Abstract of the Semi-Annual Report 2012 of HaiNan Pearl River Holdings Co., Ltd. HAINAN PEARL RIVER HOLDINGS CO., LTD. ABSTRACT OF THE SEMI-ANNUAL REPORT 2012 I. Important Notes The Board of Directors, the Supervisory Committee as well as directors, supervisors and senior management staff of HaiNan Pearl River Holdings Co., Ltd. (hereinafter referred to as “the Company” warrant that this report does not contain any false information, misleading statements or material omissions and they will assume individual and/or joint responsibility for the factuality, accuracy and completeness of all contents set forth herein. All directors were present at the board session for reviewing this report. Mr. Zheng Qing, company principal, Mr. Chen Binglian, head of the accounting work, and Mr. Yang Daoliang, head of the accounting department (person-in-charge of accounting) hereby declare that they guarantee the factuality and completeness of the financial report carried in the semi-annual report. English Translation for Reference Only. Should there be any discrepancy between the two versions, the Chinese version shall prevail. II. Company Profile (I)Basic information A-share abbreviation STZJ A-share code 000505 Stock exchange listed with Shenzhen Stock Exchange Company Secretary Securities Affairs Representative Name Yu Cuihong 29/F, Royal Empire Building, Pearl River Contact address Plaza, Binhai Avenue, Haikou, Hainan Tel. 0898— 68581888, 68581199 ext. Fax 0898— 68581026 hnpearlriver@21cn.net E-mail (II)Financial highlights 1. Major accounting data and financial indexes Any retrospective adjustment in previous financial statements? ? Yes v No Unit: RMB Yuan Increase/decrease 30 Jun. 2012 31 Dec. 2011 Notes (%) 1 Abstract of the Semi-Annual Report 2012 of HaiNan Pearl River Holdings Co., Ltd. Total assets 1,419,110,691.00 1,311,949,739.44 8.17 Owners’ equity attributable to 387,301,911.35 373,004,748.20 3.83 Attributable to owners of the shareholders of the Company Company Share capital 426,745,404.00 426,745,404.00 0.00 Net assets per share attributable to 0.9076 0.8741 3.83 4 digits after the decimal point shareholders of the Company (RMB Yuan/share) Jan.-Jun. 2012 Jan.-Jun. 2011 Increase/decrease (%) Gross operating revenues 108,341,956.20 144,292,773.73 -24.92 Operating profit -35,251,504.31 -8,992,867.70 -291.99 Total profit -35,304,968.75 -8,630,152.22 -309.09 Net profit attributable to -37,734,798.44 -15,041,866.11 -150.87 Attributable to owners of the shareholders of the Company Company Net profit attributable to -59,037,643.78 -35,013,277.56 -68.62 shareholders of the Company after deducting non-recurring gains and losses Basic EPS (RMB Yuan/share) -0.0884 -0.0352 -151.14 4 digits after the decimal point Diluted EPS (RMB Yuan/share) -0.0884 -0.0352 -151.14 4 digits after the decimal point Weighted average ROE (%) -9.93% -3.05% -6.88%-6.88% Net cash flow from operating -35,592,424.56 -27,380,569.51 -29.99 activities Net cash flow per share from -0.0834 -0.0642 -29.91 operating activities (RMB Yuan/share) Notes to major accounting data and financial indexes before the end of the reporting period (Please give notes if there is any retrospective adjustment): 2. Items of non-recurring gains and losses vApplicable ? Inapplicable Items Jan.-Jun. 2012 (RMB Yuan) Notes Gains and losses on disposal of non-current assets 60,773.50 Tax rebate, reduction or exemption due to un-authorized approval or the lack of formal approval documents Government grants recognized in the current year, except for those acquired in the ordinary course of business or granted at certain quotas or amounts according to the country’ unified standards Capital occupation fees received from non-financial 2,829,976.10 enterprises that are included in current gains and losses Gains generated when the investment costs of the Company’ acquiring subsidiaries, associates and joint ventures are less than the fair value of identifiable net assets in the investees attributable to the Company in the acquisition of the investments Exchange gains and losses of non-monetary assets Gains and losses through entrusting others to invest or manage assets Various asset impairment provisions due to acts of God such as natural disasters Gains and losses on debt restructuring 2 Abstract of the Semi-Annual Report 2012 of HaiNan Pearl River Holdings Co., Ltd. Enterprise reorganization expenses, such as expenses on employee settlement and integration Gains and losses on the parts exceeding the fair value when prices of transactions become unfair Net current gains and losses from the period-begin to the combination date of subsidiaries due to business combinations under the same control Gains and losses on contingent matters which are irrelevant to the normal operation of the Company Gains and losses on fair value changes of transactional financial assets and liabilities, and investment gains on disposal of transactional financial assets and liabilities and 18,542,755.18 available-for-sale financial assets, except for the effective hedging business related to the Company’ normal operation Reversal of impairment provisions for accounts receivable which are separately tested for impairment signs Gains and losses on entrustment loans from external parties Gains and losses on fair value changes of investing properties for which the fair value method is adopted for subsequent measurement Current gain and loss effect due to a just-for-once adjustment to current gains and losses according to requirements of taxation and accounting laws and regulations Custodian fee income from entrusted operations with the Company Other non-operating incomes and expenses besides the -114,237.94 items above Other gain and loss items that meet the definition of non-recurring gains and losses Minority interests effects -6,341.50 Income tax effects -10,080.06 Total 21,302,845.34 -- 3. Net profit and net asset differences between financial reports disclosed according to the international and Chinese accounting standards respectively vApplicable ? Inapplicable Unit: RMB Yuan Net profit attributable to shareholders of the Owners’equity attributable to shareholders of Company the Company Reporting period Same period of last year Closing amount Opening amount As per Chinese accounting -37,734,798.44 -15,041,866.11 387,301,911.35 373,004,748.20 standards Items and amounts adjusted according to international accounting standards: -Adjustment to amortization -1,337,000.00 -1,337,000.00 of land use rights As per international -37,734,798.00 -15,041,866.00 385,964,911.00 371,667,748.00 accounting standards 3 Abstract of the Semi-Annual Report 2012 of HaiNan Pearl River Holdings Co., Ltd. 4. Net profit and net asset differences between financial reports disclosed according to the overseas and Chinese accounting standards respectively vApplicable ? Inapplicable Unit: RMB Yuan Net profit attributable to shareholders of the Owners’equity attributable to shareholders of Company the Company Reporting period Same period of last year Closing amount Opening amount As per Chinese accounting -37,734,798.44 -15,041,866.11 387,301,911.35 373,004,748.20 standards Items and amounts adjusted according to overseas accounting standards: -Adjustment to amortization -1,337,000.00 -1,337,000.00 of land use rights As per international -37,734,798.00 -15,041,866.00 385,964,911.00 371,667,748.00 accounting standards III. Changes in Share Capital and Particulars about Shareholders (I)Changes in share capital ? Applicable vInapplicable (II)Shares held by the top ten holders of tradable shares/shares not subject to trading moratorium Shares held by the top ten shareholders and the top ten shareholders holding tradable shares Total number of shareholders 42,968 Particulars about shares held by the top ten shareholders Sharehold Pledged or frozen shares Number of Name of shareholder (full Nature of ing Total shares held at non-tradable Number of name) shareholder percentag the period-end shares held Status of shares shares e (%) Beijing Wanfa Real Estate State-owned 26.36% 112,479,478 0 Development Co., Ltd. corporation Xiao Gengning Domestic natural 0.74% 3,145,022 0 person Chen Yunxuan Domestic natural 0.67% 2,859,302 0 person Zhang Xiaoxia Domestic natural 0.46% 1,949,250 0 person Zhang Chuntian Domestic natural 0.36% 1,540,000 0 person Ou Lei Domestic natural 0.35% 1,500,000 0 person Zhang Huisheng Domestic natural 0.33% 1,400,000 0 person Domestic Nanhua Finance Co., Ltd. non-state-owned 0.3% 1,299,500 1,299,500 corporation Domestic natural Huang Yueling 0.28% 1,184,900 0 person 4 Abstract of the Semi-Annual Report 2012 of HaiNan Pearl River Holdings Co., Ltd. Pearl River Enterprise State-owned 0.27% 1,150,000 0 Group corporation Particulars about shares held by the top ten shareholders holding tradable shares Number of tradable shares Type and number of shares Name of shareholder held Type Number Explanation on associated relationship or/and persons acting in concert among the above-mentioned shareholders (III)Change of the controlling shareholder and the actual controller ? Applicable vInapplicable IV. Particulars about Directors, Supervisors and Senior Management (I)Shareholding changes of directors, supervisors and senior management Number of Number of Of which: Number of Number of shares shares Number of number of stock options Reason for Name Office title shares held at increased in decreased in shares held at restricted held at change period-begin reporting reporting period-end shares held period-end period period Chairman, Zheng Qing 34,175 0 0 34,175 34,175 34,175 N/A GM Vice Zhang Jian 0 0 0 0 0 0 N/A Chairman Peng Shuyin Director 0 0 0 0 0 0 N/A Shi Yonghui Director 0 0 0 0 0 0 N/A Liu Wenjie Director 0 0 0 0 0 0 N/A Chen Wenbin Director 0 0 0 0 0 0 N/A Li Independent 0 0 0 0 0 0 N/A Guangzhong Director Wang Independent 0 0 0 0 0 0 N/A Zhigang Director Huang Independent 0 0 0 0 0 0 N/A Weimin Director Chairman of Wu Xiaojing the 0 0 0 0 0 0 N/A Supervisory Committee She Jianhui Supervisor 0 0 0 0 0 0 N/A Wang Geping Supervisor 0 0 0 0 0 0 N/A Chen Executing 0 0 0 0 0 0 N/A Binglian Vice GM Vice GM, Yu Cuihong Company 0 0 0 0 0 0 N/A Secretary Yang Vice GM 0 0 0 0 0 0 N/A 5 Abstract of the Semi-Annual Report 2012 of HaiNan Pearl River Holdings Co., Ltd. Daoliang Wu Jianshe Vice GM 0 0 0 0 0 0 N/A V. Report of the Board of Directors (I)Main business lines classified by industries and products Unit: RMB Yuan Main business lines classified by industries Increase/decrease Increase/decrease Increase/decrease of operating