HAINAN PEARL RIVER HOLDINGS CO., LTD. THE FIRST QUARTERLY REPORT 2012 §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 first 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 31 Mar. 2012 31 Dec. 2011 Increase/decrease (%) Total assets (Yuan) 1,341,737,875.50 1,311,949,739.44 2.27% Owners’ equity attributable to shareholders of the 343,679,736.92 373,004,748.20 -7.86% Company (Yuan) Total share capital (share) 426,745,404.00 426,745,404.00 0.00% Net assets per share attributable to shareholders of the 0.81 0.87 -6.90% Company (Yuan/share) Jan.-Mar. 2012 Jan.-Mar. 2011 Increase/decrease (%) Gross revenue (Yuan) 64,997,421.96 83,788,041.95 -22.43% Net profit attributable to shareholders of the Company -27,330,011.28 3,145,839.09 -968.77% (Yuan) Net cash flows from operating activities (Yuan) -84,831,600.85 653,979.49 -13,071.60% Net cash flows per share from operating activities -0.20 0.00 (Yuan/share) Basic EPS (Yuan/share) -0.06 0.01 -700.00% Diluted EPS (Yuan/share) -0.06 0.01 -700.00% Weighted average ROE (%) -7.63% 0.63% -8.26% Weighted average ROE after deducting non-recurring gains -8.07% -2.55% -5.52% and losses (%) Items of non-recurring gains and losses √Applicable □Inapplicable Unit: RMB Yuan Amount from 1 Jan. 2012 to 31 Notes (if Items of non-recurring gains and losses Mar. 2012 applicable) Gains and losses from disposal of non-current assets 0.00 Capital occupation fees received from non-financial enterprises recorded into current 1,557,486.72 gains and losses Other non-business incomes and expenses except for items above 65,828.30 Effect on income tax -15,193.38 Effect on minority interests -5,429.54 Total 1,602,692.10 - 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 the end of the reporting 44,293 period Shares held by the top ten shareholders not subject to trading moratorium Shares not subject to trading Full name of shareholder Type of share moratorium held at the period-end Beijing Wanfa Real Estate Development Co., Ltd. 112,479,478 RMB ordinary shares Chen Yunxuan 3,142,102 RMB ordinary shares 1 PDF 文件使用 "pdfFactory Pro" 试用版本创建 www.fineprint.cn Domestically listed foreign Qu Chen 2,213,400 shares Chongqing International Trust Co., Ltd. 2,077,800 RMB ordinary shares Domestically listed foreign Zhang Xiaoxia 1,949,250 shares Zhang Chuntian 1,537,700 RMB ordinary shares Zhang Huisheng 1,340,000 RMB ordinary shares Ou Lei 1,206,348 RMB ordinary shares Zhou Qin 1,174,300 RMB ordinary shares Guangzhou Pearl River Industrial Development Co., 1,150,000 RMB ordinary shares Ltd. §3. Significant Events 3.1 Major changes in main accounting statement items and financial indicators, as well as reasons for such changes √Applicable □Inapplicable 31 Mar. Increase / decrease Items 31 Dec. 2011 Main reasons for the changes 2012 (%) Accounts Property service and hotel income of 10,684,970 7,047,354 51.62 receivable subsidiaries increased. The Company obtained a borrowing with a Short-term 210,000,000 45,000,000 366.67 term of one year from Chongqing International borrowings Trust Co., Ltd.. Accounts Real estate advances were carried forward to received in 3,726,810 19,556,675 -80.94 income. advance Non-current The Company repaid to Chongqing liabilities due 22,000,000 232,000,000 -90.52 International Trust Co., Ltd.. within one year Long-term The subsidiary Mudanjiang secured a 191,000,000 81,000,000 135.80 borrowings long-term borrowing. Jan.-Mar. Increase / decrease Items Jan.-Mar. 2011 Main reasons for the changes 2012 (%) Administrative 29,010,965 20,272,899 43.10 More subsidiaries were consolidated. expense Interest income from debt investment Financial expense 14,322,084 -1,668,089 958.59 decreased. Asset impairment -2,058,389 54,520 -3,875.48 Some intra-Group amounts were collected. loss Other Fair value changes of the equity interests of comprehensive -1,995,000 5,985,000 -133.33 Southwest Securities incomes Net cash flows Cash from real estate sale decreased and from operating -84,831,601 653,979 -13,071.61 intra-Group payments increased. activities Net cash flows from investing 19,126,094 -32,302,791 159.21 Cash paid for investment decreased. activities Net cash flows from financing 54,013,907 -9,540,585 666.15 Cash received from borrowings increased. activities 3.2 Progress of