HAINAN PEARL RIVER HOLDINGS CO., LTD. SEMI-ANNUAL REPORT 2010 §1 Important Notice 1.1 The Board of Directors, the Supervisory Committee as well as directors, supervisors and senior management staffs of HaiNan Pearl River Holdings Co., Ltd. (hereinafter referred to as the Company) individually and collectively accept responsibility for the correctness, accuracy and completeness of the contents of this report and confirm that there are no material omissions or errors which would render any statement misleading. 1.2 The semi-annual financial report of the Company has not been audited. 1.3 Mr. Zheng Qing, Chairman of the Board as well as General Manager, Mr. Chen Binglian, Executive Deputy General Manager as well as Chief Financial Officer, and Mr. Yang D aoliang, Manager of Financial Department hereby confirm that the Financial Report enclosed in the Semi-annual Report is true and complete. §2 Company Profile 2.1 Basic information Short form of the stock ST Pearl River, ST Pearl River B Stock code 000505、200505 Stock exchange listed with Shenzhen Stock Exchange Secretary to the Board Securities Affairs Representative Name Yu Cuihong He Yan Contact address 29/F, Royal Empire Building, Pearl River Plaza, Binhai Avenue, Haikou 29/F, Royal Empire Building, Pearl River Plaza, Binhai Avenue, Haikou Tel. 0898-68581888 ext. 0898-68581888 ext. Fax. 0898-68583021 0898-68583021 E-mail hnpearlriver@21cn.net hnpearlriver@21cn.net2.2 Major financial data and indexes 2.2.1 Major accounting data and financial indexes Unit: RMB Yuan At the end of the report period At the period-end of last year Increase/decrease compared with the period-end of last year (%) Total assets 1,491,639,839.96 2,033,695,297.92 -26.65% Owners’ equity attributable to shareholders of list companies 536,085,938.10 653,104,424.27 -17.92% Share capital 426,745,404.00 426,745,404.00 0.00% Net asset per share attributable to shareholders of list companies (Yuan/share) 1.2562 1.5304 -17.92% In the report period (Jan.-Jun.) The same period of last year Increase/decrease compared with the same period of last year (%) Operating revenue 544,036,572.15 48,037,860.58 1,032.52% Operating profit 69,209,013.89 83,656,958.37 -17.27% Total profit 70,805,496.99 83,591,061.49 -15.30% Net profit attributable to shareholders of listed companies 50,911,704.50 84,803,402.31 -39.97% Net profit attributable to shareholders of listed companies after deducting non-recurring gains and losses 40,581,004.88 -46,260,675.51 187.72% Basic earnings per share (Yuan/share) 0.12 0.20 -40.00% Diluted earnings per share (Yuan/share) 0.12 0.20 -40.00% Net return on equity (%) 8.56% 23.02% -14.46% Net cash flow from operating activities 142,650,825.02 36,604,404.48 289.71% Net cash flow from operating activities per share (Yuan/share) 0.3343 0.0858 289.63% 2.2.2 Items of non-recurring gains and losses √Applicable □Inapplicable Unit: RMB Yuan Items of non-recurring gains and losses Amount Gains and losses from disposal of non-current assets 1,677,640.69 Capital occupation fee received from non-financial enterprises and recorded into current gains and losses 8,870,206.76 Other non-operating incomes and expenses besides the items above -81,157.59 Effect on income tax -106,046.72 Effect on minority interest income -29,943.52 Total 10,330,699.622.2.3 Difference between PRC GAAP and IFRS √Applicable □Inapplicable Unit: RMB Yuan Net profit attributable to shareholders of listed company Owners’ equity attributable to shareholders of listed company Amount of this period Amount of the same period of last year Closing amount Opening amount Based on IFRS 50,911,704.50 84,803,402.31 534,748,938.00 651,767,424.00 Based on CAS 50,911,704.50 84,803,402.31 536,085,938.10 653,104,424.27 Adjustment based on IFRS: -Adjustment on amortization of land use right 0.00 0.00 -1,337,000.10 -1,337,000.27 Total difference based on CAS and IFRS 0.00 0.00 -1,337,000.10 -1,337,000.27 Explanation on difference based on CAS and IFRS Before execution of the CAS 2006, original land use right in the item of construction in process was amortized according to the IFRS. §3 Changes in Share Capital and Particulars about Shareholders 3.1 Changes in share capital √Applicable □Inapplicable Unit: Share Before the change Increase/decrease in this time (+, - ) After the change Number Proportion New shares issued Bonus shares Capitalizatio n of public reserves Others Subtotal Number Proportion I. Shares subject to trading moratorium 3,924,131 0.92% -2,599,000 -2,599,000 1,325,131 0.31% 1. Shares held by the state 2. Shares held by state-owned corporation 0 0.00% 0 0 0 0.00% 3. Shares held by other domestic investor 3,898,500 0.91% -2,599,000 -2,599,000 1,299,500 0.30% Including: shares held by non-state-owned domestic corporation 3,898,500 0.91% -2,599,000 -2,599,000 1,299,500 0.30% Shares held by domestic natural person 4. Shares held by foreign investors Including: Shares held by foreign corporation Shares held by foreign natural person 5. Shares held by senior executives 25,631 0.01% 25,631 0.01% II. Shares not subject to trading moratorium 422,821,273 99.08% 2,599,000 2,599,000 425,420,273 99.69% 1. RMB ordinary shares 357,846,273 83.85% 2,599,000 2,599,000 360,445,273 84.46% 2. Domestically listed foreign shares 64,975,000 15.23% 64,975,000 15.23% 3. Foreign shares listed in domestic 4. Others III. Total shares 426,745,404 100.00% 426,745,404 100.00%3.2 Shares held by the top ten shareholders and top ten shareholders holding shares not subject to trading moratorium Unit: Share Total shareholders 51,152 Particulars about shares held by the top ten shareholders Name of shareholders Nature of shareholders Shareholding ratio Total shares held Number of shares held subject to trading moratorium Shares pledged or frozen Beijing Wanfa Real Estate Development Co., Ltd. State-owned corporation 26.36% 112,479,478 0 0 Wang Shuai Domestic natural person 0.54% 2,300,000 0 0 Hebei Securities Co., Ltd. State-owned corporation 0.48% 2,060,000 0 0 Zhang Xiaoxia Domestic natural person 0.46% 1,949,250 0 0 Wang Shuxia Domestic natural person 0.46% 1,947,641 0 0 Chen Yunxuan Domestic natural person 0.44% 1,898,822 0 0 Nanhua Finance Co., Ltd. Domestic non-state-owned corporation 0.30% 1,299,500 1,299,500 0 He Yuhong Domestic natural person 0.27% 1,155,381 0 0 Guangzhou Pearl River Industrial Group Co., Ltd. State-owned corporation 0.27% 1,150,000 0 0 Xu Daotian Domestic natural person 0.24% 1,043,431 0 0 Particulars about shares held by the top ten shareholders not subject to trading moratorium Name of shareholder Number of shares held subject to trading moratorium Type of shares Beijing Wanfa Real Estate Development Co., Ltd. 112,479,478 RMB ordinary shares Wang Shuai 2,300,000 RMB ordinary shares Hebei Securities Co., Ltd. 2,060,000 RMB ordinary shares Zhang Xiaoxia 1,949,250 Domestically listed foreign shares Wang Shuxia 1,947,641 RMB ordinary shares Chen Yunxuan 1,898,822 RMB ordinary shares He Yuhong 1,155,381 RMB ordinary shares Guangzhou Pearl River Industrial Group Co., Ltd. 1,150,000 RMB ordinary shares Xu Daotian 1,043,431 RMB ordinary shares Chen Zaiyan 1,039,910 RMB ordinary shares Related-party relationship or concerted action among shareholders above Among shareholders above, there exists no related-party relationship between the principal shareholder and other shareholders of the Company. Nor they are parties with concerted action as prescribed in the Information Disclosure Administrative Methods for Changes in Shareholding of Shareholders of Listed Companies. And it is unknown whether there exists related-party relationship among other shareholders and whether they are prescribed parties with concerted action.3.3 Changes in controlling shareholder and actual controller □Applicable √Inapplicable §4 Directors, Supervisors and Senior Management Staff 4.1 Changes in shares held by directors, supervisors and senior management staff □Applicable √Inapplicable §5 Report of the Board of Directors 5.1 Main operations classified according to industries or products Unit: RMB’0000 Yuan Main businesses classified according to industries Industry or product Operating income Operating cost Gross profit ratio (%) Increase/decreas e of operating income year-on-year (%) Increase/decreas e of operating cost year-on-year (%) Increase/decrease of gross profit ratio year-on-year (%) Sale of real estate 48,908.00 32,741.00 33.06% 11.00% 7.00% 30.74% Property management and service 3,463.00 2,992.00 13.60% 4.93% 2.38% 2.15% Travel and hotels service 1,949.00 884.00 54.64% 36.10% 3.71% 14.17% 5.2 Main businesses classified according to regions Unit: RMB’0000 Yuan Region Operating income Increase/decrease of operating income over last year (%) Hainan 13,535.00 189.90% Hubei 40,786.00 13.00% Shanghai 0.00 -100.00% 5.3 Explanation on reasons for changes in main operation and its structure □Applicable √Inapplicable 5.4 Reasons for significant changes in profitability (gross profit margin) of core business compared with the previous year √Applicable □Inapplicable Gross profit margin of real estate increased due to influence on confirm of i ncome from Wuhan Project, and sales amount of real estate was small year-on-year, there was no comparable; gross profit margin of travel and hotels service increased mainly because operating income from Sanya Wanjia Operating income increased year-on-year.5.5 Analysis to reasons of significant changes in profit breakdown compared with the previous year √Applicable □Inapplicable Profit of the current period was mainly from income of settlement of Wuhan Real Estate Project, while profit of the same period of last was from investment income arising transfer of 20,000,000 shares of Southwest Securities. 5.6 Utilization of the raised proceeds 5.6.1 Utilization of the raised proceeds □Applicable √Inapplicable 5.6.2 Change of projects □Applicable √Inapplicable 5.7 Business plan revised by the Board of Directors for the second half year of 2010 □Applicable √Inapplicable 5.8 Estimation on accumulative net profit from the beginning of the year to the end of next report period to be loss probably or the warning of its significant change compared with the corresponding period of the last year and explanation on reason □Applicable √Inapplicable 5.9 Explanation of the Board of Directors on “Non-standard Auditors’ Report” from the Certified Public Accountants in the report period □Applicable √Inapplicable 5.10 Explanation of the Board of Directors on changes and solutions of the issues involved in “Non-standard Auditors’ Report” from the Certified Public Accountants in the last year □Applicable √Inapplicable §6 Significant Events 6.1 Acquisition and sales of assets and assets restructure 6.1.1 Assets acquired □Applicable √Inapplicable6.1.2 Assets sold □Applicable √Inapplicable 6.1.3 Progress of these events and its influence on the operating results and financial status in the report period after the report on assets restructure or public notice on acquisition and sales of assets being published □Applicable √Inapplicable 6.2 Guarantees □Applicable √Inapplicable 6.3 Non-operating current related credits and liabilities √Applicable □Inapplicable Unit: RMB Yuan Items Related party Closing balance Opening balance Other accounts payable Beijing Xinxing Real Estate Development General Company 152,540,447.0 0 152,540,447.00 Beijing Wanfa Real Estate Development Co., Ltd. 81,725,000.00 81,725,000.00 Beijing Yulong Jisheng Real Estate Co., Ltd. 1,500,000.00 1,500,000.00 Interest payable Beijing Xinxing Real Estate Development General Company 44,269,015.64 40,114,903.69 Beijing Wanfa Real Estate Development Co., Ltd. 22,042,765.43 19,934,761.80 Including: Amount occurred and balance that the Company provided funds to the controlling shareholder and its subsidiaries was RMB 0.00 and RMB 0.00 respectively in the reporting period. 6.4 Material lawsuits and arbitrations □Applicable √Inapplicable 6.5 Other significant events and explanation on analysis to their influences and solutions □Applicable √Inapplicable 6.5.1 Securities investment □Applicable √Inapplicable 6.5.2 Equity of other listed companies held by the Company √Applicable □Inapplicable Unit: RMB Yuan Securities code Short form Initial investment amount Proportion of equity of the Company Book value at the period-end Changes in owner’s equity in the report period Subject of accounting calculation Source 600369 Southwest securities 150,000,000.00 1.75% 405,317,500.00 -226,100,000.00 Long-term equity investment Buy shares directly Total 150,000,000.00 - 405,317,500.00 -226,100,000.00 - -6.5.3 Non-operating capital occupation by principal shareholders and i ts affiliated enterprises and progress of debt repayment □Applicable √Inapplicable 6.5.4 Implementation of commitments made by the Company, as well as its shareholders and actual controller □Applicable √Inapplicable 6.5.5 Pre-plan of the Board of Directors for profit distribution or turning capital reserves into share capital √Applicable □Inapplicable Neither the Company will execute profit distribution, nor will transfer public reserves to share capital. 6.5.6 Items of other comprehensive income Unit: RMB Yuan Items Occurred amount in this period Occurred amount in the last period 1. Profits/(losses) from available-for-sale financial assets -226,100,000.00 534,759,623.99 Less: Effects on income tax generating from available-for-sale financial assets -56,525,000.00 120,863,750.00 Net amount transferred into profit and loss in the current period that recognized into other comprehensive income in prior period Subtotal -169,575,000.00 413,895,873.99 2. Interests in the investee entities’ other comprehensive income as per equity method Less: Effects on income tax generating from the interests in the investee entities’ other comprehensive income as per equity method Net amount transferred into profit and loss in the current period that recognized into other comprehensive income in prior period Subtotal 3. Profits/(losses) from cash flow hedging instrument Less: Effects on income tax generating from cash flow hedging instrument Net amount transferred into profit and loss in the current period that recognized into other comprehensive income in prior period The adjustment value that is the converted initial recognition amount of arbitrage project Subtotal 4. Converted amount of foreign currency financial statements Less: Net value of disposal of oversea operations that recognized into current profit and loss Subtotal 5. Other 1,644,809.33 Less: Effects on income tax generating from the others that included into other comprehensive income Net amount transferred into profit and loss in the current period that recognized into other comprehensive income in prior period Subtotal 1,644,809.33 Total -167,930,190.67 413,895,873.99 6.6 Particulars about reception of research, communication and interview in this report period There was no reception of field research, telephone communication or inquiry in written. §7 Financial Report 7.1 Auditing opinions Financial Report √Un-audited □Audited7.2 Financial statements(attached) 7.3 Notes to financial statement 7.3.1 Should there be any changes in accounting policies, accounting estimates and accounting errors, give the relevant contents, reasons and the amount influenced. □Applicable √Inapplicable 7.3.2 Should there be any changes in consolidation scope of the financial statements, explain the reasons and amount influenced. □Applicable √Inapplicable 7.3.3 If the financial report of the Company is produced as “Non-standard Opinion”, the Company should make the relevant matters and notes. □Applicable √Inapplicable The Board of Directors of HaiNan Pearl River Holdings Co., Ltd Chairman of the Board: Zheng Qing Aug. 20107.2.1 Balance Sheet Prepared by HaiNan Pearl River Holdings Co., Ltd 30 Jun. 2010 Unit: RMB Yuan Closing balance Opening balance Items Consolidation Parent company Consolidation Parent company Current assets: Monetary