voting rights restore□ Applicable√Not applicable
V. Responsibility performance of independent directors in report period
1. The attending of independent directors to board meetings andshareholders’ general meeting
||||||||
|-|-|-|-|-|-|-|
|The attending of independent directors|||||||
||Number of|||||Failure to|
||||Number of||||
||Board meetings|||Number of||personally attend|
|Independent||Number of spot|meetings||Number of||
||necessary to be|||attendances by||board meetings|
|Directors||attendances|attended by||absence||
||attended in the|||representative||successively|
||||Communication||||
||reporting period|||||twice (Yes/No)|

Sino Great Wall Co., Ltd. 2015 Annual Report
||||||||
|-|-|-|-|-|-|-|
|Shen Songqin|9|2|7|0|0|No|
|Chen Jinmei|9|2|7|0|0|No|
|Jin Ligang|9|2|6|1|0|No|
|Tang Jianxin|4|1|3|0|0|No|
|Zhang Yufeng|4|1|3|0|0|No|
|Jiang Chongguang|4|1|3|0|0|No|
|Number of general meetings attended|||||||
|by independent directors as non-voting||4|||||
|delegates|||||||

Notes to failure to personally attend Board Meetings Successively Twice
2.Objection of independent directors on some relevant issues
Objection of independent directors on some relevant issues
□ Yes√No
3. Other notes to duty performance of independent directors
Has an independentdirector’s advice to the Company been accepted
□ Yes√No
Explanation on acceptance of or failure to accept an independentdirector’s advice to the Company.
VI. Duty Performance of Special Committees under the Board of Directors in the Reporting Period
The board of directors of the Company has special committees including audit committee, remuneration and appraisal committee, strategy committee and nomination committee. According to the scope of authority specified in the working rules for them, the committees conducted study and put forward opinions and suggestions for reference by the board of directors for decision making.
According to relevant regulations of CSRC, the audit committee of the board of directors of the Company did the following work during the preparation of the annual report of the Company for 2015:
1. On January 5, 2015, the Audit Committee of the company examined the audit work plans of the year 2014 annual financial report, heard the audit schedule and progress made by the accountants for annual audit, and agreed to the audit work of the 2014 annual financial report proposed by Accounting Office.
2. On January 9, 2015, the Audit Committee under the Board of Directors reviewed the year 2014 annual financial accounting statements offered by the company, and made the following comments: the year 2014 annual financial accounting statements basically reflected the assets condition and operation performance, the Audit Committee agreed to conduct the audit work of annual financial report on this basis, and advised the Finance Department to
actively cooperate and coordinate this audit work, in order to strengthen communication and contact and timely
reflect some issues in the process of audit and the advancement of audit work to the Audit Committee.
3. On January 21, 2015, the Audit Committee under the Board of Directors and the certificated accountants of
Sino Great Wall Co., Ltd. 2015 Annual Report annual audit held a conference call. CPAs described the audit conditions on the phone, and the members of the Audit Committee believed that the views of CPAs on all major matters were basically reflect thecompany’s financial condition on December 31, 2014 and the business performance and cash flows of the year 2014 truly and fairly. So, theydidn’t make objection to the preliminary results of the certificated accountants of annual audit. 4. On Febursry 9, 2015, the Audit Committee under the Board of Directors examined thecompany’s 2014 annual audit report issued by Dahua Accounting Office Ltd. (special general partner), and the Audit Committee agreed to the audit results on the year 2014 annual accounting statements by Dahua Accounting Office Ltd. (special general partner) and agreed to submit the financial audit report to the Board of Directors to examine. For the summary report of the year 2014 annual audit work issued by Dahua Accounting Office Ltd. (special general partner), the Audit Committee believed that Dahua Accounting Office Ltd. (special general partner) has strictly followed the provisions of auditing regulations and standards to develop and complete thecompany’s 2014 annual audit work with the sufficient auditing time, high professional quality and strong performance ability and sense of risk, the issued audit report fully reflected thecompany’s financial condition, business performance and cash flows of the year 2014, and its audit conclusion truly reflected the actual situation of the company.
5.On October 29, in 2015, the Audit Committee of the board of directors deliberated thecompany’s third quarter 2015 financial accounting statements, and issued the following deliberations: the third quarter 2015 financial accounting statements compiled by the company basically reflected the situation of thecompany’s assets and the operation results, and the Audit Committee of the board of directors agreed to submit the financial accounting statements to the board of directors for deliberation.
6. On February 3, 2016, the audit committee of the board of directors reviewed thecompany’s financial accounting statement 2014 and published the following opinions: the financial accounting statement 2014 prepared by the company basically reflected its financial standing and operating results, and audit committee agreed to engage in the yearly financial statement auditing work on this basis, requested the financial department to provide active cooperation in assisting with this audit, strengthen communication and contact, and timely reflect the problems and audit work progress to audit committee.
7.On March 10, 2016, the Audit Committee of the board of directors deliberated the Proposal on Alteration and Engaging of the 2015 Annual Audit Agency, considering the Dahua Certified Public Accountants (special general partnership) had provided audit service for the company in consecutive years, in order to ensure the independence and objectivity of the audit work, after the Audit Committee of the board conscientiously examined, then proposed the alteration and engaging BDO China Shu Lun Pan Certified Public Accountants LLP as thecompany’s 2015 annual audit agency, of which the audit fees for financial and internal control audit is RMB 1.5 million. The Audit Committee agreed to submit the Proposal to the board of directors for deliberation.
8. On April 10, 2016, the audit committee of the board of directors reviewed the audit report 2015 issued by BDO China Shu Lun Pan Certified Public Accountants LLP . The audit committee agreed on the audit, agreed to submit the financial audit report to the board of directors for deliberation; meanwhile, to ensure the consistency of audit work, the audit committee suggested that the board of directors continue to appoint audit report 2015 issued by Shu Lun Pan Certified Public Accountants LLP as the audit institution for the year 2016.
The information about the duty performance of the remuneration and appraisal committee of the board of directors in year 2015:
1. On April 13, 2015, according to the provisions stipulated by Rules of Procedure for the Special Committee of the Board, the remuneration and appraisal committee of the board had deliberated the remunerations of thecompany’s directors, supervisors and senior management personnel of year 2015 and reckoned that remunerations paid to thecompany’s directors, supervisors and senior management personnel were fair, reasonable and conforming to the relevantcompany’s the remuneration policy and the appraisal standard, then agreed to
Sino Great Wall Co., Ltd. 2015 Annual Report submitted the item to the board of directors for deliberation.
Job performance condition of strategic committee of the board of directors in the year of 2015:
1. On December 17, 2015, the strategic committee of the board of directors reviewed the proposal of Sino Jiale Medical Investment Management Co., Ltd., a joint venture by the company and Sichuan Jiale Group Co., Ltd., and held that by establishing Sino Jiale Medical Investment Management Co., Ltd., the company would enter a promising medical industry, which was in line with its long-term strategic planning and laid a good foundation for its future development, and agreed to submit this proposal to the board of directors for review.
The information about the duty performance of thecompany’s nomination committee in 2015:
1. On October 13, 2015, the nominating committee of the board of directors reviewed the qualifications of directors of the
7th
session board of directors recommended by shareholders, held that the nominating procedures of the following director candidates, Chen Lue, Hu Yongfeng, Li Erlong, Liang Rong, Wang Lei and Bai Bin, and other independent directors, such as Tang Jianxin, Zhang Yufeng and Jiang Chongguang, complied with the regulations of articles of association, and agreed to submit the ”Proposal about the General Election of the Board of Directors ” to the board of directors for review.
On October 29, 2015, the nomination committee of the board deliberated the resumes and work performances of the seventh session senior management personnel recommend by the company and issued the following deliberations: 1. the intended hold-office personnel of Mr. Chen Lue, Mr. Li Erlong, Mr. Liang Rong, Ms. Song Chenling, Ms. Cui Hongli and Ms. Yang Chunling possess the suitable qualifications and the professional qualities for exercising their functions and powers; the situation which was in line with the Article 146 stipulated in Company Law of the People's Republic of China was not found; and the situation of whom being banned to enter the market and still remained by theCSRC’s identification was not found, and they are legally qualified. 2. Ms. Song Chenling, the secretary of the board of directors, had obtained the qualification of the secretary of the board of listed company on Shenzhen Stock Exchange, with in line with the job qualification required by Company Law, Stock Listing Rules of Shenzhen Stock Exchange, Administrative Measures for the Qualifications of the Secretary of the Board of Directors and the Securities Affairs Representative of the Listed Company on Shenzhen Stock Exchange and other relevant laws and regulations. 3. Agreed to submit the above-mentioned Proposal on Engaging Senior Management Personnel to the board of directors for deliberation.
VII. Work of the supervisory Committee
Did the supervisory Committee find any risk existing in performing the supervision activities in the reporting period
□Yes√No
The supervisory Committee has no objection aginst any matters under supervision in the reporting period
VIII. Assessment and incentive Mechanism for Senior executives
The company established the evaluation system based on the targeted responsibility system, and adopted signing the annual responsibility appraisal agreement for the evaluation of thecompany’s senior management personnel which specified the KPI and evaluation method with methods related to the evaluation results. During the reporting period, thecompany’s had conformed to the measures of the targeted responsibility system to assess and evaluate the senior management personnel performances, which presented in the annual performance.
Sino Great Wall Co., Ltd. 2015 Annual Report IX. Internal control situations
1.Specific situations on major defects of internal control discovered during report period
□ Yes√ No
2. Internal Control audit report
□ Applicable√Not applicable
Sino Great Wall Co., Ltd. 2015 Annual Report
Sino Great Wall Co., Ltd. 2015 Annual Report X. Financial Report
I. Audit report
|||
|-|-|
|Type eof audit opinion|Standard Unqualified Audit Opinion|
|Date for signing the auditor’s report|April 13, 2016|
|Name of audit firm|BDO China Shu Lun Pan Certified Public Accountants LLP|
|Name of the certified accountants|Liao Jiahe, Xu Shibao|

