HAINAN PEARL RIVER HOLDINGS CO., LTD. THE THIRD QUARTERLY REPORT 2011 (Un-audited) October 2011 1 HAINAN PEARL RIVER HOLDINGS CO., LTD. THE THIRD QUARTERLY REPORT 2011 §1 Important Notice 1.1 The Board of Directors, the Supervisory Committee, directors, supervisors and other senior management personnel 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 accept, individually and collectively, the responsibility for the factuality, accuracy and completeness of the information set forth herein. 1.2 The Financial Report in this 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 As at 30 Sept. 2011 As at 31 Dec. 2010 Increase/decrease (%) Total assets (Yuan) 1,344,889,368.89 1,448,885,550.24 -7.18% Owners’ equity attributable to 438,776,563.16 497,295,405.44 -11.77% shareholders of the Company (Yuan) Share capital (Share) 426,745,404.00 426,745,404.00 0.00% Net assets per share attributable to shareholders of the Company (Yuan 1.03 1.17 -11.97% /share) Increase/decrease Increase/decrease Jul.-Sept. 2011 Jan.-Sept. 2011 year-on-year (%) year-on-year (%) Total operating income (Yuan) 37,014,691.21 -26.52% 181,307,464.94 -69.50% Net profit attributable to shareholders of -18,290,101.17 -61.74% -33,331,967.28 -184.16% the Company (Yuan) Net cash flows generated from operating - - -47,655,272.57 -173.87% activities (Yuan) Net cash flows per share generated from - - -0.11 -173.33% operating activities (Yuan /share) Basic EPS (Yuan /share) -0.04 -33.33% -0.08 -188.89% Diluted EPS (Yuan /share) -0.04 -33.33% -0.08 -188.89% Weighted average ROE (%) -3.95% -1.82% -7.12% -13.83% Weighted average ROE after deducting -6.26% -3.51% -13.68% -18.08% non-recurring gains and losses (%) Items of non-recurring gains and losses vApplicable ? Non-applicable Unit: RMB Yuan Items of non-recurring gains and losses Amount Notes (If applicable) Return reduction and exemption of taxes by surpassing approval -15,679.21 or without official approval document or occasionally Capital occupation fees received from non-financial enterprises 10,699,125.71 recorded into current gains and losses Other non-operating incomes and expenses besides the above each 381,007.55 item mentioned Other gain/loss items that satisfy the definition of non-recurring 20,989,105.78 gains and losses Effect on minority interest -475,212.12 Effect on income tax -885,778.44 Gains and losses from consigned others to invest or manage the 0.00 assets 2 Total 30,692,569.27 - 2.2 Total number of shareholders at period-end and shareholding of top ten shareholders holding tradable shares Unit: share Total number of shareholders at the period-end 45,734 Shareholding of top ten shareholders holding tradable shares Number of tradable shares held at Full name of shareholder Type of share period-end Beijing Wanfa Real Estate Development Co., 112,479,478 RMB ordinary shares Ltd. Hu Jiexiong 3,000,000 RMB ordinary shares Xia Caizhen 2,915,127 RMB ordinary shares Chen Yunxuan 2,551,502 RMB ordinary shares Qu Chen 2,213,400 Domestically listed foreign shares Pan Zhihui 2,180,000 RMB ordinary shares Zhang Xiaoxia 1,949,250 Domestically listed foreign shares Zhou Miaoji 1,257,974 RMB ordinary shares Hu Haiyang 1,216,925 RMB ordinary shares Ou Lei 1,206,348 RMB ordinary shares §3 Significant Events 3.1 Significant changes in main accounting statement items and financial indicators as well as reasons for these changes vApplicable ? Non-applicable Unit: RMB Yuan Increase/ decrease Item Jan.-Sept. 2011 Jan.