of operating cost of gross profit Operating Gross profit rate revenue rate compared Industry Operating cost compared with revenue (%) compared with with the same the same period the same period period last year last year (%) last year (%) (%) Sale of real estate 22,880,211.00 11,265,104.81 50.76% -66.4% -64.7% -2.38% Property management and 52,229,168.34 47,199,383.70 9.63% 9.6% 10.88% -1.04% service Travel and hotel 31,628,808.66 15,626,961.42 50.59% 15.35% 36.22% -7.58% services Main business lines classified by products Increase/decrease Increase/decrease Increase/decrease of operating of operating cost of gross profit Operating Gross profit rate revenue rate compared Product Operating cost compared with revenue (%) compared with the same period with the same the same period period last year last year (%) last year (%) (%) Explanation to the reasons for any significant year-on-year change of the gross profit rate: N/A (II)Main business lines classified by regions Unit: RMB Yuan Increase/decrease compared with the same Region Operating revenue period last year (%) Hainan 71,616,099.00 4.71% Hubei 23,204,485.00 -66.16% Shanghai 1,262,255.00 100% Heilongjiang 10,655,349.00 73.31% Beijing 0.00 -100% (III)Reasons for any significant change in main business and its structure ? Applicable vInapplicable (IV)Reasons of significant changes in profitability of main business (gross profit rate) compared with that in the last year ? Applicable vInapplicable 6 Abstract of the Semi-Annual Report 2012 of HaiNan Pearl River Holdings Co., Ltd. (V)Analysis on reasons of significant changes in profit breakdown compared with the last year vApplicable ? Inapplicable The profit for the reporting period mainly came from the settlement income from the Hubei real estate project and the investment income from transferring 1.871 million shares of Southwest Securities, and the profit for the same period of last year mainly came from the settlement income from the Hubei real estate project and the capital occupation fee income. (VI)Particulars about utilization of the raised funds 1. Utilization of the raised funds ? Applicable vInapplicable 2. Change of projects invested with raised funds ? Applicable vInapplicable (VII)Revision of the Board of Directors’business plan for the second half of the year ? Applicable vInapplicable (VIII)Business performance estimate for Jan. -Sept. 2012 Warnings of estimated possible losses or major changes of the accumulative net profit achieved during the period from the beginning of the year to the end of the next reporting period compared with the same period of last year, as well as the reasons ? Applicable vInapplicable (IX)Explanation of the Board of Directors on “Non-standard Auditing Report” issued by the CPA firm for the reporting period ? Applicable vInapplicable (X)Explanation of the Board of Directors on changes and solutions of the issues involved in the “Non-standard Auditing Report” issued by the CPA firm for last year ? Applicable vInapplicable VI. Significant Events (I)Purchase, sales and reorganization of assets 1. Purchase of assets ? Applicable vInapplicable 7 Abstract of the Semi-Annual Report 2012 of HaiNan Pearl River Holdings Co., Ltd. Notes to purchase of assets: 2. Sale of assets ? Applicable vInapplicable Notes to sale of assets: 3. Progress of these events after the publication of the assets reorganization report or public notices on the purchases or sales of assets, as well as the influences of these events on the operation results and financial status of the Company in this reporting period ? Applicable vInapplicable (II)Guarantee events ? Applicable vInapplicable (III)Non-operating credits and liabilities with related parties Was there any non-operating credit or liability with any related party? ? Yes v No (IV)Significant lawsuits and arbitrations ? Applicable vInapplicable (V) Other significant events as well as analysis and explanations on their impact and solutions ? Applicable vInapplicable 1. Securities investment vApplicable ? Inapplicable Proportion in Initial Number of Closing the total Gain/loss in Serial Variety of Code of Abbr. of investment shares held at carrying closing the reporting No. securities securities securities amount the amount securities period (RMB (RMB Yuan) period-end (RMB Yuan) investment Yuan) amount (%) 150,000,000. 354,896,490. 52,031,961.5 1 Stock 600369 XNZQ 31,379,000 100% 00 00 9 Other securities investments held at the period-end 0.00 -- 0.00 0% 0.00 18,542,755.1 Gain/loss on selling securities in the reporting period -- -- -- -- 8 150,000,000. 354,896,490. Total -- 100% 00 00 Notes to securities investment: The Proposal on Authorizing the Chairman to Deal with Shares of Southwest Securities Held by the Company in Proper Timing was reviewed and approved unanimously at the 20th Session of the 6th Board of Directors on 13 Jun. 8 Abstract of the Semi-Annual Report 2012 of HaiNan Pearl River Holdings Co., Ltd. 2012 and later approved upon voting at the 1st Special Shareholders’General Meeting for 2012. In order to increase the utilization efficiency of the Company’ assets, the Board of Directors agreed its chairman to make decisions about the shares of Southwest Securities held by the Company (timing, number and method about dealing with the shares) according to the Company’ development strategy, the securities market situation and the Company’ operating and financial status. On 28 Jun. 2012, the Company sold 919,400 such shares via the secondary stock market, with the average trading price being RMB 11.57 per share. On 29 Jun. 2012, the Company sold 951,600 such shares via the secondary stock market, with the average trading price being RMB 11.34 per share. 2. Holding equity of other listed companies ? Applicable vInapplicable Notes to holding equity of other listed companies: 3. Capital occupation during the reporting period and debt-clearing progress ? Applicable vInapplicable The accountability plan put forward by the Board of Directors when the Company had not completed collecting the capital occupied for non-operating purposes by the end of the reporting period ? Applicable vInapplicable 4. Fulfillment of commitments Commitments made by the Company, its directors, supervisors, senior management, shareholders holding more than 5% shares of the Company, actual controller or any other relevant party in this reporting period, or such commitments carried down into this reporting period ? Applicable vInapplicable 5. Pre-plan of the Board of Directors for profit distribution or turning capital reserves into share capital ? Applicable vInapplicable 6. Items of other comprehensive income Unit: RMB Yuan Items Jan.-Jun. 2012 Jan.-Jun. 2011 1. Profits/(losses) from available-for-sale financial assets 83,946,040.00 7,980,000.00 Less: Effects on income tax generating from available-for-sale 20,986,510.00 1,995,000.00 financial assets Net amount transferred into profit and loss in the current period that 10,927,568.41 recognized into other comprehensive income in prior period Subtotal 52,031,961.59 5,985,000.00 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 9 Abstract of the Semi-Annual Report 2012 of HaiNan Pearl River Holdings Co., Ltd. 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 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 Total 52,031,961.59 5,985,000.00 (VI)Particulars about researches, visits and interviews received in this reporting period Main discussion and Time of reception Place of reception Way of reception Visitor type Visitor materials provided by the Company VII. Financial Report (I)Audit opinion Has this interim report been audited? ? Yes v No (II)Financial statements Consolidated statements or not? v Yes ? No 1. Consolidated balance sheet Prepared by HaiNan Pearl River Holdings Co., Ltd. Unit: RMB Yuan Item Note 30 Jun. 2012 31 Dec. 2011 Current Assets: Monetary funds 64,075,389.48 52,507,843.73 Settlement reserves Intra-group lendings Transactional financial assets 0.00 0.00 Notes receivable 0.00 0.00 Accounts receivable 10,524,260.83 7,047,354.39 Accounts paid in advance 152,107,124.73 76,803,784.89 Premiums receivable 10 Abstract of the Semi-Annual Report 2012 of HaiNan Pearl River Holdings Co., Ltd. Reinsurance premiums receivable Receivable reinsurance contract reserves Interest receivable 0.00 0.00 Dividend receivable 260,015.00 260,015.00 Other accounts receivable 252,922,380.41 305,101,592.12 Financial assets purchased under agreements to resell Inventories 107,822,162.83 118,087,721.51 Non-current assets due within 1 year Other current assets Total current assets 587,711,333.28 559,808,311.64 Non-current assets: Loans by mandate and advances granted Available-for-sale financial assets 354,896,490.00 286,947,500.00 Held-to-maturity investments Long-term accounts receivable Long-term equity investment 51,432,102.93 51,861,567.21 Investing property 25,892,076.58 26,736,246.75 Fixed assets 333,624,430.69 325,412,316.44 Construction in progress 20,799,397.88 17,949,172.88 Engineering materials 606,206.60 606,206.60 Disposal of fixed assets Production biological assets Oil-gas assets Intangible assets 32,144,089.10 32,558,549.97 R&D expense Goodwill Long-term deferred expenses 12,004,563.94 10,069,867.95 Deferred income tax assets Other non-current assets Total of non-current assets 831,399,357.72 752,141,427.80 Total assets 1,419,110,691.00 1,311,949,739.44 Current liabilities: Short-term borrowings 235,000,000.00 45,000,000.00 Borrowings from Central Bank Customer bank deposits and due to banks and other financial institutions Intra-group borrowings Transactional financial liabilities Notes payable Accounts payable 22,954,059.56 22,624,982.35 Accounts received in advance 8,979,806.60 19,556,674.90 Financial assets sold for repurchase Handling charges and 11 Abstract of the Semi-Annual Report 2012 of HaiNan Pearl River Holdings Co., Ltd. commissions payable Employee’ compensation 6,561,503.66 6,909,929.01 payable Tax payable 3,421,620.76 3,581,099.43 Interest payable 106,368,747.73 99,701,134.38 Dividend payable 3,213,302.88 3,213,302.88 Other accounts payable 359,928,370.27 349,335,603.33 Reinsurance premiums payable Insurance contract reserves Payables for acting trading of securities Payables for acting underwriting of securities Non-current liabilities due within 12,000,000.00 232,000,000.00 1 year Other current liabilities Total current liabilities 758,427,411.46 781,922,726.28 Non-current liabilities: Long-term borrowings 191,000,000.00 81,000,000.00 Bonds payable Long-term payables