Auditors’ Report
Xin Kui Shi BaoZi[2016]No.
To all shareholders of Sino Great Wall Co., Ltd.
We have audited the accompanying financial statements of Sino Great Wall Co., Ltd. (hereinafter referred to as “the Company”) which comprise the consolidated statement of financial position and statement of financial position as at 31 December 2015, the consolidated statement of comprehensive income and statement of comprehensive income, the consolidated statement of changes in equity and statement of changes in equity, the consolidated statement of cash flows and statement of cash flows for the year then ended, and notes to the financial statements.
I.Executives’ responsibilities on the Financial Statements
Preparing of the Financial Statements according to Enterprise Accounting Standard is the responsibility of the management of the Company. This responsibility is including: (1) to prepare the financial statements according to the accounting standard, and ensure its fair reflection of business position; (2) to design, implement and maintain the internal control system related to producing of the Financial Statements, to prevent the Financial Statements from major false presentation due to cheating or error
II. Responsibilities of the CPA
Our responsibilities are to issue auditing opinions on the Financial Statements basing on the auditing workswe’ve done on them. We carried out the auditing works with compliance to Chinese CPA Auditing Standard, which requires us to plan and implement our works on the basis of professional ethic standards, and obtain reasonable guarantee that the Financial Statements are free of major false statements.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on theauditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, we consider the internal control relevant to theentity’s preparation of financial statements in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of the accounting polices used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.
III.Auditors’ Opinions
In our opinion, the financial statements of Bengang Steel Plates Co., Ltd. present fairly, in all material respects, the consolidated financial position and financial position of the Company as at 31 December 2015, and the
consolidated results of operations and results of operations and the consolidated cash flows and cash flows of the
Company for the year then ended in accordance with the requirements of Accounting standards for Business
Enterprises.
Sino Great Wall Co., Ltd. 2015 Annual Report BDO Shu Lun Pan Certified Public Accountant LLP CPA China: Liao Jiahe Shanghai. China CPA China: Xu Shibao April 15, 2016 II. Financial Statements
\Statement in Financial Notes are carried in RMB/CNY
1.Consolidated Balance sheet
Prepared by : Sino Great Wall Co., Ltd.
December 31,2015
In RMB
||||
|-|-|-|
|Items|Year-end balance|Year-beginning balance|
|Current asset：|||
|Monetary fund|695,384,561.31|290,949,160.76|
|Settlement provision|||
|Outgoing call loan|||
|Financial assets measured at fair value|||
|with variations accounted into current|1,102,961.04|1,060,407.78|
|income account|||
|Derivative financial assets|||
|Bill receivable|220,448,747.94|60,626,099.41|
|Account receivable|2,352,808,087.33|1,784,235,686.61|
|Prepayments|77,707,568.38|34,811,508.11|
|Insurance receivable|||
|Reinsurance receivable|||
|Provisions of Reinsurance contracts|||
|receivable|||
|Interest receivable|||
|Dividend receivable|||
|Other account receivable|239,952,886.11|143,622,679.85|
|Repurchasing of financial assets|||
|Inventories|168,133,668.91|34,960,199.93|

