HAINAN PEARL RIVER HOLDINGS CO., LTD. THE THIRD QUARTERLY REPORT 2010 §1. Important Notice 1.1 The Board of Directors, the Supervisory Committee, directors, supervisors and senior executives of Hainan Pearl River Holdings Co., Ltd. (hereinafter referred to as “the Company”) hereby guarantee that this report carries no false information, misleading statements or major omissions, and will accept, individually and collectively, the responsibility for factuality, accuracy and completeness of the information set forth herein. 1.2 The Financial Report of this third quarterly report has not been audited by a CPA firm. 1.3 Mr. Zheng Qing (Chairman of the Board and GM of the Company), Mr. Chen Binglian (Standing Vice GM and Financial Principal of the Company) and Mr. Yang Daoliang (Vice GM and Manager of the Financial Department) hereby confirm that the Financial Report enclosed in this quarterly report is factual and complete. §2. Company Profile 2.1 Main accounting data and financial indicators Unit: (RMB) Yuan 30 Sept. 2010 31 Dec. 2009 Increase/decrease (%) Total assets (Yuan) 1,405,696,472.30 2,033,695,297.92 -30.88 Owners’ equity attributable to shareholders of listed company (Yuan) 527,271,351.72 653,104,424.27 -19.27 Share capital (Share) 426,745,404.00 426,745,404.00 0.00 Net assets per share attributable to shareholders of listed company (Yuan/share) 1.24 1.53 -18.95 Jul.-Sept. 2010 Increase/decrease year-on-year (%) Jan.-Sept. 2010 Increase/decrease year-on-year (%) Operating revenue (Yuan) 50,373,671.40 104.35% 594,410,243.55 717.75% Net profit attributable to shareholders of listed company (Yuan) -11,308,336.38 20.17% 39,603,368.12 -43.93% Net cash flows arising from operating activities (Yuan) -78,140,152.64 -273.38% 64,510,672.38 -21.01% Net cash flows per share arising from operating activities (Yuan/share) -0.18 -263.64% 0.15 -21.05% Basic earnings per share (Yuan/share) -0.03 0.00% 0.09 -47.06% Diluted earnings per share (Yuan/share) -0.03 0.00% 0.09 -47.06% Weighted average ROE (%) -2.13% 0.58% 6.71% -6.80% Weighted average ROE after deducting non-recurring gains and losses (%) -2.75% 0.41% 4.40% 16.41%Unit: (RMB) Yuan Items of non-recurring gains and losses Amount for the period from the year-begin to the period-end Gain/loss from non-current asset disposal 1,677,640.69 Capital occupation fees received from non-financial enterprises and recognized as current gain/loss 12,217,195.00 Other non-business incomes and expenses apart from the items above-net -115,192.59 Effect on income tax -106,046.72 Effect on minority interests -28,547.59 Total 13,645,048.79 2.2 Total number of shareholders at period-end and shareholding of top ten shareholders holding shares not subject to trading moratorium Unit: Share Total number of shareholders at period-end 49,019 Top ten shareholders holding shares not subject to trading moratorium Full name of shareholder Number of shares not subject to moratorium held at period-end Type of shares Beijing Wanfa Real Estate Development Co., Ltd. 112,479,478 RMB ordinary shares Wang Shuai 2,300,000 RMB ordinary shares Zhang Shengqing 2,139,972 RMB ordinary shares Chen Yunxuan 2,088,822 RMB ordinary shares Zhao Xiaoxia 1,949,250 Domestically listed foreign shares Wang Shuxia 1,947,641 RMB ordinary shares Cai Weimin 1,770,099 RMB ordinary shares Jiang Xiaoquan 1,555,863 RMB ordinary shares Zhang Xiuling 1,337,693 RMB ordinary shares Chen Zaiyan 1,243,510 RMB ordinary shares §3. Significant Events 3.1 Major changes in main accounting statement items and financial indicators, as well as reasons for such changes √Applicable □InapplicableItem Jan.-Sept. 2010 Jan.