Specific payables Projected liabilities Deferred income tax liabilities 67,653,941.30 49,347,638.80 Other non-current liabilities Total non-current liabilities 258,653,941.30 130,347,638.80 Total liabilities 1,017,081,352.76 912,270,365.08 Owners’ equity (or shareholders’ equity) Paid-up capital (or share capital) 426,745,404.00 426,745,404.00 Capital reserves 582,483,617.56 530,451,655.97 Less: Treasury stock Specific reserves Surplus reserves 109,487,064.39 109,487,064.39 Provisions for general risks Retained profits -731,414,174.60 -693,679,376.16 Foreign exchange difference Total equity attributable to owners 387,301,911.35 373,004,748.20 of the Company Minority interests 14,727,426.89 26,674,626.16 Total owners’ (or shareholders’ 402,029,338.24 399,679,374.36 equity Total liabilities and owners’ (or 1,419,110,691.00 1,311,949,739.44 shareholders’ equity Legal representative: Zheng Qing Person-in-charge of the accounting work: Chen Binglian Chief of the accounting division: Yang Daoliang 12 Abstract of the Semi-Annual Report 2012 of HaiNan Pearl River Holdings Co., Ltd. 2. Balance sheet of the Company Unit: RMB Yuan Item Note 30 Jun. 2012 31 Dec. 2011 Current Assets: Monetary funds 12,257,715.18 515,955.59 Transactional financial assets Notes receivable Accounts receivable 1,788,612.34 1,233,403.30 Accounts paid in advance 50,000,000.00 50,000,000.00 Interest receivable Dividend receivable 260,015.00 260,015.00 Other accounts receivable 413,736,272.15 401,353,832.36 Inventories 4,824,035.45 4,824,035.45 Non-current assets due within 1 year Other current assets Total current assets 482,866,650.12 458,187,241.70 Non-current assets: Available-for-sale financial assets 354,896,490.00 286,947,500.00 Held-to-maturity investments Long-term accounts receivable Long-term equity investment 300,734,154.62 301,163,618.90 Investing property 7,744,632.23 7,895,850.53 Fixed assets 18,259,612.67 19,120,348.43 Construction in progress Engineering materials Disposal of fixed assets Production biological assets Oil-gas assets Intangible assets 1,576,872.42 1,600,704.24 R&D expense Goodwill Long-term deferred expenses Deferred income tax assets Other non-current assets Total of non-current assets 683,211,761.94 616,728,022.10 Total assets 1,166,078,412.06 1,074,915,263.80 Current liabilities: Short-term borrowings 235,000,000.00 Transactional financial liabilities Notes payable Accounts payable 2,482,949.70 2,482,949.70 Accounts received in advance 178,200.00 59,400.00 Employee’ compensation 391,029.53 537,236.72 payable Tax payable -2,063,466.44 -2,478,194.48 13 Abstract of the Semi-Annual Report 2012 of HaiNan Pearl River Holdings Co., Ltd. Interest payable 74,942,477.24 69,588,108.07 Dividend payable 3,213,302.88 3,213,302.88 Other accounts payable 260,621,830.62 347,896,763.31 Non-current liabilities due within 220,000,000.00 1 year Other current liabilities Total current liabilities 574,766,323.53 641,299,566.20 Non-current liabilities: Long-term borrowings Bonds payable Long-term payables Specific payables Projected liabilities Deferred income tax liabilities 66,601,927.50 48,295,625.00 Other non-current liabilities Total non-current liabilities 66,601,927.50 48,295,625.00 Total liabilities 641,368,251.03 689,595,191.20 Owners’ equity (or shareholders’ equity) Paid-up capital (or share capital) 426,745,404.00 426,745,404.00 Capital reserves 585,499,957.10 533,467,995.51 Less: Treasury stock Specific reserves Surplus reserves 109,487,064.39 109,487,064.39 Retained profits -597,022,264.46 -684,380,391.30 Foreign exchange difference Total owners’ (or shareholders’ 524,710,161.03 385,320,072.60 equity Total liabilities and owners’ (or 1,166,078,412.06 1,074,915,263.80 shareholders’ equity 3. Consolidated income statement Unit: RMB Yuan Item Note Jan.-Jun. 2012 Jan.-Jun. 2011 I. Total operating revenues 108,341,956.20 144,292,773.73 Including: Sales income 108,341,956.20 144,292,773.73 Interest income Premium income Handling charge and commission income II. Total operating cost 161,706,751.41 152,880,825.51 Including: Cost of sales 74,969,155.92 86,517,326.29 Interest expenses Handling charge and commission expenses Surrenders Net claims paid Net amount withdrawn for 14 Abstract of the Semi-Annual Report 2012 of HaiNan Pearl River Holdings Co., Ltd. the insurance contract reserve Expenditure on policy dividends Reinsurance premium Taxes and associate charges 8,907,927.55 17,123,298.21 Selling and distribution 4,879,658.11 3,593,594.12 expenses Administrative expenses 53,000,592.30 39,721,435.23 Financial expenses 29,066,735.26 5,755,839.36 Asset impairment loss -9,117,317.73 169,332.30 Add: Gain/(loss) from change in fair value (“-” means loss) Gain/(loss) from investment 18,113,290.90 -404,815.92 (“-” means loss) Including: share of profits in -429,464.28 -404,815.92 associates and joint ventures Foreign exchange gains (“-” means loss) III. Business profit (“-” means loss) -35,251,504.31 -8,992,867.70 Add: non-operating income 72,889.50 430,386.00 Less: non-operating expense 126,353.94 67,670.52 Including: loss from non-current 15,200.25 asset disposal IV. Total profit (“-” means loss) -35,304,968.75 -8,630,152.22 Less: Income tax expense 1,777,028.96 5,433,288.59 V. Net profit (“-” means loss) -37,081,997.71 -14,063,440.81 Including: Net profit achieved by combined parties before the combinations Attributable to owners of the -37,734,798.44 -15,041,866.11 Company Minority shareholders’income 652,800.73 978,425.30 VI. Earnings per share -- -- (I) Basic earnings per share -0.09 -0.04 (II) Diluted earnings per share -0.09 -0.04 Ⅶ. Other comprehensive incomes 52,031,961.59 5,985,000.00 Ⅷ. Total comprehensive incomes 14,949,963.88 -8,078,440.81 Attributable to owners of the 14,297,163.15 -9,056,866.11 Company Attributable to minority 652,800.73 978,425.30 shareholders Where business mergers under the same control occurred in this report period, the net profit achieved by the merged parties before the business mergers was RMB 0. Legal representative: Zheng Qing Person-in-charge of the accounting work: Chen Binglian Chief of the accounting division: Yang Daoliang 4. Income statement of the Company Unit: RMB Yuan 15 Abstract of the Semi-Annual Report 2012 of HaiNan Pearl River Holdings Co., Ltd. Item Note Jan.-Jun. 2012 Jan.-Jun. 2011 I. Total sales 579,338.20 193,340.00 Less: cost of sales 177,796.80 26,578.50 Business taxes and surcharges 32,330.94 46,550.85 Distribution expenses 1,267.00 15,000.00 Administrative expenses 10,762,024.79 8,780,814.70 Financial costs 16,037,614.63 3,766,085.05 Impairment loss -3,276,546.96 -460,057.00 Add: gain/(loss) from change in fair value (“-” means loss) Gain/(loss) from investment (“-” 110,513,290.90 -404,815.92 means loss) Including: income form investment -429,464.28 -404,815.92 on associates and joint ventures II. Business profit (“-” means loss) 87,358,141.90 -12,386,448.02 Add: non-business income Less: non-business expense 15.06 22,579.22 Including: loss from non-current 12,915.00 asset disposal III. Total profit (“-” means loss) 87,358,126.84 -12,409,027.24 Less: income tax expense IV. Net profit (“-” means loss) 87,358,126.84 -12,409,027.24 V Earnings per share -- -- (I) Basic earnings per share (II) Diluted earnings per share VI. Other comprehensive income 52,031,961.59 5,985,000.00 VII. Total comprehensive income 139,390,088.43 -6,424,027.24 5. Consolidated cash flow statement Unit: RMB Yuan Item Jan.-Jun. 2012 Jan.-Jun. 2011 I. Cash flows from operating activities: Cash received from sale of 90,839,597.75 121,695,433.47 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 deposits of policy holders and investment fund Net increase of disposal of tradable financial assets Cash received from interest, handling charges and commissions 16 Abstract of the Semi-Annual Report 2012 of HaiNan Pearl River Holdings Co., Ltd. Net increase of intra-group borrowings Net increase of funds in repurchase business Tax refunds received Other cash received relating to 11,113,568.62 17,137,414.67 operating activities Subtotal of cash inflows from operating 101,953,166.37 138,832,848.14 activities Cash paid for goods and services 31,480,717.55 37,708,925.23 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 52,599,524.79 41,532,522.52 Various taxes paid 12,674,520.81 46,765,196.25 Other cash payment relating to 40,790,827.78 40,206,773.65 operating activities Subtotal of cash outflows from 137,545,590.93 166,213,417.65 operating activities Net cash flows from operating activities -35,592,424.56 -27,380,569.51 II. Cash flows from investing activities: Cash received from withdrawal of 43,000,000.00 188,500,000.00 investments Cash received from return on investments Net cash received from disposal of fixed assets, intangible assets and other 21,469,320.27 164,708.50 long-term assets Net cash received from disposal of subsidiaries or other business units Other cash received relating to 5,200,000.00 22,360,895.82 investing activities Subtotal of cash inflows from 69,669,320.27 211,025,604.32 investing activities Cash paid to acquire fixed assets, intangible assets and other long-term 79,987,813.71 8,462,406.09 assets Cash paid for investment 3,000,000.00 243,500,000.00 Net increase of pledged loans Net cash paid to acquire subsidiaries and other business units Other cash payments relating to investing activities Subtotal of cash outflows from 82,987,813.71 251,962,406.09 investing activities Net cash flows from investing activities -13,318,493.44 -40,936,801.77 17 Abstract of the Semi-Annual Report 2012 of HaiNan Pearl River Holdings Co., Ltd. III. Cash Flows from Financing Activities: Cash received from capital 4,900,000.00 contributions Including: Cash received from minority shareholder investments by 4,900,000.00 subsidiaries Cash received from borrowings 357,600,000.00 27,216,000.00 Cash received from issuance of bonds Other cash received relating to financing activities Subtotal of cash inflows from financing 357,600,000.00 32,116,000.00 activities Repayment of borrowings 268,000,000.00 10,500,000.00 Cash paid for interest expenses and 24,762,536.25 17,988,685.00 distribution of dividends or profit Including: dividends or profit paid by subsidiaries to minority shareholders Other cash payments relating to 4,359,000.00 financing activities Sub-total of cash outflows from 297,121,536.25 28,488,685.00 financing activities Net cash flows from financing activities 60,478,463.75 3,627,315.00 IV. Effect of foreign exchange rate changes on cash and cash equivalents V. Net increase in cash and cash 11,567,545.75 -64,690,056.28 equivalents Add: Opening balance of cash and 52,507,843.73 136,376,851.19 cash equivalents VI. Closing balance of cash and cash 64,075,389.48 71,686,794.91 equivalents 6. Cash flow statement of the Company Unit: RMB Yuan Item Jan.