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Sino Great Wall Co., Ltd. 2018 Annual Report

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Sino Great Wall Co., Ltd. 2018 Annual Report Sino Great Wall Co., Ltd. 2018 Annual Report Sino Great Wall Co., Ltd. 2018 Annual Report April 2019 1 Sino Great Wall Co., Ltd. 2018 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, Ms. Yang Chunling, Chief Financial Officer and 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. Directors apart from the below mentioned have attended the Meeting for annual report deliberation: Absent Director Name Absent Director Title Absent Reason Attorney Name Jiang Chongguang Independent Director Work Arrangements Yu Haichun Due to the inability to obtain sufficient and appropriate audit evidence as the basis for expressing audit opinions on the financial statements, Reanda Public Certified Accountants (LLP) issued an audit report that could reservation opinions on the company. The board of directors and the board of supervisors of the Company have made detailed explanations on relevant matters, to which investors shall pay attention. Any plans for the future and other forward-looking statements mentioned 2 Sino Great Wall Co., Ltd. 2018 Annual Report in this Report shall Not be considered as absolute promises of the Company to investors. Therefore, investors are kindly reminded to pay attention to possible investment risks. Possible risks faced by the Company and countermeasures have been explained in “Operating Performance Discussion and Analysis” herein, which investors are kindly reminded to pay attention to. The Company has no plan of cash dividends carried out, bonus issued and capitalizing of common reserves either. 3 Sino Great Wall Co., Ltd. 2018 Annual Report Table of Contents I. Important Notice, Table of Contents and Definitions ........................................................................................................................... 2 II. Basic Information of the Company and Financial index ..................................................................................................................... 6 IV. Management’s Discussion and Analysis .......................................................................................................................................... 16 V. Important Events ............................................................................................................................................................................... 44 VI. Change of share capital and shareholding of Principal Shareholders ............................................................................................ 148 VII. Situation of the Preferred Shares .................................................................................................................................................. 156 VIII. Information about Directors, Supervisors and Senior Executives ............................................................................................... 157 IX. Administrative structure ................................................................................................................................................................ 171 X. Specifications on Company Securities ............................................................................................................................................ 183 XI. Financial Statements ..................................................................................................................................................................... 184 XII. Documents Available for Inspection ............................................................................................................................................ 355 4 Sino Great Wall Co., Ltd. 2018 Annual Report Definition Terms to be defined Refers to Definition Company Law Refers to Company Law of the People’s Republic of China Securities Law Refers to Securities Law of the People’s Republic of China “CSRC” Refers to China Securities Regulatory Commission Company, The Company, Sino Great Wall Refers to Sino Great Wall Co., Ltd. Sino International Refers to Sino Great Wall International Engineering Co., Ltd. Reanda Refers to Reanda Certified Public Accountants LLP SSE Refers to Shenzhen Stock Exchange Shenzhen Regulatory Authority Refers to Shenzhen Regulatory Authority of China Securities Regulatory Commission Reporting period Refers to January 1, 2018 to December 31, 2018 Wuhan Commercial Worker Hospital Refers to Wuhan Commercial Worker Hospital Co., Ltd. Union Holdings Refers to Union Holdings Co., Ltd. Rich Crown Investment Refers to Rich Crown Investment Co., Ltd. Baden-Baden Hospital Refers to Acura Kliniken Baden-Baden GmbH 5 Sino Great Wall Co., Ltd. 2018 Annual Report II. Basic Information of the Company and Financial index I．Company Information Stock abbreviation: Sino Great Wall; Sino-B Stock code： 000018; 200018 Change of stock Abbreviation Nil （If any） 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 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 [email protected] II. Contact person and contact manner Board secretary Securities affairs Representative Name Yang Chunling Sun Yu 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 [email protected] [email protected] III. Information disclosure and placed Newspapers selected by the Company for information Securities Times and Hongkong Commercial Daily. 6 Sino Great Wall Co., Ltd. 2018 Annual Report 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 Securities Department, Sino Great Wall Building, No.3 Jinxiu Street, placed Economic Technology Development Zone, Beijing IV. Changes in Registration Organization Code 91440300618801483A Changes in principal business activities Nil since listing (if any) Changes is the controlling shareholder in Nil the past (is any) V. Other Relevant Information CPAs engaged Name of the CPAs Reanda Certified Public Accountants LLP 11/F, Building E, Sino-Ocean International, No.210, Ciyuansi Beili, Chaoyang District, Office address： Beijing, PRC Names of the Certified Public Wang Xinyu, Zhou Zhonghua 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, September 27, 2015 to Wu Wenmin, Fang Yuhui Ltd. Fengsheng Hutong, Xicheng 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, September 27, 2015 to Wu Wenmin, Fang Yuhui Ltd. Fengsheng Hutong, Xicheng 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 7 Sino Great Wall Co., Ltd. 2018 Annual Report □Yes √No Changed over last year 2018 2017 2016 (%) Operating revenue 2,426,987,687.02 6,497,124,980.52 -62.65% 4,664,999,117.17 Net profit attributable to the shareholders of the listed company -1,704,739,736.40 380,090,990.82 -548.51% 473,661,862.67 (Yuan) Net profit after deducting of non-recurring gain/loss attributable -1,411,440,495.34 377,087,197.69 -474.30% 470,274,602.37 to the shareholders of listed company (Yuan) Net cash flow generated by 827,879,055.45 -1,781,868,618.65 -146.46% -1,687,875,813.94 business operation, net (Yuan) Basic earning per share -1.004 0.220 -560.45% 0.28 (Yuan/Share) Diluted gains per share -1.004 0.220 -560.45% 0.28 (Yuan/Share) Net asset earning ratio (%) -142.85% 19.35% -162.20% 31.18% End of Changed over last year End of 2018 End of 2016 2017 (%) Gross assets 9,603,455,934.89 11,667,845,186.30 -17.69% 7,986,178,961.63 Net assets attributable to shareholders of the listed company 235,202,473.51 2,151,482,467.52 -89.07% 1,777,948,117.49 (Yuan) 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
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