funds 238,917,598.63 128,061,969.24 291,787,132.78 161,760,970.47 Settlement fund reserve Dismantle fund Transaction financial asset Notes receivable Account receivable 4,132,441.94 1,045,671.11 2,645,699.47 1,014,754.61 Account paid in advance 12,406,780.15 164,836.95 44,285,760.93 202,040.00 Premium receivables Receivables from reinsurers Reinsurance contract reserve receivables Interest receivable Dividend receivable 260,015.00 260,015.00 260,015.00 260,015.00 Other account receivable 282,249,356.46 317,489,541.62 189,594,736.47 219,693,993.49 Financial assets purchased under agreements to resell Inventories 179,724,687.76 12,782,893.61 538,999,748.54 84,392,446.86 Non-current assets due within 1 year Other current assets Total current assets 717,690,879.94 459,804,927.53 1,067,573,093.19 467,324,220.43 Non-current assets: Loans and advance Available for sale financial assets 405,317,500.00 405,317,500.00 631,417,500.00 631,417,500.00 Held to maturity investments Long-term account receivable Long-term equity investment 52,117,749.41 257,479,634.90 13,149,424.41 238,511,309.90 Investing property 20,341,312.68 20,783,662.44 Fixed asset 257,636,505.01 18,995,360.83 264,815,483.49 20,720,770.59 Project in construction 4,313,000.00 2,510,000.00 Engineering material 606,206.60 606,206.60 Fixed asset disposal Bearer biological asset Oil assets Intangible assets 32,145,535.26 1,672,199.70 32,617,178.56 1,696,031.52 Development expense Goodwill Long-term expense to be apportioned 1,471,151.06 222,749.23 Deferred tax assets Other non-current assets Total of non-current assets 773,948,960.02 683,464,695.43 966,122,204.73 892,345,612.01 Total assets 1,491,639,839.96 1,143,269,622.96 2,033,695,297.92 1,359,669,832.44 Current liabilities: Short-term borrowings 260,000,000.00 260,000,000.00 276,000,000.00 276,000,000.00Borrowing from Central Bank Deposits and due to banks and other financial institutions Placements from banks and other financial institutions Transaction financial liabilities Notes payable Account payable 19,628,706.76 3,802,924.14 70,793,361.64 4,135,235.24 Account received in advance 46,116,932.11 306,932,163.78 Financial assets sold under agreements to repurchase Handling charges and commission payable Employee’s compensation payable 3,925,405.61 365,879.54 5,055,394.37 598,915.23 Tax payable 17,825,777.16 -3,072,110.31 -16,948,131.65 -3,354,179.89 Interest payable 81,696,774.66 43,726,678.26 65,601,325.75 29,034,494.85 dividend payable 3,213,302.88 3,213,302.88 3,213,302.88 3,213,302.88 Other account payable 290,494,210.56 236,591,336.90 332,778,891.65 235,716,634.23 Due to reinsurers Insurance contract reserve Customer deposits Amount payables under security underwriting Non-current liabilities due within 1 year 29,980,110.00 79,980,110.00 Other current liabilities Total current liabilities 752,881,219.74 544,628,011.41 1,123,406,418.42 545,344,402.54 Non-current liabilities: Long-term borrowings 105,000,000.00 110,000,000.00 Debentures payable Long-term payables Specific purpose account payables Accrued liabilities Deferred tax liabilities 77,888,125.00 77,888,125.00 134,413,125.00 134,413,125.00 Other non-current liabilities Total non-current liabilities 182,888,125.00 77,888,125.00 244,413,125.00 134,413,125.00 Total liabilities 935,769,344.74 622,516,136.41 1,367,819,543.42 679,757,527.54 Owner’s equity (or shareholders’ equity) Paid-in capital (or share capital) 426,745,404.00 426,745,404.00 426,745,404.00 426,745,404.00 Capital surplus 619,229,155.97 622,245,495.51 788,804,155.97 791,820,495.51 Less: Treasury stock Specific reserves Reserved fund 114,177,485.88 109,487,064.39 114,177,485.88 109,487,064.39 General risk provision Retained earnings -624,066,107.75 -637,724,477.35 -676,622,621.58 -648,140,659.00 Foreign exchange difference Total owners’ equity attributable to holding company 536,085,938.10 520,753,486.55 653,104,424.27 679,912,304.90 Minority interest 19,784,557.12 12,771,330.23 Total owner’s equity 555,870,495.22 520,753,486.55 665,875,754.50 679,912,304.90 Total liabilities and owner’s equity 1,491,639,839.96 1,143,269,622.96 2,033,695,297.92 1,359,669,832.447.2.2 Income Statement Prepared by HaiNan Pearl River Holdings Co., Ltd Jan.-Jun. 2010 Unit: RMB Yuan In current period The same period of last year Items Consolidation Parent company Consolidation Parent company I. Total operation income 544,036,572.15 81,930,643.20 48,037,860.58 193,955.00 Including: Sales income 544,036,572.15 81,930,643.20 48,037,860.58 193,955.00 Interest income Premium income Handling charges and commission income II. Total operation cost 474,892,422.82 72,178,777.15 95,510,826.42 23,840,116.36 Including: Cost of sales 366,666,811.33 42,170,962.08 38,235,750.59 33,987.67 Interest expenses Handling charges and commission expenses Surrender value Net amount of claims Net amount of insurance contract reserve withdrawn Expenditure on policy dividends Reinsurance premium expenses Taxes and associate charges 63,804,616.18 20,124,893.20 2,404,089.65 -208,897.74 Selling expenses 6,584,871.53 24,477.00 8,524,797.64 7,309.00 Administrative expenses 29,852,762.04 8,722,821.79 23,196,749.46 5,988,699.54 Financial expenses 12,698,260.97 6,422,101.48 15,751,159.41 10,686,670.74 Impairment loss -4,714,899.23 -5,286,478.40 7,398,279.67 7,332,347.15 Add: gain from change in fair value (“-” means loss) Gain from investment (“-” means loss) 64,864.56 64,864.56 131,129,924.21 131,129,924.21 Including: income form investment in affiliated enterprise and joint ventures 64,864.56 64,864.56 Foreign exchange difference (“-” means loss) III. Operation profit (“-” means loss) 69,209,013.89 9,816,730.61 83,656,958.37 107,483,762.85 Add: non-operation income 1,710,013.72 1,710,013.72 153,122.17 Less: non-business expense 113,530.62 14,023.12 219,019.05 216,032.03 Including: loss from non-current asset disposal 32,373.03 14,023.12 27,500.00 27,500.00 IV. Total profit (“-” means loss) 70,805,496.99 11,512,721.21 83,591,061.49 107,267,730.82 Less: income tax expense 12,880,565.60 52,338.18 V. Net profit (“-” means loss) 57,924,931.39 11,512,721.21 83,538,723.31 107,267,730.82 Attributable to owners of parent company 50,911,704.50 11,512,721.21 84,803,402.31 107,267,730.82 Minority interest 7,013,226.89 -1,264,679.00 VI. Earnings per share (I) Basic earnings per share 0.12 0.20 (II) Diluted earnings per share 0.12 0.20 VII. Other composite income -167,930,190.67 -170,671,539.56 413,895,873.99 413,895,873.99 VIII. Total composite income -110,005,259.28 -159,158,818.35 497,434,597.30 521,163,604.81 Attributable to owners of parent company -117,018,486.17 -159,158,818.35 498,699,276.30 521,163,604.81 Minority interest 7,013,226.89 -1,264,679.007.2.3 Cash Flow Statement Prepared by HaiNan Pearl River Holdings Co., Ltd Jan.-Jun. 2010 Unit: RMB Yuan In current period The same period of last year Items Consolidation Parent company Consolidation Parent company I. Cash flows from operating activities: Cash received from sale of commodities and rendering of service 263,395,787.90 61,962,832.61 213,082,465.53 1,796,479.00 Net increase of deposits from customers and due from banks Net increase of loans from the central bank Net increase of funds borrowed from other financial institutions Cash received from premium of original insurance contracts Net cash received from reinsurance business Net increase of savings of policy holders and investment fund Net increase of disposal of tradable financial assets Cash received from interest, handling charges and commission s Net increase of borrowed inter -bank funds Net increase of buy-back funds Tax refunds received Other cash received relating to operating activities 44,480,734.95 56,992,791.55 8,392,724.03 3,838,922.45 Subtotal of cash inflows from operating activities 307,876,522.85 118,955,624.16 221,475,189.56 5,635,401.45 Cash paid for purchase of commodities and reception of service 67,511,867.17 402,212.71 122,587,504.80 1,250,136.22 Net increase of customer lending and advance Net increase of funds deposited in the central bank and amount due from banks Cash for paying claims of the original insurance contract Cash for paying interest, handling charges and commissions Cash for paying policy dividends Cash paid to and for employees 28,516,777.02 1,734,668.08 28,255,257.03 1,840,545.41 Various taxes paid 44,302,996.97 20,816,204.78 22,536,589.32 1,821,020.66 Other cash paid relating to operating activities 24,894,056.67 18,823,289.74 11,491,433.93 9,219,631.41 Subtotal of cash outflows from operating activities 165,225,697.83 41,776,375.31 184,870,785.08 14,131,333.70 Net cash flows from operating activities 142,650,825.02 77,179,248.85 36,604,404.48 -8,495,932.25 II. Cash Flows from investment activities: Cash received from disposal of investments 28,000,000.00 20,000,000.00 Cash received from investment income Net cash received from disposal of fixed assets, intangible assets and other long-term assets 3,686,573.00 3,628,173.00 71,938.50 Net cash received from disposal of subsidiary or other business units Other cash received relating to investment activities Subtotal of cash inflows from investment activities 31,686,573.00 23,628,173.00 71,938.50 Cash paid to acquire fixed assets, intangible assets and other long-term assets 11,297,369.53 922,747.00 1,135,077.55 35,166.00 Cash paid for investment 132,600,000.00 125,600,000.00 Net increase of pledged loans Net cash paid to acquire subsidiaries and other business units Other cash paid relating to investment activities 15,401,893.30 Subtotal of cash outflows from investment activities 159,299,262.83 126,522,747.00 1,135,077.55 35,166.00 Net cash flows from investment activities -127,612,689.83 -102,894,574.00 -1,063,139.05 -35,166.00 III. Cash flows from financing activities: Cash received from absorbing investment Including: Cash received by subsidiaries from investment of minority interest Cash received from borrowings 7,850,000.00 7,850,000.00 Cash received from issuance of bonds Other cash received relating to financing activities Subtotal of cash inflows from financing activities 7,850,000.00 7,850,000.00 Cash paid to r epay loans 71,000,000.00 16,000,000.00 6,380,000.00 2,680,000.00 Cash paid for interest expenses and distribution of dividends or profit -3,092,330.66 -8,016,323.92 5,700,951.58 878,593.46 Including: dividends or profit paid to minority shareholders by subsidiaries -3,092,330.66 -8,016,323.92 Other cash payments relating to financing activities Sub-total of cash outflows from financing activities 67,907,669.34 7,983,676.08 12,080,951.58 3,558,593.46 Net cash flows from financing activiti es -67,907,669.34 -7,983,676.08 -4,230,951.58 4,291,406.54 IV. Effect of foreign exchange rate changes on cash and cash equivalents V. Net increase in cash and cash equivalents -52,869,534.15 -33,699,001.23 31,310,313.85 -4,239,691.71 Add: begin ning balance of cash and cash equivalents 291,787,132.78 161,760,970.47 36,655,536.17 4,869,795.27 VI. Closing balance of cash and cash equivalents 238,917,598.63 128,061,969.24 67,965,850.02 630,103.567.2.4 Consolidated Statement of Changes in Owners’ Equity Prepared by HaiNan Pearl River Holdings Co., Ltd For the first half year of 2010 Unit: RMB Yuan Amount for the current period Amount of last year Owners’ equity attributable to parent company Owners’ equity attributable to parent company Items Paid-in capital (or share capital) Capital reserve Less: treasury stock Specific reserves Surplus public reserve General risk reserve Retained prof its Others Minority interest Total owners’ equity Paid-in capital (or share capital) Capital reserve Less: treasury stock Specific reserves Surplus public reserve General risk reserve Retained profits Others Minority interest Total owners’ equity I. Balance at the end of last year 426,745,404.00 788,804,155.97 114,177,485.88 -676,622,621.58 12,771,330.23 665,875,754.50 426,745,404.00 334,260,156.98 114,177,485.88 -756,096,515.01 11,319,134.39 130,405,666.24 Add: change of accounting policy Correction of errors in previous periods Others II. Balance at the beginning of this year 426,745,404.00 788,804,155.97 114,177,485.88 -676,622,621.58 12,771,330.23 665,875,754.50 426,745,404.00 334,260,156.98 114,177,485.88 -756,096,515.01 11,319,134.39 130,405,666.24 III.ncrease/ decrease of amount in this year (“-” means decrease) -169,575,000.00 52,556,513.83 7,013,226.89 -110,005,259.28 413,895,873.99 84,803,402.31 -1,264,679.00 497,434,597.30 (I)Net profit 50,911,704.50 7,013,226.89 57,924,931.39 84,803,402.31 -1,264,679.00 83,538,723.31 (II)Other composite income -169,575,000.00 1,644,809.33 -167,930,190.67 413,895,873.99 413,895,873.99 Subtotal of (I) and (II) -169,575,000.00 52,556,513.83 7,013,226.89 -110,005,259.28 413,895,873.99 84,803,402.31 -1,264,679.00 497,434,597.30 (III) Capital input and reduction by owners 1. Capital input of owners 2. Amount of stock payment included in owners’ equity3. Others (IV)Profit distribution 1. Withdrawing surplus public reserve 2. Withdrawing general risk reserve 3. Distribution to owners (or shareholders) 4. Others (V) Internal carrying forward of owners’ equity 1. New increase of capital (or share capital) from capital reserves 2. Converting surplus reserves to capital (or share capital) 3. Surplus reserves make up losses 4. Others (VI) Specific reserves 1. Appropriated in current period 2. Used in current period IV. Balance at the end of this period 426,745,404.00 619,229,155.97 114,177,485.88 -624,066,107.75 19,784,557.12 555,870,495.22 426,745,404.00 748,156,030.97 114,177,485.88 -671,293,112.70 10,054,455.39 627,840,263.547.2.4 Statement of Changes in Owners’ Equity of Parent Company Prepared by HaiNan Pearl River Holdings Co., Ltd For the first half year of 2010 Unit: RMB Yuan Amount for the current period Amount of last year Items Paid-in capital (or share capital) Capital reserve Less: treasury stock Specific reserves Surplus public reserve General risk reserve Retained profit Total owners’ equity Paid-in capital (or share capital) Capital reserve Less: treasur y stock Specif ic reserv es Surplus public reserve General risk reserve Retained profit Total owners’ equity I. Balance at the end of last year 426,745,404.00 791,820,495.51 109,487,064.39 -648,140,659.00 679,912,304.90 426,745,404.00 337,276,496.52 109,487,064.39 -741,179,217.57 132,329,747.34 Add: change of accounting policy Correction of errors in previous periods Others II. Balance at the beginning of this year 426,745,404.00 791,820,495.51 109,487,064.39 -648,140,659.00 679,912,304.90 426,745,404.00 337,276,496.52 109,487,064.39 -741,179,217.57 132,329,747.34 III. Increase/ decrease of amount in this year (“-” means decrease) -169,575,000.00 10,416,181.65 -159,158,818.35 413,895,873.99 107,267,730.82 521,163,604.81 (I) Net profit 11,512,721.21 11,512,721.21 107,267,730.82 107,267,730.82 (II) Other composite income -169,575,000.00 -1,096,539.56 -170,671,539.56 413,895,873.99 413,895,873.99 Subtotal of (I) and (II) -169,575,000.00 10,416,181.65 -159,158,818.35 413,895,873.99 107,267,730.82 521,163,604.81 (III) Capital input and reduction by owners 1. Capital input of owners 2. Amount of stock payment included in owners’ equity 3. Others (IV) Profit distribution 1. Withdrawing surplus public reserve 2. Withdrawing general risk reserve 3. Distribution to owners (or shareholders) 4. Others (V) Internal carrying forward of owners’ equity 1. New increase of capital (or share capital) from capital reserves 2. Converting surplus reserves to capital (or share capital) 3. Surplus reserves make up losses 4. Others (VI) Specific reserves 1. Appropriated in current period 2. Used in current period IV. Balance at the end of this period 426,745,404.00 622,245,495.51 109,487,064.39 -637,724,477.35 520,753,486.55 426,745,404.00 751,172,370.51 109,487,064.39 -633,911,486.75 653,493,352.15Hainan Pearl River Holding Company Limited Notes on the Financial Statements for the Year