-Jun. 2012 Jan.-Jun. 2011 I. Cash flows from operating activities: Cash received from sale of 707,165.00 commodities and rendering of service Tax refunds received Other cash received relating to 6,150,211.50 14,337,432.68 operating activities Subtotal of cash inflows from operating 6,150,211.50 15,044,597.68 activities Cash paid for goods and services Cash paid to and for employees 2,432,405.76 2,195,035.52 Various taxes paid 291,624.04 1,234,830.23 Other cash payment relating to 7,370,972.46 8,550,914.15 operating activities Subtotal of cash outflows from 10,095,002.26 11,980,779.90 operating activities Net cash flows from operating activities -3,944,790.76 3,063,817.78 18 Abstract of the Semi-Annual Report 2012 of HaiNan Pearl River Holdings Co., Ltd. II. Cash flows from investing activities: Cash received from retraction of 43,000,000.00 118,500,000.00 investments Cash received from return on investments Net cash received from disposal of fixed assets, intangible assets and other 20,932,029.27 6,000.00 long-term assets Net cash received from disposal of subsidiaries or other business units Other cash received relating to 5,200,000.00 20,034,243.32 investing activities Subtotal of cash inflows from 69,132,029.27 138,540,243.32 investing activities Cash paid to acquire fixed assets, intangible assets and other long-term 83,157.00 1,334,900.00 assets Cash paid for investment 57,250,000.00 216,600,000.00 Net cash paid to acquire subsidiaries and other business units Other cash payments relating to investing activities Subtotal of cash outflows from 57,333,157.00 217,934,900.00 investing activities Net cash flows from investing activities 11,798,872.27 -79,394,656.68 III. Cash Flows from Financing Activities: Cash received from capital contributions Cash received from borrowings 241,000,000.00 70,000,000.00 Cash received from issuance of bonds Other cash received relating to financing activities Subtotal of cash inflows from financing 241,000,000.00 70,000,000.00 activities Repayment of borrowings 220,000,000.00 Cash paid for interest expenses and 16,253,321.92 14,300,000.00 distribution of dividends or profit Other cash payments relating to 859,000.00 financing activities Sub-total of cash outflows from 237,112,321.92 14,300,000.00 financing activities Net cash flows from financing activities 3,887,678.08 55,700,000.00 IV. Effect of foreign exchange rate changes on cash and cash equivalents V. Net increase in cash and cash 11,741,759.59 -20,630,838.90 equivalents Add: Opening balance of cash and 515,955.59 47,697,821.48 cash equivalents VI. Closing balance of cash and cash 12,257,715.18 27,066,982.58 equivalents 19 Abstract of the Semi-Annual Report 2012 of HaiNan Pearl River Holdings Co., Ltd. 7. Consolidated statement of changes in owners’equity Reporting period Unit: RMB Yuan Reporting period Equity attributable to owners of the Company Paid-up Total Item Minority capital Less: General owners’ Capital treasury Specific Surplus Retaine interests (or risk reserve reserve reserve d profit Others equity share stock reserve capital) I. Balance at the end of the 426,745 530,451, 109,487 -693,67 26,674,62 399,679,37 previous year ,404.00 655.97 ,064.39 9,376.16 6.16 4.36 Add: change of accounting policy Correction of errors in previous periods Other II. Balance at the beginning of 426,745 530,451, 109,487 -693,67 26,674,62 399,679,37 the year ,404.00 655.97 ,064.39 9,376.16 6.16 4.36 III. Increase/ decrease of 52,031,9 -37,734, -11,947,1 2,349,963. amount in the year (“-” means 61.59 798.44 99.27 88 decrease) -37,734, 652,800.7 -37,081,99 (I) Net profit 798.44 3 7.71 (II) Other comprehensive 52,031,9 52,031,961 incomes 61.59 .59 52,031,9 -37,734, 652,800.7 14,949,963 Subtotal of (I) and (II) 61.59 798.44 3 .88 (III) Capital paid in and 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 reduced by owners 1. Capital paid in by owners 2. Amounts of share-based payments recognized in owners’equity 3. Others 12,600,00 12,600,000 (IV) Profit distribution 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 .00 1. Appropriations to surplus reserves 2. Appropriations to general risk provisions 3. Appropriations to 12,600,00 12,600,000 owners (or shareholders) 0.00 .00 4. Other (V) Internal carry-forward of 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 owners’equity 1. New increase of capital (or share capital) from capital public reserves 2. New increase of capital (or share capital) from surplus reserves 3. Surplus reserves for 20 Abstract of the Semi-Annual Report 2012 of HaiNan Pearl River Holdings Co., Ltd. making up losses 4. Other (Ⅵ) Specific reserve 1. Withdrawn for the period 2. Used in the period (Ⅶ) Other 426,745 582,483, 109,487 -731,41 14,727,42 402,029,33 IV. Closing balance ,404.00 617.56 ,064.39 4,174.60 6.89 8.24 Last year Unit: RMB Yuan Last year Equity attributable to owners of the Company Paid-up Total Item Minority capital Less: General owners’ Capital treasury Specific Surplus Retaine (or risk Others interests equity reserve reserve reserve d profit share stock reserve capital) I. Balance at the end of the 426,745 605,264, 114,177, -648,89 21,220,56 518,515,97 previous year ,404.00 155.97 485.88 1,640.41 7.19 2.63 Add: retrospective adjustments due to business combinations under the same control Add: change of accounting policy Correction of errors in previous periods Other II. Balance at the beginning of 426,745 605,264, 114,177, -648,89 21,220,56 518,515,97 the year ,404.00 155.97 485.88 1,640.41 7.19 2.63 III. Increase/ decrease of 5,985,00 -15,041, 5,878,425 -3,178,440. amount in the year (“-” means 0.00 866.11 .30 81 decrease) -15,041, 978,425.3 -14,063,44 (I) Net profit 866.11 0 0.81 (II) Other comprehensive 5,985,00 5,985,000. incomes 0.00 00 5,985,00 -15,041, 978,425.3 -8,078,440. Subtotal of (I) and (II) 0.00 866.11 0 81 (III) Capital paid in and 4,900,000 4,900,000. 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 reduced by owners .00 00 1. Capital paid in by 4,900,000 4,900,000. owners .00 00 2. Amounts of share-based payments recognized in owners’equity 3. Others (IV) Profit distribution 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 1. Appropriations to surplus reserves 2. Appropriations to general risk provisions 3. Appropriations to 21 Abstract of the Semi-Annual Report 2012 of HaiNan Pearl River Holdings Co., Ltd. owners (or shareholders) 4. Other (V) Internal carry-forward of 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 owners’equity 1. New increase of capital (or share capital) from capital public reserves 2. New increase of capital (or share capital) from surplus reserves 3. Surplus reserves for making up losses 4. Other (Ⅵ) Specific reserve 1. Withdrawn for the period 2. Used in the period (Ⅶ) Other 426,745 611,249, 114,177, -663,93 27,098,99 515,337,53 IV. Closing balance ,404.00 155.97 485.88 3,506.52 2.49 1.82 8. Statement of changes in owners’equity of the Company Reporting period Unit: RMB Yuan Reporting period Paid-up Item Less: General Total capital (or Capital Specific Surplus Retained treasury risk owners’ share reserve reserve reserve profit stock reserve equity capital) I. Balance at the end of the 426,745,40 533,467,99 109,487,06 -684,380,3 385,320,07 previous year 4.00 5.51 4.39 91.30 2.60 Add: change of accounting policy Correction of errors in previous periods Other II. Balance at the beginning of 426,745,40 533,467,99 109,487,06 -684,380,3 385,320,07 the year 4.00 5.51 4.39 91.30 2.60 III. Increase/ decrease of amount 52,031,961 87,358,126 139,390,08 in the year (“-” means decrease) .59 .84 8.43 87,358,126 87,358,126 (I) Net profit .84 .84 (II) Other comprehensive 52,031,961 52,031,961 incomes .59 .59 52,031,961 87,358,126 139,390,08 Subtotal of (I) and (II) .59 .84 8.43 (III) Capital paid in and 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 reduced by owners 1. Capital paid in by owners 2. Amounts of share-based payments recognized in owners’ equity 3. Others 22 Abstract of the Semi-Annual Report 2012 of HaiNan Pearl River Holdings Co., Ltd. (IV) Profit distribution 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 1. Appropriations to surplus reserves 2. Appropriations to general risk provisions 3. Appropriations to owners (or shareholders) 4. Other (V) Internal carry-forward of 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 owners’equity 1. New increase of capital (or share capital) from capital public reserves 2. New increase of capital (or share capital) from surplus reserves 3. Surplus reserves for making up losses 4. Other (Ⅵ) Specific reserve 1. Withdrawn for the period 2. Used in the period (Ⅶ) Other 426,745,40 585,499,95 109,487,06 -597,022,2 524,710,16 IV. Closing balance 4.00 7.10 4.39 64.46 1.03 Last year Unit: RMB Yuan Last year Paid-up Item Less: General Total capital (or Capital Specific Surplus Retained treasury risk owners’ share reserve reserve reserve profit stock reserve equity capital) I. Balance at the end of the 426,745,40 608,280,49 109,487,06 -653,036,6 491,476,30 previous year 4.00 5.51 4.39 53.99 9.91 Add: change of accounting policy Correction of errors in previous periods Other II. Balance at the beginning of 426,745,40 608,280,49 109,487,06 -653,036,6 491,476,30 the year 4.00 5.51 4.39 53.99 9.91 III. Increase/ decrease of amount 5,985,000. -12,409,02 -6,424,027. in the year (“-” means decrease) 00 7.24 24 -12,409,02 -12,409,02 (I) Net profit 7.24 7.24 (II) Other comprehensive 5,985,000. 