-Sept. 2009 Increase/decrease (%) Main reason for the change Operating income 594,410,243.55 72,688,429.93 717.75 The sales income from the Meilin Qingcheng Phase Ⅱ Project was recognized. Operating cost 400,622,277.11 58,169,541.66 588.71 The sales cost of the Meilin Qingcheng Phase Ⅱ Project was carried forward. Business tax and surcharges 69,081,371.81 4,038,496.52 1610.57 The sales income for the current period increased, which thus resulted in the increase of provisions for relevant taxes and fares. Selling expenses 8,346,281.40 12,479,741.81 -33.12 The selling expenses on the Meilin Qingcheng Phase Ⅱ Project decreased. Asset impairment loss -4,915,951.63 4,286,404.41 -214.69 Part of the original impairment reserve for the investment for developing the Yan Jiang Yi Road Project was returned. Investment income -135,525.88 131,129,924.00 -100.10 A large sum of investment income was received in the same period of last year due to the transfer of equities of Southwest Securities while there were no such events in the current period. Income tax expenses 13,811,737.36 294,433.43 4590.95 Hubei Pearl River Real Estate Development Co., Ltd., the Company’s subsidiary, recognized incomes and made provisions for taxes and fares. Other comprehensive incomes -165,436,444.67 333,098,373.99 -149.67 The fair value of shares of Southwest Securities changed. Net cash flows from investing activities -145,571,521.53 -7,609,822.88 -1812.94 Lendings to external parties as debt investments increased in the current period. Net cash flows from financing activities -152,444,221.78 241,528,978.77 -163.12 Borrowings from financial institutions and the actual controller dec reased while repayments increased. Item 30 Sept. 2010 31 Dec. 2009 Increase/decrease (%) Main reason for the change Monetary funds 58,282,061.85 291,787,132.78 -80.03 Borrowings decreased, repayments increased and lendings as debt investments increased. Accounts paid in advance 61,708,254.44 44,285,760.93 39.34 An account was paid in advance to Haikou Hongzhou Real Estate Development Co., Ltd. for purchasing housing properties. Other receivables 317,271,244.57 189,594,736.47 67.34 Lendings to external parties as debt investments increased in the current period. Inventory 168,881,585.43 538,999,748.54 -68.67 The sales cost of the Meilin Qingcheng Phase Ⅱ Project was carried forward. Available-for-sale financial assets 408,642,500.00 631,417,500.00 -35.28 The fair value of shares of Southwest Securities changed. Long-term equity investment 71,917,358.97 13,149,424.41 446.92 Sanya Wanjia Industrial Co., Ltd. was no longer included into the consolidated financial statements. Short-term borrowings 0.00 276,000,000.00 -100.00 The borrowing from Jilin Province Trust Co., Ltd. was repaid. Accounts payable 18,105,554.33 70,793,361.64 -74.42 The payment for the construction of the Meilin Qingcheng Phase Ⅱ Project was made. Accounts received in advance 43,254,643.99 306,932,163.78 -85.91 The sales income from the Meilin Qingcheng Phase Ⅱ Project was recognized. Taxes and fares payable 16,734,121.86 -16,948,131.65 198.74 The sales income from the Meilin Qingcheng Phase Ⅱ Project was recognized and provisions for relevant taxes and fares were made. Non-current liabilities due within one year 0.00 79,980,110.00 -100.00 Some bank borrowings were repaid. Long-term borrowings 325,000,000.00 110,000,000.00 195.45 A trust financing was obtained from Chongqing International Trust Co., Ltd.. Deferred income tax liabilities 78,719,375.00 134,413,125.00 -41.43 The fair value of shares of Southwest Securities changed. Minority interests 20,212,678.53 12,771,330.23 58.27 Hubei Pearl River Real Estate Development Co., Ltd. profited a lot in the current period.3.2 Progress of significant events, as well as analysis and explanation on their impact and solutions 3.2.1 Non-standard aud it opinion □Applicable √Inapplicable 3.2.2 Whether the Company provided funds to the controlling shareholder or its related parties or provided guarantees to external parties in violation of the prescribed procedures □Applicable √Inapplicable 