Sino Great Wall Co., Ltd. 2015 Annual Report
||||
|-|-|-|
|Assets held for sales|||
|Non-current asset due in 1 year|15,717,270.60||
|Other current asset|14,138,411.87|1,541,206.01|
|Total of current assets|3,785,394,163.49|2,351,806,948.46|
|Non-current assets：|||
|Loans and payment on other’s behalf|||
|disbursed|||
|Disposable financial asset|||
|Expired investment in possess|||
|Long-term receivable|||
|Long term share equity investment|||
|Property investment|||
|Fixed assets|43,846,215.63|10,346,069.91|
|Construction in progress|10,016,928.24|11,856,578.49|
|Engineering material|||
|Fixed asset disposal|||
|Production physical assets|||
|Gas & petrol|||
|Intangible assets|9,267,746.33|8,269,556.32|
|R & D petrol|||
|Goodwill|6,724,316.91||
|Long-germ expenses to be amortized|18,909,785.69|10,498,658.53|
|Differed income tax asset|47,950,278.07|49,690,702.95|
|Other non-current asset|95,353,390.28|5,104,235.91|
|Total of non-current assets|232,068,661.15|95,765,802.11|
|Total of assets|4,017,462,824.63|2,447,572,750.57|
|Current liabilities|||
|Short-term loans|225,408,496.07|282,450,873.41|
|Loan from Central Bank|||
|Deposit received and hold for others|||
|Call loan received|||
|Financial liabilities measured at fair|||
|value with variations accounted into|||
|current income account|||
|Derivative financial liabilities|||

Sino Great Wall Co., Ltd. 2015 Annual Report
||||
|-|-|-|
|Bill payable|143,410,167.17|88,862,834.52|
|Account payable|1,332,619,954.77|1,048,283,935.01|
|Advance payment|64,963,842.60|55,401,092.63|
|Selling of repurchased financial assets|||
|Fees and commissions receivable|||
|Employees’ wage payable|12,669,619.20|9,992,309.43|
|Tax payable|277,672,541.09|157,790,765.34|
|Interest payable|527,969.26|621,111.11|
|Dividend payable|||
|Other account payable|635,200,976.60|32,683,538.73|
|Reinsurance fee payable|||
|Insurance contract provision|||
|Entrusted trading of securities|||
|Entrusted selling of securities|||
|Liabilities held for sales|||
|Non-current liability due in 1 year|7,135,752.00||
|Other current liability||10,000,000.00|
|Total of current liability|2,699,609,318.76|1,686,086,460.18|
|Non-current liabilities：|||
|Long-term loan|30,140,649.14||
|Bond payable|||
|Including：preferred stock|||
|Sustainable debt|||
|Long-term payable|||
|Long-term payable employees’s|||
|remuneration|||
|Special payable|||
|Expected liabilities|||
|Deferred income|||
|Deferred income tax liability|15,444.16|15,101.95|
|Other non-current liabilities|||
|Total non-current liabilities|30,156,093.30|15,101.95|
|Total of liability|2,729,765,412.06|1,686,101,562.13|
|Owners’ equity|||

Sino Great Wall Co., Ltd. 2015 Annual Report
||||
|-|-|-|
|Share capital|446,906,582.00|70,136,099.00|
|Other equity instruments|||
|Including：preferred stock|||
|Sustainable debt|||
|Capital reserves|-50,367,862.22|176,467,549.00|
|Less：Shares in stock|||
|Other comprehensive income||-85.60|
|Special reserves|46,014,941.54|21,813,200.10|
|Surplus reserves|85,109,816.23|49,347,406.23|
|Common risk provision|||
|Undistributed profit|761,747,010.21|443,707,019.71|
|Total of owner’s equity belong to the|||
||1,289,410,487.76|761,471,188.44|
|parent company|||
|Minority shareholders’ equity|-1,713,075.19||
|Total of owners’ equity|1,287,697,412.57|761,471,188.44|
|Total of liabilities and owners’ equity|4,017,462,824.63|2,447,572,750.57|

 Legal Representative: Chen Lue
Person in charge ofaccounting：Cui Hongli
Accounting Dept Leader: Cui Hongli
2. Balance sheet of Parent Company
In RMB
||||
|-|-|-|
|Items|Year-end balance|Year-beginning balance|
|Current asset：|||
|Monetary fund|239,145,251.31|23,480,977.00|
|Financial assets measured at fair value|||
|with variations accounted into current|||
|income account|||
|Derivative financial assets|||
|Bill receivable|||
|Account receivable|29,083.30||
|Prepayments|||
|Interest receivable|||