-Sept. 2010 Main reasons for the movement (%) Real estate sales income Operating revenues 181,307,464.94 594,410,243.55 -69.50 decreased significantly. Real estate sales income Operating costs 116,053,134.54 400,622,277.11 -71.03 decreased significantly. Business tax and Real estate sales income 19,919,004.71 69,081,371.81 -71.17 surtaxes decreased significantly. Decrease of advertising Selling expense 4,402,530.39 8,346,281.40 -47.25 expense, etc. The consolidation scope Administrative expanded and the labor and the 57,713,451.85 42,847,428.51 34.70 expense labor and depreciation costs increased. Debt investments into external parties decreased and the Financial expense 29,180,612.10 18,999,304.79 53.59 interest income decreased accordingly. The inventory falling price provision of RMB 7.20 million for the former Yanjiang Road Asset impairment 1,841,485.18 -4,915,951.63 137.46 No. 1 project was reversed in loss the same period of last year while there was no such a case in the current period. Gains from investment Investment gains 20,303,937.79 -135,525.88 15081.59 cooperation projects with external parties Decrease of the real estate sales income and profit of the Income tax expense 6,016,502.51 13,811,737.36 -56.44 subsidiary Hubei Pearl River Real Estate Development Co., Ltd. 3 Fair value changes of the Other composite -25,186,875.00 -165,436,444.67 84.78 Southwest Securities shares income held by the Company Net cash flows from Real estate sales income -47,655,272.57 64,510,672.38 -173.87 operating activities decreased. Call-back of principals and Net cash flows from -21,309,942.92 -145,571,521.53 85.36 interest of the debt investments investing activities into external parties Net cash flows from Cash paid for debt repayment -16,797,909.82 -152,444,221.78 88.98 financing activities decreased. Increase/ decrease Item 30 Sept. 2011 31 Dec. 2010 Main reasons for the movement (%) Real estate sales income Monetary funds 50,613,725.88 136,376,851.19 -62.89 decreased. The Company paid for joint investment and repaid some debts. More input to the Xuexiang Construction in 16,965,537.09 4,732,000.00 258.53 tourist attraction and hotel process project -35.33 Payments for project Accounts payable 24,307,951.61 37,588,815.47 construction The recognized real estate sales income of the subsidiary Accounts received in 20,134,357.45 39,134,147.85 -48.55 Hubei Pearl River Real Estate advance Development Co., Ltd. was transferred. The subsidiary Hubei Pearl Taxes and fares 7,821,588.30 30,809,972.66 -74.61 River Real Estate Development payable Co., Ltd. paid taxes. Some long-term borrowings of Non-current the Company and its subsidiary liabilities due within 232,000,000.00 0.00 Sanya Wanjia Hotel one year M anagement Co., Ltd. were to become due within one year. Some long-term borrowings of the Company and its subsidiary Long-term 93,000,000.00 325,000,000.00 -71.38 Sanya Wanjia Hotel borrowings Management Co., Ltd. were to become due within one year. 3.2 Progress of significant events as well as their influence and solutions 3.2.1 Non-standard audit opinion ?Applicable vInapplicable 3.2.2 The Company provides funds for the controlling shareholder or its related parties or provides external guarantees in violation of the prescribed procedure ?Applicable vInapplicable 3.2.3 Significant contracts signed and executed concerning routine operation ?Applicable vInapplicable 3.2.4 Others ?Applicable vInapplicable 3.3 Fulfillment of commitments made by the Company, shareholders and the actual controller Commitments made by the Company, its directors, supervisors, senior executives, shareholders with an over 5% shareholding, actual controller and other stakeholders during the reporting period, or such commitments carried down into the reporting period: ?Applicable vInapplicable 3.4 Warnings of possible losses or major changes of the accumulative net profit achieved during the period from year-begin to the end of the next reporting period compared with the same period of last year, as well as explanation on reasons 4 ?Applicable vInapplicable 3.5 Other significant events that need to be explained 3.5.1 Investments into securities ?Applicable vInapplicable 3.5.2 Reception of research, interviews and visits in the reporting period No field researches, phone calls or written inquiries were received from investors in the reporting period. 