3.2.3 Signing and execution of significant contracts concerning routine operations □Applicable √Inapplicable 3.2.4 Others □Applicable √Inapplicable 3.3 Particulars about implementation of commitments made by the Company, its shareholders and actual controller □Applicable √Inapplicable 3.4 Warnings of possible loss or large-margin change of the accumulated net profit made during the period from the beginning of the year to the end of the next report period compared with the same period of the last year according to prediction, as well as explanations on the reasons □Applicable √Inapplicable 3.5 Other significant events that need to be explained 3.5.1 Securities investment □Applicable √Inapplicable 3.5.2 Researches, interviews and visits received in report period. No field researches, phone calls or written inquiries were received from investors in the report period. 3.6 Investments in financial derivative products □Applicable √Inapplicable 3.6.1 Positions of financial deriva tive products held at period-end □Applicable √Inapplicable Chairman of Board of Directors: Zheng Qing HaiNan Pearl River Holdings Co., Ltd. 27 October 2010Balance Sheet As at 30 Sept. 2010 Prepared by Hainan Pearl River Holdings Co., Ltd. Unit: RMB Yuan Closing balance Balance at year-begin Item Consolidation Parent company Consolidation Parent company Current assets: Monetary funds 58,282,061.85 3,892,804.52 291,787,132.78 161,760,970.47 Settlement fund reserves Lendings to banks and other financial institutions Transaction financial assets Notes receivable Accounts receivable 4,716,925.35 1,111,301.71 2,645,699.47 1,014,754.61 Accounts paid in advance 61,708,254.44 50,972,137.65 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 receivables 317,271,244.57 333,766,419.91 189,594,736.47 219,693,993.49 Financial assets purchased under agreements to resell Inventories 168,881,585.43 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 611,120,086.64 402,785,572.40 1,067,573,093.19 467,324,220.43 Non-current assets: Loans and advances Available-for-sale financial assets 408,642,500.00 408,642,500.00 631,417,500.00 631,417,500.00 Held-to-maturity investments Long-term accounts receivable Long-term equity investment 71,917,358.97 297,279,244.46 13,149,424.41 238,511,309.90 Investing property 20,120,137.80 20,783,662.44 Fixed assets 254,779,679.00 18,489,420.01 264,815,483.49 20,720,770.59 Projects in construction 4,721,000.00 - 2,510,000.00 - Engineering material 606,206.60 - 606,206.60 Fixed asset disposal Bearer biological assets Oil and gas assets Intangible assets 31,976,747.26 1,660,283.79 32,617,178.56 1,696,031.52 Development expense Goodwill Long-term expense to be apportioned 1,812,756.03 222,749.23 Deferred tax assets Other non -current assets Total of non-current assets 794,576,385.66 726,071,448.26 966,122,204.73 892,345,612.01 Total assets 1,405,696,472.30 1,128,857,020.66 2,033,695,297.92 1,359,669,832.44 Legal representative: Zheng Qing Person-in-charge of the accounting work: Chen Binglian Person-in-charge of the accounting organ: Yang DaoliangBalance Sheet As at 30 Sept. 2010 Prepared by Hainan Pearl River Holdings Co., Ltd. Unit: RMB Yuan Item Closing balance Balance at year-begin Consolidation Parent company Consolidation Parent company Current liabilities: Short-term loans - - 276,000,000.00 276,000,000.00 Loans from central bank Deposits received and held for others Placements from banks and other financial institutions Transaction financial liabilities Notes payable Accounts payable 18,105,554.33 3,260,778.14 70,793,361.64 4,135,235.24 Accounts received in advance 43,254,643.99 - 306,932,163.78 Financial assets sold under agreements to repurchase Handling charges and commissions payable Employee’s compensation payable 3,640,317.65 372,032.58 5,055,394.37 598,915.23 Tax payable 16,734,121.86 -3,190,577.92 -16,948,131.65 -3,354,179.89 Interest payable 75,391,111.70 42,141,133.62 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 accounts payable 294,154,014.64 266,786,327.74 332,778,891.65 235,716,634.23 Due to reinsurers Insurance contract reserve Payables for acting trading securities Payables for acting underwriting securities Non-current liabilities due within 1 year - - 79,980,110.00 - Other current liabilities Total current liabilities 454,493,067.05 312,582,997.04 1,123,406,418.42 545,344,402.54 Non-current liabilities: Long-term borrowings 325,000,000.00 220,000,000.00 110,000,000.00 Bonds payable Long-term payables Special account payables Projected liabilities Deferred tax liabilities 78,719,375.00 78,719,375.00 134,413,125.00 134,413,125.00 Other non-current liabilities Total non-current liabilities 403,719,375.00 298,719,375.00 244,413,125.00 134,413,125.00 Total liabilities 858,212,442.05 611,302,372.04 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 reserves 621,722,905.97 624,739,245.51 788,804,155.97 791,820,495.51 Less: treasury stock Surplus reserve 114,177,485.88 109,487,064.39 114,177,485.88 109,487,064.39 General risk provision Retained earnings -635,374,444.13 -643,417,065.28 -676,622,621.58 -648,140,659.00 Foreign exchange difference Total owners' equity attributable to holding company 527,271,351.72 517,554,648.62 653,104,424.27 679,912,304.90 Minority interests 20,212,678.53 12,771,330.23 Total owner’s equity 547,484,030.25 517,554,648.62 665,875,754.50 679,912,304.90 Total liabilities and owner’s equity 1,405,696,472.30 1,128,857,020.66 2,033,695,297.92 1,359,669,832.44 Legal representative: Zheng Qing Person-in-charge of the accounting work: Chen Binglian Person-in-charge of the accounting organ: Yang DaoliangIncome Statement As of the period from Jan.-Sept. 2010 Prepared by Hainan Pearl River Holdings Co., Ltd. Unit: RMB Yuan Current period Same period of last year Item Consolidation Parent company Consolidation Parent company I. Total operating income 594,410,243.55 81,997,613.20 72,688,429.93 260,925.00 Including: Sales 594,410,243.55 81,997,613.20 72,688,429.93 260,925.00 Interest income Premium income Handling charges and commission income II. Total operating cost 534,980,711.99 77,737,944.64 137,040,284.18 28,662,613.32 Including: Cost of sales 400,622,277.11 42,184,251.33 58,169,541.66 50,981.50 Interest expenses Service charge and commission expenses Cash surrender value Claim expenses-net Provision for insurance contract reserves-net Insurance policy dividend paid Reinsurance expense Business taxes and surcharges 69,081,371.81 20,132,259.90 4,038,496.52 -205,214.38 Marketing and distribution expenses 8,346,281.40 24,477.00 12,479,741.81 96,843.00 Administrative expenses 42,847,428.51 11,191,400.04 36,203,087.95 10,412,806.74 Financial costs 18,999,304.79 9,158,514.18 21,863,011.83 14,044,818.73 Impairment loss -4,915,951.63 -4,952,957.81 4,286,404.41 4,262,377.73 Add: gain/(loss) from change in fair value (“-” means loss) Gain/(loss) from investment (“-” means loss) -135,525.88 -135,525.88 131,129,924.21 131,129,924.21 Including: income form investment on affiliated enterprises and jointly-run enterprises -135,525.88 -135,525.88 - Foreign exchange difference (“-” means loss) III. Business profit (“-” means loss) 59,294,005.68 4,124,142.68 66,778,069.96 102,728,235.89 Add: non-business income 1,735,978.72 1,710,013.72 2,518,993.95 - Less: non-business expense 173,530.62 14,023.12 220,006.79 216,032.03 Including: loss from non-current asset disposal 32,373.03 14,023.12 27,500.00 27,500.00 IV. Total profit (“-” means loss) 60,856,453.78 5,820,133.28 69,077,057.12 102,512,203.86 Less: Income tax expense 13,811,737.36 - 294,433.43 - V. Net profit (“-” means loss) 47,044,716.42 5,820,133.28 68,782,623.69 102,512,203.86 Attributable to owners of parent company 39,603,368.12 70,637,761.25 