significant events as well as their influence and solutions 3.2.1 Non-standard audit opinion □Applicable √Inapplicable 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 √Inapplicable 3.2.3 Significant contracts signed and executed concerning routine operation □Applicable √Inapplicable 3.2.4 Other □Applicable √Inapplicable 3.3 Commitments made by the Company, its shareholders and actual controller Commitments made by the Company, its directors, supervisors, senior executives, shareholders holding over 5% of the Company’s shares, actual controller and other related parties in the reporting period, or such commitments carried down into the reporting period 2 PDF 文件使用 "pdfFactory Pro" 试用版本创建 www.fineprint.cn □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 reporting 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 3.5.1 Securities investment □Applicable √Inapplicable 3.5.2 Researches, interviews and visits received in reporting period. No field researches, phone calls or written inquiries were received from investors in the reporting period. 3.6 Investments in financial derivative products □Applicable √Inapplicable 3.6.1 Positions of financial derivative products held at period-end □Applicable √Inapplicable §4 Attachments 4.1 Balance sheet Prepared by HaiNan Pearl River Holdings Co., Ltd. 31 Mar. 2012 Unit: RMB Yuan Closing balance Opening balance Items Consolidation The Company Consolidation The Company Current Assets: Monetary funds 40,816,244.61 1,097,043.35 52,507,843.73 515,955.59 Settlement reserves Lendings to banks and other financial institutions Transactional financial assets Notes receivable Accounts receivable 10,684,969.84 1,527,249.05 7,047,354.39 1,233,403.30 Accounts paid in advance 73,942,145.83 50,000,000.00 76,803,784.89 50,000,000.00 Premiums receivable Reinsurance premiums receivable Receivable reinsurance contract reserves Interest receivable Dividend receivable 260,015.00 260,015.00 260,015.00 260,015.00 Other accounts receivable 344,881,841.38 402,128,669.78 305,101,592.12 401,353,832.36 Financial assets purchased under agreements to resell Inventories 111,201,192.66 4,824,035.45 118,087,721.51 4,824,035.45 Non-current assets due within 1 year Other current assets Total current assets 581,786,409.32 459,837,012.63 559,808,311.64 458,187,241.70 Non-current assets: Loans and advances granted Available-for-sale financial assets 284,287,500.00 284,287,500.00 286,947,500.00 286,947,500.00 Held-to-maturity investments Long-term accounts receivable Long-term equity investment 51,545,341.80 300,847,393.49 51,861,567.21 301,163,618.90 Investing property 26,183,761.30 7,820,241.38 26,736,246.75 7,895,850.53 Fixed assets 333,377,815.42 18,654,676.85 325,412,316.44 19,120,348.43 Construction in progress 19,064,597.88 17,949,172.88 Engineering materials 606,206.60 606,206.60 Disposal of fixed assets Production biological assets Oil-gas assets Intangible assets 32,270,627.23 1,588,788.33 32,558,549.97 1,600,704.24 R&D expense Goodwill Long-term deferred expenses 12,615,615.95 10,069,867.95 Deferred income tax assets Other non-current assets Total of non-current assets 759,951,466.18 613,198,600.05 752,141,427.80 616,728,022.10 Total assets 1,341,737,875.50 1,073,035,612.68 1,311,949,739.44 1,074,915,263.80 Current liabilities: 3 PDF 文件使用 "pdfFactory Pro" 试用版本创建 www.fineprint.cn Short-term borrowings 210,000,000.00 210,000,000.00 45,000,000.00 Borrowings from Central Bank Customer bank deposits and due to banks and other financial institutions Borrowings from banks and other financial institutions Transactional financial liabilities Notes payable Accounts payable 23,817,698.17 2,482,949.70 22,624,982.35 2,482,949.70 Accounts received in advance 3,726,809.94 237,600.00 19,556,674.90 59,400.00 Financial assets sold for repurchase Handling charges and commissions payable Employee’s compensation payable 5,881,770.30 412,461.93 6,909,929.01 537,236.72 Tax payable 5,076,476.37 -2,360,442.27 3,581,099.43 -2,478,194.48 Interest payable 111,705,338.96 79,774,449.68 99,701,134.38 69,588,108.07 Dividend payable 3,213,302.88 3,213,302.88 3,213,302.88 3,213,302.88 Other accounts payable 346,444,363.37 349,320,025.76 349,335,603.33 347,896,763.31 Reinsurance premiums payable Insurance contract reserves Funds