3.6 Derivative investments ?Applicable vInapplicable 3.6.1 Derivative investments held at the end of the reporting period ?Applicable vInapplicable Chairman of the Board of Directors: Zheng Qing HaiNan Pearl River Holdings Co., Ltd. 26 October 2011 §4 Attachments 4.1 Balance sheet Prepared by Hainan Pearl River Holdings Co., Ltd. 30 Sept. 2011. Unit: RMB Yuan Balance as at 30 Sept. 2011 Balance as at 31 Dec. 2010 Items Consolidation The Company Consolidation The Company Current assets: Monetary funds 50,613,725.88 1,953,373.20 136,376,851.19 47,697,821.48 Settlement funds Outgoing call loans Transaction financial asset Notes receivable Account receivable 7,211,436.78 1,072,285.51 3,627,245.66 1,039,916.11 Prepayment 65,058,695.39 50,000,000.00 53,898,082.24 50,070,000.00 Insurance premium receivables Reinsurance accounts receivable Reinsurance contract reserve receivables Interest receivable Dividend receivable 260,015.00 260,015.00 260,015.00 260,015.00 Other accounts receivable 299,398,164.10 398,243,403.53 258,266,331.45 289,469,963.47 Financial assets purchased under agreements to resell Inventories 121,777,671.79 12,782,893.61 154,866,011.08 12,782,893.61 Non-current assets due within 1 year Other current assets Total current assets 544,319,708.94 464,311,970.85 607,294,536.62 401,320,609.67 Non-current assets: 5 Loan and payment on other’ behalf disbursed Available for sale financial 353,115,000.00 353,115,000.00 386,697,500.00 386,697,500.00 assets Held to maturity investments Long-term account receivable Long-term equity investment 50,990,471.60 301,388,841.31 51,675,639.59 296,974,009.30 Investment property 19,147,484.81 19,898,962.92 Fixed asset 317,376,197.87 19,653,538.78 334,512,524.54 21,376,736.10 Project in process 16,965,537.09 4,732,000.00 Engineering material 606,206.60 606,206.60 Fixed asset disposal Production biological asset Oil-gas assets Intangible assets 32,691,263.15 1,612,620.15 33,492,984.34 1,648,367.88 Development expense Goodwill Long-term deferred expense 9,677,498.83 9,975,195.63 Deferred tax assets Other non-current assets Total non-current assets 800,569,659.95 675,770,000.24 841,591,013.62 706,696,613.28 Total assets 1,344,889,368.89 1,140,081,971.09 1,448,885,550.24 1,108,017,222.95 Current liabilities: Short-term borrowings Borrowing from central Bank Deposits received and held for others Call loan received Transaction financial liabilities Notes payable Account payable 24,307,951.61 2,482,949.70 37,588,815.47 3,782,949.70 Account received in advance 20,134,357.45 270,485.00 39,134,147.85 Financial assets sold under agreements to repurchase Handling charges and commission payable Payroll payable 5,108,113.79 408,100.86 5,631,750.04 492,944.38 Taxes payable 7,821,588.30 -2,392,636.09 30,809,972.66 -2,851,226.09 Interest payable 89,563,307.29 57,195,372.83 85,390,223.02 51,834,549.23 Dividend payable 3,213,302.88 3,213,302.88 3,213,302.88 3,213,302.88 Other payables 338,772,126.35 347,109,250.24 329,316,226.89 266,835,267.94 6 Account due to reinsurance Insurance contract reserve Entrusted trading of securities Entrusted selling of securities Non-current liabilities due 232,000,000.00 220,000,000.00 within 1 year