ended 30 June 2010 (All amounts are stated in RMB Yuan unless otherwise stated) I. General information The old name of Hainan Pearl River Holding Company Limited (the "Company") was Hainan Pearl River Industry Company Limited. Hainan Provincial People's Government Office approved the reorganization of the Company into a joint stock limited company according to the document of Qiong Fu Ban [1992] No.1. The Company was registered in Hainan Administration for Industry and Commerce in January 1992 The Company issued 21,086,400 shares of RMB common stock to the public and was listed on Shenzhen Stock Exchange according to the document of securities administration office [1992] No. 83 of the People's Bank of China in December 1992. The Company issued the domestic listing foreign capital stock (B-share) with the approval of China Securities Regulatory Commission in June 1995. The Company changed to present name in January 2000. In August 2006, the Company increased stocks with capital surplus to all shareholders, and the registered capital was changed to 426,745,400 Yuan from 377,650,800 Yuan. The business license number: 4600001006830 Office address: 29/F., Dihao Building, Pearl River Plaza, Binhai Avenue, Haikou, Hainan, the PRC. Corporate representative: Zheng Qing The operation scope: Industrial investment, tropical farming, aquaculture, real estate development and management, hotel investment and management, material supply, construction equipment purchasing, leasing, hardware, chemical, trade of household items, decoration, vehicle parking, and high-tech investment projects, investment in environmental protection projects, investment advice. The company mainly engaged in real estate development and property management, which belong to real estate aspect. The Company's basic organizational structure: General meeting of shareholders is the highest organ of power. Board of directors is the executing agency. Supervisory board is the Company's internal auditing agency. General Manager is responsible for the Company's daily operational management. There are General Manager Office, Securities Department, Tourism Real EstateDepartment, Financial Department, Management Department, Auditing Department and others in the Company. II. Accounting policies, accounting estimates and error correction of previous years 1. Preparation basis of financial statement Preparation of the financial statements is based on going concern postulate. Recognition and measurement comply with actual transactions or events, and the Company prepares financial statements on these bases. 2. Announcement about compliance with Accounting Standards for Business Enterprises The Company’s financial statements are prepared in accordance with the requirements of the Accounting Standards for Business Enterprises, and they fairly and completely present the financial position, operation results, cash flow and other relevant information of the Company. 3. Accounting year Accounting year of the Group is the calendar year from January 1 to December 31. 4. Reporting currency The Company’s reporting and presentation currency is the Renminbi (“RMB”). 5. Consolidation Basis (1) Merge of the enterprises under the uniform control As there is the merge of the enterprises under the common control, the accrual basis shall be used. The assets, liabilities (except the adjustment caused by complying with various accounting policies) of the merged party shall be measured as their book value at the merging date. The difference between the price of the book value on merge (or face value of the total issued shares) and obtained book value of net assets, shall adjust the capital surplus, and as the capital surplus is offset, the retained earnings shall be adjusted. The pre-merger net profit incurred by the merged party, shall be attributed to consolidated income statement. (2) Merge of enterprises under the non-uniform control As there is the merge of the enterprises under the non-uniform control, the purchasing principal to be adopted by the Company. On the purchasing date, the consolidating cost is determined by the fair values of the assets, occurred or payable liabilities, and the issued equity securities, which are paid for purchasing. Meanwhile, the assets, liabilities and the contingent liabilities of the vendor are determined at their fair values.The excess amount between the consolidating cost and the fair value of the net assets of the vendor entity shall be recognized as goodwill in the consolidated balance sheet; the balance of the consolidating cost and the fair value of the net assets of the vendor shall be included in the current profit and loss. The operating result shall be consolidated from the acquisition date until the termination of the control. 6. The standard for consolidation financial statement preparation All subsidiaries of the company are in the scope of the consolidation. The company prepares the consolidated financial statements in accordance with the “Accounting standard for Business Enterprises No. 33- Consolidated financial statement “. 7. Cash and Cash equivalents Cash refers to cash on hand and demand deposits. “Cash equivalents” refer to short-term, highly liquid investments that are readily convertible to known amounts of cash and which are subject to an insignificant risk on change in value. 8. Foreign currency transactions Foreign currency (currency other than the reporting currency) transactions are translated into reporting currency at spot exchange rates prevailing on the day in which the transactions take place. Monetary items are adjusted according to spot exchange rates at the balance sheet date. The exchange balance on foreign currency shall be capitalized and recorded into the cost of relevant assets if it is eligible for capitalization; other exchange balance on foreign currency shall be recorded into current profit and loss. Foreign currency non-monetary items measured with history cost are translated into reporting currency at spot exchange rates on the occurrence date. Foreign currency non-monetary items measured with fair value are translated into reporting currency at spot exchange rates of fair value confirming date; the difference is recorded as the changes in the profit and loss of fair value. Monetary assets and liabilities denominated in foreign currencies at the balance sheet date are restated into the reporting currency using the spot exchange rates at that date. Among the equity items, all items are translated into reporting currency at spot exchange rates on the occurrence date except the item of undistributed profits. Income Statement items are translated into reporting currency at spot exchange rate on the occurrence date. The exchange difference from translation of financial statements denominated in foreign currency is included in the equity and presented individually. 9. Financial Instruments (1) Classification of financial assets and financial liabilitiesFinancial assets shall be classified into the following four categories when they are initially recognized: the financial assets which are measured at their fair values and the variation of which is recorded into the profits and losses of the current period, including transactional financial assets and the financial assets which are measured at their fair values and of which the variation is included in the current profits and losses; held-to-maturity investments; loans and account receivables; available-for-sale financial assets. Financial liabilities shall be classified into the following two categories when they are initially recognized: the financial liabilities which are measured at their fair values and of which the variation is included in the current profits and losses, including transactional financial liabilities and the designated financial liabilities which are measured at their fair values and of which the variation is included in the current profits and losses; and other financial liabilities. (2) Recognition and measurement of financial instruments When an enterprise becomes a party to a financial instrument, it shall recognize a financial asset or financial liability. The financial assets and financial liabilities initially recognized by an enterprise except loans and account receivables shall be measured at their fair values; loans and account receivables initially recognized by an enterprise shall be measured at price in the contract or agreement. For the financial assets and liabilities measured at their fair values and of which the variation is recorded into the profits and losses of the current period, the transaction expenses thereof shall be directly recorded into the profits and losses of the current period; for other categories of financial assets and financial liabilities, the transaction expenses thereof shall be included into the initially recognized amount. An enterprise shall make subsequent measurement on its financial assets according to their fair values, and may not deduct the transaction expenses that may occur when it disposes of the said financial asset in the future. However, those under the following circumstances shall be excluded: a. The investments held until their maturity, loans and accounts receivable shall be measured on the basis of the post-amortization costs by adopting the actual interest rate method; b. The equity whose fair value cannot be measured reliably, and the derivative financial assets which are connected with the said equity instrument and must be settled by delivering the said equity instrument shall be measured on the basis of their costs. An enterprise shall make subsequent measurement on its financial liabilities on the basis of the post-amortization costs by adopting the actual interest rate method, with the exception of those under the following circumstances: a. For the financial liabilities measured at their fair values and of which the variation is recorded into the profits and losses of the current period, they shall be measured at their fair values, and none of the transaction expenses may be deducted, which may occur when the financial liabilities are settled in the future. b. For the derivative financial liabilities, which are connected to the equity instrument for which there is no quotation in the active market and whose fairvalue cannot be reliably measured, and which must be settled by delivering the equity instrument, they shall be measured on the basis of their costs. c. For the financial guarantee contracts which are not designated as a financial liability measured at its fair value and the variation thereof is recorded into the profits and losses of the current period, and for the commitments to grant loans which are not designated to be measured at the fair value and of which the variation is recorded into the profits and losses of the current period and which will enjoy an interest rate lower than that of the market, a subsequent measurement shall be made after they are initially recognized according to the higher one of the following: the best estimation required to pay when carrying out the prevailing obligations, and initially recognized amount deducting accumulative amortization which adopts the actual interest rate method. (3) Recognition and measurement of transfer of financial assets Where an enterprise has transferred nearly all of the risks and rewards related to the ownership of the financial asset to the transferee, it shall stop recognizing the financial asset. If it retained nearly all of the risks and rewards related to the ownership of the financial asset, it shall not stop recognizing the financial asset. Where an enterprise does not transfer or retain nearly all of the risks and rewards related to the ownership of a financial asset, it shall deal with it according to the circumstances as follows, respectively: a. If it gives up its control over the financial asset, it shall stop recognizing the financial asset; b. If it does not give up its control involvement in the transferred financial asset, recognize the related financial asset and recognize the relevant liability accordingly. If the transfer of an entire financial asset satisfies the conditions for stopping recognition, the difference between the amounts of the following 2 items shall be recorded in the profits and losses of the current period: a. The book value of the transferred financial asset; b. The sum of consideration received from the transfer, and the accumulative amount of the changes of the fair value originally recorded in the owner's equities. If the transfer of partial financial asset satisfies the conditions to stop the recognition, the entire book value of the transferred financial asset shall, between the portion whose recognition has been stopped and the portion whose recognition has not been stopped, be apportioned according to their respective relative fair value, and the difference between the amounts of the following 2 items shall be included into the profits and losses of the current period : a. The book value of the portion whose recognition has been stopped; b. The sum of consideration of the portion whose recognition has been stopped, and the portion of the accumulative amount of the changes in the fair value originally recorded in the owner's equities which is corresponding to the portion whose recognition has been stopped. (4) Determination of the fair value of main financial assets and financial liabilities As for the financial assets or financial liabilities for which there is an active market, the quoted prices in the active market shall be used to determine the fair values thereof. Where there is no active market for a financial instrument, the enterprise concerned shall adopt value appraisal techniques to determine its fair value. The value appraisal techniques mainly include the prices adopted by the parties, who are familiar with thecondition, in the latest market transaction upon their own free will, the current fair value obtained by referring to other financial instruments of the same essential nature, the cash flow capitalization method and the option pricing model, etc. As for the financial assets initially obtained or produced at source and the financial liabilities assumed, the fair value thereof shall be determined on the basis of the transaction price of the market. (5) Impairment of financial assets An enterprise shall carry out an inspection, on the balance sheet day, on the carrying amount of the financial assets other than those measured at their fair values and of which the variation is recorded into the profits and losses of the current period. An impairment test shall be made on the financial assets with significant single amounts. With regard to the financial assets with insignificant single amounts, they shall be included in a combination of financial assets with similar credit risk features so as to carry out an impairment-related test. Where, upon independent test, the financial asset (including those financial assets with significant single amounts and those with insignificant amounts) has not been impaired, it shall be included in a combination of financial assets with similar risk features so as to conduct another impairment test. Where a financial asset measured on the basis of post-amortization costs is impaired, the carrying amount of the said financial asset shall be written down to the current value of the predicted future cash flow (excluding the loss of future credits not yet occurred), and the amount as written down shall be recognized as loss of the impairment of the asset. Where there is a very small gap between the predicted future cash flow of a short-term account receivable item and the current value thereof, the predicted future cash flow is not required to be capitalized when determining the relevant impairment-related losses. Where an equity instrument investment for which there is no quoted price in the active market and whose fair value cannot be reliably measured, or a derivative financial asset which is connected with the equity instrument and which must be settled by delivering the equity instrument, suffers from any impairment, the gap between the carrying amount of the equity instrument investment or the derivative financial asset and the current value of the future cash flow of similar financial assets capitalized according to the returns ratio of the market at the same time shall be recognized as impairment-related losses. Where available-for-sale financial assets are impaired due to significant drop of fair value and the drop is not temporary, the accumulative losses arising from the decrease of the fair value of the owner’s equity which was directly included shall be transferred out and recorded into the profits and losses of the current period. 