神州B：2016年年度报告（英文版）.PDF

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1、Sino Great Wall Co.,Ltd.2016 Annual Report1Sino Great Wall Co.,Ltd.2016Annual ReportApril 2017Sino Great Wall Co.,Ltd.2016 Annual Report2I.Important Notice,Table of Contents and DefinitionsThe Board of Directors and the directors,Supervisory Committee and supervisors and Senior Executives ofthe Comp

2、any hereby warrant that at the year,there are no misstatement,misleading representation or importantomissions in this report and shall assume joint and several liability for the authenticity,accuracy and completenessof the contents hereof.Mr.Chen Lue,The Company leader,Mrs.Cui Hongli,Chief financial

3、 officer and the Mrs.Xian Zhijuan,theperson in charge of the accounting department(the person in charge of the accounting)hereby confirm theauthenticity and completeness of the financial report enclosed in this annual report.All the directors attended the board meeting for reviewing the Annual Repor

4、t.BDO China Shu Lun Pan CPAs(Special General Partnership)has issued a standard unqualified audit report forthe company.In 2016,This annual report involves the forecasting description such as the future plans,and doesnot constitute the actual commitments of the company to the investors.The investors

5、should pay attention to theinvestment risks.The company has detailedly described the possible risks existed in the companys business operation and thecountermeasures,please refer to the contents about the possible risks for the companys future development in thefourth section-Discussion andAnalysis

6、of Business Operation in this report.The companys profit distribution plan for the year is:Based on the companys existing share capital of1,698,245,011 shares,its proposed that the company will distribute cash dividend of RMB 0.60 per 10 shares(taxinclusive),with no bonus shares and no increasing sh

7、ares by converting capital reserves into share capital.Sino Great Wall Co.,Ltd.2016 Annual Report3Table of ContentsI.Important Notice,Table of contents and DefinitionsII.Basic Information of the Company and Financial indexIII.Outline of Company BusinessIV.Managements Discussion andAnalysisV.Importan

8、t EventsVI.Change of share capital and shareholding of Principal ShareholdersVII.Situation of the Preferred SharesVIII.Information about Directors,Supervisors and Senior ExecutivesIX.Administrative structureX.Corporate BondXI.Financial ReportXII.Documents available for inspectionSino Great Wall Co.,

9、Ltd.2016 Annual Report4DefinitionTerms to be definedRefers toDefinitionCompany LawRefers to Company Law of the Peoples Republic of ChinaSecurities LawRefers to Securities Law of the Peoples Republic of China“CSRC”Refers to China Securities Regulatory CommissionCompany,The Company,Sino Great WallRefe

10、rs to Sino Great Wall Co.,Ltd.Sino InternationalRefers to Sino Great Wall International Engineering Co.,Ltd.BDORefers to BDO China Shu Lun Pan Certified PublicAccountants LLPSZSERefers to Shenzhen Stock ExchangeReporting periodRefers to January 1,2016 to December 31,2016Yatian DecorationRefers to Sh

11、enzhen Yatian Decoration Design Engineering Co.,Ltd.Union DevelopmentRefers to Union Development Group Co.,Ltd.Union HoldingsRefers to Union Holdings Co.,Ltd.Rich Crown InvestmentRefers to Rich Crown Investment Co.,Ltd.Sino Great Wall Co.,Ltd.2016 Annual Report5II.Basic Information of the Company an

12、d Financial indexICompany InformationStock abbreviation:Sino Great WallSino-BStock code：000018200018Change of stockAbbreviation（If any）NilStock exchange for listingShenzhen Stock ExchangeName in Chinese神州长城股份有限公司ChineseAbbreviation神州长城神州 BEnglish name(If any)Sino Great Wall Co.,Ltd.EnglishAbbreviati

13、on(If any)Sino Great WallSino-BRegistered address26 Kuipeng Road,Kuiyong Town,Longgang District,ShenzhenPostal code of the RegisteredAddress518119Office AddressSino Great Wall Building,No.3 Jinxiu Street,Economic Technology Development Zone,BeijingPostal code of the officeaddress100176Internet Web S

14、E-II.Contact person and contact mannerBoard secretarySecurities affairs RepresentativeNameYang ChunlingLiu GuofaContact addressSino Great Wall Building,No.3 JinxiuStreet,Economic Technology DevelopmentZone,BeijingSino Great Wall Building,No.3 JinxiuStreet,Economic Technology DevelopmentZone,BeijingT

15、el010-89045855010-89045855Fax010-89045856010-89045856E-III.Information disclosure and placedNewspapers selected by the Company for informationdisclosureSecurities Times and Hongkong Commercial Daily.Internet website designated by CSRC for publishingtheAnnual report of the Companyhttp:/The place wher

16、e theAnnual report is prepared andplacedSecutities Department,Sino Great Wall Building,No.3 JinxiuStreet,Economic Technology Development Zone,BeijingSino Great Wall Co.,Ltd.2016 Annual Report6IV.Changes in RegistrationOrganization Code91440300618801483AChanges in principal business activitiessince l