Gain/loss of minority shareholders 7,441,348.30 -1,855,137.56 VI. Earnings per share (I) Basic earnings per share 0.09 0.17 (II) Diluted earnings per share 0.09 0.17 VII. Other comprehensive income -165,436,440.67 -168,177,789.56 333,098,373.99 333,098,373.99 VIII. Total comprehensive income -118,391,724.25 -162,357,656.28 401,880,997.68 435,610,577.85 Attributable to owners of parent company -125,833,072.55 403,736,135.24 Attributable to minority shareholders 7,441,348.30 -1,855,137.56 Legal representative: Zheng Qing Person-in-charge of the accounting work: Chen Binglian Person-in-charge of the accounting organ: Yang DaoliangIncome Statement As of the period from Jul.-Sept. 2010 Prepared by Hainan Pearl River Holdings Co., Ltd. Unit: RMB Yuan Item Current period Same period of last year Consolidation Parent company Consolidation Parent company I. Total operating income 50,373,671.40 66,970.00 24,650,569.35 66,970.00 Including: Sales 50,373,671.40 66,970.00 24,650,569.35 66,970.00 Interest income Premium income Handling charges and commission income II. Total operating cost 60,088,289.17 5,559,167.49 41,529,457.76 4,822,496.96 Including: Cost of sales 33,955,465.78 13,289.25 19,933,791.07 16,993.83 Interest expenses Service charge and commission expenses Cash surrender value Claim expenses-net Provision for insurance contract reserves-net Insurance policy dividend paid Reinsurance expense Business taxes and surcharges 5,276,755.63 7,366.70 1,634,406.87 3,683.36 Marketing and distribution expenses 1,761,409.87 - 3,954,944.17 89,534.00 Administrative expenses 12,994,666.47 2,468,578.25 13,006,338.49 4,424,107.20 Financial costs 6,301,043.82 2,736,412.70 6,111,852.42 3,358,147.99 Impairment loss -201,052.40 333,520.59 -3,111,875.26 -3,069,969.42 Add: gain/(loss) from change in fair value (“-” means loss) Gain/(loss) from investment (“-” means loss) -200,390.44 -200,390.44 - - Including: income form investment on affiliated enterprises and jointly-run enterprises -200,390.44 Foreign exchange difference (“-” means loss) III. Business profit (“-” means loss) -9,915,008.21 -5,692,587.93 -16,878,888.41 -4,755,526.96 Add: non-business income 25,965.00 - 2,365,871.78 - Less: non-business expense 60,000.00 - 987.74 - Including: loss from non-current asset disposal - - 987.74 IV. Total profit (“-” means loss) -9,949,043.21 -5,692,587.93 -14,514,004.37 -4,755,526.96 Less: Income tax expense 931,171.76 242,095.25 V. Net profit (“-” means loss) -10,880,214.97 -5,692,587.93 -14,756,099.62 -4,755,526.96 Attributable to owners of parent company -11,308,336.38 -14,165,641.06 Gain/loss of minority shareholders 428,121.41 -590,458.56 VI. Earnings per share (I) Basic earnings per share -0.03 -0.03 (II) Diluted earnings per share -0.03 -0.03 VII. Other comprehensive income 2,493,750.00 2,493,750.00 -80,797,500.00 -80,797,500.00 VIII. Total comprehensive income -8,386,464.97 -3,198,837.93 -95,553,599.62 -85,553,026.96 Attributable to owners of parent company -8,814,586.38 -94,963,141.06 Attributable to minority shareholders 428,121.41 -590,458.56 Legal representative: Zheng Qing Person-in-charge of the accounting work: Chen Binglian Person-in-charge of the accounting organ: Yang DaoliangCash Flow Statement As of the period from Jan.-Sept. 2010 Prepared by Hainan Pearl River Holdings Co., Ltd. Unit: RMB Yuan Item ConsolidatiCounr r ent perPiaorde n t company ConsoSliadmaet ipoenr io d of lPaasrte nyte acro m pany I. Cash flows from operating activities Cash received from sales of goods or rending of services 311,056,465.19 63,062,832.61 322,770,087.33 1,796,479.00 Net increase of customer deposits received and held for others Net increase of loans from central bank Net increase of loans from other financial institutions Cash received against original insurance contracts Net Cash received from reinsurance Net increase of client deposit