10. Accounts receivable and bad debts (1) Measurement method and the percentage of bad debts Measurement method of bad debts: accounted with allowance method. At the end of the period, impairment test shall be made on individual accounts receivable with significant amounts. If there is objective evidence that they have been impaired, bad debt loss shall be recognized and provision for bad debts shall be made base on the differences between book values and the present value of future cashflows. For those individual accounts receivable without significant amounts at the end of the period, along with those accounts receivable that have been tested individually but not impaired, the Company classifies them in line with similar credit risk characteristics into several groups, and make a specific percentage of bad debts provision on the accounts receivable balances at balance sheet date. On the basis of the actual loss rate of receivable accounts, with same or similar credit risk characteristics of accounts receivable package in previous year, the Company also considers current situation and determine the percentage of bad debt provision. Here is the Company’s bad debts provision policy: Ages Percentage of Accounts Receivable (%) Percentage of Others Receivable (%) Within 1 year (including 1 year, same as following) 2 2 1 year to 2 years 5 5 2 years to 3 years 10 10 3 years to 4 years 20 20 4 years to 5 years 30 30 Over 5 years 50 50 There is strong evidence that accounts receivable can’t be recovered or little possibility of recovery (it is unable to pay in the short term due to bankruptcy, insolvent, serious shortage of cash flow, serious natural disasters and etc. ) as well as other evidences of occurring loss, the Company can make full provision for the accounts receivable. (2) The accounts receivable meeting the following criteria are recognized as bad debts: For accounts receivable that are surely uncollectible, such as they can be written off as bad debts after the approval of the general meeting of shareholders or the board of directors. 11. Inventories (1) Inventories include: development cost (constructing development product), development product, finished goods, low-value consumable supplies and etc. All inventories are calculated at actual cost when acquire. The issue of inventories is calculated according to individual cognizance method. The low–value consumable supplies are amortized at one time. Inventories stock physical count system: perpetual inventory method Measurement method of land used for development: the land used for development is included in “Inventories - development cost”. Public facilities costs: public facilities such as schools, as well as public facilities fees acquired by government departments, the cost is included in "development costs" andits apportionment and detailed calculation are in accordance with calculation objects and cost items. (2) For inventories at balance sheet date, the evaluation criteria should base on the lower value between costs and net values that can be converted into cash. When net values that can be converted into cash are lower than costs, provision for impairment loss of inventories shall be made and recorded into current profit and loss. 12. Long-term equity investment (1) The initial cost of the long-term equity investment For the business combination under the same control, it shall, on the date of merger, regard the share of the book value of the owner's equity of the merged enterprise as the initial cost of the long-term equity investment. For the business combination not under same control, the initial cost of long-term equity investment is fair value of assets paid, liabilities undertaken, the equity securities issued by the Company, and includes all direct expenses and future events that will influence combination cost. Besides the long-term equity investments formed by the business combination, the initial cost of a long-term equity investment obtained by other means shall be ascertained in accordance with the provisions as follows: The initial cost of a long-term equity investment obtained by making payment in cash shall be the purchase cost which is actually paid; the initial cost of a long-term equity investment obtained on the basis of issuing equity securities shall be the fair value of the equity securities issued; the initial cost of a long-term equity investment of an investor shall be the value stipulated in the investment contract or agreement. (2) Subsequent measurement The Company uses cost method for the following conditions: a long-term equity investment where the investing enterprise can exercise control over the investee, or the investing enterprise does not have joint control or significant influence over the investee, the investment is not quoted in an active market and its fair value can’t be reliably measured. For a long-term equity investment where the investing enterprise can exercise control over the investee, the investing enterprise shall make an adjustment by employing the equity method when it works out consolidated financial statements. When adopting cost method, the dividends or profits declared to distribute by the invested entity shall be recognized as the current investment income. The investment income recognized by the investing enterprise shall be limited to the amount received from the accumulative net profits that arise after the invested entity has accepted the investment. Where the amount of profits or cash dividends obtained by the investing entity exceeds the aforesaid amount, it shall be regarded as recovery of initial investment cost. A long-term equity investment of the investing enterprise that does joint control or significant influences over the invested entity shall be measured by employing theequity method. If the initial cost of a long-term equity investment is more than the investing enterprise' attributable share of the fair value of the invested entity's identifiable net assets for the investment, the initial cost of the long-term equity investment may not be adjusted. If the initial cost of a long-term equity investment is less than the investing enterprise' attributable share of the fair value of the invested entity's identifiable net assets for the investment, the difference shall be included in the current profits and losses and the cost of the long-term equity investment shall be adjusted simultaneously. After an investing enterprise obtains a long-term equity investment, it shall, in accordance with the attributable share of the net profits or losses of the invested entity, recognize the investment profits or losses and adjust the book value of the long-term equity investment. Where any change is made to the owner's equity other than the net profits and losses of the invested entity, the book value of the long-term equity investment shall be adjusted and be included in the owner's equity. The Company should have impairment test for any long-term equity investment on very balance sheet date. When the estimated value in use is less than its book value, it will be treated as impairment loss. And this loss should be transferred into current profit and loss account; meanwhile, the company should set up provision for the long-term equity investment impairment loss. To any long-term equity investments, which are measured by cost method, there is no price or its fair value can not be measured reliably, the impairment loss of these investments should be the difference between the book value and the present value of the future cash flow calculated by using current market rate of similar financial asset. For other long-term equity investment, where any evidence shows that there is possible assets impairment, the impairment provision is made according to relevant regulations and methods. (3) Recognization basis of joint control and significant influences The term "joint control" refers to the control over an economic activity in accordance with the contracts and agreements, which does not exist unless the investing parties of the economic activity with one an assent on sharing the control power over the relevant important financial and operating decisions. The term "significant influences" refers to the power to participate in making decisions on the financial and operating policies of an enterprise, but not to control or do joint control together with other parties over the formulation of these policies. (4) Disposal of long-term equity investment When disposing of a long-term equity investment, the difference between its book value and the actual purchase price shall be included in the current profits and losses. If any change other than the net profits and losses of the invested entity occurs and is included in the owner's equity, the portion previously included in the owner's equity shall, when disposing of a long-term equity investment measured by employing the equity method, be transferred to the current profits and losses according to a certainproportion. 13. Investment property The term "investment property" refers to the real estates held for generating rent and/or capital appreciation. Including: the right to use any land which has already been rented; the right to use any land which is held and prepared for transfer after appreciation; and the right to use any building which has already been rented. The initial measurement of the investment property shall be made at its cost. An enterprise shall make a follow-up measurement to the investment real estate through the cost pattern. For buildings which have already been rented, the Company calculates depreciation as the same method of fixed assets. For the right to use any land, it is amortized with straight-line method according to the serviceable life. At the balance sheet date, where any evidence shows that there is possible assets impairment, the impairment provision is made. 14. Fixed assets (1) Recognition of fixed assets Fixed assets are tangible assets that are held for use in production or supply of goods or services, for rental to others, or for administrative purpose, and have useful lives more than one accounting year. The expected discard expenses should be taken into consideration in the ascertainment of the cost of a fixed asset. (2) The category and depreciation method of fixed assets Fixed assets include buildings and structures, vehicles, general equipments, specific equipments and other equipments. Straight-line method is in used to calculate the depreciation of fixed assets. The estimated useful lives, expected residual value and annual depreciation rate of various types fixed assets are listed as follows: Category Estimated useful lives (years) Expected residual value (%) Annual depreciation rate (%) Buildings and structures 25 5 3.8 Vehicles 5 5 19.0 General equipments 10 5 9.5 Specific equipments 5 5 19.0 Other equipments 5 5 19.0 Depreciation shall be made for the fixed assets on a monthly basis. Fixed assets increased this month shall make depreciation from next month; fixed assets decreased this month shall stop making depreciation from next month. The company shall, at least at the end of each year, have a check on the useful life,expected residual value and the depreciation method of the fixed assets, and adjust them when necessary. At the balance sheet date, where any evidence shows that there is possible assets impairment, the impairment provision is made according to Notes II. 17. (3) Idle fixed assets Fixed assets that are not used for six months continuously due to underemployment or natural disasters are identified as idle fixed assets (except for seasonal break). The depreciation method of idle fixed assets is consistent with other fixed assets. (4) Fixed assets under financing lease When one or more of the following criteria are met, a lease shall be classified as a financial lease: a. the lease transfers ownership of the leased asset to the lessee by the end of the lease term; b. the lessee has the option to purchase the leased asset at a price that is expected to be sufficiently lower than the fair value at the date the option becomes exercisable such that, at the inception of the lease, it is reasonably certain that the option will be exercised by the lessee; c. the lease term is for the major part of the useful life of the leased asset even if title is not transferred; d. in the case of the lessee, at the inception of the lease the present value of the minimum lease payments amounts to substantially all of the fair value of the leased asset; in the case of lesser, at the inception of the lease the present value of the minimum lease receipts amounts to substantially all of the fair value of the leased asset; e. the leased assets are of a specialized nature such that only the lessee can use them without major modifications being made. Fixed assets under financing lease shall be recorded at the lower one of the fair value of the leased asset and the present value of the minimum lease payments. The depreciation method is consistent with fixed assets of the Company. 