5,985,000. incomes 00 00 5,985,000. -12,409,02 -6,424,027. Subtotal of (I) and (II) 00 7.24 24 (III) Capital paid in and 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 reduced by owners 1. Capital paid in by owners 2. Amounts of share-based payments recognized in owners’ 23 Abstract of the Semi-Annual Report 2012 of HaiNan Pearl River Holdings Co., Ltd. equity 3. Others (IV) Profit distribution 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 1. Appropriations to surplus reserves 2. Appropriations to general risk provisions 3. Appropriations to owners (or shareholders) 4. Other (V) Internal carry-forward of 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 owners’equity 1. New increase of capital (or share capital) from capital public reserves 2. New increase of capital (or share capital) from surplus reserves 3. Surplus reserves for making up losses 4. Other (Ⅵ) Specific reserve 1. Withdrawn for the period 2. Used in the period (Ⅶ) Other 426,745,40 614,265,49 109,487,06 -665,445,6 485,052,28 IV. Closing balance 4.00 5.51 4.39 81.23 2.67 (III)Notes to the financial statements 1. Changes in main accounting policies or estimates, correction of any significant accounting error and the influenced amounts (1)Change of accounting policies Were the main accounting policies changed during the reporting period? ? Yes v No (2)Change of accounting estimates Were the main accounting estimates changed during the reporting period? ? Yes v No (3)Correction of accounting errors Was any accounting error made in previous periods discovered in the reporting period? ? Yes v No 2. Reasons for any change of the consolidation scope The consolidation scope for the reporting period remained unchanged. 24 Abstract of the Semi-Annual Report 2012 of HaiNan Pearl River Holdings Co., Ltd. 3. If a non-standard audit report is issued, the Company should make relevant notes. N/A 25 Abstract of the Semi-Annual Report 2012 of HaiNan Pearl River Holdings Co., Ltd. Hainan Pearl River Holding Company Limited Notes on the Financial Statements for the Six Months ended 30 June 2012 (All amounts are stated in RMB Yuan unless otherwise stated) I. General information Hainan Pearl River Holding Company Limited, referred to as ‘the Company’or ‘Pearl River Holding’ grew out of the lawful re-registration by the original Hainan Pearl River Industry Company Limited on January 11 1992. The re-registration was based on the document of Qiong Fu Ban [1992] No.1 issued by the General Office of Hainan People’ Government and City Management Office Qiong Yin [1992] No. 6 issued by the People’ Bank of Hainan province. By the time when the re-registration took place, the Company issued a total amount of 81,880,000 shares, among which 60,793,600 shares were folded from the predecessor’ net assets while the rest amount, 21,086,400 shares, were newly issued and were listed on Shenzhen Stock Exchange according to the document of securities administration office [1992] No. 83 issued by the People's Bank of China in December 1992. The parent company of the Pearl River Holding, the Guangjiang Industrial Company held the amount of 36,393,600 shares in 1992, equivalent to a shareholding ratio of 44.45%. The business license registration number is 20128455-6 and the company is defined as belonging to the real estate industry. On 25th March 1993, approved by the Hainan joint-stock system pilot leading group office with the supporting document of Qiong joint-stock office [1993] No.028 and the Shenzhen special economic zone branch of the People’ Bank of China with the corresponding document of Shen People’ Bank Fu [1993] No.099, the company increased its share capital by stock-for stock: five new shares for every ten shares held plus two freely delivered new shares. As a result, the share capital increased to 139,196,000 shares, of which the shareholder, Guangzhou Pearl River Industrial Company occupied 48,969,120 shares, holding an equity stake of 35.18%. In 1994, the equity capital was raised to the amount of 278,392,000 shares through delivering 10 new free shares for every 10 shares held. Guangzhou Pearl River Industrial Company occupied 97,938,240 shares, holding an equity stake of 35.18%. In 1995, based on the approval stated at the document of Shenzhen BanFu [1995] No. 45 and Shenzhen BanFu [1995] No.12, the company issued 50 million B shares. An incremental share capital was thus followed based on the fact that every 1.5 new shares were generated for every ten B shares, resulting in the amount of 377,650,800 shares outstanding in total. Guangzhou Pearl River Industrial Company occupied 112,628,876 shares, holding an equity stake of 29.82%. In 1999, 112,628,976 shares that were held by the Guangzhou Pearl River Industrial Group Co., Company were transferred to 26 Abstract of the Semi-Annual Report 2012 of HaiNan Pearl River Holdings Co., Ltd. Beijing Wanfa Real Estate Development Company. Consequently, Beijing Wanfa Real Estate Development Company became the first majority shareholder, holding the amount of 112,628,976 shares, which accounts for 29.82% of the total outstanding shares of the company. On 10th January 2000, with the Business License for Legal Person issued by the Hainan Administrative Bureau for Industry and Commerce and the registration number 4600001006830 obtained, the name of the company was formally changed to Hainan Pearl River Holding Company Limited. August 17, 2006, with the implementation of equity division reform, an incremental of share capital to the total amount of 49.094604 million shares took place since additional shares were delivered to all shareholders based on a 10:1.3 (1.3 free new shares for every 10 held)distribution regime. The total amount of shares outstanding was thus increased to 426,745,404 shares with the Wanfa Real Estate Development Company occupying 107,993,698 shares, taking up the ownership percentage of 25.31%. In 2007 and 2009, non-circulation stock shareholders paid back consideration for reform of the shareholder structure; the corresponding value was respectively 3,289,780 and 1,196,000 shares of stock. Beijing Wanfa Real Estate Development Company held an amount of 112,479,478 shares at the end of 2009, which was equivalent to an equity stake of 26.36%. In 2010, the controlling shareholder Beijing Wanfa Real Estate Development Stock Limited Company changed its name to Beijing Wanfa Real Estate Development Limited Liability Company. By the end of June, this dominant shareholder held an amount of 112,479,478 shares, equivalent to an ownership percentage of 26.36%. Registered capital: RMB 426,745,400 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, and Tourism Real Estate Department, Financial Department, Management Department, Auditing Department and others in the Company. 27 Abstract of the Semi-Annual Report 2012 of HaiNan Pearl River Holdings Co., Ltd. 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’ 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. This report covers the period from January 1, 2011 to December 31, 2011. 4. Reporting currency The Company’ reporting and presentation currency is 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 28 Abstract of the Semi-Annual Report 2012 of HaiNan Pearl River Holdings Co., Ltd. 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 s ot 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 liabilities Financial 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 29 Abstract of the Semi-Annual Report 2012 of HaiNan Pearl River Holdings Co., Ltd. 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 fair value 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 30 Abstract of the Semi-Annual Report 2012 of HaiNan Pearl River Holdings Co., Ltd. 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 rat e 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 the condition, in the latest market transaction upon their own free will, the current fair value obtained by referring to other financial inst ruments 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 31 Abstract of the Semi-Annual Report 2012 of HaiNan Pearl River Holdings Co., Ltd. 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 inst rument 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’ 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 cash flows. 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’ bad debts provision policy: 32 Abstract of the Semi-Annual Report 2012 of HaiNan Pearl River Holdings Co., Ltd. Percentage of Accounts Percentage of Others Ages Receivable (%) Receivable (%) Within 1 year (including 1 year, same as 2 2 following) 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’ 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" and its 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 33 Abstract of the Semi-Annual Report 2012 of HaiNan Pearl River Holdings Co., Ltd. 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’ 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 the equity 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 34 Abstract of the Semi-Annual Report 2012 of HaiNan Pearl River Holdings Co., Ltd. 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 cannot 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) Recognition 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 certain proportion. 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 35 Abstract of the Semi-Annual Report 2012 of HaiNan Pearl River Holdings Co., Ltd. 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: Estimated useful lives Expected residual value Annual depreciation rate Category (years) (%) (%) Buildings & Houses 25 5 3.8 Motor Vehicle 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; 36 Abstract of the Semi-Annual Report 2012 of HaiNan Pearl River Holdings Co., Ltd. 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 37 Abstract of the Semi-Annual Report 2012 of HaiNan Pearl River Holdings Co., Ltd. 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’ 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. Long-term prepaid expenses Long-term prepaid expenses mainly include spending paid with the benefit period of more than one year (excluding the year period) such as car parking fees, housing renovation fees, etc. Long-term prepaid expenses shall be amortized the costs over 38 Abstract of the Semi-Annual Report 2012 of HaiNan Pearl River Holdings Co., Ltd. the duration of the project beneficiary. 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. 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-of- completion 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 cannot 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 39 Abstract of the Semi-Annual Report 2012 of HaiNan Pearl River Holdings Co., Ltd. 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’ 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. 21. 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. 22. Recognition of deferred income tax assets and liabilities (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: 40 Abstract of the Semi-Annual Report 2012 of HaiNan Pearl River Holdings Co., Ltd. (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 shall be reviewed. 23. Maintenance fund The Company’ 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. 