Sino Great Wall Co., Ltd. 2015 Annual Report
||||
|-|-|-|
|Dividend receivable|||
|Other account receivable||81,098,215.00|
|Inventories|||
|Assets held for sales|||
|Non-current asset due in 1 year|||
|Other current asset|||
|Total of current assets|239,174,334.61|104,579,192.00|
|Non-current assets：|||
|Disposable financial asset|||
|Expired investment in possess|||
|Long-term receivable|||
|Long term share equity investment|3,079,451,536.66|36,788,953.00|
|Property investment||7,738,085.00|
|Fixed assets||818,770.00|
|Construction in progress|||
|Engineering material|||
|Fixed asset disposal|||
|Production physical assets|||
|Gas & petrol|||
|Intangible assets||1,780,153.00|
|R & D petrol|||
|Goodwill|||
|Long-germ expenses to be amortized|||
|Deferred income tax asset|382.68||
|Other non-current asset|||
|Total of non-current assets|3,079,451,919.34|47,125,961.00|
||3,318,626,253.95|151,705,153.00|
|Total of assets|||
|Current liabilities|||
|Short-term loans|||
|Financial liabilities measured at fair|||
|value with variations accounted into|||
|current income account|||
|Derivative financial liabilities|||
|Bill payable|||
|Account payable||113,337.00|

Sino Great Wall Co., Ltd. 2015 Annual Report
||||
|-|-|-|
|Advance payment||302,540.00|
|Employees’ wage payable||627,181.00|
|Tax payable|98,150,372.30|844,600.00|
|Interest payable|||
|Dividend payable|||
|Other account payable|803,339.56|16,235,868.00|
|Liabilities held for sales|||
|Non-current liability due in 1 year|||
|Other current liability||2,069,247.00|
|Total of current liability|98,953,711.86|20,192,773.00|
|Non-current liabilities：|||
|Long-term loan|||
|Bond payable|||
|Including：preferred stock|||
|Sustainable debt|||
|Long-term payable|||
|Employees’ wage payable|||
|Special payable|||
|Expected liabilities|||
|Deferred income||836,792.00|
|||4,180,138.00|
|Deferred income tax liability|||
|Other non-current liabilities|||
|Total of Non-current liabilities||5,016,930.00|
|Total of liability|98,953,711.86|25,209,703.00|
|Owners’ equity|||
|Share capital|446,906,582.00|169,142,356.00|
|Other equity instrument|||
|Including：preferred stock|||
|Sustainable debt|||
|Capital reserves|2,489,294,901.37|31,606,598.00|
|Less：Shares in stock|||
|Other comprehensive income||-4,398,234.00|
|Special reserves|||
|Surplus reserves|26,309,287.00|26,309,287.00|

Sino Great Wall Co., Ltd. 2015 Annual Report
||||
|-|-|-|
|Undistributed profit|257,161,771.72|-96,164,557.00|
|Total of owners’ equity|3,219,672,542.09|126,495,450.00|
|Total of liabilities and owners’ equity|3,318,626,253.95|151,705,153.00|

 3.Consolidated Income Statement
In RMB
||||
|-|-|-|
|Items|Report period|Same period of the previous year|
|I. Income from the key business|4,010,358,999.58|2,754,684,893.91|
|Incl：Business income|4,010,358,999.58|2,754,684,893.91|
|Interest income|||
|Insurance fee earned|||
|Fee and commission received|||
|II. Total business cost|3,578,964,860.85|2,508,518,562.40|
|Incl：Business cost|3,165,027,185.66|2,249,699,616.54|
|Interest expense|||
|Fee and commission paid|||
|Insurance discharge payment|||
|Net claim amount paid|||
|Insurance policy dividend paid|||
|Insurance policy dividend paid|||
|Reinsurance expenses|||
|Business tax and surcharge|79,485,669.04|84,062,008.47|
|Sales expense|13,686,172.10|16,414,043.95|
|Administrative expense|154,562,327.86|84,770,936.89|
|Financial expenses|54,866,402.02|25,561,307.08|
|Asset impairment loss|111,337,104.17|48,010,649.47|
|Add：Gains from change of fir value|||
||42,553.26|60,407.78|
|（“-”for loss）|||
|Investment gain（“-”for loss）|||
|Incl: investment gains from affiliates|||
|Gains from currency exchange（“-”for|||
|loss）|||
|III. Operational profit（“-”for loss）|431,436,691.98|246,226,739.29|
|Add ：Non-operational income|380,733.08|5,225,065.55|
|Including：Income from disposal of|4,455.00|9,494.10|

Sino Great Wall Co., Ltd. 2015 Annual Report
||||
|-|-|-|
|non-current assets|||
|Less：Non business expenses|1,025,395.57|1,211,038.99|
|Incl：Loss from disposal of non-current|||
||85,567.15|147,383.50|
|assets|||
|IV.Total profit(“-”for loss)|430,792,029.49|250,240,765.85|
|Less：Income tax expenses|77,535,139.79|63,383,261.40|
|V. Net profit|353,256,889.70|186,857,504.45|
|Net profit attributable to the owners of|||
||353,802,400.50|186,857,504.45|
|parent company|||
|Minority shareholders’ equity|-545,510.80||
|VI. Other comprehensive income|85.60|-85.60|
|Net of profit of other comprehensive inco|||
|me attributable to owners of the parent co|85.60|-85.60|
|mpany.|||
|（I）Other comprehensive income items|||
|that will not be reclassified into|||
|gains/losses in the subsequent|||
|accounting period|||
|1.Re-measurement of defined benefit pla|||
|ns of changes in net debt or net assets|||
|2.Other comprehensive income under the|||
|equity method investee can not be reclass|||
|ified into profit or loss.|||
|（II）|||
||85.60|-85.60|
|Other comprehensive income that will b|||
|e reclassified into profit or loss.|||
|1.Other comprehensive income under the|||
|equity method investee can be reclassifie|||
|d into profit or loss.|||
|2.Gains and losses from changes in fair v|||
|alue available for sale financial assets|||
|3.Held-to-maturity investments reclassifi|||
|ed to gains and losses of available for sal|||
|e financial assets|||
|4.The effective portion of cash flow hedg|||
|es and losses|||
|5.Translation differences in currency fina|||
||85.60|-85.60|
|ncial statements|||
|6.Other|||
|7.Net of profit of other comprehensive i|||
|ncome attributable to Minority|||

