神州B：2018年年度报告（英文版）.PDF

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1、 Sino Great Wall Co., Ltd. 2018 Annual Report 1 Sino Great Wall Co., Ltd. 2018 Annual Report April 2019 Sino Great Wall Co., Ltd. 2018 Annual Report 2 I. Important Notice, Table of Contents and Definitions The Board of Directors and the directors, Supervisory Committee and supervisors and Senior Exe

2、cutives 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

3、. 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

4、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

5、 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

6、plans for the future and other forward-looking statements mentioned Sino Great Wall Co., Ltd. 2018 Annual Report 3 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

7、 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. Sino

8、 Great Wall Co., Ltd. 2018 Annual Report 4 Table of Contents I. Important Notice, Table of Contents and Definitions . 2 II. Basic Information of the Company and Financial index . 6 IV. Managements Discussion and Analysis . 16 V. Important Events . 44 VI. Change of share capital and shareholding of P

9、rincipal 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

10、. 355 Sino Great Wall Co., Ltd. 2018 Annual Report 5 Definition Terms to be defined Refers to Definition Company Law Refers to Company Law of the Peoples Republic of China Securities Law Refers to Securities Law of the Peoples Republic of China “CSRC” Refers to China Securities Regulatory Commission

11、 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

12、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

13、Crown Investment Co., Ltd. Baden-Baden Hospital Refers to Acura Kliniken Baden-Baden GmbH Sino Great Wall Co., Ltd. 2018 Annual Report 6 II. Basic Information of the Company and Financial index ICompany Information Stock abbreviation: Sino Great Wall; Sino-B Stock code： 000018; 200018 Change of stoc

14、k Abbreviation（If any） Nil 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, K

15、uiyong Town, Longgang District, Shenzhen Postal code of the Registered Address 518119 Office Address Sino Great Wall Building, No.3 Jinxiu Street,Economic Technology Development Zone , Beijing Postal code of the office address 100176 Internet Web Site E-mail II. Contact person and contact manner Boa

16、rd secretary Securities affairs Representative Name Yang Chunling Sun Yu Contact address Sino Great Wall Building, No.3 Jinxiu Street,Economic Technology Development Zone , Beijing Sino Great Wall Building, No.3 Jinxiu Street,Economic Technology Development Zone , Beijing Tel 010-89045855 010-890458

17、55 Fax 010-89045856 010-89045856 E-mail III. Information disclosure and placed Newspapers selected by the Company for information Securities Times and Hongkong Commercial Daily. Sino Great Wall Co., Ltd. 2018 Annual Report 7 disclosure Internet website designated by CSRC for publishing the Annual re

18、port of the Company http: / info. com. cn The place where the Annual report is prepared and placed Securities Department, Sino Great Wall Building, No.3 Jinxiu Street, Economic Technology Development Zone, Beijing IV. Changes in Registration Organization Code 91440300618801483A Changes in principal

19、business activities since listing (if any) Nil Changes is the controlling shareholder in the past (is any) Nil V. Other Relevant Information CPAs engaged Name of the CPAs Reanda Certified Public Accountants LLP Office address： 11/F, Building E, Sino-Ocean International, No.210, Ciyuansi Beili, Chaoy

20、ang District, Beijing, PRC Names of the Certified Public Accountants as the signatories Wang Xinyu, Zhou Zhonghua 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 supe

21、rvision and guide Huatai United Securities Co., Ltd. 6/F, A Unit, Fengming International Building, No.22, Fengsheng Hutong, Xicheng District, Beijing Wu Wenmin, Fang Yuhui September 27, 2015 to December 31, 2018 The Financial advisor performing persist ant supervision duties engaged by the Company i

22、n the reporting period Applicable Not applicable Advisor Name Office address Representatives Period of supervision and guide Huatai United Securities Co., Ltd. 6/F, A Unit, Fengming International Building, No.22, Fengsheng Hutong, Xicheng District, Beijing Wu Wenmin, Fang Yuhui September 27, 2015 to

23、 December 31, 2018 VI. Summary of Accounting data and Financial index May the Company make retroactive adjustment or restatement of the accounting data of the previous years Sino Great Wall Co., Ltd. 2018 Annual Report 8 Yes No 2018 2017 Changed over last year (%) 2016 Operating revenue 2,426,987,68

24、7.02 6,497,124,980.52 -62.65% 4,664,999,117.17 Net profit attributable to the shareholders of the listed company (Yuan) -1,704,739,736.40 380,090,990.82 -548.51% 473,661,862.67 Net profit after deducting of non-recurring gain/loss attributable to the shareholders of listed company (Yuan) -1,411,440,

25、495.34 377,087,197.69 -474.30% 470,274,602.37 Net cash flow generated by business operation, net (Yuan) 827,879,055.45 -1,781,868,618.65 -146.46% -1,687,875,813.94 Basic earning per share (Yuan/Share) -1.004 0.220 -560.45% 0.28 Diluted gains per share (Yuan/Share) -1.004 0.220 -560.45% 0.28 Net asse

26、t earning ratio (%) -142.85% 19.35% -162.20% 31.18% End of 2018 End of 2017 Changed over last year (%) End of 2016 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 (Yuan) 235,202,473.51 2,151,482,467.52 -89.07% 1,7

27、77,948,117.49 VII. The differences between domestic and international accounting standards 1Simultaneously 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 Non