for acting trading of securities Funds for acting underwriting of securities Non-current liabilities due within 1 22,000,000.00 10,000,000.00 232,000,000.00 220,000,000.00 year Other current liabilities Total current liabilities 731,865,759.99 653,080,347.68 781,922,726.28 641,299,566.20 Non-current liabilities: Long-term borrowings 191,000,000.00 81,000,000.00 Bonds payable Long-term payables Specific payables Estimated liabilities Deferred income tax liabilities 48,682,638.80 47,630,625.00 49,347,638.80 48,295,625.00 Other non-current liabilities Total non-current liabilities 239,682,638.80 47,630,625.00 130,347,638.80 48,295,625.00 Total liabilities 971,548,398.79 700,710,972.68 912,270,365.08 689,595,191.20 Owners’ equity (or shareholders’ equity) Paid-up capital (or share capital) 426,745,404.00 426,745,404.00 426,745,404.00 426,745,404.00 Capital reserves 528,456,655.97 531,472,995.51 530,451,655.97 533,467,995.51 Less: Treasury stock Special reserves Surplus reserves 109,487,064.39 109,487,064.39 109,487,064.39 109,487,064.39 Provisions for general risks Retained profits -721,009,387.44 -695,380,823.90 -693,679,376.16 -684,380,391.30 Foreign exchange difference Total equity attributable to owners of the 343,679,736.92 372,324,640.00 373,004,748.20 385,320,072.60 Company Minority interests 26,509,739.79 26,674,626.16 Total owners’ equity 370,189,476.71 372,324,640.00 399,679,374.36 385,320,072.60 Total liabilities and owners’ equity 1,341,737,875.50 1,073,035,612.68 1,311,949,739.44 1,074,915,263.80 4.2 Income Statement Prepared by HaiNan Pearl River Holdings Co., Ltd. Jan.- Mar. 2012 Unit: RMB Yuan Jan.-Mar. 2012 Jan.-Mar. 2011 Items Consolidation The Company Consolidation The Company I. Total operating revenues 64,997,421.96 290,669.10 83,788,041.95 66,970.00 Including: Sales income 64,997,421.96 290,669.10 83,788,041.95 66,970.00 Interest income Premium income Handling charge and commission income II. Total operating cost 91,367,681.55 10,974,876.29 77,514,884.47 -638,688.20 Including: Cost of sales 41,163,681.51 88,898.40 47,473,716.01 13,289.25 Interest expenses Handling charges and commission expenses Surrenders Net claims paid Net amount withdrawn for the insurance contract reserve Expenditure on policy dividends Reinsurance premium Taxes and associate charges 5,567,111.72 16,165.47 9,623,362.23 10,772.66 Selling and distribution expenses 3,362,228.94 1,758,476.10 Administrative expenses 29,010,964.80 4,922,725.14 20,272,898.86 4,679,926.15 Financial expenses 14,322,083.85 6,993,479.28 -1,668,088.97 -3,776,517.17 4 PDF 文件使用 "pdfFactory Pro" 试用版本创建 www.fineprint.cn Asset impairment loss -2,058,389.27 -1,046,392.00 54,520.24 -1,566,159.09 Add: Gain/(loss) from change in fair value (“-” means loss) Gain/(loss) from investment -316,225.41 -316,225.41 (“-” means loss) Including: share of profits in associates -316,225.41 -316,225.41 and joint ventures Foreign exchange gains (“-” means loss) III. Business profit (“-” means loss) -26,686,485.00 -11,000,432.60 6,273,157.48 705,658.20 Add: non-operating income 67,839.50 430,386.00 Less: non-operating expense 2,011.20 57,527.34 12,915.00 Including: loss from non-current asset 15,200.25 12,915.00 disposal IV. Total profit (“-” means loss) -26,620,656.70 -11,000,432.60 6,646,016.14 692,743.20 Less: Income tax expense 874,240.95 2,462,752.80 V. Net profit (“-” means loss) -27,494,897.65 -11,000,432.60 4,183,263.34 692,743.20 Attributable to owners of the -27,330,011.28 -11,000,432.60 3,145,839.09 692,743.20 Company Minority shareholders’ income -164,886.37 1,037,424.25 VI. Earnings per share (I) basic earnings per share -0.06 0.01 (II)diluted earnings per share -0.06 0.01 Ⅶ. Other comprehensive incomes -1,995,000.00 -1,995,000.00 5,985,000.00 5,985,000.00 Ⅷ. Total comprehensive incomes -29,489,897.65 -12,995,432.60 10,168,263.34 6,677,743.20 Including: Attributable to owners of the -29,325,011.28 -12,995,432.60 9,130,839.09 6,677,743.20 Company Attributable to minority -164,886.37 1,037,424.25 shareholders Where there were business combinations under the same control in the reporting period, the combined parties achieved net profits of RMB 0.00 before the combinations. 4.3 Cash Flow Statement Prepared by HaiNan Pearl River Holdings Co., Ltd. Jan.