Sino Great Wall Co., Ltd. 2015 Annual Report
||||
|-|-|-|
|shareholders’ equity|||
|VII. Total comprehensive income|353,256,975.30|186,857,418.85|
|Total comprehensive income attributable|353,802,486.10||
|||186,857,418.85|
|to the owner of the parent company|||
|Total comprehensive income attributable|-545,510.80||
|minority shareholders|||
|VIII. Earnings per share|||
|（I）Basic earnings per share|1.53|0.74|
|(II)Diluted earnings per share|1.53|0.74|

 The current business combination under common control, the net profits of the combined party before achieved ne t profit of RMB 0, last period the combined party realized RMB 0.
Legal Representative:Chen Lue
Person in charge ofaccounting：Cui Hongli
Accounting Dept Leader: Cui Hongli
4. Income statement of the Parent Company
In RMB
||||
|-|-|-|
|Items|Amount in this period|Amount in last period|
|I. Income from the key business|2,318,061.00|2,940,815.00|
|Incl：Business cost|237,620.18|337,173.00|
|Business tax and surcharge|153,652.28|283,063.00|
|Sales expense|||
|Administrative expense|8,954,347.86|8,811,899.00|
|Financial expenses|3,370,704.26|-2,056,535.00|
|Asset impairment loss|-13,038.09|9,846.00|
|Add：Gains from change of fir value（“-”for loss）|||
|Investment gain（“-”for loss）|383,969,705.11||
|Incl: investment gains from affiliates|||
|II. Operational profit（“-”for loss）|373,584,479.62|-4,444,631.00|
|Add ：Non-operational income|73,450,480.94||
|Including：Income from disposal ofnon-current assets|||
|Less：Non business expenses||219,259.00|

Sino Great Wall Co., Ltd. 2015 Annual Report
||||
|-|-|-|
|Incl：Loss from disposal of non-current|||
|||214,259.00|
|assets|||
|III.Total profit(“-”for loss)|447,034,960.56|-4,663,890.00|
|Less：Income tax expenses|93,708,631.85||
|IV. Net profit（“-”for net loss）|353,326,328.72|-4,663,890.00|
|V.Net of profit of other comprehensive i|||
||4,398,234.00||
|ncome|||
|（I）Other comprehensive income items|||
|that will not be reclassified into|||
|gains/losses in the subsequent|||
|accounting period|||
|1.Re-measurement of defined benefit pl|||
|ans of changes in net debt or net assets|||
|2.Other comprehensive income under th|||
|e equity method investee can not be recl|||
|assified into profit or loss.|||
|（II）|||
|Other comprehensive income that will b|4,398,234.00||
|e reclassified into profit or loss.|||
|1.Other comprehensive income under th|||
|e equity method investee can be reclassi|||
|fied into profit or loss.|||
|2.Gains and losses from changes in fair|||
|value available for sale financial assets|||
|3.Held-to-maturity investments reclassif|||
|ied to gains and losses of available for s|||
|ale financial assets|||
|4.The effective portion of cash flow hed|||
|ges and losses|||
|5.Translation differences in currency fin|||
||4,398,234.00||
|ancial statements|||
|6.Other|||
|VI. Total comprehensive income|357,724,562.72|-4,663,890.00|
|VII. Earnings per share：|||
|（I）Basic earnings per share|0.70|-0.03|
|(II)Diluted earnings per share|0.70|-0.03|

Sino Great Wall Co., Ltd. 2015 Annual Report 5. Consolidated Cash flow statement
In RMB
||||
|-|-|-|
|Items|Amount in this period|Amount in last period|
|I.Cash flows from operating activities|||
|Cash received from sales of goods or|||
||2,882,512,458.95|1,974,893,037.39|
|rending of services|||
|Net increase of customer deposits|||
|and capital kept for brother company|||
|Net increase of loans from central bank|||
|Net increase of inter-bank loans from|||
|other financial bodies|||
|Cash received against original insurance|||
|contract|||
|Net cash received from reinsurance|||
|business|||
|Net increase of client deposit and|||
|investment|||
|Net increase of amount from disposal|||
|financial assets that measured by fair|||
|value and with variation reckoned into|||
|current gains/losses|||
|Net increase of inter-bank fund|||
|received|||
|Net increase of trade financial asset|||
|disposal|||
|Net increase of repurchasing business|||
|Tax returned|250,556.49||
|Other cash received from business|||
||1,374,677,443.26|57,472,995.01|
|operation|||
|Sub-total of cash inflow|4,257,440,458.70|2,032,366,032.40|
|Cash paid for purchasing of|||
||2,566,176,221.01|1,511,763,302.72|
|merchandise and services|||
|Net increase of client trade and advance|||
|Net increase of savings n central bank|||
|and brother company|||
|Cash paid for original contract claim|||
|Cash paid for interest, processing fee|||

Sino Great Wall Co., Ltd. 2015 Annual Report
||||
|-|-|-|
|and commission|||
|Cash paid for policy dividend|||
|Cash paid to staffs or paid for staffs|194,602,987.57|103,253,732.47|
|Taxes paid|150,781,903.84|97,801,842.46|
|Other cash paid for business activities|1,637,930,603.36|155,699,765.41|
|Sub-total of cash outflow from business|||
||4,549,491,715.78|1,868,518,643.06|
|activities|||
|Cash flow generated by business|||
||-292,051,257.08|163,847,389.34|
|operation, net|||
|II.Cash flow generated by investing|||
|Cash received from investment|||
||68.86||
|retrieving|||
|Cash received as investment gains|2,426.00||
|Net cash retrieved from disposal of|||
|fixed assets, intangible assets, and other||105,388.10|
|long-term assets|||
|Net cash received from disposal of|||
|subsidiaries or other operational units|||
|Other investment-related cash received|||
|Sub-total of cash inflow due to|||
||2,494.86|105,388.10|
|investment activities|||
|Cash paid for construction of|||
|fixed assets, intangible assets|25,179,343.19|30,045,696.54|
|and other long-term assets|||
|Cash paid as investment|||
|Net increase of loan against pledge|||
|Net cash received from subsidiaries and|||
||3,533,792.47||
|other operational units|||
|Other cash paid for investment|||
|activities|||
|Sub-total of cash outflow due to|||
||28,713,135.66|30,045,696.54|
|investment activities|||
|Net cash flow generated by investment|-28,710,640.80|-29,940,308.44|
|III.Cash flow generated by financing|||
|Cash received as investment|242,223,784.52||
|Incl: Cash received as investment from|||
|minor shareholders|||