Other current liabilities Total current liabilities 720,920,747.67 628,286,825.42 531,084,438.81 323,307,788.04 Non-current liabilities: Long-term borrowings 93,000,000.00 325,000,000.00 220,000,000.00 Bonds payable Long-term payables Specific payables Estimated liabilities Deferred taxes liabilities 65,889,513.80 64,837,500.00 74,285,138.80 73,233,125.00 Other non-current liabilities Total non-current liabilities 158,889,513.80 64,837,500.00 399,285,138.80 293,233,125.00 Total liabilities 879,810,261.47 693,124,325.42 930,369,577.61 616,540,913.04 Owner’ 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 reserve 580,077,280.97 583,093,620.51 605,264,155.97 608,280,495.51 Less: treasury stock Specific reserves Surplus reserves 114,177,485.88 109,487,064.39 114,177,485.88 109,487,064.39 General risk provision Retained earnings -682,223,607.69 -672,368,443.23 -648,891,640.41 -653,036,653.99 Foreign exchange difference Total equity attributable to owners 438,776,563.16 446,957,645.67 497,295,405.44 491,476,309.91 of the Company Minority interest 26,302,544.26 21,220,567.19 Total owner’ equity 465,079,107.42 446,957,645.67 518,515,972.63 491,476,309.91 Total liabilities and owner’ 1,344,889,368.89 1,140,081,971.09 1,448,885,550.24 1,108,017,222.95 equity 4.2 Income statement for Jul.-Sept. 2011 Prepared by Hainan Pearl River Holdings Co., Ltd. Jul.-Sept. 2011 Unit: RMB Yuan Jul.-Sept. 2011 Jul.-Sept. 2010 Items Consolidation The Company Consolidation The Company I. Total sales 37,014,691.21 126,370.00 50,373,671.40 66,970.00 Including: Sales 37,014,691.21 126,370.00 50,373,671.40 66,970.00 7 Interests income Premium income Handling charges and commission income II. Total cost of sales 76,229,393.26 27,757,834.28 60,088,289.17 5,559,167.49 Including: Cost of sales 29,535,808.25 13,289.25 33,955,465.78 13,289.25 Interests expenses Handling charges and commission income Insurance discharge payment Claim expenses-net Provision for insurance contract reserves-net Insurance policy dividend paid Reinsurance expense Business taxes and surcharges 2,795,706.50 7,076.73 5,276,755.63 7,366.70 Distribution expenses 808,936.27 1,761,409.87 Administrative expenses 17,992,016.62 3,333,366.15 12,994,666.47 2,468,578.25 Financial costs 23,424,772.74 22,116,809.72 6,301,043.82 2,736,412.70 Assets impairment loss 1,672,152.88 2,287,292.43 -201,052.40 333,520.59 Add: gain/(loss) from change in fair value (“-” means loss) Investment gains (“-” means 20,708,753.71 20,708,753.71 -200,390.44 -200,390.44 loss) Including: income from investment on affiliated enterprise -280,352.07 -200,390.44 and jointly enterprise Foreign exchange difference (“-” means loss) III. Operating profit (“-” means -18,505,948.34 -6,922,710.57 -9,915,008.21 -5,692,587.93 loss) Add: non-business income 2,666.37 25,965.00 Less: non-business expense 53.51 51.43 60,000.00 Including: loss from non-current 0.00 asset disposal IV. Total profit (“-” means loss) -18,503,335.48 -6,922,762.00 -9,949,043.21 -5,692,587.93 Less: tax expense 583,213.92 931,171.76 V. Net profit (“-”means loss) -19,086,549.40 -6,922,762.00 -10,880,214.97 -5,692,587.93 Attributable to equity holders of -18,290,101.17 -6,922,762.00 -11,308,336.38 -5,692,587.93 the Company Minority interests -796,448.23 0.00 428,121.41 VI. Earnings per share (I) Basic earnings per share -0.04 -0.03 (II) Diluted earnings per share -0.04 -0.03 Ⅶ. Other comprehensive income -31,171,875.00 -31,171,875.00 2,493,750.00 2,493,750.00 Ⅷ. Total comprehensive income -50,258,424.40 -38,094,637.00 -8,386,464.97 -3,198,837.93 8 Attributable to owners of the -49,461,976.17 -38,094,637.00 -8,814,586.38 -3,198,837.93 Company Attributable to minority -796,448.23 428,121.41 shareholders Where there were business combinations under the same control in this reporting period, the combined parties achieved net profit of RMB 0.00 before the combinations. 