28、-existence 2. Differences of net profit and net assets disclosed in financial reports prepared under overseas and Chinese accounting standards. ApplicableNot applicable Non-existence Sino Great Wall Co., Ltd. 2018 Annual Report 9 VIII. Main Financial Index by Quarters Unit: Yuan First quarter Second

29、 quarter Third quarter Fourth quarter Operating income 923,442,740.92 663,528,834.32 672,083,613.81 167,932,497.97 Net profit attributable to the shareholders of the listed company 218,523,628.75 -74,524,173.03 -118,516,821.76 -1,730,222,370.36 Net profit after deducting of non-recurring gain/loss a

30、ttributable to the shareholders of listed company 56,977,615.63 -65,023,592.77 -144,157,168.17 1,284,719,983.995 Net Cash flow generated by business operation 809,676,459.22 288,487,906.41 189,148,952.32 459,434,262.506 Whether significant variances exist between the above financial index or the ind

31、ex with its sum and the financial index of the quarterly report as well as semi-annual report index disclosed by the Company. Yes No IX. Items and amount of non-current gains and losses Applicable Not applicable Unit: Yuan Items Amount (2018) Amount (2017) Amount (2016) Notes Non-current asset dispo

32、sal gain/loss (including the write-off part for which assets impairment provision is made) -1,181,511.77 -150,250.00 -564,833.40 Government subsidy recognized in current gain and loss (excluding those closely related to the Companys business and granted under the states policies) 105,536,702.00 2,21

33、1,128.89 108,121.33 Profit due to the situation where investment costs for the company to obtain subsidiaries, associates and joint ventures are lower than the enjoyable fair Value of identifiable net assets of investees when making investments 1,783,284.99 Profit/loss on fair value changes of trans

34、actional financial assets and liabilities & investment profit on disposal of transactional financial assets and liabilities as well as financial assets available for 443,065.98 Sino Great Wall Co., Ltd. 2018 Annual Report 10 sale, except for effectively hedging business related to normal business op

35、erations for the Company Other non-operating income and expenditure except for the aforementioned items -397,654,450.87 1,444,308.74 5,296,814.65 Less: Amount of influence of income tax 501,394.50 3,668,000.60 Influenced amount of minor shareholders equity (after tax) -19.58 11,192.65 Total -293,299

36、,241.06 3,003,793.13 3,387,260.30 - For the Companys non-recurring gain/loss items as defined in the Explanatory Announcement No.1 on information disclosure for Companies Offering their Securities to the Public-Non-recurring Gains and Losses and its non-recurring gain/loss items as illustrated in th

37、e 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 item

38、s recognized as recurring gain /loss/items as defined by the information disclosure explanatory Announcement No.1- Non-recurring gain/loss in the report period. Sino Great Wall Co., Ltd. 2018 Annual Report 11 Sino Great Wall Co., Ltd. 2018 Annual Report 12 III. Business Profile .Main Business the Co

39、mpany is Engaged in During the Report Period Whether the company needs to comply with the disclosure requirements of the particular industry Yes Civil Engineering Construction The company shall comply with disclosure requirements in Shenzhen Stock Exchange Industry Information Disclosure Guidelines

40、No. 7-the Listed Company Engagement in Civil Engineering Construction Business (I) Company main business scope and business model Within the report period, the core business of Sino Great Wall is the engineering construction and medical treatment and health industry investment and management. The en

41、gineering construction mainly includes the international EPC and domestic PPP business. The medical treatment and health industry investment and management mainly comprises the hospitals and medical treatment operation management through engagement in the industry through several ways including acqu

42、isition of existing hospitals, construction of new hospitals as well as building and investing the hospital PPP project, etc. At present, the company business covers the house building, roads and bridges, power and chemical industry as well as medical treatment and health, etc. among many countries

43、and regions in Southeast Asia, the Middle East, South Asia and Africa, etc. The company mainly engages in the foreign engineering construction through EPC, namely contracting the whole process or several phases among the construction project design, purchase, construction and trail operation, etc. t

44、hrough integrating the high-quality resources at home and abroad. For the domestic engineering construction, the company mainly adopts PPP mode, namely the project operation mode through cooperation of the governmental and social capital. Under such mode, the government will select the social capita

45、l with the investment and operation management capacity through the competitive ways and both parties shall enter into the contract subject to the equality-based consultation principle, under which, the social capital shall provide public services and the government shall pay the consideration again

46、st the social capital based on the public service achievement assessment result. The Company business includes the project development, financing, design, procurement and construction, etc. and it will also participate in investment in and provision of operation services for high-quality projects wi

47、th good development prospect. (II) Engineering construction industry macro-situation, competition pattern and position in industry Foreign engineering: with the comprehensive advance of the “One Belt and One Road” initiative, the Company s contracted engineering projects industry for other countries

48、 is in the good growth momentum wholly with continuous expansion of the industry scale. During the reporting period, the company was awarded with the 138th medal in the “2018 ENR Top 250 International Contractors” (ranked 39th among Chinese enterprises and 1st among Chinese private enterprises). Acc

49、ording to statistics from the Ministry of Commerce and the State Administration of Foreign Exchange, Chinas industry-wide foreign direct investment in 2018 was USD 129.83 billion, with a year-on-year increase of 4.2%. Turnover from overseas contracted projects reached USD 169.04 billion, with a year

50、-on-year increase of 0.3%. The turnover of overseas contracted projects in 63 countries and regions along the “the Belt and Road” was USD 89.33 billion, accounting for 52% of the total for the same period. The Chinese government has continued to push forward the construction of the Belt and Road and