24. Quality assurance reserve funds Construction party should remain quality assurance reserve funds according to the amount in the construction contract, and 41 Abstract of the Semi-Annual Report 2012 of HaiNan Pearl River Holdings Co., Ltd. list in "accounts payable". The funds should be paid according to the actual conditions and contract after guarantee period. 25. Changes of accounting policies and accounting estimates and error correction (1) Changes of accounting policies Not applicable (2) Notes for accounting estimates of previous period Not applicable. 26. Changes of accounting estimates and error correction 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 Revenue of house property sale and lease, property Business tax 5% 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 25% 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 the financial 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 Amount Registered invested by capital Voting the Consolidated Minority Registered Principal Holding Subsidiary’ name rights (Yes or No) address (RMB activities proportion Company interest proportion (RMB 0’000) 0’000) (RMB 0’000) Properties and Hainan Pearl River Hainan Properties and Hotels 500 Hotels 98% 98% 490 Yes 10.95 Management Co., Ltd. Haikou Management Hainan Pearl River Environmental Projects Yes Hainan 100 Gardens 100% 100% 100 Co., 42 Abstract of the Semi-Annual Report 2012 of HaiNan Pearl River Holdings Co., Ltd. Amount Registered invested by capital Voting Consolidated Minority Registered Principal Holding the Subsidiary’ name rights (Yes or No) address (RMB activities proportion Company interest proportion (RMB 0’000) 0’000) (RMB 0’000) Ltd. Haikou engineering construction Hainan Pearl River Estate Hainan 50 Cleaning projects 100% 100% 50 Yes Haikou Cleaning Company Mechanical and Hainan Pearl River Estate Hainan Yes Machine Engineering 150 electrical 100% 100% 150 Company Haikou products sales Real Estate Hainan Pearl River Hainan Estate Yes 100 Marketing 100% 100% 100 Marketing Co., Ltd. Haikou Planning Sanya Wanjia Hotel Hainan Sanya 12,000 Hotel service 100% 100% 12,000 Yes Management Co., Ltd. Hubei Pearl River Real Real estate Estate Development Co., Ltd. Yes 1,225.73 Hubei Wuhan 6,500 development and 88% 88% 5,720 management Wuhan Pearl River Meilin Yes Hotels Management Co., Hubei Wuhan 50 Service 100% 100% 50 Ltd. Real estate Hainan Pearl River Enterprises Holding Co., Yes Ltd. Shanghai Real Shanghai 4,000 development and 100% 100% 4,000 Estate Co. management Beijing Jiubo Culture Cultural and Yes Development Co., Ltd. Beijing 500 sports services 100% 100% 500 Mudanjiang Pearl River Tourism Investment and Hotel Yes Development Group Mudanjiang 6,000 management 100% 100% 6,000 Limited Mudanjiang Wanjia Star Hotel Co., Ltd. Hotel service 100% 100% Yes Mudanjiang 50 50 Mudanjiang Jingbohu Hotel service 100% 100% Yes Wanjia Hotel Co., Ltd. Mudanjiang 50 50 Shanghai Sea Pearl Property Property Management 50% 50% Yes 27.35 Shanghai US $ 20 83 Co., Ltd. management 43 Abstract of the Semi-Annual Report 2012 of HaiNan Pearl River Holdings Co., Ltd. Amount Registered invested by capital Voting Consolidated Minority Registered Principal Holding the Subsidiary’ name rights (Yes or No) address (RMB activities proportion Company interest proportion (RMB 0’000) 0’000) (RMB 0’000) Real estate Hebei 51% 51% Yes 208.71 1,000 development and 510 Hebei zhengshiqinghui Shijiazhuang Real Estate Development Co., Ltd. property services 2. The subsidiaries acquired by the business combination under non-uniform control Registered Subsidiary’ Business Registered Principal capital Holding Voting rights Consolidated name category address activities (RMB proportion proportion (Yes or No) 0’000) Hailin Wanjia Hailin of Snowtown Limited Hotel Holiday Hotel 2,000 100.00 100.00 Yes Liability Heilongjiang service Management Co., Ltd. Province V. Notes to significant items of the consolidated financial statements 1. Monetary funds (1)Monetary funds disclosed by categories Items Jun 30, 2012 Jan 1, 2012 Cash 535,337.21 2,174,511.88 Bank deposit 52,745,777.68 50,327,357.51 Other monetary funds 10,794,274.59 5,974.34 Total 64,075,389.48 52,507,843.73 Note: RMB is the currency that applies to all monetary funds held by the company. (2) Details of ‘Other Monetary funds’ Items Jun 30, 2012 Jan 1, 2012 Credit card 11,946.74 5,974.34 Securities accounts 10,782,327.85 Total 10,794,274.59 5,974.34 Note: There were no access-restricted funds for the final balance, neither were those funds that have been deposited abroad or may bring potential recovery risks. 2. Accounts receivable 44 Abstract of the Semi-Annual Report 2012 of HaiNan Pearl River Holdings Co., Ltd. (1) Accounts receivable listed by categories June 30, 2012 January 1, 2012 Bad Debt Bad Debt Categories Amounts Amounts Provision Provision Ratio Ratio Ratio Ratio Amounts Amounts Amounts Amounts (%) (%) (%) (%) 1.Significant accounts receivable and bad debts accounted 7,761,707.60 36.99 7,761,707.60 100.00 7,761,707.60 42.98 7,761,707.60 100.00 individually 2.Bad debt accounted by the combinations Age Combinations 11,176,334.42 53.26 708,096.29 6.34 7,596,153.44 42.06 645,638.32 8.50 Combined Subtotal 11,176,334.42 53.26 708,096.29 6.34 7,596,153.44 42.06 645,638.32 8.50 3.Other unimportant receivables but bad debts accounted 2,046,702.72 9.75 1,990,680.02 97.26 2,702,706.37 14.96 2,605,867.10 96.42 individually Total 20,984,744.74 100.00 10,460,483.91 — — 18,060,567.41 — — 11,013,213.02 100.00 (2) Aging analysis 30 Jun 2012 1 Jan 2012 Ages Balance Proportion (%) Bad debts Balance Proportion (%) Bad debts Within 1 year 9,451,951.67 84.57 189,039.03 6,285,843.87 82.74 125,674.50 1-2 years 583,298.03 5.22 29,164.90 115,202.15 1.52 5,760.11 2-3 years 108,000.00 0.97 10,800.00 106,000.00 1.40 10,600.00 3-4 years 101,500.00 0.91 20,300.00 136,500.00 1.80 27,300.00 4-5 years 35,000.00 0.31 10,500.00 0.00 0.00 0.00 Over 5 years 896,584.72 8.02 448,292.36 952,607.42 12.54 476,303.71 Total 11,176,334.42 100.00 708,096.29 7,596,153.44 100.00 645,638.32 (3) The top five debtors’ending total balance. Details are as follows: Relationship Proportion of total with Owned Name Ages accounts receivable amount the company (%) Hainan racing entertainment Co., Unrelated Client 2,406,158.00 over 5 years 11.47 LTD Hainan Baoping company Unrelated Client 2,218,494.43 over 5 years 10.57 Hainan centaline property agency Unrelated Client 2,090,069.77 over 5 years 9.96 Hainan dragon film studio Unrelated Client 1,046,985.40 over 5 years 4.99 Within 1 Xinhe company Unrelated Client 1,591,137.00 7.58 year total 9,352,844.60 44.57 (4) At the end of this reporting period, none of the amount of accounts receivable was owed to related parties. 3. Prepayments 45 Abstract of the Semi-Annual Report 2012 of HaiNan Pearl River Holdings Co., Ltd. (1) Aging analysis 30 Jun 2012 1 Jan 2012 Ages Balance Proportion (%) Balance Proportion (%) Within 1 year 99,204,539.63 65.22 23,848,719.79 31.05 1-2 years 50,311,663.59 33.08 50,367,143.59 65.58 2-3 years 670,741.57 0.44 667,741.57 0.87 Over 3 years 1,920,179.94 1.26 1,920,179.94 2.50 Total 152,107,124.73 100.00 76,803,784.89 100.00 (2) Top five units of prepayments Company’ Name Relationship Amounts Ages Unsettled reason Heilongjiang Province Mudanjiang Forestry Unrelated Within 1 64,012,914.67 The project is not complete yet. Engineering Company Client year Haikou Hongzhou Real Estate Development Unrelated Pre-paid property purchase 50,000,000.00 1-2 years Co., Ltd Client payment Unrelated Within 1 Dahailin Forestry Bureau 5,076,469.00 The project is not complete yet. Client year Unrelated Within 1 Longshi Artist Management Co., Ltd 4,500,000.00 The project is not complete yet. Client year China Construction Bank Corporation Unrelated Within 1 Consulting service is not reach 2,000,000.00 Mudanjiang branch Client year the deadline Total 125,589,383.67 Note: The 50 million Yuan prepayment made to the Haikou Hongzhou Real Estate Development Company was the payment required by the contract of ‘supplementary agreement of the implementation of the 3 rd phase of Longzhu project’Under this contract, the company is obliged to make the payment of RMB 50 million Yuan after the completion of the 150,000 square office building. In addition to that, the Company has signed another ‘guarantee contract’with Hainan Hongzhou Real Estate Group Co.,Ltd, which is the parent company of the Haikou Hongzhou Real Estate Development company. Based on this contract, the Group will use its own land and property as security. (3)The yearend balance did not contain any debt owned by major shareholders who own more than 5% of the Company’ share capital. 4. Dividends receivable (1) Details of dividends receivable Items Jan 1, 2012 Increment Decrement Jun 30, 2012 Hainan Pearl River 260,015.00 260,015.00 Guanzhuang Co., Ltd. Total 260,015.00 260,015.00 (2) Dividends receivable exceed one year Ending Impairment Invested company Age Reason balance loss Hainan Pearl River Guanzhuang Co., The investee confronts the problem of tight 3-4years 260,015.00 None Ltd. budget. 