- Mar. 2012 Unit: RMB Yuan Jan.-Mar. 2012 Jan.-Mar. 2011 Items Consolidation The Company Consolidation The Company I. Cash flows from operating activities: Cash received from sale of 42,553,330.68 0.00 77,387,121.79 555,480.00 commodities and rendering of service Net increase of deposits from customers and dues 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 commissions Net increase of borrowings from banks and other financial institutions Net increase of funds in repurchase business Tax refunds received Other cash received relating to 37,808,298.50 1,373,838.56 16,327,870.68 22,784,792.47 operating activities Subtotal of cash inflows from operating 80,361,629.18 1,373,838.56 93,714,992.47 23,340,272.47 activities Cash paid for goods and services 17,377,694.88 19,468,484.74 Net increase of customer lendings and advances Net increase of funds deposited in the central bank and amount due from banks Cash for paying claims of the original insurance contracts Cash for paying interest, handling charges and commissions Cash for paying policy dividends Cash paid to and for employees 29,396,413.07 1,187,592.57 23,225,073.68 1,394,068.58 Various taxes paid 5,904,014.25 239,894.28 27,558,243.17 567,823.07 Other cash payment relating to 112,515,107.83 2,356,865.95 22,809,211.39 6,317,991.03 operating activities 5 PDF 文件使用 "pdfFactory Pro" 试用版本创建 www.fineprint.cn Subtotal of cash outflows from operating 165,193,230.03 3,784,352.80 93,061,012.98 8,279,882.68 activities Net cash flows from operating activities -84,831,600.85 -2,410,514.24 653,979.49 15,060,389.79 II. Cash flows from investing activities: Cash received from disposal of 22,500,000.00 22,500,000.00 82,000,000.00 82,000,000.00 investments Cash received from return on investments Net cash received from disposal of fixed assets, intangible assets and other 537,291.00 6,790.00 6,000.00 long-term assets Net cash received from disposal of subsidiaries or other business units Other cash received relating to 15,191,444.71 15,191,444.71 investing activities Subtotal of cash inflows from investing 23,037,291.00 22,500,000.00 97,198,234.71 97,197,444.71 activities Cash paid to acquire fixed assets, intangible assets and other long-term 3,911,196.60 8,398.00 5,901,026.00 1,300,000.00 assets Cash paid for investment 19,500,000.00 118,500,000.00 116,500,000.00 Net increase of pledged loans Net cash paid to acquire subsidiaries 5,100,000.00 5,100,000.00 and other business units Other cash payments relating to investing activities Subtotal of cash outflows from investing 3,911,196.60 19,508,398.00 129,501,026.00 122,900,000.00 activities Net cash flows from investing activities 19,126,094.40 2,991,602.00 -32,302,791.29 -25,702,555.29 III. Cash flows from financing activities: Cash received from capital contributions Including: Cash received from minority shareholder investments by 0.00 subsidiaries Cash received from borrowings 320,000,000.00 210,000,000.00 7,000,000.00 Cash received from issuance of bonds Other cash received relating to financing activities Subtotal of cash inflows from financing 320,000,000.00 210,000,000.00 7,000,000.00 activities Repayment of borrowings 258,000,000.00 210,000,000.00 500,000.00 Cash paid for interest expenses and 4,486,092.67 16,040,585.00 14,300,000.00 distribution of dividends or profit Including: dividends or profit paid by subsidiaries to minority shareholders Other cash payments relating to 3,500,000.00 financing activities Sub-total of cash outflows from 265,986,092.67 210,000,000.00 16,540,585.00 14,300,000.00 financing activities Net cash flows from financing activities 54,013,907.33 -9,540,585.00 -14,300,000.00 IV. Effect of foreign exchange rate changes on cash and cash equivalents V. Net increase in cash and cash -11,691,599.12 581,087.76 -41,189,396.80 -24,942,165.50 equivalents Add: Cash and cash equivalents at 52,507,843.73 515,955.59 136,376,851.19 47,697,821.48 the period-begin VI. Cash and cash equivalents at the 40,816,244.61 1,097,043.35 95,187,454.39 22,755,655.98 period-end 4.4 Auditor’s report Auditor’s opinion: un-audited HaiNan Pearl River Holdings Co., Ltd. Chairman of the Board of Directors: Zheng Qing 25 Apr. 2012 6 PDF 文件使用 "pdfFactory Pro" 试用版本创建 www.fineprint.cn 7 PDF 文件使用 "pdfFactory Pro" 试用版本创建 www.fineprint.cn