4.3 Income statement for Jan.-Sept. 2011 Prepared by Hainan Pearl River Holdings Co., Ltd. Jan.-Sept. 2011 Unit: RMB Yuan Jan.-Sept. 2011 Jan.-Sept. 2010 Items Consolidation The Company Consolidation The Company I. Total sales 181,307,464.94 319,710.00 594,410,243.55 81,997,613.20 Including: Sales 181,307,464.94 319,710.00 594,410,243.55 81,997,613.20 Interests income Premium income Handling charges and commission income II. Total cost of sales 229,110,218.77 39,932,806.38 534,980,711.99 77,737,944.64 Including: Cost of sales 116,053,134.54 39,867.75 400,622,277.11 42,184,251.33 Interests expenses Handling charges and commission income Insurance discharge payment Claim expenses-net Provision for insurance contract reserves-net Insurance policy dividend paid Reinsurance expense Business taxes and surcharges 19,919,004.71 53,627.58 69,081,371.81 20,132,259.90 Distribution expenses 4,402,530.39 15,000.00 8,346,281.40 24,477.00 Administrative expenses 57,713,451.85 12,114,180.85 42,847,428.51 11,191,400.04 Financial costs 29,180,612.10 25,882,894.77 18,999,304.79 9,158,514.18 Assets impairment loss 1,841,485.18 1,827,235.43 -4,915,951.63 -4,952,957.81 Add: gain/(loss) from change in fair value (“-” means loss) Investment gains (“-” means 20,303,937.79 20,303,937.79 -135,525.88 -135,525.88 loss) Including: income from investment on affiliated enterprise -685,167.99 -685,167.99 -135,525.88 -135,525.88 and jointly enterprise Foreign exchange difference (“-” means loss) III. Operating profit (“-” means -27,498,816.04 -19,309,158.59 59,294,005.68 4,124,142.68 loss) Add: non-business income 433,052.37 1,735,978.72 1,710,013.72 Less: non-business expense 67,724.03 22,630.65 173,530.62 14,023.12 9 Including: loss from non-current 15,679.21 12,915.00 32,373.03 14,023.12 asset disposal IV. Total profit (“-” means loss) -27,133,487.70 -19,331,789.24 60,856,453.78 5,820,133.28 Less: tax expense 6,016,502.51 13,811,737.36 V. Net profit (“-” means loss) -33,149,990.21 -19,331,789.24 47,044,716.42 5,820,133.28 Attributable to equity holders of -33,331,967.28 -19,331,789.24 39,603,368.12 5,820,133.28 the Company Minority interests 181,977.07 0.00 7,441,348.30 VI. Earnings per share (I) Basic earnings per share -0.08 0.09 (II) Diluted earnings per share -0.08 0.09 Ⅶ. Other comprehensive income -25,186,875.00 -25,186,875.00 -165,436,440.67 -168,177,789.56 Ⅷ. Total comprehensive income -58,336,865.21 -44,518,664.24 -118,391,724.25 -162,357,656.28 Attributable to owners of the -58,518,842.28 -44,518,664.24 -125,833,072.55 -162,357,656.28 Company Attributable to minority 181,977.07 7,441,348.30 shareholders Where there were business combinations under the same control from the year-begin to the period-end, the combined parties achieved net profit of RMB 0.00 before the combinations. 4.4 Cash flow statement for Jan.-Sept. 2011 Prepared by Hainan Pearl River Holdings Co., Ltd. Jan.-Sept. 2011 Unit: RMB Yuan Jan.-Sept. 2011 Jan.