46 Abstract of the Semi-Annual Report 2012 of HaiNan Pearl River Holdings Co., Ltd. Ending Impairment Invested company Age Reason balance loss Total 260,015.00 5. Other receivables (1) Others receivable listed by categories Dec 31, 2011 Jan 1, 2011 Bad Debt Bad Debt Categories Amounts Amounts Provision Provision Ratio Ratio Ratio Ratio Amounts Amounts Amounts Amounts (%) (%) (%) (%) 1. Significant others receivable and bad debts 25,978,479.90 9.99 25,978,479.90 100.00 25,978,479.90 7.38 25,978,479.90 100.00 accounted individually 2. Bad debt accounted by the combinations Age Combinations 259,916,039.86 88.23 8,220,657.02 3.16 319,808,779.78 90.90 16,072,774.33 5.03 Combined Subtotal 259,916,039.86 88.23 8,220,657.02 3.16 319,808,779.78 90.90 16,072,774.33 5.03 3. Other unimportant receivables but bad 5,190,360.03 1.78 3,963,362.46 76.36 6,041,420.44 1.72 4,675,833.77 77.40 debts accounted individually Total 291,084,879.79 38,162,499.38 351,828,680.12 46,727,088.00 Note: Details about related party’ transaction refer to ‘Notes VI. 5. (3)’ (2) Aging analysis 30 Jun 2012 1 Jan 2012 Ages Balance Proportion (%) Bad debts Balance Proportion (%) Bad debts Within 1 year 218,038,384.87 83.90 4,360,767.70 261,835,652.15 81.87 5,236,713.04 1-2 years 37,682,403.52 14.50 1,884,120.18 40,231,432.94 12.58 2,011,571.65 2-3 years 3,274.13 0.00 327.41 5,838.21 0.00 583.82 3-5 years 345,407.22 0.13 69,081.44 212,234.27 0.07 62,094.70 4-5 years 84,623.86 0.03 25,387.16 0.00 0.00 0.00 Over 5 years 3,761,946.26 1.44 1,880,973.13 17,523,622.21 5.48 8,761,811.12 Total 259,916,039.86 100.00 8,220,657.02 319,808,779.78 100.00 16,072,774.33 (3)Top five units of others receivable Relationship with Proportion of total Name Owned amount Ages the company Other receivable (%) Public Investment Co., Ltd Unrelated Party 143,000,000.00 1-2 year 49.13 Beijing Kangtai Xingye Investment Co.,Ltd Unrelated Party 60,000,000.00 Within 1 year 20.61 Within 1 year: 1,091,553.34 Hainan Pearl River Guanzhuang Co., Ltd. Unrelated Party 7,535,831.68 yuan 2.59 1-2 years: 6,444,278.34 yuan Shenzhen Yinxiang Computer Co., Ltd Unrelated Party 6,482,625.00 Over 5 years 2.23 47 Abstract of the Semi-Annual Report 2012 of HaiNan Pearl River Holdings Co., Ltd. Yuehai Railway Co., Ltd Unrelated Party 6,000,000.00 Within 1 year 2.06 Note: On 3rd January 2011, the proposal of ‘the private railway sidings for Mulin town as well as coal wholesale market construction cooperation project’was signed between Public Investment Co., Ltd and the Company. On 28th June 2011, the project supplementary agreement was signed, which stipulates the joint investment of the the private railway sidings for Mulin town as well as coal wholesale market construction project. Under the agreement, staged financing is required from both parties while the upper limit investment amount for the Pearl River Holding is RMB140 million. With regard to the project income distribution, the company enjoys a 60% of the return while the partner enjoys the rest 40% during the transition period. Once the transition period ends, the Company has the priority to choose whether or not to participate in the operating management and enjoying earnings through ownership investment. If the Company chooses to quit the project investment, the Public Investment Corporation must promise an annual investment return no less than 18% of the aggregate investment. Consistent with agreement, the Company has already made the payment of RMB 140 million to the designated account of the Public Investment Corporation. The Beijing branch investment & consultation firm which belongs to the Company will supervise the use of the funds all the way from the project approval, construction to project management. On 28th June 2012, the company has signed the additional proposal that add investment of RMB 15 million. On 18th July 2011, the Company has signed a cooperation proposal together with Beijing Kangtai Xingye Investment Co., Ltd and the natural person, Lijun Gu. Under the proposal, a project company will be co-founded by the capital rejection of RMB70 million from the natural person and the capped capital contribution of RMB 64 million from the Company. That is, the natural person, Lijun Gu holds an equity stake of 60%, the Company occupied 40%. The project company is responsible for the development and sales of the iron and ore resources at Dujiawan magnetite iron ore and Zhaojiayuan iron ore located at Shiyan city, Hubei province. The company has already made a payment of RMB 60 million to the designated account of Beijing Kangtai Xingye Investment Company. Lijun Gu and the Beijing Kangtai Xingye Investment Company uses their respective 70% ownership holding rights in Yuxi Shengying mining industry limited liability company as the pledged collateral to the Company. 6. Inventories (1) Inventories category Jun 30, 2012 Jan 1, 2012 Items Provision for Provision for Ending Balance Book value Ending Balance Book value Inventory Inventory Raw materials 1,922,566.34 1,922,566.34 4,232,624.93 4,232,624.93 Low-value consumption 2,328,187.70 2,328,187.70 880,919.41 880,919.41 goods: 48 Abstract of the Semi-Annual Report 2012 of HaiNan Pearl River Holdings Co., Ltd. Jun 30, 2012 Jan 1, 2012 Items Provision for Provision for Ending Balance Book value Ending Balance Book value Inventory Inventory Finished goods 213,277.66 213,277.66 309,086.29 309,086.29 Constructing development 53,094,072.07 53,094,072.07 51,135,927.01 51,135,927.01 product Development 72,421,046.07 22,156,987.01 50,264,059.06 83,686,150.88 22,156,987.01 61,529,163.87 products Total 129,979,149.84 22,156,987.01 107,822,162.83 140,244,708.52 22,156,987.01 118,087,721.51 (2) Inventories impairment provision Decrement Items 1 Jan 2012 Increment 30 Jun 2012 Transfer back Write off Development product 22,156,987.01 22,156,987.01 Total 22,156,987.01 22,156,987.01 Note: For this reporting period, the 5th floor of skirt building in Pearl River Square has been rented out to the public. The development products were categorized into investment real estate and the corresponding impairment was transferred into the investment real estate. 7. Available for sales financial assets Available for sales financial assets listed by categories Items Fair value at Jun 30,2012 Fair value at Jan 1,2012 Available for sales equity instrument 354,896,490.00 286,947,500.00 Total 354,896,490.00 286,947,500.00 Note: The Company holds 31,379,000 shares of stock of Southwest Securities. The yearend book value is RMB 40,071,101.92 while the market price is RMB 11.31 per share. 8. Joint investment and joint venture investment Joint venture investment Percentage of Percentage of Registration Business Registered vote right Name Nature legal representative equity address Character capital interest(%) (%) Sanya Wanjia Limited Entertainment Enterprises Holding Sanya, Hainan Qing Zheng 100,000,000.00 40 40 liability Service Co., Ltd Beijing Found Vision Limited Entertainment Beijing Qing Zheng 3,000,000.00 49 49 Media Co., Ltd. liability Service Beijing Sunshine Tiansheng Property Limited Property Beijing Qing Zheng 5,000,000.00 30 30 Management Co., liability Management Ltd. 49 Abstract of the Semi-Annual Report 2012 of HaiNan Pearl River Holdings Co., Ltd. Ending Balance Ending Balance of Ending Balance Operating Name of Total Net profit Total Assets of Net Assets Income Liabilities Sanya Wanjia Enterprises Holding Co., 93,928,624.52 1,121,512.74 92,807,111.78 -1,073,660.71 Ltd Beijing Found Vision Media Co., Ltd. 3,000,000.00 3,000,000.00 Beijing Sunshine Tiansheng Property 9,958,804.67 5,601,091.95 4,357,712.72 Management Co., Ltd. 9. Long-term Equity Investment Percentage Percentage of of vote Impairment loss Current Name Accounting Initial investment Beginning Balance Increase or Ending Balance equity interest right impairme Method Cost decrease provision (%) nt loss (%) Sanya Wanjia Enterprises Holding Co., Ltd. Equity Method 40,000,000.00 37,552,309.00 -429,464.28 37,122,844.72 40 40 Beijing Found Vision Media Co., Ltd. Equity Method 1,470,000.00 1,470,000.00 1,470,000.00 49 49 Beijing Sunshine Tiansheng Property Equity Method 1,500,000.00 1,427,948.31 1,427,948.31 30 30 Management Co., Ltd. Subtotal for Equity Method 42,970,000.00 40,450,257.31 -429,464.28 40,020,793.03 Hainan Pearl River Guanzhuang Co., Cost Method 426,315.00 426,315.00 426,315.00 1.33 1.33 Ltd Hainan Tongsheng Ports Co., Ltd Cost Method 6,000,000.00 6,000,000.00 6,000,000.00 15 15 6,000,000.00 Hainan Chamber of Commerce Cost Method 500,000.00 500,000.00 500,000.00 6.67 6.67 500,000.00 Network Science and Technology Cost Method 10,000,000.00 10,000,000.00 10,000,000.00 10 10 10,000,000.00 Investment Co. Hainan Huadi Pearl River Foundation Cost Method 160,000.00 160,000.00 160,000.00 2 2 Engineering Co., Ltd. Guangzhou Pearl River Investment Cost Method 18,177,240.29 18,177,240.29 18,177,240.29 9.4785 9.4785 7,352,245.39 Management Co., Ltd Hainan Nanyang Shipping Industrial Cost Method 1,680,000.00 1,680,000.00 1,680,000.00 1,680,000.00 Company Limited Subtotal for Cost Method 36,943,555.29 36,943,555.29 0.00 36,943,555.29 25,532,245.39 Total 79,913,555.29 77,393,812.60 -429,464.28 76,964,348.32 25,532,245.39 10. Investment real estates Items 1 Jan 2012 Increment Decrement 30 Jun 2012 I. Original value 34,458,642.70 322,062.78 34,136,579.92 Buildings and structures 34,458,642.70 322,062.78 34,136,579.92 II. Accumulated depreciation and amortization 4,289,468.35 584,729.27 62,621.88 4,811,575.74 Buildings and structures 4,289,468.35 584,729.27 62,621.88 4,811,575.74 III. Impairment provision 3,432,927.60 3,432,927.60 Buildings and structures 3,432,927.60 3,432,927.60 IV. Book value 26,736,246.75 25,892,076.58 Buildings and structures 26,736,246.75 25,892,076.58 Note: The corresponding depreciation costs for this reporting period was RMB 584,729.27 Yuan. 11. Fixed assets 50 Abstract of the Semi-Annual Report 2012 of HaiNan Pearl River Holdings Co., Ltd. Items 1 Jan 2012 Increment Decrement 30 Jun 2012 I. Original value 444,369,015.01 22,216,547.65 184,530.00 466,401,032.66 Buildings & Houses 313,703,207.36 12,208,000.00 325,911,207.36 Motor Vehicle 27,968,677.63 6,552,418.00 184,530.00 34,336,565.63 General equipment 52,208,111.09 10,700.00 52,218,811.09 Other equipments 50,489,018.93 3,445,429.65 53,934,448.58 II. Accumulated depreciation 111,457,402.65 13,997,510.66 177,607.26 125,277,306.05 Buildings & Houses 44,613,906.30 5,950,603.19 50,564,509.49 Motor Vehicle 11,238,685.63 2,166,750.27 175,303.50 13,230,132.40 General equipment 26,380,113.59 1,643,167.47 28,023,281.06 Other equipments 29,224,697.13 4,236,989.73 2,303.76 33,459,383.10 III. Impairment provision 7,499,295.92 7,499,295.92 Buildings & Houses 7,499,295.92 7,499,295.92 Motor Vehicle General equipment Other equipments IV. Book value 325,412,316.44 22,216,547.65 14,004,433.40 333,624,430.69 Buildings & Houses 261,590,005.14 12,208,000.00 5,950,603.19 267,847,401.95 Motor Vehicle 16,729,992.00 6,552,418.00 2,175,976.77 21,106,433.23 General equipment 25,827,997.50 10,700.00 1,643,167.47 24,195,530.03 Other equipments 21,264,321.80 3,445,429.65 4,234,685.97 20,475,065.48 Note: The depreciation cost of this period was RMB13,997,510.66 Yuan. 12. Construction in progress 30 Jun 2012 1 Jan 2012 Project name Impairment loss Impairment loss Ending Balance Book value Ending Balance Book value provision provision Lake Hotel 4,742,000.00 4,742,000.00 Expansion project of 96,000.00 96,000.00 96,000.00 96,000.00 Xuxiang River side Staff 5,530,613.30 5,530,613.30 788,613.30 788,613.30 Residence Little Train 550 5,648,964.09 5,648,964.09 5,648,964.09 5,648,964.09 Earlier stage of Xuxiang 2,194,595.49 2,194,595.49 2,194,595.49 2,194,595.49 Project Little Train 400 4,000,000.00 4,000,000.00 4,000,000.00 4,000,000.00 Electronic project of 80,000.00 80,000.00 acting tent Studio project of Er’long 909,000.00 909,000.00 149,000.00 149,000.00 Mountain Forest Park area projects 450,000.00 450,000.00 250,000.00 250,000.00 Diesel generator sets 755,425.00 755,425.00 51 Abstract of