Sino Great Wall Co., Ltd. 2015 Annual Report
||||
|-|-|-|
|Cash received as loans|783,614,556.72|235,000,000.00|
|Cash received from bond placing||0.00|
|Other financing –related ash received|779,900,000.00|77,900,000.00|
|Sub-total of cash inflow from financing|||
||1,805,738,341.24|312,900,000.00|
|activities|||
|Cash to repay debts|737,683,498.86|170,000,000.00|
|Cash paid as dividend, profit, or|||
||33,711,743.66|14,221,066.64|
|interests|||
|Incl: Dividend and profit paid by|||
||0.00|0.00|
|subsidiaries to minor shareholders|||
|Other cash paid for financing activities|375,281,700.88|85,341,049.02|
|Sub-total of cash outflow due to|||
||1,146,676,943.40|269,562,115.66|
|financing activities|||
|Net cash flow generated by financing|659,061,397.84|43,337,884.34|
|IV. Influence of exchange rate|||
||686,301.95|-1,010,839.72|
|alternation on cash and cash equivalents|||
|V.Net increase of cash and cash|||
||338,985,801.91|176,234,125.52|
|equivalents|||
|Add: balance of cash and cash|||
||243,759,954.90|67,525,829.38|
|equivalents at the beginning of term|||
|VI ..Balance of cash and cash|||
||582,745,756.81|243,759,954.90|
|equivalents at the end of term|||

6. Cash flow statement of the Parent Company
In RMB
||||
|-|-|-|
|Items|Amount in this period|Amount in last period|
|I.Cash flows from operating activities|||
|Cash received from sales of goods or|||
||2,246,511.00|3,745,065.00|
|rending of services|||
|Tax returned|||
|Other cash received from business|||
||99,238,423.81|1,947,804.00|
|operation|||
|Sub-total of cash inflow|101,484,934.81|5,692,869.00|
|Cash paid for purchasing of|||
|merchandise and services|||
|Cash paid to staffs or paid for staffs|1,026,970.10|2,095,020.00|
|Taxes paid|14,621,408.55|990,609.00|

Sino Great Wall Co., Ltd. 2015 Annual Report
||||
|-|-|-|
|Other cash paid for business activities|95,712,355.22|4,683,764.00|
|Sub-total of cash outflow from business|||
||111,360,733.87|7,769,393.00|
|activities|||
|Cash flow generated by business|||
||-9,875,799.06|-2,076,524.00|
|operation, net|||
|II.Cash flow generated by investing|||
|Cash received from investment|||
|retrieving|||
|Cash received as investment gains|||
|Net cash retrieved from disposal of|||
|fixed assets, intangible assets, and other|||
|long-term assets|||
|Net cash received from disposal of|||
|subsidiaries or other operational units|||
|Other investment-related cash received|40,084.65||
|Sub-total of cash inflow due to|||
||40,084.65||
|investment activities|||
|Cash paid for construction of|||
|fixed assets, intangible assets|||
|and other long-term assets|||
|Cash paid as investment|||
|Net cash received from subsidiaries and|||
|other operational units|||
|Other cash paid for investment|||
|activities|||
|Sub-total of cash outflow due to|||
|investment activities|||
|Net cash flow generated by investment|40,084.65||
|III.Cash flow generated by financing|||
|Cash received as investment|240,499,988.72||
|Cash received as loans|||
|Cash received from bond placing|||
|Other financing –related ash received|||
|Sub-total of cash inflow from financing|||
||240,499,988.72||
|activities|||
|Cash to repay debts|||
|Cash paid as dividend, profit, or|||

Sino Great Wall Co., Ltd. 2015 Annual Report
||||
|-|-|-|
|interests|||
|Other cash paid for financing activities|||
|Sub-total of cash outflow due to|||
|financing activities|||
|Net cash flow generated by financing|240,499,988.72||
|IV. Influence of exchange rate|||
|alternation on cash and cash equivalents|||
|V.Net increase of cash and cash|||
||230,664,274.31|-2,076,524.00|
|equivalents|||
|Add: balance of cash and cash|||
||8,480,977.00|10,557,501.00|
|equivalents at the beginning of term|||
|VI ..Balance of cash and cash|||
||239,145,251.31|8,480,977.00|
|equivalents at the end of term|||

Sino Great Wall Co., Ltd. 2015 Annual Report
7. Consolidated Statement on Change inOwners’ Equity
Amount in this period
In RMB
|||||||||||||||
|-|-|-|-|-|-|-|-|-|-|-|-|-|-|
||Amount in this period|||||||||||||
||Owner’s equity Attributable to the Parent Company|||||||||||||
|||Other Equity||||||||||||
|||instrusment||||Less:|Other|||Commo||Minor||
|Items|||||||||||||Total of owners’|
|||||||Shares|Comprehe|Specialized|Surplus|n risk|Attributable|shareholders’||
||Share Capital|preferr|||Capital reserves||||||||equity|
||||Sustai|Othe||in|nsive|reserve|reserves|provisio|profit|equity||
|||ed||||||||||||
||||nable|r||stock|Income|||n||||
|||stock||||||||||||
||||debt|||||||||||
|I.Balance at the||||||||||||||
||70,136,099.00||||176,467,549.00||-85.60|21,813,200.10|49,347,406.23||443,707,019.71||761,471,188.44|
|end of last year||||||||||||||
|Add: Change of||||||||||||||
|accounting||||||||||||||
|policy||||||||||||||
|Correcting of||||||||||||||
|previous errors||||||||||||||
|Merger of entities||||||||||||||
|under common||||||||||||||
|control||||||||||||||
|Other||||||||||||||
|II.Balance at the||||||||||||||
|beginning of|70,136,099.00||||176,467,549.00||-85.60|21,813,200.10|49,347,406.23||443,707,019.71||761,471,188.44|
|current year||||||||||||||