15. Construction in progress Construction in progress (“CIP”) includes all costs incurred during the preparation period before commencement of construction and until the asset is ready for its intended use. These costs include direct materials, direct labour, equipment for installation, construction and installation charges, management fees, gain or loss on trial run production and borrowing costs which are qualified for capitalization. CIP is transferred to fixed assets when the asset is ready for its intended use. At the balance sheet date, where any evidence shows that there is possible CIP impairment, the impairment provision is made according to Notes II.17.16. Borrowing Costs Borrowing costs are interest and other related costs incurred by the Company in connection with the borrowing of funds, and include interest, amortization of discounts or premiums related to borrowings, ancillary costs incurred in connection with the arrangement of borrowings, and exchange differences arising from foreign currency borrowings. Borrowing costs that are directly attributable to the acquisition, construction or production of a qualifying asset shall be capitalized as part of the cost of that asset. The amounts of other borrowing costs incurred shall be recognized as an expense in the period in which they are incurred. Qualifying assets are assets (fixed assets, investment property, inventories, etc.) that necessarily take a substantial period of time for acquisition, construction or production to get ready for their intended use or sale. The capitalization of borrowing costs can commence only when all of the following conditions are satisfied: (1) expenditures for the asset are being incurred; (2) borrowing costs are being incurred; (3) activities relating to the acquisition, construction or production of the asset that are necessary to prepare the asset for its intended use or sale have commenced. When the qualified asset under acquisition and construction or production is ready for the intended use or sale, the capitalization of the borrowing costs shall be ceased; then the borrowing costs incurred shall be recorded into the profits and losses of the current period. Borrowing costs due to loans from real estate development are recorded into development cost before the completion of the project and recorded into current profit and loss after the completion of the project. Borrowing costs are recorded into development cost and amortized quarterly. Where the acquisition and construction or production of a qualified asset is interrupted abnormally and the interruption period lasts for more than 3 months, the capitalization of the borrowing costs shall be suspended. The borrowing costs incurred during such period shall be recognized as expenses, and shall be recorded into the profits and losses of the current period. During the capitalization period, the amount of interest to be capitalized for each accounting period shall be determined as follows: (1) for a specific-purpose borrowing, the amount of interest to be capitalized shall be the actual interest expense incurred for the period less temporary deposit’s interest or investment income; (2) where funds are borrowed under general-purpose borrowings, the Company shall determine the amount of interest to be capitalized by applying a capitalization rate to the weighted average of the excess amounts of cumulative expenditures on the asset over and above the amounts of specific-purpose borrowings. The capitalization rate shall be the weighted average of the interest rates applicable to the general-purpose borrowings.17. Intangible assets The term "intangible assets" refers to the identifiable non-monetary assets possessed or controlled by enterprises which have no physical shape. If it is unable to forecast the period when the intangible asset can bring economic benefits to the enterprise, it shall be regarded as an intangible asset with uncertain service life. The intangible assets shall be initially measured according to its cost. If it is unable to determine the expected realization pattern reliably, intangible assets shall be amortized by the straight-line method. An enterprise shall, at least at the end of each year, check the service life and the amortization method of intangible assets with limited service life, and adjust them when necessary. Intangible assets with uncertain service life may not be amortized. An enterprise shall check the service life of intangible assets with uncertain service life during each accounting period. Where any evidence shows that there is possible assets impairment, the impairment provision is made. 18. Payroll The term "employee compensation" refers to all kinds of payments and other relevant expenditures given by enterprises in exchange of the services offered by the employees. The employee compensation shall include: wages, bonuses, allowances and subsidies for the employees, non-monetary welfare and etc. During the accounting period of an employee' providing services to an enterprise, the enterprise shall, in accordance with beneficiaries of the services offered by the employee, treat the following circumstances respectively: (1)The compensation for the employee for producing products or providing services shall be recorded as the product costs and service costs; (2)The compensation for the employee for any on-going construction project or for any intangible asset shall be recorded as the costs of fixed asset or intangible assets; (3)The compensation for the cancellation of the labor relationship with the employee shall be recorded into general and administrative expenses of the current period. The compensation for the employee other than those as mentioned above shall be recorded as profit or loss for the current period. 19. Contingencies liabilities The obligation pertinent to a Contingencies shall be recognized as accrued liabilities when the following conditions are satisfied simultaneously: (1)That obligation is a current obligation of the enterprise; (2)It is likely to cause any economic benefit to flow out of the enterprise as a result of performance of the obligation; (3)The amount of the obligation can be measured in a reliable way. The estimated debts shall be initially measured in accordance with the best estimate of the necessary expenses for the performance of the current obligation. 20. Share-based payments The term "share-based payment" refers to a transaction in which an enterprise grantsequity instruments or undertakes equity-instrument-based liabilities in return for services from employee or other parties. The share-based payments shall consist of equity-settled share-based payments and cash-settled share-based payments. The equity-settled share-based payment in return for employee services shall be measured at the fair value of the equity instruments granted to the employees. An equity-settled share-based payment in return for the service of any other party shall be measured at the fair value of the service on the acquisition date; If the fair value of the service of any other party can not be measured in a reliable way, it shall be measured at the fair value of the equity instruments on the acquisition date. The fair value of the equity instruments is recognized according to following methods: (1) For which there is an active market, the quoted prices in the active market shall be used to determine the fair values. (2) Where there is no active market for equity instrument, the enterprise concerned shall adopt value appraisal techniques to determine its fair value. The value appraisal techniques mainly include the prices adopted by the parties, who are familiar with the condition, in the latest market transaction upon their own free will, the current fair value obtained by referring to other financial instruments of the same essential nature, the cash flow capitalization method and the option pricing model, etc. The Company makes the best estimation to the equity instruments can be exercised rights according to subsequent information, for example, change of employees who can exercise rights as currently obtained. 21. Revenue recognition (1) Revenue from the sale of goods shall be recognized only when all of the following conditions are satisfied: a. the enterprise has transferred to the buyer the significant risks and rewards of ownership of the goods; b. the enterprise retains neither continuing managerial involvement to the degree usually associated with ownership nor effective control over the goods sold; c. the amount of revenue can be measured reliably; d. it is probable that the associated economic benefits will flow to the enterprise; e. the associated costs incurred or to be incurred can be measured reliably. Real estate sales revenue: the Company can recognize real estate sales revenue after the completion and acceptance of the property, signing sale contract, acquiring payment proof from buyer and delivery. When the buyer receives written delivery notice and has no warrant to refuse to accept it, the sales revenue is realized after delivery limit closed of delivery notice. For the development project consigned by other, as well as in accordance with " Accounting Standards for Business Enterprises -Construction Contract", the revenue shall be recognized in light of the percentage-ofcompletion method. The percentage-of- completion is determined by the proportion of finished workload.(2) Rendering of services When the outcome of a transaction involving the rendering of services can be estimated reliably at the balance sheet date (including: the amount of revenue can be measured reliably; it is probable that the associated economic benefits will flow to the enterprise; the stage of completion of the transaction can be measured reliably; the costs incurred and to be incurred for the transaction can be measured reliably), revenue associated with the transaction shall be recognized using the percentage of completion method, and the stage of completion of the transaction is recognized according to the proportion of the cost having taken place occupied the estimated total cost. When the outcome of a transaction involving the rendering of services can not be estimated reliably at the balance sheet date: when the costs incurred are expected to be recoverable, revenue shall be recognized to the extent of costs incurred and an equivalent amount shall be charged to profit or loss as service costs; when the costs incurred are not expected to be recoverable, the costs incurred shall be recognized in profit or loss for the current period and no service revenue shall be recognized. The revenue of property management service is recognized when following conditions are satisfied: the property management service has been offered; the associated economic benefits will flow to the enterprise; the associated costs can be measured reliably. (3) Use by others of enterprise assets Revenue arising from the use by others of enterprise assets shall be recognized only when both of the following conditions are satisfied: it is probable that the associated economic benefits will flow to the enterprise; the amount of the revenue can be measured reliably. The amount of interest shall be determined according to the length of time for which the enterprise’s currency fund is used by others and the effective interest rate. The amount of royalties shall be determined according to the period and method of charging as stipulated in the relevant contract or agreement. 22. Government grants Government grants shall be recognized at fair value on the conditions that the Company can receive the grant and comply with the conditions attaching to the grant. For a government grant related to income, if the grant is a compensation for related expenses or losses to be incurred by the Company in subsequent period, the grant shall be recognized as deferred income, and recognized in profit or loss over the periods in which the related costs are recognized. A government grant related to an asset shall be recognized as deferred income, and evenly amortized to profit or loss over the useful life of the related asset.23. Recognition of deferred income tax assets (1) The Company shall recognize the deferred income tax assets arising from a deductible temporary difference to the extent of the amount of the taxable income which it is most likely to obtain and which can be deducted from the deductible temporary difference. However, the deferred income tax assets, which are arising from the initial recognition of assets or liabilities during a transaction which is simultaneously featured by the following, shall not be recognized: (i) This transaction is not business combination; and (ii) At the time of transaction, the accounting profits will not be affected, nor will the taxable amount (or the deductible loss) be affected. (2) Where the deductible temporary difference related to the investments of the subsidiary companies, associated enterprises and joint enterprises can meet the following requirements simultaneously, the enterprise shall recognize the corresponding deferred income tax assets: (i) The temporary differences are likely to be reversed in the expected future; and (ii) It is likely to acquire any amount of taxable income tax that may be used for making up the deductible temporary differences. (iii) As for any deductible loss or tax deduction that can be carried forward to the next year, the corresponding deferred income tax assets shall be determined to the extent that the amount of future taxable income to be offset by the deductible loss or tax deduction to be likely obtained. (3) Recognition of deferred income tax liabilities Except for the deferred income tax liabilities arising from the following transactions, an enterprise shall recognize the deferred income tax liabilities arising from all taxable temporary differences: (i) the initial recognition of business reputation; (ii) the initial recognition of assets or liabilities arising from the following transactions which are simultaneously featured by the following: (a) The transaction is not business combination; (b) At the time of transaction, the accounting profits will not be affected, nor will the taxable amount (or the deductible loss) be affected. (4) The income taxes of the current period and deferred income tax of an enterprise shall be treated as income tax expenses or incomes, and shall be recorded into the current profits and losses, excluding the income taxes incurred under the following circumstances: (i) the business combination; and (ii) the transactions or events directly recognized as the owner's rights and interests. (5) Impairment on the deferred income tax assets On the balance sheet date, the carry amounts of the deferred income tax assets shallbe reviewed. 24. Maintenance fund The Company’s property management company receives and manages public maintenance fund consigned by owners, and charges to “agency fund”. The fund is used in the maintenance and update of the common apparatus and common position of the house and communal facilities of property management region. 25. Quality assurance reserve funds Construction party should remain quality assurance reserve funds according to the amount in the construction contract, and list in "accounts payable". The funds should be paid according to the actual conditions and contract after guarantee period. 26. Changes of accounting policies and accounting estimates and error correction (1) Changes of accounting policies Not applicable. (2) Changes of accounting estimates and error correction Not applicable. 27. Notes for accounting estimates of previous period Not applicable. III. Taxation The main taxes include: business tax, city construction and maintenance tax, education fee, income tax and etc. The tax rates are as following: Category Rate Taxable base Business tax 5% Revenue of house property sale and lease, property management income and etc. City construction and maintenance tax 5%, 7% Business tax and value-added tax Education fee 3% Business tax and value-added tax Income tax 18%, 25% Taxable income Note: Except that income tax of companies in Hainan District and Hainan Pearl River Enterprises Holding Co., Ltd. Shanghai Real Estate Co. is levied at 20% of taxable income, the income tax of other companies is levied at 25% of taxable income. IV. Business combinations and consolidation financial statements The Company shall include all subsidiaries within the scope of consolidation. The consolidated financial statements shall be prepared by parent based on thefinancial statements of the parent and its subsidiaries, using other related information and after adjusting the long-term equity investments in subsidiaries using the equity method according to “Accounting Standard for Business Enterprises No.33— Consolidated Financial Statements”. 