-Sept. 2010 Items Consolidation The Company Consolidation The Company 1. Cash flows from operating activities: Cash received from sales of 153,174,156.59 707,165.00 311,056,465.19 63,062,832.61 goods or rendering of services Net increase of deposits received and held for others Net increase of loans from central bank Net increase of call loans from other financial institutions Cash received against original insurance contract Net cash received from reinsurance Net increase of client deposit and investment Net increase of disposal of held-for-trading financial assets Cash received as interest, handling charges and commissions Net increase of call loans Net increase of cash received under repurchasing Tax and fare refunds Other cash received from 14,429,673.44 4,002,780.17 63,644,782.99 42,065,771.68 operating activities Sub-total of cash inflow from 167,603,830.03 4,709,945.17 374,701,248.18 105,128,604.29 operating activities Cash paid for goods and 50,084,935.44 128,325,970.11 50,444,358.71 services Net increase of loans and 10 advances from customers 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 62,526,491.45 3,359,426.94 44,202,813.92 2,378,246.58 employees Cash paid for various taxes 53,343,972.19 1,596,881.85 52,896,374.95 21,293,555.78 and fares Other cash paid relating to 49,303,703.52 11,157,540.09 84,765,416.82 22,480,311.72 operating activities Sub-total of cash outflows 215,259,102.60 16,113,848.88 310,190,575.80 96,596,472.79 from operating activities Net cash flows from -47,655,272.57 -11,403,903.71 64,510,672.38 8,532,131.50 operating activities II. Cash flows from investing activities Cash received from 284,700,000.00 201,700,000.00 35,000,000.00 35,000,000.00 investment retractions Cash received from investment income Net cash received from disposal of fixed assets, intangible 164,708.50 6,000.00 3,700,173.00 3,628,173.00 assets and other long-term assets Net cash received from disposal of subsidiaries and other operating units Other cash received relating 36,611,451.04 27,721,904.43 to investing activities Sub-total of cash inflows of 321,476,159.54 229,427,904.43 38,700,173.00 38,628,173.00 investing activities Cash paid for acquisition of fixed assets, intangible assets and 20,226,102.46 1,368,449.00 16,269,801.23 2,230,047.70 other long-term assets Cash paid for acquisition of 322,560,000.00 311,600,000.00 152,600,000.00 195,600,000.00 investments Net increase of pledge loans Net cash paid for acquisition of subsidiaries and other operating units Other cash paid relating to 15,401,893.30 investing activities Sub-total of cash outflows of 342,786,102.46 312,968,449.00 184,271,694.53 197,830,047.70 investing activities Net cash flows from -21,309,942.92 -83,540,544.57 -145,571,521.53 -159,201,874.70 investing activities III. Cash flows from financing activities: Cash received from 4,900,000.00 absorbing investment Including: cash received by subsidiaries from minority 4,900,000.00 shareholders Cash received from 40,216,000.00 79,000,000.00 222,000,000.00 270,000,000.00 borrowings Cash received from bonds issuing Other cash received relating 9,298.18 to financing activities Sub-total of cash inflows of 45,125,298.18 79,000,000.00 222,000,000.00 270,000,000.00 11 financing activities Cash paid for repayment of 25,890,930.00 790,930.00 360,980,110.00 276,000,000.00 borrowings Cash paid for dividends, 36,032,278.00 29,009,070.00 13,464,111.78 1,198,422.75 profit distribution or interest Including: dividends or profits paid to minority shareholders by subsidiaries Other cash paid relating to financing activities Sub-total of cash outflows 61,923,208.00 29,800,000.00 374,444,221.78 277,198,422.75 of financing activities Net cash flows from -16,797,909.82 49,200,000.00 -152,444,221.78 -7,198,422.75 financing activities IV. Effect of foreign exchange rate on cash and cash equivalents V. Net decrease in cash and cash -85,763,125.31 -45,744,448.28 -233,505,070.93 -157,868,165.95 equivalents Add : Opening amount of 136,376,851.19 47,697,821.48 291,787,132.78 161,760,970.47 cash and cash equivalents VI. Closing balance of cash and 50,613,725.88 1,953,373.20 58,282,061.85 3,892,804.52 cash equivalents 4.5 Auditor’ report Audit opinion: Un-audited 12