17、isting(if any)On October 13,2015,the company held the 26thboard meeting of the sixth sessionboard of directors,at which the Proposal on Alteration of the Companys BusinessScope was examined and approved.In the light of the major asset restructuringconducted by the company,the main business of the co

18、mpany shall be significantlychanged.In order to meet the companys development requirements,the companyplanned to change the companys business scope to“Engineering design andconstruction,infrastructure investment,new energy construction and investment,medicalinvestment,lifetechnologyresearchanddevelo

19、pment,equipmentmanufacturing,defense equipment,financial investment and real estate development(Finally,the business scope shall be the business scope approved by the Administrationfor Industry and Commerce)from the original business scope of“Production andoperation of the textile industry products

20、and its required raw materials,accessories,machinery and equipment,all kinds of fabrics and clothing and providing relatedservices(Do not contain the products included in the existing license management,ifhas a license,then it will execute by the license).The Proposal on Alteration of theCompanys Bu

21、siness Scope was examined and approved in the 2015 secondextraordinary general shareholder meeting which was convened on October 29,2015,Changes is the controlling shareholder inthe past(is any)On October 14,2015,the company completed the share-issuing of a total of251,849,593 shares issued to 17 tr

22、ansaction objects such as Chen Lue for purchasingrelated assets,of which the issuing price is RMB 9.84 per share.Of which Chen LueHoldings held 138,340,890 shares,taking for 32.86%of the companys share capital,The Largest shareholder of the company was changed to Mr.Chen Lue form UnionHoldings Co.,L

23、td.And the actual controller of the Compnay was changed to Mr.Chen Luefrom Union Developemnt Co.,Ltd.On Nov 27,2015,the company completed the non-public share-issuing to purchase theassets and raise the matching funds.The total share quantity of the non-publicshare-issuing for raising funds is 25,91

24、4,633 shares,with issuing price of RMB 9.84per share,of which Chen Lue subscribed 14,735,772 shares of the newly increasingshares.After completing the non-public share-issuing,the companys total share capitalshall be changed to 446,906,582 shares,of which Mr.Chen Lue holds 153,076,662shares,taking f

25、or 34.25%of the companys total share capital,remained as thecompanys actual controlling shareholder and the actual controller.On May 6,2016,the company held the sharelolders meeting in 2016,at which theProposal concerning preplan for profit Distribution and Dividend Distribution for 2015o was examin

26、ed and approved.upon the base of total share capital of 446,906,582shares on the date of December 31,2015,28 shares were increased for every 10 sharesto all the shareholders by converting capital reserve into share capital,so the total shareSino Great Wall Co.,Ltd.2016 Annual Report7capital were 1,6

27、98,245,011 shares after such share increasing by converting capitalreserve into share capital.of which Mr.Chen Lue holds 582,944,556 shares,taking for34.33%of the companys total share capital,remained as the companys actualcontrolling shareholder and the actual controller.V.Other Relevant Informatio

28、nCPAs engagedName of the CPAsBDO China Shu Lun Pan Certified PublicAccountants LLPOffice address：10/F of the No.7 Building,No16Yard,Mid of West 4thRing Road,Haidian DDistrict,BeijingNames of the Certified PublicAccountants as the signatoriesLiao Jiahe,Xu ShibaoThe sponsor performing persist ant supe

29、rvision duties engaged by the Company in the reporting period.Applicable Not applicableSponsor nameOffice addressRepresentativesPeriod of supervision and guideHuatai United Securities Co.,Ltd.6/F,AUnit,FengmingInternational Building,No.22,Fengsheng Hutong,XichengDistrict,BeijingJia Chunhao,Mao Dawei

30、,WuWenminSeptember 27,2015 toDecember 31,2018The Financial advisor performing persist ant supervision duties engaged by the Company in the reporting periodApplicable Not applicableAdvisor NameOffice addressRepresentativesPeriod of supervision and guideHuatai United Securities Co.,Ltd.6/F,AUnit,Fengm

31、ingInternational Building,No.22,Fengsheng Hutong,XichengDistrict,BeijingJia Chunhao,Mao Dawei,WuWenminSeptember 27,2015 toDecember 31,2018VI.Summary of Accounting data and Financial indexMay the Company make retroactive adjustment or restatement of the accounting data of the previous years due tocha

32、nge of the accounting policy and correction of accounting errors.Yes No20162015Changed over last year（）2014Operating Gross income（RMB）4,664,999,117.174,010,358,999.5816.32%2,754,684,893.91Net profit attributable to theshareholders of the listed company（RMB）473,661,862.67346,648,651.4836.64%186,857,5