and investment Net increase of disposal of tradable financial assets Cash received as interest, fees and commissions Net increase of borrowings from banks and other financial institutions Cash received under repurchasing, net Tax and fare refunds Other cash received from operating activities 63,644,782.99 42,065,771.68 11,921,658.30 6,288,346.54 Sub-total of cash inflows from operating activities 374,701,248.18 105,128,604.29 334,691,745.63 8,084,825.54 Cash paid for goods and services 128,325,970.11 50,444,358.71 161,957,480.49 1,984,729.33 Net increase of customer loans and advances Net increase of deposits in central bank, banks and other financial institutions Cash paid for original contract claims Cash paid for interest, fees and commissions Cash paid for policy dividend Cash paid to and for employees 44,202,813.92 2,378,246.58 43,165,659.54 3,181,120.48 Cash paid for taxes and fares 52,896,374.95 21,293,555.78 30,837,883.74 1,947,239.02 Other cash paid relating to operating activities 84,765,416.82 22,480,311.72 17,057,515.56 12,960,391.96 Sub-total of cash outflows from operating activities 310,190,575.80 96,596,472.79 253,018,539.33 20,073,480.79 Net cash flows from operating activities 64,510,672.38 8,532,131.50 81,673,206.30 -11,988,655.25 II. Cash Flows from Investing Activities Cash received from withdrawal of investments 35,000,000.00 35,000,000.00 4,115,779.83 4,115,779.83 Cash received from investment income Net cash received from disposal of fixed assets, intangible assets and other long-term assets 3,700,173.00 3,628,173.00 65,198.31 Net cash received from disposal of subsidiaries and other operating units 70,000.00 Other cash received relating to investing activities Sub-total of cash inflows of investing activities 38,700,173.00 38,628,173.00 4,250,978.14 4,115,779.83 Cash paid for acquisition of fixed assets, intangible assets and other long-term assets 16,269,801.23 2,230,047.70 11,860,801.02 37,966.00 Cash paid for acquisition of investments 152,600,000.00 195,600,000.00 12,000,000.00 Net increase of pledge loans Net cash paid for acquisition of subsidiaries and other operating units Other cash paid relating to investing activities 15,401,893.30 Sub-total of cash outflows of investing activities 184,271,694.53 197,830,047.70 11,860,801.02 12,037,966.00 Net cash flows from investing activities -145,571,521.53 -159,201,874.70 -7,609,822.88 -7,922,186.17 III. Cash Flows from Financing Activities: Cash received from absorbing investments Including: Cash received by subsidiaries as investments from minority shareholders Cash received from borrowings 222,000,000.00 270,000,000.00 427,850,000.00 317,850,000.00 Cash received from bonds issuing Other cash received relating to financing activities Sub-total of cash inflows of financing activities 222,000,000.00 270,000,000.00 427,850,000.00 317,850,000.00 Cash paid for repayments of borrowings 360,980,110.00 276,000,000.00 178,180,000.00 2,680,000.00 Cash paid for dividends, profit distribution or interest 13,464,111.78 1,198,422.75 8,073,196.23 1,281,089.44 Including: dividends or profits paid to minority shareholders by subsidiaries Other cash paid relating to financing activities 67,825.00 67,825.00 Sub-total of cash outflows of financing activities 374,444,221.78 277,198,422.75 186,321,021.23 4,028,914.44 Net cash flows from financing activities -152,444,221.78 -7,198,422.75 241,528,978.77 313,821,085.56 IV. Effect of foreign exchange rate changes on cash and cash equivalents V. Net decrease in cash and cash equivalents -233,505,070.93 -157,868,165.95 315,592,362.19 293,910,244.14 Add: Opening 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 58,282,061.85 3,892,804.52 352,247,898.36 298,780,039.41 Legal representative: Zheng Qing Person-in-charge of the accounting work: Chen Binglian Person-in-charge of the accounting organ: Yang Daoliang