Sino Great Wall Co., Ltd. 2015 Annual Report
||||||||||
|-|-|-|-|-|-|-|-|-|
|III.Changed in the|||||||||
||376,770,483.00|-226,835,411.22|85.60|24,201,741.44|35,762,410.00|318,039,990.50|-1,713,075.19|526,226,224.13|
|current year|||||||||
|（1）Total|||||||||
|comprehensive|||85.60|||353,802,400.50|-545,510.80|353,256,975.30|
|income|||||||||
|（II）Investment|||||||||
|or decreasing of|25,914,633.00|226,661,441.01||||||252,576,074.01|
|capital by owners|||||||||
|1．Ordinary Share|||||||||
|s invested by hare|25,914,633.00|217,585,355.72||||||243,499,988.72|
|holders|||||||||
|2．Holders of oth|||||||||
|er equity instrume|||||||||
|nts invested capital|||||||||
|3．Amount of|||||||||
|shares paid and|||||||||
|accounted as|||||||||
|owners’ equity|||||||||
|4．Other||9,076,085.29||||||9,076,085.29|
|（III）Profit|||||||||
||||||35,762,410.00|-35,762,410.00|-1,167,564.39|-1,167,564.39|
|allotment|||||||||
|1.Providing of|||||||||
||||||35,762,410.00|-35,762,410.00|||
|surplus reserves|||||||||
|2.Providing of|||||||||
|common risk|||||||||
|provisions|||||||||
|3．Allotment to the|||||||||

Sino Great Wall Co., Ltd. 2015 Annual Report
|||||||||
|-|-|-|-|-|-|-|-|
|owners (or||||||||
|shareholders)||||||||
|4．Other||||||-1,167,564.39|-1,167,564.39|
|(IV) Internal||||||||
|transferring of||||||||
|owners’ equity||||||||
|1. Capitalizing of||||||||
|capital reserves (or||||||||
|to capital shares)||||||||
|2. Capitalizing of||||||||
|surplus reserves||||||||
|(or to capital||||||||
|shares)||||||||
|3．Making up||||||||
|losses by surplus||||||||
|reserves.||||||||
|4. Other||||||||
|(V). Special||||||||
||||24,201,741.44||||24,201,741.44|
|reserves||||||||
|1. Provided this||||||||
||||34,558,557.84||||34,558,557.84|
|year||||||||
|2．Used this term|||-10,356,816.40||||-10,356,816.40|
|（VI）Other|350,855,850.00|-453,496,852.23|||||-102,641,002.23|
|IV. Balance at the|||||||1,287,697,412.57|
||446,906,582.00|-50,367,862.22|46,014,941.54|85,109,816.23|761,747,010.21|-1,713,075.19||
|end of this term||||||||

 Amount in last year
Sino Great Wall Co., Ltd. 2015 Annual Report
In RMB
|||||||||||||||
|-|-|-|-|-|-|-|-|-|-|-|-|-|-|
||Amount in last year|||||||||||||
||Owner’s equity Attributable to the Parent Company|||||||||||||
|||Other Equity||||||||||||
|||instrusment||||Less:|Other|||Commo||Minor||
|Items|||||||||||||Total of owners’|
||Share Capital|preferred|||Capital reserves|Shares|Comprehe|Specialized|Surplus|n risk|Attributable|shareholders’|equity|
||||Sustai|Othe||in|nsive|reserve|reserves|provisio|profit|equity||
|||stock|nable|r||stock|Income|||n||||
||||debt|||||||||||
|I.Balance at the||||||||||||||
||70,136,099.00||||176,467,549.00|||40,226,248.81|30,658,666.98||275,538,254.51||593,026,818.30|
|end of last year||||||||||||||
|Add: Change of||||||||||||||
|accounting||||||||||||||
|policy||||||||||||||
|Correcting of||||||||||||||
|previous errors||||||||||||||
|Merger of entities||||||||||||||
|under common||||||||||||||
|control||||||||||||||
|Other||||||||||||||
|II.Balance at the||||||||||||||
|beginning of|70,136,099.00||||176,467,549.00|||40,226,248.81|30,658,666.98||275,538,254.51||593,026,818.30|
|current year||||||||||||||
|III.Changed in the||||||||||||||
||||||||-85.60|-18,413,048.71|18,688,739.25||168,168,765.20||168,444,370.14|
|current year||||||||||||||
|（1）Total||||||||||||||
||||||||-85.60||||186,857,504.45||186,857,418.85|
|comprehensive||||||||||||||

Sino Great Wall Co., Ltd. 2015 Annual Report
||||
|-|-|-|
|income|||
|（II）Investment|||
|or decreasing of|||
|capital by owners|||
|1．Ordinary Share|||
|s invested by hare|||
|holders|||
|2．Holders of oth|||
|er equity instrume|||
|nts invested capital|||
|3．Allotment to the|||
|owners (or|||
|shareholders)|||
|4．Other|||
|（III）Profit|||
||18,688,739.25|-18,688,739.25|
|allotment|||
|1.Providing of|||
||18,688,739.25|-18,688,739.25|
|surplus reserves|||
|2.Providing of|||
|common risk|||
|provisions|||
|3．Allotment to the|||
|owners (or|||
|shareholders)|||
|4．Other|||
|(IV) Internal|||
|transferring of|||

Sino Great Wall Co., Ltd. 2015 Annual Report
|||||||||
|-|-|-|-|-|-|-|-|
|owners’ equity||||||||
|1. Capitalizing of||||||||
|capital reserves (or||||||||
|to capital shares)||||||||
|2. Capitalizing of||||||||
|surplus reserves||||||||
|(or to capital||||||||
|shares)||||||||
|3．Making up||||||||
|losses by surplus||||||||
|reserves.||||||||
|4. Other||||||||
|(V) Special||||||||
|||||-18,413,048.71|||-18,413,048.71|
|reserves||||||||
|1. Provided this||||||||
|||||29,063,209.57|||29,063,209.57|
|year||||||||
|2．Used this term||||47,476,258.28|||47,476,258.28|
|（VI）Other||||||||
|IV. Balance at the||||||||
||70,136,099.00|176,467,549.00|-85.60|21,813,200.10|49,347,406.23|443,707,019.71|761,471,188.44|
|end of this term||||||||