33、04.45Net profit after deducting ofnon-recurring gain/loss attributable470,274,602.37347,196,614.6835.45%183,801,389.95Sino Great Wall Co.,Ltd.2016 Annual Report8to the shareholders of listedcompany（RMB）Cash flow generated by businessoperation,net（RMB）-1,687,875,813.94-292,051,257.08-30.00%163,847,38

34、9.34Basic earning pershare(RMB/Share)0.280.4-30.00%0.74Diluted gains pershare(RMB/Share)(RMB/Share)0.280.40-30.00%0.74Net asset earning ratio（%）31.18%34.52%-3.34%24.54%End of 2016End of2015Changed over last year（）End of 2014Gross assets（RMB）7,986,178,961.634,017,462,824.6398.79%2,447,572,750.57Net a

35、ssets attributable toshareholders of the listed company（RMB）1,777,948,117.491,282,256,738.7438.66%761,471,188.44.The differences between domestic and international accounting standards1Simultaneously pursuant to both Chinese accounting standards and international accounting standardsdisclosed in the

36、 financial reports of differences in net income and net assets.Applicable Not applicable2.Differences of net profit and net assets disclosed in financial reports prepared under overseas andChinese accounting standards.ApplicableNot applicable.Main Financial Index by QuartersIn RMBFirst quarterSecond

37、 quarterThird quarterFourth quarterOperating income924,667,155.551,028,907,599.961,280,022,467.681,431,401,893.98Net profit attributable to theshareholders of the listed company76,587,282.98125,712,133.66100,866,553.43170,495,892.60Net profit after deducting ofnon-recurring gain/loss attributableto

38、the shareholders of listedcompany76,587,282.9899,349,882.17100,801,973.68193,535,463.54Net Cash flow generated bybusiness operation-318,972,753.01-937,643,206.19-429,722,866.27-1,536,988.47Sino Great Wall Co.,Ltd.2016 Annual Report9Whether significant variances exist between the above financial inde

39、x or the index with its sum and the financialindex of the quarterly report as well as semi-annual report index disclosed by the Company.YesNo.Items and amount of non-current gains and lossesApplicableNot applicableIn RMBItemsAmount(2016)Amount(2015)Amount(2014)NotesNon-current asset disposalgain/los

40、s(including the write-off part forwhich assets impairment provision is made)-564,833.40-81,112.15-137,889.40Govemment subsidy recognized incurrentgain and loss(excluding those closelyrelated to the Companys business andgranted under the states policies)108,121.33342,246.00Capital occupation charges

41、onnon-financialenterprises that are charged tothe profit/loss for the reporting period5,214,416.45Profit due to the situation whereinvestmentcosts for the company to obtainsubsidiaries,assoiates and joint venturesare lower than the enjoyable fair Value ofindetifiable net assets of investees whenmaki

42、ng investments1,783,284.99Profit/loss on fair value changes oftransactional financial assets and liabilities&investment profit on disposal oftransactional financial assets and liabilitiesas well as financial assets available for sale,except for effectively hedging businessrelated to normal business

43、operations fo theCompany443,065.9860,407.78Non-operating incomeand expense otherthan the above5,296,814.65-905,796.34-1,062,500.49Less:Amount of influence of income tax3,668,000.60-96,699.291,018,319.8411,192.65Total3,387,260.30-547,963.203,056,114.50For the Companys non-recurring gain/loss items as

44、 defined in the Explanatory Announcement No.1 oninformation disclosure for Compaines Offering their Securities to the Public-Non-recurring Gains and Losses andits non-recurring gain/loss items as illustrated in the Explanatory Announcement No.1 on information DisclosureSino Great Wall Co.,Ltd.2016 A

45、nnual Report10for Companies offering their securities to the public-non-recurring Gains and losses which have been defined asrecurring gains and losses,it is necessary to explain the reason.Applicable Not applicableSino Great Wall Co.,Ltd.2016 Annual Report11III.Outline of Company Business.Main Busi

46、ness the Company is Engaged in During the Report PeriodWhether the company needs to comply with the disclosure requirements of the particular industryNoSino Great Walls main business has two aspects:the first is construction of engineering projects,and thesecond is medical&health industry investment

47、 and management.The business of construction of engineeringprojects mainly includes international and domestic large-scale project contracting,with the international businessmainly centering on the countries and regions along“One Belt,One Road”,and currently,the internationalbusiness covers many cou

48、ntries and regions such as the Middle East,Southeast Asia and Africa.The Businessscope covers building project,infrastructure project,commercial complex project etc.For the domestic business,with the companys continuous improvement of construction qualifications,the companys construction income inPP

49、P projects,building construction,municipal Engineering,infrastructure and new energy field has gradually tookthe dominant position,while the proportion of income of pure decoration business slightly decreased.The medical&health industry investment and management mainly adopts a number of ways such a

50、s the acquisition of theexisting hospital,the construction of the new hospital and operating hospital PPP project to enter the operationand management of medical&health industry,thus to achieve the development of both the construction businessand the medical&health business.Currently,the companys co