1. Subsidiaries established by the Company Subsidiary’s name Registered address Registered capital (RMB 0’000) Principal activities Holding proportion Voting rights proportion Amount invested by the Company (RMB 0’000) Hainan Pearl River Properties and Hotels Management Co., Ltd. Hainan Haikou 500 Properties and Hotels Management 98% 98% 490 Hainan Pearl River Environmental Projects Co., Ltd. Hainan Haikou 100 Gardens engineering construction 100% 100% 100 Hainan Pearl River Estate Cleaning Company Hainan Haikou 20 Cleaning projects 100% 100% 20 Hainan Pearl River Estate Machine Engineering Company Hainan Haikou 150 Mechanical and electrical products sales 100% 100% 150 Hainan Pearl River Estate Marketing Co., Ltd. Hainan Haikou 100 Real Estate Marketing Planning 100% 100% 100 Sanya Wanjia Hotel Management Co., Ltd. Hainan Sanya 12,000 Hotel service 100% 100% 12,000 Hubei Pearl River Real Estate Development Co., Ltd. Hubei Wuhan 6,500 Real estate development and management 88% 88% 5,720 Wuhan Pearl River Meilin Hotels Management Co., Ltd. Hubei Wuhan 50 Service 100% 100% 50 Hainan Pearl River Enterprises Holding Co., Ltd. Shanghai Real Estate Co. Shanghai 4,000 Real estate development and management 100% 100% 4,000Subsidiary’s name Registered address Registered capital (RMB 0’000) Principal activities Holding proportion Voting rights proportion Amount invested by the Company (RMB 0’000) Beijing Jiubo Culture Development Co., Ltd. Beijing 500 Cultural and sports services 100% 100% 500 Mudanjiang Pearl River Hotel Management Co., Ltd. Mudanjiang 2000 Hotel service 100% 100% 2000 V. Notes to significant items of the consolidated financial statements 1. Monetary funds Items Jun 30, 2010 Jan 1, 2010 Cash 193,980.73 318,158.18 Bank deposit 238,697,000.71 291,454,577.87 Other monetary funds 26,617.19 14,396.73 Total 238,917,598.63 291,787,132.78 Note: The other monetary fund was the amount of credit card. 2. Accounts receivable (1) Accounts receivable listed by categories June 30, 2010 January 1, 2010 Amounts Bad Debt Provision Amounts Bad Debt Categories Provision Amounts Ratio (%) Amounts Ratio (%) Amounts Ratio (%) Amounts Ratio (%) Significant accounts receivable 7,761,707.60 53.92 7,761,707.60 100.00 7,761,707.60 59.89 7,761,707.60 100.00 Non-significant but high risk portfolio accounts receivable 2,690,367.44 18.69 2,340,523.73 87.00 2,764,507.43 21.34 2,331,599.02 84.34 Other non-significant accounts receivable 3,943,411.46 27.39 160,813.23 4.08 2,433,083.36 18.77 220,292.30 9.05 Total 14,395,486.50 100.00 10,263,044.56 71.29 12,959,298.39 100.00 10,313,598.92 79.58 (2) Aging analysis 30 Jun 2010 1 Jan 2010 Ages Balance Proportion (%) Bad debts Bad debts ratio (%) Balance Proportion (%) Bad debts Bad debts ratio (%) Within 1 year 3,436,911.46 23.87 68,738.23 2.00 1,815,393.94 14.01 36,307.88 2.00 1-2 years 101,500.00 0.71 5,075.00 5.00 141,500.00 1.09 7,075.00 5.00 2-3 40,000.00 0.28 4,000.00 10.00 19,200.00 0.15 1,920.00 10.00years 3-4 years 265,000.00 1.84 53,000.00 20.00 475,408.00 3.67 263,408.00 55.41 4-5 years 100,000.00 0.69 30,000.00 30.00 100,000.00 0.77 30,000.00 30.00 Over 5 years 10,452,075.04 72.61 10,102,231.33 96.65 10,407,796.45 80.31 9,974,888.04 95.84 Total 14,395,486.50 100.00 10,263,044.56 71.29 12,959,298.39 100.00 10,313,598.92 79.58 Note 1. The year end balance did not contain any debt owned by major shareholders who own more than 5% of the Company’s share capital. 2.The Top five debtors’ ending total balance is 8,259,227.60Yuan, and is 57.37% of accounts receivable total amount. 3. The top five debtors’ ending total balance. Details are as follows: Name Relationship with the company Owned amount Ages Proportion of total accounts receivable (%) Hainan racing entertainment Co., LTD client 2,406,158.00 over 5 years 16.71 Hainan Baoping company client 2,218,494.43 over 5 years 15.41 Hainan centaline property agency client 2,090,069.77 over 5 years 14.52 Hainan dragon flim studio client 1,046,985.40 over 5 years 7.27 Haikou Peijie Clothing Company client 497,520.00 over 5 years 3.46 Total 8,259,227.60 57.37 4. The bad debts proportion and reasons for individual accounts receivable with significant amount Individual accounts receivable whose amount is more than 1 million and whose ending balance is owned more than 5% (including 5%) of the total other receivables will be recognized as individual accounts receivable with significant amount. At the end of this year, the individual accounts receivable with significant amount that doesn’t occur impairment loss after individual testing, shall base on actual loss rates of accounts receivable portfolio with same ages and present situation to determine the bad debts proportion. Among them, the balance over 5 years is 7,761,707.60 Yuan. 5. The bad debts proportion and reasons for individual accounts receivable without significant amount, but with s ignificant credit risk according to credit risk characteristics portfolioFor the accounts receivable over 5 years, the bad debts proportion is 50% of the balance. For accounts receivable that are surely uncollectible, the bad debts proportion could be increased to 100% of the balance. After deducting individual accounts receivable with significant amount from accounts receivable satisfied with above situations, the leavings are individual accounts receivable without significant amount, but with significant credit risk. 3.Prepayments (1) Aging analysis 30 Jun 2010 1 Jan 2010 Ages Balance Proportion (%) Balance Proportion (%) Within 1 year 7,696,180.15 62.03 38,951,175.90 87.95 1-2 years 4,410,600.00 35.55 4,974,585.03 11.23 2-3 years 60,000.00 0.14 Over 3 years 300,000.00 2.42 300,000.00 0.68 Total 12,406,780.15 100.00 44,285,760.93 100.00 (2) Top five units of prepayments Company’s Name Relationship Amounts Proportion (%) Year Unsettled reason Guangdong High-spirited Technology Development Co., Ltd. client 4,410,600.00 35.55 2008 Shantou Kin Group Hainan Branch client 3,879,434.82 31.27 2009 Beijing Mingmei Garden Construction Engineering Co., Ltd client 1,544,893.80 12.45 2009 Xizi Otis Co., Ltd client 861,140.00 6.94 2009 Wuhan Yigeli Technology Development Co., Ltd. client 300,000.00 2.42 2006 Pre-paid subcontracting project with a long-term construction cycle. Total 10,996,068.62 88.63 Note 1: The year end balance did not contain any debt owned by major shareholders who own more than 5% of the Company’s share capital.4. Dividends receivable (1) Details of dividends receivable Items Jan 1, 2010 Increment Decrement Jun 30, 2010 Hainan Pearl River Guanzhuang Co., Ltd. 260,015.00 260,015.00 Total 260,015.00 260,015.00 (2) Dividends receivable exceed one year Invested company Age Ending balance Reason Impairment loss Hainan Pearl River Guanzhuang Co., Ltd. 2-3 years 260,015.00 The invested company has the fund tight problem None Total 260,015.00 5.Other receivables (1) Others receivable listed by categories June 30, 2010 Jan 1, 2010 Amounts Bad Debt Provision Amounts Bad Debt Categories Provision Amounts Ratio (%) Amounts Ratio (%) Amounts Ratio (%) Amounts Ratio (%) Significant accounts receivable 268,991,392.77 82.70 16,400,800.35 6.10 208,704,388.81 90.43 24,242,029.15 11.62 Non-significant but high risk portfolio accounts receivable 28,287,602.78 8.70 25,988,118.67 91.87 17,831,727.32 7.72 16,297,455.25 91.40 Other non-significant accounts receivable 27,974,376.94 8.60 615,097.01 2.20 4,260,121.19 1.85 662,016.45 15.54 Total 325,253,372.49 100.00 43,004,016.03 13.22 230,796,237.32 100.00 41,201,500.85 17.85 (2) Aging analysis 30 Jun 2010 1 Jan 2010 Ages Balance Proportion (%) Bad debts Bad debts ratio (%) Balance Proportion (%) Bad debts Bad debts ratio (%) Within 1 year 277,414,763.44 85.29 5,548,295.27 2.00 182,969,316.25 79.28 3,658,913.68 2.00 1-2 years 48,580.92 0.01 2,429.05 5.00 44,584.58 0.02 2,229.23 5.00 2-3 years 216,960.35 0.07 21,696.04 10.00 441,128.03 0.19 253,686.19 57.513-4 years 800,000.00 0.25 160,000.00 20.00 800,000.00 0.35 260,000.00 32.50 4-5 years 6,002,840.00 1.85 1,800,852.00 30.00 6,005,129.00 2.60 1,801,538.70 30.00 Over 5 years 40,770,227.78 12.53 35,470,743.67 87.00 40,536,079.46 17.56 35,225,133.05 86.90 Total 325,253,372.49 100.00 43,004,016.03 13.22 230,796,237.32 100.00 41,201,500.85 17.85 (2) Top five units of others receivable Name Relationship with the company Owned amount Ages Proportion of total Other receivable (%) Mengneng International Energy Development Co., Ltd. The entity outside the group 131,783,274.72 Within 1 year 40.52 Beijing Wanjiahengtai Investment Co., Ltd. The entity outside the group 61,000,000.00 Within 1 year 18.75 Beijing WucaixiangshiTechnology and trading Co.ltd The entity outside the group 57,125,493.05 Within 1 year 17.56 YangPu Nanhua Datong investment Co., Ltd Ministry interests party 12,600,000.00 600,000.00 Yuan between 3-4 years; 6,000,000.00 Yuan between 4-5 Years; and 6,000,000.00 Yuan over 5 years 3.88 Shenzhen impression computer Co., Ltd The entity outside the group 6,482,625.00 Within 1 year 1.99 Total 198,482,661.67 82.70 Note : The year end balance did not contain any debt owned by major shareholders who own more than 5% of the Company’s share capital. 6. Inventories (1) Inventories category Jun 30, 2010 Jan 1, 2010 Items Ending Balance Provision for Inventory Book value Ending Balance Provision for Inventory Book value Raw materials 2,100,342.36 2,100,342.36 2,374,414.73 2,374,414.73 Low-value consumption goods: 17,383.70 17,383.70 Finished goods 343,172.53 343,172.53 343,423.63 343,423.63 Constructing development product 39,711,170.00 39,711,170.00 155,099,116.09 41,686,535.83 113,412,580.26 Development products 160,180,833.60 22,610,830.73 137,570,002.87 445,462,776.95 22,610,830.73 422,851,946.22 Total 202,335,518.49 22,610,830.73 179,724,687.76 603,297,115.10 64,297,366.56 538,999,748.54 (2) Inventories impairment provision Decrement Items 1 Jan 2010 Increment Transfer back Write off 30 Jun 2010 Constructing development product 41,686,535.83 7,200,000.00 34,486,535.83 0.00 Development product 22,610,830.73 22,610,830.73 Total 64,297,366.56 7,200,000.00 34,486,535.83 22,610,830.73(3) Constructing development product listed as follows: Project name Commencement date Estimated time for completion Estimated total investment (0’000) 30 Jun 2010 1 Jan 2010 Wuhan Meilin Qingcheng second and third period projects In Sep 2006 In 2011 79,929.00 39,711,170.00 41,803,027.01 Longzhu third period project 0.00 52,124,012.28 Along No.1 road engineering project 0.00 61,172,076.80 Total 39,711,170.00 155,099,116.09 (4) Development product is as follows: Project name Time for completion 1 Jan 2010 Increment Decrement 30 Jun 2010 Pearl River Plaza F3 Dijing In 1995 5,315,696.54 5,315,696.54 Pearl River Plaza F4 attaching building In 1995 8,412,701.88 8,412,701.88 Longzhu Plaza In 1992 1,598,659.60 1,598,659.60 Pearl River Plaza underground garage In 1995 6,919,373.98 6,919,373.98 Longzhu Plaza underground garage In 1992 2,664,000.00 2,664,000.00 Rose garden high floor house In 2000 1,908,873.88 1,908,873.88 Rose garden underground garage second floor In 2000 30,345,040.97 30,345,040.97 Bike Library 4,920,158.38 4,920,158.38 Wuhan Meilin Qingcheng project-P1 In Aug 2006 3,497,980.75 3,497,980.75 Wuhan Meilin Qingcheng project-P2 In Sep 2009 379,880,290.97 285,281,943.35 94,598,347.62 Total 445,462,776.95 285,281,943.35 160,180,833.60 7. Available for sales financial assets (1) Available for sales financial assets listed by categories Items Fair value at Jun 30,2010 Fair value at Jan 1,2009 Available for sales equity instrument 405,317,500.00 Total 405,317,500.00 (2) Details for available for sales financial assetsNames No. of shares holding Initial investment costs Fair value at Jun 30,2010 Southwest Securities 33,250,000.00 42,460,376. 01 405,317,500.00 Total 33,250,000.00 42,460,376. 01 405,317,500.00 Note 1. At the end of the year, the fair value of the available for sales financial assets exceeded the initial invested cost, and the exceeded amount was 362,857,123.99 Yuan, which was consisted with the capital reserve of 284,968,998.99 Yuan and the deferred income tax liability of 77,888,125.00 Yuan. 8. Joint investment and joint venture investment (1) Joint investment Name Nature Registration address legal representative Business Character Registered capital Percentage of equity interest (%) Percentage of vote right (%) Shanghai Sea Pearl Property Management Corporation Limited liability Shanghai Qing Zheng Real Estate Development1,660,460.00 50 50 Name Ending Balance of Total Assets Ending Balance of Total Liabilities Ending Balance of Net Assets Operating Income Net profit Shanghai Sea Pearl Property Management Corporation 3,173,842.07 2,490,302.11 683,539.96 2,419,028.10119,772.64 (2) Joint venture investment Name Nature Registration address legal representative Business Character Registered capital Percentage of equity interest(%) Percentage of vote right (%) Beijing Sunshine Tiansheng Property Management Co., Ltd. Limited liability Beijing Qing Zheng Property Management5,000,000.00 30 30 Name Total Assets on Jun 30, 2010 (IRR) Total Liabilities on Jun 30, 2010 (IRR) Net Assets on Jun 30, 2010 (IRR) Total Operating Income till Jun 30, 2010 (IRR) Net Profit till Jun 30, 2010 (IRR) Beijing Sunshine Tiansheng Property Management Co., Ltd. 9,502,284.88 4,486,323.18 5,009,816.49 3,266,951.19 -324,908.58Name Total Assets on Jun 30, 2010 (IRR) Total Liabilities on Jun 30, 2010 (IRR) Net Assets on Jun 30, 2010 (IRR) Total Operating Income till Jun 30, 2010 (IRR) Net Profit till Jun 30, 2010 (IRR) Name Nature Registration address legal representative Business Character Registered capital Percentage of equity interest(%) Percentage of vote right (%) Sanya Wanjia Enterprises Holding Co., Ltd. Limited liability Hainan Sanya Qing Zheng Cultural and sports services 100,000,000 40 40 Name Total Assets on Jun 30, 2010 (IRR) Total Liabilities on Jun 30, 2010 (IRR) Net Assets on Jun 30, 2010 (IRR) Total Operating Income till Jun 30, 2010 (IRR) Net Profit till Jun 30, 2010 (IRR) Sanya Wanjia Enterprises Holding Co., Ltd. 98,420,499.83 999,687.34 97,420,812.49 0.00 162,161.38 9. Long-term Equity Investment Name Accounting Method Initial investment Cost Beginning Balance Increase or decrease Ending Balance Percentage of equity interest (%) Percentage of vote right (%) Impairment loss provision Current impairment loss Guangzhou Pearl River Investment Management Co., Ltd Cost Method 18,177,240.29 18,177,240.29 18,177,240.29 9.4785 9.4785 7,352,245.39 Network Science and Technology Investment Co. Cost Method 10,000,000.00 10,000,000.00 10,000,000.00 10 10 10,000,000.00 China (Hainan) Reform and Development Institute Cost Method 8,640,000.00 8,640,000.00 8,640,000.00 8,640,000.00 Hainan Tongsheng Ports Co. Cost Method 6,000,000.00 6,000,000.00 6,000,000.00 6,000,000.00 Hainan Nanyang Shipping Industrial Company Limited Cost Method 1,680,000.00 1,680,000.00 1,680,000.00 1,680,000.00 Nan Li Lake membership card Cost Method 662,400.00 662,400.00 662,400.00 662,400.00 Hainan Pearl River Guanzhuang Co., Ltd Cost Method 618,500.00 426,315.00 426,315.00 1.33 1.33 Hainan Chamber of Commerce Cost Method 500,000.00 500,000.00 500,000.00 6.67 6.67 500,000.00 Nan Li Lake Golf Membership Card Cost Method 249,000.00 249,000.00 249,000.00 249,000.00 Hainan Huadi Pearl River Foundation Engineering Cost Method 160,000.00 160,000.00 160,000.00 2 2Name Accounting Method Initial investment Cost Beginning Balance Increase or decrease Ending Balance Percentage of equity interest (%) Percentage of vote right (%) Impairment loss provision Current impairment loss Co., Ltd. Beijing Sunshine Tiansheng Property Management Co., Ltd. Equity Method 1,500,000.00 1,571,206.89 1,571,206.89 30 30 Shanghai Sea Pearl Property Management Corporation Equity Method 832,000.00 498,999.62 498,999.62 50 50 332,092.00 Sanya Wanjia Enterprises Holding Co., Ltd. Equity Method 40,000,000.00 0.00 38,968,325.00 38,968,325.00 40 40 Total 89,019,140.29 48,565,161.80 38,968,325.00 87,533,486.80 35,415,737.39 10. Investment real estates Items 1 Jan 2010 Increment Decrement 30 Jun 2010 I. Original value 26,260,649.34 26,260,649.34 Buildings and structures 26,260,649.34 26,260,649.34 II. Accumulated depreciation and amortization 2,497,903.02 442,349.76 2,940,252.78 Buildings and structures 2,497,903.02 442,349.76 2,940,252.78 III. Impairment provision 2,979,083.88 2,979,083.88 Buildings and structures 2,979,083.88 2,979,083.88 IV. Book value 20,783,662.44 -442,349.76 20,341,312.68 Buildings and structures 20,783,662.44 -442,349.76 20,341,312.68 Note 1. The depreciation of this year was 442,349.76 Yuan. 2. The building for mortage loan was explained “V.18”. 