8. Statement of change inowner’s Equity of the Parent Company
Sino Great Wall Co., Ltd. 2015 Annual Report
Amount in this period
In RMB
|||||||||||||
|-|-|-|-|-|-|-|-|-|-|-|-|
||Amount in this period|||||||||||
|||Other Equity instrusment||||||||||
|||||||Less:|Other|||||
|Items||||||||Specialized|||Total of owners’|
||Share Capital|preferre|Sustai||Capital reserves|Shares in|Comprehensiv||Surplus reserves|Attributable profit||
|||||Other||||reserve|||equity|
|||d stock|nable|||stock|e Income|||||
||||debt|||||||||
|I.Balance at the|169,142,356.00||||31,606,598.00||-4,398,234.00||26,309,287.00|-96,164,557.00|126,495,450.00|
|end of last year||||||||||||
|Add: Change of||||||||||||
|accounting||||||||||||
|policy||||||||||||
|Correcting of||||||||||||
|previous errors||||||||||||
|Other||||||||||||
|II.Balance at the||||||||||||
|beginning of|169,142,356.00||||31,606,598.00||-4,398,234.00||26,309,287.00|-96,164,557.00|126,495,450.00|
|current year||||||||||||
|III.Changed in the|||||||||||3,093,177,092.0|
||277,764,226.00||||2,457,688,303.37||4,398,234.00|||353,326,328.72||
|current year|||||||||||9|
|（1）Total||||||||||||
|comprehensive|||||||4,398,234.00|||353,326,328.72|357,724,562.72|
|income||||||||||||
|（II）Investment or||||||||||||
||277,764,226.00||||2,457,688,303.37||||||2,735,452,529.3|
|decreasing of||||||||||||

Sino Great Wall Co., Ltd. 2015 Annual Report
|||||
|-|-|-|-|
|capital by owners|||7|
|1．Ordinary Share||||
||||2,721,699,983.8|
|s invested by hareh|277,764,226.00|2,443,935,757.84||
||||4|
|olders||||
|2．Holders of oth||||
|er equity instrume||||
|nts invested capital||||
|3．Allotment to the||||
|owners (or||||
|shareholders)||||
|4．Other||13,752,545.53|13,752,545.53|
|（III）Profit||||
|allotment||||
|1.Providing of||||
|surplus reserves||||
|2．Allotment to the||||
|owners (or||||
|shareholders)||||
|3．Other||||
|(IV)Internal||||
|transferring of||||
|owners’ equity||||
|1. Capitalizing of||||
|capital reserves (or||||
|to capital shares)||||
|2. Capitalizing of||||
|surplus reserves||||

Sino Great Wall Co., Ltd. 2015 Annual Report
|||||||
|-|-|-|-|-|-|
|(or to capital||||||
|shares)||||||
|3．Making up||||||
|losses by surplus||||||
|reserves.||||||
|4. Other||||||
|(V) Special||||||
|reserves||||||
|1. Provided this||||||
|year||||||
|2．Used this term||||||
|（VI）Other||||||
|IV. Balance at the|||||3,219,672,542.09|
||446,906,582.00|2,489,294,901.37|26,309,287.00|257,161,771.72||
|end of this term||||||

 Amount in last year
In RMB
|||||||||||||
|-|-|-|-|-|-|-|-|-|-|-|-|
||Amount in last year|||||||||||
|||Other Equity||||||||||
|||instrusment||||||||||
|||||||Less:|Other|||||
|Items||||||||Specialized|||Total of owners’|
||Share Capital|preferre|Sustai|Other|Capital reserves|Shares in|Comprehensiv|reserve|Surplus reserves|Attributable profit|equity|
|||d stock|nable|||stock|e Income|||||
||||debt|||||||||
|I.Balance at the|169,142,356.00||||31,606,598.00||-4,398,234.00||26,309,287.00|-91,500,667.00|131,159,340.00|
|end of last year||||||||||||
|Add: Change of||||||||||||

Sino Great Wall Co., Ltd. 2015 Annual Report
||||||||
|-|-|-|-|-|-|-|
|accounting|||||||
|policy|||||||
|Correcting of|||||||
|previous errors|||||||
|Other|||||||
|II.Balance at the|||||||
|beginning of|169,142,356.00|31,606,598.00|-4,398,234.00|26,309,287.00|-91,500,667.00|131,159,340.00|
|current year|||||||
|III.Changed in the|||||||
||||||-4,663,890.00|-4,663,890.00|
|current year|||||||
|（1）Total|||||||
|comprehensive|||||-4,663,890.00|-4,663,890.00|
|income|||||||
|（II）Investment or|||||||
|decreasing of|||||||
|capital by owners|||||||
|1．Ordinary Share|||||||
|s invested by hareh|||||||
|olders|||||||
|2．Holders of oth|||||||
|er equity instrume|||||||
|nts invested capital|||||||
|3．Allotment to the|||||||
|owners (or|||||||
|shareholders)|||||||
|4．Other|||||||
|（III）Profit|||||||

Sino Great Wall Co., Ltd. 2015 Annual Report
||
|-|
|allotment|
|1.Providing of|
|surplus reserves|
|2．Allotment to the|
|owners (or|
|shareholders)|
|3．Other|
|(IV)Internal|
|transferring of|
|owners’ equity|
|1. Capitalizing of|
|capital reserves (or|
|to capital shares)|
|2. Capitalizing of|
|surplus reserves|
|(or to capital|
|shares)|
|3．Making up|
|losses by surplus|
|reserves.|
|4. Other|
|(V) Special|
|reserves|
|1. Provided this|
|year|
|2．Used this term|
|（VI）Other|

Sino Great Wall Co., Ltd. 2015 Annual Report
||||||||
|-|-|-|-|-|-|-|
|IV. Balance at the|||||||
||169,142,356.00|31,606,598.00|-4,398,234.00|26,309,287.00|-96,164,557.00|126,495,450.00|
|end of this term|||||||

Sino Great Wall Co., Ltd. 2015 Annual Report