11. Fixed assets Items 1 Jan 2010 Increment Decrement 30 Jun 2010 I. Original value 348,828,316.22 6,274,675.07 14,569,882.59 340,533,108.70 Buildings and structures 260,181,947.12 0.00 9,945,903.82 250,236,043.30 General equipments 39,998,515.14 3,903,432.45 127,849.62 43,774,097.97 Vehicles 16,643,922.96 1,893,024.62 4,303,578.43 14,233,369.15 Other equipments 32,003,931.00 478,218.00 192,550.72 32,289,598.28 II. Accumulated depreciation 71,901,363.41 9,443,127.58 5,947,183.22 75,397,307.77 Buildings and structures 26,693,513.68 4,623,515.35 3,758,503.63 27,558,525.40 General equipments 20,401,545.45 1,198,186.85 23,296.48 21,576,435.82Items 1 Jan 2010 Increment Decrement 30 Jun 2010 Vehicles 8,747,465.60 1,120,741.66 2,113,321.20 7,754,886.06 Other equipments 16,058,838.68 2,500,683.72 52,061.91 18,507,460.49 III. Impairment provision 12,111,469.32 0.00 4,612,173.40 7,499,295.92 Buildings and structures 12,111,469.32 0.00 4,612,173.40 7,499,295.92 General equipments Vehicles Other equipments IV. Book value 264,815,483.49 6,274,675.07 13,453,653.55 257,636,505.01 Buildings and structures 221,376,964.12 0.00 6,198,742.14 215,178,221.98 General equipments 19,596,969.69 3,903,432.45 1,302,739.99 22,197,662.15 Vehicles 7,896,457.36 1,893,024.62 3,310,998.89 6,478,483.09 Other equipments 15,945,092.32 478,218.00 2,641,172.53 13,782,137.79 Note 1. The depreciation cost of this year was 9,443,127.58 Yuan. 2. The building for mortage loan was explained “Note V.18”. 3:The Buildings and structures in Wuhan Club is 6,616,310.00 Yuan; the relevant property ownership certificate is in course of handling, which will be expectly obtained in 2010. 12. Construction in progress 30 Jun 2010 1 Jan 2010 Project name Ending Balance Impairment loss provision Book value Ending Balance Impairment loss provision Book value Lake Hotel 4,313,000.00 4,313,000.00 2,510,000.00 2,510,000.00 Total 4,313,000.00 4,313,000.00 2,510,000.00 2,510,000.00 13. Engineering Materials Items 1 Jan 2010 Increment Decrement 30 Jun 2010 Appliance 606,206.60 606,206.60 Total 606,206.60 606,206.60 14. Intangible assets Items 1 Jan 2009 Increment Decrement 31 Dec 2009 I. Original value 35,483,465.18 9,900.00 35,493,365.18Land use right of Sanya hotel 30,342,484.00 30,342,484.00 Sanya villa land 1,839,022.44 1,839,022.44 Wuhan club land 1,443,725.13 1,443,725.13 Shanghai house use right 695,732.00 695,732.00 Software 682,501.61 9,900.00 692,401.61 Others 480,000.00 480,000.00 II.Accumulative amortization 2,866,286.62 481,543.30 3,347,829.92 Land use right of Sanya hotel 2,286,810.58 394,224.94 2,681,035.52 Sanya villa land 142,990.92 23,831.82 166,822.74 Wuhan club land 52,807.91 10,312.32 63,120.23 Shanghai house use right 230,402.82 6,957.32 237,360.14 Software 149,858.02 35,967.77 185,825.79 Others 3,416.37 10,249.13 13,665.50 III. Total impairment loss provision IV. Carrying amount 32,617,178.56 9,900.00 481,543.30 32,145,535.26 Land use right of Sanya hotel 28,055,673.42 394,224.94 27,661,448.48 Sanya villa land 1,696,031.52 23,831.82 1,672,199.70 Wuhan club land 1,390,917.22 10,312.32 1,380,604.90 Shanghai house use right 465,329.18 6,957.32 458,371.86 Software 532,643.59 9,900.00 35,967.77 506,575.82 Others 476,583.63 10,249.13 466,334.50 Note 1. The right to use land of 30,780.13 square meters in Sanya hotel has been mortgaged for bank loan. Details refer to “Notes V. 18”. 2:. The Accumulative amortization of this year was 481,543.30 Yuan. 3: The carrying amount of land use right in Wuhan Club is 1,443,725.13 Yuan; the relevant property ownership certificate is in course of handling, which will be expectly obtained in 2010. 15. Long-term prepayments Items 1 Jan 2010 Increment Amortization Other decrements 30 Jun 2010 Pearl Ito supermarket renovation costs (Zhengzhou) 71,087.33 71,087.33 0.00 Sanya staff quarters decoration (Sanya) 151,661.90 9,958.00 14,886.84 146,733.06 South China Sea Monsoon dormitory renovation costs (Sanya) 1,324,418.00 1,324,418.00Items 1 Jan 2010 Increment Amortization Other decrements 30 Jun 2010 Total 222,749.23 1,334,376.00 85,974.17 1,471,151.06 16. Deferred income tax asset and deferred income tax liability (1) Identified deferred income tax liability Items 30 Jun 2010 1 Jan 2010 Deferred income tax liability: Changes on the fair value of available for sales financial assets credited to capital reserves 77,888,125.00 134,413,125.00 Total 77,888,125.00 134,413,125.00 (3) Unrecognised deferred income tax asset Items 30 Jun 2010 1 Jan 2010 Deductible temporary differences 121,772,008.51 171,374,151.29 Deductible loss Total 121,772,008.51 171,374,151.29 17. Assets impairment provision Decrement Items 1 Jan 2010 Increment Transfer back Write off 30 Jun 2010 Bad debt provision 51,515,099.77 2,485,100.77 733,139.95 53,267,060.59 Inventories impairment provision 64,297,366.56 7,200,000.00 34,486,535.83 22,610,830.73 long-term equity investment impairment provision 35,415,737.39 35,415,737.39 Investment property impairment provision 2,979,083.88 2,979,083.88 Fixed assets impairment provision 12,111,469.32 4,612,173.40 7,499,295.92 Total 166,318,756.92 2,485,100.77 7,200,000.00 39,831,849.18 121,772,008.51 Note: There was the amount of 733,139.95 Yuan bad debt provision written off in this year, which was caused by the death of the debtor. 18. Assets with restricted ownership Items Assets name Amount Remark 1.Fixed assets Buildings and structures Main Building of Days Hotel & Suites Sanya Resort 179,127,402.35 It has been mortgaged to the Bank of China Hainan Yeshumeng branch for loan 110 million Yuan (ContractItems Assets name Amount Remark No.G004-1). Buildings and structures Hotel Villa A, B & C 7,275,235.79 It has been mortgaged to the Bank of China Hainan Yeshumeng branch for loan 110 million Yuan (Contract No.G004-1). 2.Intangible assets Land use rights Main Building of Days Hotel & Suites Sanya Resort 27,661,448.48 It has been mortgaged to the Bank of China Hainan Yeshumeng branch for loan 110 million Yuan (Contract No.G004-2). Land use rights Hotel Villa A, B & C 1,672,199.70 It has been mortgaged to the Bank of China Hainan Yeshumeng branch for loan 110 million Yuan (Contract No.G004-2). 3. Pledged assets Available for sales financial assets 3.325 millions Shares of Southwest Security 405,317,500.00 It has been mortgaged to Jilin Province Trust Co., Ltd. for the loan of 260 million Yuan (Contract No. JLXT2009A018). Total 617,221,342.60 Note: Assets with restricted ownership are mainly used for guarantee of bank loans. 19. Short-term loans Category 30 Jun 2010 1 Jan 2010 Guaranteed loans 260,000,000.00 276,000,000.00 Total 260,000,000.00 276,000,000.00 Note 1. The Company provides mortgage for the loan, details refer to “Notes V. 18”. 20. Accounts payable 30 Jun 2010 1 Jan 2010 Ages Ending Balance Percentage (%) Opening Balance Percentage (%) Within 1 year 10,498,876.35 53.49 57,196,672.38 80.79 1 to 2 years 530,945.54 2.70 1,864,604.39 2.63 2 to 3 years 1,709,518.17 8.71 4,842,718.17 6.85 3 years and more 6,889,366.70 35.10 6,889,366.70 9.73 Total 19,628,706.76 100.00 70,793,361.64 100.00 Note 1. The end of this reporting period did not contain debt owned by any major shareholders who own more than 5% of the Company’s share capital. 21. Accounts received in advance30 Jun 2010 1 Jan 2010 Ages Ending Balance Percentage (%) Opening Balance Percentage (%) Within 1 year 46,116,932.11 100.00 220,582,372.38 71.87 1 to 2 years 86,349,791.40 28.13 Total 46,116,932.11 100.00 306,932,163.78 100.00 Note 1. The end of this reporting period did not contain debt owned by any major shareholders who own more than 5% of the Company’s share capital. 22. Accrued payroll Items 1 Jan 2010 Increment Decrement 30Jun2010 I. Salary, bonus, allowance 2,015,140.89 22,250,278.50 23,530,767.79 734,651.60 II. Employee Welfare expenses 2,372,419.91 2,521,686.62 -149,266.71 III. Social insurance 3,156,785.86 3,155,625.86 1,160.00 Where:1)Medical insurance 776,087.52 775,807.52 280.00 2) Endowment insurance 2,146,156.13 2,145,356.13 800.00 3) Unemployment insurance 143,805.17 143,765.17 40.00 4) Working accident insurance 51,388.61 51,360.61 28.00 5) Maternity insurance 39,348.43 39,336.43 12.00 IV. Housing accumulation fund 311,215.95 310,735.95 480.00 V. Labor union fees& Employee educ ation fees 3,040,253.48 768,300.08 470,172.84 3,338,380.72 VI. Non-monetary welfares VII. Compensation for dismissal Total 5,055,394.37 28,859,000.30 29,988,989.06 3,925,405.61 Note: There is no accrued payroll without paid on time or linking with work efficiency. 23. Taxes payable Items 30 Jun 2010 1 Jan 2010 VAT -233,955.72 -154,744.14 Individual income tax 27,515.80 86,797.33 City construction and maintenance tax 361,024.50 -647,708.95 Corporate income tax -483,269.94 -4,521,322.61 Property tax 460,843.97 610,026.42 Business tax 4,556,877.26 -9,798,993.83Items 30 Jun 2010 1 Jan 2010 Land use tax 79,762.04 306,731.82 Education fee 93,168.90 -404,484.23 Local education fee 29,984.36 -145,039.08 Land value-added tax 12,694,809.62 -2,046,090.32 Others 239,016.37 -233,304.06 Total 17,825,777.16 -16,948,131.65 24. Interest payable Item 30 Jun 2010 1 Jan 2010 Loan interest 81,696,774.66 65,601,325.75 Total 81,696,774.66 65,601,325.75 Note 1: The end of this year did not contain debt owned by any major shareholders who own more than 5% of the Company’s share capital. Details refer to “Notes VI. Related party relationship and transactions”. 25. Dividend payable Investor 30 Jun 2010 1 Jan 2010 Dividend payable of institutional shares 3,213,302.88 3,213,302.88 Total 3,213,302.88 3,213,302.88 26. Other payables 30 Jun 2010 1 Jan 2010 Age Ending Balance Percentage (%) Opening Balance Percentage (%) Within 1 year 152,713,866.83 52.57 206,498,548.48 62.05 1 to 2 years 34,386,639.97 11.84 22,886,639.41 6.88 2 to 3 years 64,536,965.19 22.21 68,036,965.19 20.45 3 years and more 38,856,738.57 13.38 35,356,738.57 10.62 Total 290,494,210.56 100.00 332,778,891.65 100.00 Note 1: The end of this year did not contain debt owned by any major shareholders who own more than 5% of the Company’s share capital. Details refer to “Notes VI. Related party relationship and transactions”. 2: Other payables over 3 years are mainly caused by the loan from the shareholders. Details refer to “Notes VI. Related party relationship and transactions”. 27. Non-current liability due within one year(1) Non-current liabilities due within 1 year listed by categories Category 30 Jun 2010 1 Jan 2010 Long-term loan due within 1 year 29,980,110.00 79,980,110.00 Total 29,980,110.00 79,980,110.00 (2)Long-term loan due within 1year Loan Term 30 Jun 2010 1 Jan 2010 Credit Loan 29,980,110.00 79,980,110.00 Total 29,980,110.00 79,980,110.00 28. Long-term borrowings (1) Long-term borrowings listed by categories Category 30 Jun 2010 1 Jan 2010 Pledge loans 105,000,000.00 110,000,000.00 Total 105,000,000.00 110,000,000.00 29. Share capital Unit: share 1 Jan 2010 Increment or decrement (+,-) 30 Jun 2010 Items Num. of Shares Percentage (%) issued new shares Bonus issue Surplus converted others subtotal amount Percentage % 1. Unlisted shares 3,924,131 0.92 -2,599,000 -2,599,000 1,325,131 0.31 State owned shares Other domestic shares 3,898,500 0.91 -2,599,000 -2,599,000 1,299,500 0.30 Including:Domestic corporate shares 3,898,500 0.91 -2,599,000 -2,599,000 1,299,500 0.30 Domestic natural person shares 25,631 0.01 25,631 0.01 2.Listed shares 422,821,273 99.08 2,599,000 2,599,000 425,420,273 99.69 A shares 357,846,273 83.85 2,599,000 2,599,000 360,445,273 84.46 B shares 64,975,000 15.23 64,975,000 15.23 3. Total shares 426,745,404 100.00 426,745,404 100.0030. Capital surplus Items 1 Jan 2010 Increment Decrement 30Jun 2010 Capital reserve spill price 224,960,139.16 224,960,139.16 Others capital surplus 563,844,016.81 169,575,000.00 394,269,016.81 Including: Old capital surplus converted into 109,300,017.82 109,300,017.82 Changes on fair value of available for sales financial assets 588,957,123.99 226,100,000.00 362,857,123.99 Income tax effects -134,413,125.00 -56,525,000.00 -77,888,125.00 Total 788,804,155.97 169,575,000.00 619,229,155.97 31. Surplus reserves Items 30Jun 2010 1 Jan 2010 statutory surplus reserve 76,542,657.95 76,542,657.95 General surplus reserve 37,634,827.93 37,634,827.93 Total 114,177,485.88 114,177,485.88 32. Undistributed profits Items Amounts allocation proportion Non-adjusted ending balance of the year 2009 -676,622,621.58 Adjusted opening balance of the year 2009 -676,622,621.58 Add: Net profit attributed to the owners of the parent company 50,911,704.50 Less:Statutory surplus reserve Random surplus reserve Common risk provision Dividend payable of Ordinary shares Share capital converted from dividend of ordinary shares Add:others 1,644,809.33 Ending balance of the year 2010 -624,066,107.75 33. Operating income and operating costs (1) Operating income Items Jan-Jun 2010 Jan-Jun 2009 Main operating business income 543,211,038.95 47,789,502.38 Other operating business income 825,533.20 248,358.20Items Jan-Jun 2010 Jan-Jun 2009 Total 544,036,572.15 48,037,860.58 (2) Operating costs Items Jan-Jun 2010 Jan-Jun 2009 Main operating business costs 366,171,025.51 38,201,762.92 Other operating business costs 495,785.82 33,987.67 Total 366,666,811.33 38,235,750.59 (3) The details of main operating businesses were as follows according to products: Jan-Jun 2010 Jan-Jun 2009 Items Main operating business income Main operating business costs Main operating business income Main operating business costs Real estate sales 489,083,485.00 327,406,426.69 460,000.00 449,307.08 Property management services 34,632,653.97 29,919,876.36 33,005,992.65 29,223,745.48 Tourist hotel services 19,494,899.98 8,844,722.46 14,323,509.73 8,528,710.36 (4) The details of main operating businesses were as follows according to regions: Jan-Jun 2010 Jan-Jun 2009 Location Main operating business income Main operating business costs Main operating business income Main operating business costs Hainan 135,353,262.55 80,500,200.35 47,014,572.58 37,377,537.54 Hubei 407,857,776.40 285,670,825.16 314,929.80 374,918.30 Shanghai 460,000.00 449,307.08 Note 1: The total balance of the top five customers was 89,347,518.00 Yuan, and was 16.42% of total income. 34. Operating taxes and extras Items Jan-Jun 2010 Jan-Jun 2009 City construction and maintenance tax 1,904,128.00 141,911.22 Education fee 816,054.86 65,391.41 Business tax 27,201,828.61 2,179,713.63 Land value-added tax 32,570,104.29 Others 1,312,500.42 17,073.39 Total 63,804,616.18 2,404,089.6535. Investment income Items Jan-Jun 2010 Jan-Jun 2009 Long-term equity investment income accounted by Costs Method Long-term equity investment income accounted by Equity Method 64,864.56 Investment income of disposal Long-term equity investment 131,129,924.21 Total 64,864.56 131,129,924.21 36. Impairment Loss of Assets Items Jan-Jun 2010 Jan-Jun 2009 Bad debts impairment loss 2,485,100.77 7,398,279.67 Provision for obsolete stock -7,200,000.00 Total -4,714,899.23 7,398,279.67 37. Non-operating income (1) Details of non-operating income Items Jan-Jun 2010 Jan-Jun 2009 Gain on disposal of non-current assets 1,710,013.72 152,824.57 Demolition compensation Gains on debt restructure Unable to paid funds Others 297.60 Total 1,710,013.72 153,122.17 38. Non-operating expenses Items Jan-Jun 2010 Jan-Jun 2009 Loss on disposal of fixed assets 32,373.03 27,500.00 Donation Penalty payout 52,257.59 139,583.58 Indemnity for breaking a contractItems Jan-Jun 2010 Jan-Jun 2009 Others 28,900.00 51,935.47 Total 113,530.62 219,019.05 39. Income tax Items Jan-Jun 2010 Jan-Jun 2009 Income tax this year 12,880,565.60 52,338.18 Total 12,880,565.60 52,338.18 40. Information of cash flow statement (1) Cash received relating to other operating activities Items Jan-Jun 2010 Jan-Jun 2009 Collecting water and electricity charge of owners 5,658,235.50 3,925,070.00 Interest income Deposit of investment 36,000,000.00 Transaction funds 556,800.00 3,218,920.97 Others 2,265,699.45 1,248,733.06 Total 44,480,734.95 8,392,724.03 (2) Cash paid relating to other operating activities Items Jan-Jun 2010 Jan-Jun 2009 Mudanjiang Jingbo Lake Tourism Group Co.,Ltd. 4,000,000.00 Other transaction funds 3,806,878.04 3,297,684.33 Information disclosure fee 4,425,623.80 3,211,544.43 Audit consulting fees 556,000.00 548,592.00 Advertising expenses 2,768,622.00 848,330.80 Agent and lawyer fee 3,927,646.00 595,928.62 Travel expenses Entertainment expenses Office expensesItems Jan-Jun 2010 Jan-Jun 2009 Wanjia Hotel expenses Rent expenses Vehicle expenses Other management fees 5,409,286.83 2,989,353.75 Total 24,894,056.67 11,491,433.93 (3)Cash paid relating to other financing activities Items Jan-Jun 2010 Jan-Jun 2009 Sanya Wanjia 15,401,893.30 Total 15,401,893.30 43.Supplementary information of cash flow statement (1) Supplementary information Items Jan-Jun 2010 Jan-Jun 2009 1.Reconciliation of net profit to cash flows from operating activities: Net profit 57,924,931.39 83,538,723.31 Add: Provision for assets impairment -18,641,531.66 7,398,279.67 Depreciation of fixed assets , production biological assets , petroleum and natural gas 9,862,180.86 9,794,287.55 Amortization of intangible assets 481,543.30 463,946.51 Amortization of long-term prepayments 85,974.17 4,725.97 Losses on disposal of fixed assets, intangible assets and other long-term assets 2,927,123.32 -125,324.57 Losses on scrapping of fixed assets 6,040.33 Losses on fair value change Financial expenses 13,063,109.39 15,661,852.24 Investment losses -64,864.56 -131,129,924.21 Decrease in deferred income tax assets Increase in deferred income tax liabilities Decrease in inventories 375,789,519.81 -85,081,371.04 Decrease in operating receivables -9,161,204.93 -7,305,375.37 Increase in operating payables -289,621,996.40 143,384,584.42Items Jan-Jun 2010 Jan-Jun 2009 Others Net cash flows from operating activities 142,650,825.02 36,604,404.48 2.Significant investing and financing activities that non-cash receipts and payments Conversion of debt into capital Convertible bonds to be expired within one year Fixed assets under finance lease 3.Net increase in cash and cash equivalents Cash at the end of the period 238,917,598.63 67,965,850.02 Less: Cash at the beginning of the period 291,787,132.78 36,655,536.17 Add: Cash equivalents at the end of the period Less: Cash equivalents at the beginning of the period Net increase in cash and cash equivalents -52,869,534.15 31,310,313.85 (2) Cash and cash equivalents Items Year 2010 Year 2009 1. Cash 238,917,598.63 67,965,850.02 Including: Cash on hand 193,980.73 232,710.39 Bank deposit paid at any time 238,697,000.71 67,703,139.63 Other monetary funds paid at any time 26,617.19 30,000.00 2. cash equivalents 3. Cash and cash equivalents at the end of year 238,917,598.63 67,965,850.02 VI. Related party relationship and transactions (1) Parent company and ultimate controller: Name Registered address Organization code Principal operating Relationship with the Company Registered capital Holding proportion Voting rights proportion Beijing Wangfa Real Estate Development Holdings Co., Ltd Beijing 60003715-7 Real estate development and operation The first largest shareholder 280 million Yuan 26.36% 26.36% Beijing Xinxing Real Estate Development Company Beijing 10113538-5 Real estate development and operation Controller of the first largest shareholder 10 million Yuan(2) Information about subsidiaries Details refer to “Note IV. 1. Subsidiaries established by the Company”. (3) Information about joint venture and affiliate of the Company Name Organization code Registered address Principal operating Registered capital Holding proportion Voting rights proportion Shanghai Bright Pearl at Sea Property Management Company 60732602-3 Shanghai Property management service 1,660,000 50% 50% Beijing Yangguang Tiancheng Property Management Co., Ltd 77954738-3 Beijing Property management service 5,000,000 30% 30% (4) Other related parties Name Relationship with the Company Organization code Beijing Yulong Jisheng Real Estate Development Co., Ltd. With same controller 72266773-9 4. Balances of related party receivable and payable Items Company Name Jun 30, 2010 Jan 1, 2010 Others payable: Beijing Xinxing Real Estate Development Company 152,540,447.00 152,540,447.00 Beijing Wangfa Real Estate Development Holdings Co., Ltd. 81,725,000.00 81,725,000.00 Beijing Yulong Jisheng Real Estate Development Co., Ltd. 1,500,000.00 1,500,000.00 Interest payable: Beijing Xinxing Real Estate Development Company 44,269,015.64 40,114,903.69 Beijing Wangfa Real Estate Development Holdings Co., Ltd. 22,042,765.43 19,934,761.80 VII. Contingent events The company's stock in the west of the Pearl River Plaza, fifth floor podium housing, Pearl Building, 21 floor property; fixed assets of the Pearl Building, Room 22 floor office building, Pearl Building, northeast side of real estate; investment real estate in Shanghai Pudong Road No. 23, Alley 1097, on the 24th floor podium, two-story underground garage floor and 104 parking spaces. 31,353,627.50 yuan book value of total mortgage to the Bank of Communications Co., Ltd. Hainan Branch, paragraphborrowings 1,600 million, loan period: November 24, 2009 to November 24, 2010, the loan was repaid 2010.02.01 , asset mortgage has been discharged. The company's fixed assets in real estate Sanya Wan Jia Daisi hotel main building and hotel Sanya Wan Jia Daisi A Building B Building C villas property, the book value of 216,154,343.08 dollars to assess the value of 44,099.52 million mortgaged to the Bank of China Co., Ltd. Haikou palm door Branch made 110 million yuan loan, the repayment period from 2010 to 2019 Year 10 repayment. The Company held 3,325 shares of Restricted Shares of Southwest Securities (stock code: SH.600369) pledge to the Jilin Province Trust Co., Ltd., to obtain loans for 260 million yuan trust, trust loan term of 12 months. VIII. Commitments Not applicable. IX. Non-adjusting events after the balance sheet date 1. Profit distribution after the balance sheet date Profits or dividends distributed Not applicable Profits or dividends approved to distribut Not applicable (1) In July 5, 2010, the board of directors decided to increase the registered capital of wholly owned subsidiary Mudanjiang City, Pearl River Hotel Management Co., Ltd.. This registered capital was increased by 40 million Yuan in cash. After capital increase, registered capital of Mudanjiang City, Pearl River Hotel Management Co., Ltd. is 60 million Yuan, and it is still the wholly owned subsidiary of the company. In August 4, 2010, the company paid 40 million Yuan to Mudanjiang City, Pearl River Hotel Management Co., Ltd., and the capital increase is finished. (2) In July 5, 2010, the board of directors approved a subsidiary Mudanjiang City, Pearl River Hotel Management Co., Ltd. to sign a "Share Transfer Agreement" with natural person shareholders Deying Lin and Guanwen Chen of Hailin City Snow Town Baroque Resort Hotel Co., Ltd. Mudanjiang City, Pearl River Hotel Management Co., Ltd. purchased 85% and 15% equity of Hailin City Snow Town Baroque Resort Hotel Co., Ltd. hold by Deying Lin and Guanwen Chen with 20 million Yuan and undertook 50 million debt (Creditors were natural person Deying Lin and Guanwen Chen). The "Share Transfer Agreement" is in the fulfilling process. X. Other important events Not applicable.XI. Notes to significant items of the parent company’s financial statements 1. Accounts receivable (1) Detailed information 30 Jun 2010 1 Jan 2010 Items Balance Proportion (%) Bad debts Bad debt ratio (%) Balance Proportion (%) Bad debts Bad debt ratio (%) Individual with significant amount 7,761,707.60 69.61 7,761,707.60 100.00 7,761,707.60 69.29 7,761,707.60 100.00 Individual without significant amount,but with significant credit risk 2,598,378.02 23.30 2,248,534.31 86.54 2,764,507.43 24.68 2,331,599.02 84.34 Other unimportant receivables 790,380.00 7.09 94,552.60 11.96 675,640.00 6.03 93,793.80 13.88 Total 11,150,465.62 100.00 10,104,794.51 90.62 11,201,855.03 100.00 10,187,100.42 90.94 (3) Age analysis Jun 30, 2010 January 1, 2010 Age Amounts Bad Debts Provision Amounts Bad Debts Provision Within 1 year 323,880.00 6,477.60 189,940.00 3,798.80 1 to 2 years 101,500.00 5,075.00 101,500.00 5,075.00 2 to 3 years 0.00 0.00 19,200.00 1,920.00 3 to 4 year 265,000.00 53,000.00 475,408.00 263,408.00 4 to 5 years 100,000.00 30,000.00 100,000.00 30,000.00 5 years and more 10,360,085.62 10,010,241.91 10,315,807.03 9,882,898.62 Total 11,150,465.62 10,104,794.51 11,201,855.03 10,187,100.42 2. Other receivables (1) Detailed information 30 Jun 20 10 1 Jan 2010 Items Balance Proportion (%) Bad debts Bad debt ratio (%) Balance Proportion (%) Bad debts Bad debt ratio (%) Individual with significant amount 319,749,517.82 93.10 20,267,340.40 6.34 245,181,330.83 93.10 27,344,029.73 11.15 Individual without significant amount ,but with significant credit risk 26,513,529.06 6.25 25,008,529.06 94.32 16,462,455.25 6.25 16,297,455.25 99.00 Other unimportant receivables 16,878,196.76 0.65 375,832.56 2.23 1,706,081.92 0.65 14,389.53 0.84 Total 363,141,243.64 100.00 45,651,702.02 12.57 263,349,868.00 100.00 43,655,874.51 16.58(3) Aging analysis June 30, 2010 January 1, 2010 Amounts Amounts Age Amounts Ratio (%) Bad Debt Provision Amounts Ratio (%) Bad Debt Provision Within 1 year 280,912,699.59 77.36 5,618,253.99 181,121,323.95 68.78 3,622,426.48 1 to 2 years 17,970.00 898.50 17,970.00 0.01 898.50 2 to 3 years 11,679.00 1,167.90 244,538.32 0.09 234,027.22 3 to 4 year 200,000.00 0.06 40,000.00 200,000.00 0.08 140,000.00 4 to 5 years 2,840.00 852.00 2,840.00 852.00 5 years and more 81,996,055.05 22.58 39,990,529.63 81,763,195.73 31.04 39,657,670.31 Total 363,141,243.64 100.00 45,651,702.02 263,349,868.00 100.00 43,655,874.51 2. Long-term equity investment Name Accounting Method Initial investment Cost Beginning Balance Increase or decrease Ending Balance Percentage of equity interest (%) Percentage of vote right (%) Impairment loss provision Current impairment loss Hainan Pearl River Properties and Hotels Management Co., Ltd. Cost Method 4,900,000.00 4,900,000.00 4,900,000.00 98.00 98.00 Sanya Wanjia Hotel Management Co., Ltd. Cost Method 120,000,000.00 120,000,000.00 120,000,000.00 100.00 100.00 Sanya Wanjia Enterprises Holding Co., Ltd. Equity Method 40,000,000.00 20,000,000.00 18,968,325.00 38,968,325.00 40.00 40.00 Hubei Pearl River Real Estate Development Co., Ltd. Cost Method 57,200,000.00 57,200,000.00 57,200,000.00 88.00 88.00 Hainan Pearl River Enterprises Holding Co., Ltd. Shanghai Real Estate Co. Cost Method 40,000,000.00 40,000,000.00 40,000,000.00 100.00 100.00 40,000,000.00 Beijing Jiubo Culture Development Co., Ltd. Cost Method 5,000,000.00 5,000,000.00 5,000,000.00 100.00 100.00 Mudanjiang Pearl River Hotel Management Co., Ltd. Cost Method 20,000,000.00 20,000,000.00 20,000,000.00 100.00 100.00 Guangzhou Pearl River Investment Management Co., Ltd Cost Method 18,177,240.29 18,177,240.29 18,177,240.29 9.48 9.48 7,352,245.39 Network Science and Technology Investment Co. Cost Method 10,000,000.00 10,000,000.00 10,000,000.00 10.00 10.00 10,000,000.00Name Accounting Method Initial investment Cost Beginning Balance Increase or decrease Ending Balance Percentage of equity interest (%) Percentage of vote right (%) Impairment loss provision Current impairment loss China (Hainan) Reform and Development Institute Cost Method 8,640,000.00 8,640,000.00 8,640,000.00 8,640,000.00 Hainan Tongsheng Ports Co. Cost Method 6,000,000.00 6,000,000.00 6,000,000.00 6,000,000.00 Hainan Nanyang Shipping Industrial Company Limited Cost Method 1,680,000.00 1,680,000.00 1,680,000.00 1,680,000.00 Nan Li Lake membership card Cost Method 662,400.00 662,400.00 662,400.00 662,400.00 Hainan Pearl River Guanzhuang Co., Ltd Cost Method 618,500.00 426,315.00 426,315.00 1.33 1.33 Hainan Chamber of Commerce Cost Method 500,000.00 500,000.00 500,000.00 500,000.00 Hainan Huadi Pearl River Foundation Engineering Co., Ltd. Cost Method 160,000.00 160,000.00 160,000.00 Total 333,538,140.29 313,345,955.29 18,968,325.00 332,314,280.29 74,834,645.39 4. Operating income and operating costs (1) Operating income Items Jan-Jun 2010 Jan-Jun 2009 Main operating business income 81,780,389.00 Other operating business income 150,254.20 193,955.00 Total 81,930,643.20 193,955.00 (2) Operating costs Items Jan-Jun 2010 Jan-Jun 2009 Main operating business costs 42,124,483.34 Other operating business costs 46,478.74 33,987.67 Total 42,170,962.08 33,987.67 (3) The details of main operating businesses were as follows according to products: Items Jan-Jun 2010 Jan-Jun 2009 Main operating business income Main operating business costs Main operating business income Main operating business costs Real estate sales 81,780,389.00 42,124,483.34(4) The details of main operating businesses were as follows according to regions: Jan-Jun 2010 Jan-Jun 2009 Location Main operating business income Main operating business costs Main operating business income Main operating business costs Hainan-Haikou 81,780,389.00 42,124,483.34 5. Investment income Items Jan-Jun 2010 Jan-Jun 2009 Income from transferring equity investment 64,864.56 131,129,924.21 Total 64,864.56 131,129,924.21 6. Supplementary information of cash flow statement Items Jan-Jun 2010 Jan-Jun 2009 1.Reconciliation of net profit to cash flows from operating activities: Net profit 11,512,721.21 107,267,730.82 Add: Provision for assets impairment -19,213,110.83 7,332,347.15 Depreciation of fixed assets , production biological assets , petroleum and natural gas 1,043,522.34 990,336.93 Amortization of intangible assets 23,831.82 23,831.82 Amortization of long-term prepayments Losses on disposal of fixed assets, intangible assets and other long-term assets 2,916,182.80 27,500.00 Losses on scrapping of fixed assets Losses on fair value change Financial expenses 6,035,811.28 10,681,712.32 Investment losses -64,864.56 -131,129,924.21 Decrease in deferred income tax assets Increase in deferred income tax liabilities Decrease in inventories 88,124,012.28 -1,364,542.91 Decrease in operating receivables -13,790,282.95 2,798,345.39 Increase in operating payables 591,425.46 -5,123,269.56 OthersItems Jan-Jun 2010 Jan-Jun 2009 Net cash flows from operating activities 77,179,248.85 -8,495,932.25 2.Significant investing and financing activities that non-cash receipts and payments Conversion of debt into capital Convertible bonds to be expired within one year Fixed assets under finance lease 3.Net increase in cash and cash equivalents Cash at the end of the period 128,061,969.24 630,103.56 Less: Cash at the beginning of the period 161,760,970.47 4,869,795.27 Add: Cash equivalents at the end of the period Less: Cash equivalents at the beginning of the period Net increase in cash and cash equivalents -33,699,001.23 -4,239,691.71 XII. Supplementary information 1. According to “Information disclosure requirement No.1 for the companies issuing securities publicly – Non-recurring Profit and Loss [2008]” issued by China Securities Regulatory Commission ([2008] No. 43), the amount of non-recurring profit and loss is as follows (profit is “+”, loss is “-”): Items Jan-Jun 2010 Profit and loss on disposal of non-current assets 1,677,640.69 Fund occupation fee from non-financial enterprises included in the current profit and loss 8,870,206.76 Profit and loss of debt restructure Investment income from disposal available for sales financial assets Other non-operating income and costs -81,157.59 Income tax impact -106,046.72 Equity impacts of minority interests -29,943.52 Total 10,330,699.622. Earnings per share Earnings per share Profit of this year Basic earnings per share Diluted earnings per share Jan-Jun 2010 Jan-Jun 2009 Jan-Jun 2010 Jan-Jun 2009 Net profit attributable to common shareholders 0.12 0.20 0.12 0.20 Net profit excluding non-recurring Profit and Loss attributable to common shareholders 0.10 -0.11 0.10 -0.11 XIII. Approval of the financial statements The financial statements have been approved by the board of directors of the Company in August 21, 2010. Based on the Articles of Association, the financial statements would be submitted to General Conference of Shareholders. Hainan Pearl River Holding Company Limited August 21, 2010