the Semi-Annual Report 2012 of HaiNan Pearl River Holdings Co., Ltd. 30 Jun 2012 1 Jan 2012 Project name Impairment loss Impairment loss Ending Balance Book value Ending Balance Book value provision provision Ski slope 360,000.00 360,000.00 Fire facilities of staff 20,000.00 20,000.00 residence Dapengshan house 680,000.00 680,000.00 Snow Village centralized 154,800.00 154,800.00 heating stations Total 20,799,397.88 20,799,397.88 17,949,172.88 0.00 17,949,172.88 13. Engineering Materials Items 1 Jan 2012 Increment Decrement 30 Jun 2012 Special equipment 606,206.60 606,206.60 Total 606,206.60 606,206.60 14. Intangible assets Items 1 Jan 2012 Increment Decrement 30 Jun 2012 I. Original value 38,511,442.93 169,921.00 38,681,363.93 Software 1,584,757.28 169,921.00 1,754,678.28 Land use right 35,535,285.65 35,535,285.65 Zhenghe membership of Sanya Hongzhou International 480,000.00 480,000.00 Yacht Club Golf membership of Nanli Lake 911,400.00 911,400.00 II.Accumulative amortization 5,041,492.96 584,381.87 5,625,874.83 Software 494,796.17 123,281.73 618,077.90 Land use right 4,502,283.87 450,851.00 4,953,134.87 Zhenghe membership of Sanya Hongzhou International 44,412.92 10,249.14 54,662.06 Yacht Club Golf membership of Nanli Lake III. Total impairment loss provision 911,400.00 911,400.00 Golf membership of Nanli Lake 911,400.00 911,400.00 IV. Carrying amount 32,558,549.97 —— —— 32,144,089.10 Software 1,089,961.11 —— —— 1,136,600.38 Land use right 31,033,001.78 —— —— 30,582,150.78 Zhenghe membership of Sanya Hongzhou International 435,587.08 —— —— 425,337.94 Yacht Club Golf membership of Nanli Lake —— —— Note: 1. The amortization of this year is 584,381.87 Yuan. 2. The yearend land use right used as mortgage or collateral holds a book value of 28,812,252.58Yuan. More details are 52 Abstract of the Semi-Annual Report 2012 of HaiNan Pearl River Holdings Co., Ltd. explained at “Note V.18” 15. Long-term prepayments Items 1 Jan 2012 Increment Amortization Other decrements 30 Jun 2012 Decoration 4,756,538.62 548,000.00 476,230.57 4,828,308.05 Ski rental fee 4,800,000.00 450,000.00 4,350,000.00 Technical service 513,329.33 70,002.00 443,327.33 fee Guarantee fee and 2,634,500.00 251,571.44 2,382,928.56 other Total 10,069,867.95 3,182,500.00 1,247,804.01 12,004,563.94 16. Deferred income tax asset and deferred income tax liability (1) Identified deferred income tax liability Items 30 Jun 2012 1 Jan 2012 Deferred income tax liability: 67,653,941.30 49,347,638.80 Changes on the fair value of available for sales financial assets 66,601,927.50 48,295,625.00 credited to capital reserves Difference between fair value and the book value of net assets 1,052,013.80 1,052,013.80 of purchased unit as business combination (2) Unrecognized deferred income tax asset Items 30 Jun 2012 1 Jan 2012 Deductible temporary differences 108,155,839.21 117,273,156.94 Deductible losses 60,308,135.29 48,796,714.62 Total 168,463,974.50 166,069,871.56 17. Assets impairment provision Decrement Items 1 Jan 2012 Increment 30 Jun 2012 Other Transfer back Write off Decrement Bad debt provision 57,740,301.02 9,117,317.73 48,622,983.29 Inventories impairment provision 22,156,987.01 22,156,987.01 long-term equity investment impairment provision 25,532,245.39 25,532,245.39 Investment property impairment provision 3,432,927.60 3,432,927.60 Fixed assets impairment provision 7,499,295.92 7,499,295.92 Intangible assets impairment provision 911,400.00 911,400.00 Total 117,273,156.94 9,117,317.73 108,155,839.21 18. Assets with restricted ownership Items Assets name Amount Remark 53 Abstract of the Semi-Annual Report 2012 of HaiNan Pearl River Holdings Co., Ltd. Items Assets name Amount Remark 1.Fixed assets It has been mortgaged to the Bank of China Main Building of Days Hotel & Buildings & Houses 180,679,361.31 Hainan Yeshumeng branch for loan 110 million Suites Sanya Resort Yuan (Contract No.G004-1). It has been mortgaged to the Bank of China Buildings & Houses Hotel Villa A, B & C 8,494,100.79 Hainan Yeshumeng branch for loan 110 million Yuan (Contract No.G004-1). It has been mortgaged to Haikou Haikong Buildings & Houses 594,831.29 Micrio-credit Loans Co., Ltd. for loan 25 million Building of Longzhu ,22nd floor loan. It has been mortgaged to Haikou Haikong Buildings & Houses Building of Longzhu , third floor 548,300.23 Micrio-credit Loans Co., Ltd. for loan 25 million of the northeast side loan. It has been mortgaged to Haikou Haikong Buildings & Houses Building of Dihao ,29 th floor 4,249,050.74 Micrio-credit Loans Co., Ltd. for loan 25 million loan. It has been mortgaged to Haikou Haikong Buildings & Houses the 5th floor of the west side of 7,744,632.23 Micrio-credit Loans Co., Ltd. for loan 25 million skirt building in Pearl River Square loan. It has been mortgaged to Haikou Haikong Development 1,048,080.60 Micrio-credit Loans Co., Ltd. for loan 25 million products Building of Longzhu ,21st floor loan. It has been mortgaged to the Construction Bank Buildings & Houses Main Building of Hailin wanjia 46,599,757.60 of China Mudanjiang branch for loan 110 million snow village vacation hotel Yuan. Development Zhujiang square F3;Building of It has been mortgaged toWang xiaodong for loan 6 3,775,954.85 products Dijing, 6th floor million Yuan. 2.Intangible assets It has been mortgaged to the Bank of China Main Building of Days Hotel & Land use rights 26,084,548.64 Hainan Yeshumeng branch for loan 110 million Suites Sanya Resort Yuan (Contract No.G004-2). It has been mortgaged to the Bank of China Land use rights Hotel Villa A, B & C 1,576,872.42 Hainan Yeshumeng branch for loan 110 million Yuan (Contract No.G004-2). Main Building of Hailin wanjia It has been mortgaged to the Construction Bank Land use rights snow village vacation hotel and 1,150,831.52 of China Mudanjiang branch for loan 110 million Staff quarters Yuan. 3. Pledged assets It has been mortgaged to chongqin Province Trust Available for sales 3.325 millions Shares of Southwest 336,472,500.00 Co., Ltd. for the loan of 220 million Yuan financial assets Security (Contract No. JLXT2009A018). Total 619,018,822.22 Note: Assets with restricted ownership are mainly used for guarantee of bank loans. 19. Short-term loan 1. Short-term loan disclosed by categories Category 30Jun2012 1 Jan 2012 Guaranteed loans 45,000,000.00 Pledge loans 210,000,000.00 Mortgage loans 25,000,000.00 Total 235,000,000.00 45,000,000.00 54 Abstract of the Semi-Annual Report 2012 of HaiNan Pearl River Holdings Co., Ltd. 20. Accounts payable Jun 30, 2012 Jan 1, 2012 Ages Ending Balance Percentage (%) Opening Balance Percentage (%) Within 1 year 6,384,333.17 27.81 6,366,825.29 28.14 1 to 2 years 8,055,630.24 35.09 8,478,035.44 37.47 2 to 3 years 54,184.80 0.24 52,270.02 0.23 3 years and more 8,459,911.35 36.86 7,727,851.60 34.16 Total 22,954,059.56 100.00 22,624,982.35 100.00 Note: The end of this reporting period did not contain debt owned by any major shareholders who own more than 5% of the Company’ share capital. And there were no related parties involved for the final balance. 21. Accounts received in advance Jun 30, 2012 Jan 1, 2012 Ages Ending Balance Percentage (%) Opening Balance Percentage (%) Within 1 year 7,855,312.49 87.48 18,272,805.52 93.44 Over 1 year 1,124,494.11 12.52 1,283,869.38 6.56 Total 8,979,806.60 100.00 19,556,674.90 100.00 Note:The end of this reporting period did not contain debt owned by any major shareholders who own more than 5% of the Company’ share capital. And the yearend balance excluded any related party. 22.Accrued payroll Items Jan 1, 2012 Increment Decrement Jun 30, 2012 I. Salary, bonus, allowance 1,935,954.85 43,500,306.58 44,203,687.28 1,232,574.15 II. Employee Welfare expenses 5,193,379.61 5,496,707.55 -303,327.94 III. Social insurance 5,373,291.53 5,373,291.53 Where:1)Medical insurance 1,414,814.87 1,414,814.87 2)Supplementary medical insurance 3) Endowment insurance 3,410,130.42 3,410,130.42 4)annuity 5) Unemployment insurance 351,537.48 351,537.48 6) Working accident insurance 102,444.80 102,444.80 7) Maternity insurance 94,363.96 94,363.96 IV. Housing accumulation fund 591,834.71 591,834.71 V. Labor union fees& Employee education fees 4,973,974.16 1,098,644.91 440,361.62 5,632,257.45 VI. Non-monetary welfares VII. Compensation for dismissal VIII.Others Total 6,909,929.01 55,757,457.34 56,105,882.69 6,561,503.66 55 Abstract of the Semi-Annual Report 2012 of HaiNan Pearl River Holdings Co., Ltd. 23. Taxes payable Items Jun 30, 2012 Jan 1, 2012 VAT -226,077.82 Individual income tax 44,513.66 93,214.78 City construction and maintenance tax 88,405.22 78,133.99 Corporate income tax 1,134,149.14 3,257,663.34 Property tax 776,172.99 159,789.20 Business tax 712,392.97 800,387.80 Land use tax 79,762.62 10,507.33 Increment tax on land value 725,576.41 -823,648.69 Educational surtax -94,127.14 -64,539.01 Others 180,852.71 69,590.69 Total 3,421,620.76 3,581,099.43 24. Interest payable Item Jun 30, 2012 Jan 1, 2012 Long-term loan 6,991,111.11 Short-term loan 4,962,055.57 Company loan 90,780,670.67 82,084,001.78 Entrusted loan 10,449,888.49 10,449,888.49 Others 176,133.00 176,133.00 Total 106,368,747.73 99,701,134.38 Note: Details refer to Note VI.4. 25. Dividend payable Investor Jun 30, 2012 Jan 1, 2012 Dividend payable of institutional shares 3,213,302.88 3,213,302.88 Total 3,213,302.88 3,213,302.88 Note: The listed dividend payable was generated from previous years but has been unable to reach the relevant creditorswhose details have not been retained. 26. Other payables Jun 30, 2012 Jan 1, 2012 Age Ending Balance Percentage (%) Opening Balance Percentage (%) Within 1 year 96,717,517.52 26.87 80,879,156.75 23.15 1 to 2 years 13,448,724.72 3.74 13,909,907.32 3.98 2 to 3 years 112,223,963.27 31.18 115,919,765.06 33.18 3 years and more 137,538,164.76 38.21 138,626,774.20 39.69 56 Abstract of the Semi-Annual Report 2012 of HaiNan Pearl River Holdings Co., Ltd. Jun 30, 2012 Jan 1, 2012 Age Ending Balance Percentage (%) Opening Balance Percentage (%) Total 359,928,370.27 100.00 349,335,603.33 100.00 Note 1: Among the balance of the period end, there are loans of shareholders holdingover 5% of the Company’ equity (including 5%). 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 liabilities due within one year 1. Disclose by category Category Jun 30, 2012 Jan 1, 2012 Long-term loans due within one year 12,000,000.00 232,000,000.00 Total 12,000,000.00 232,000,000.00 2. Details related to long-term loans due within one year Category Jun 30, 2012 Jan 1, 2012 Pledge loans 220,000,000.00 Mortgage loans 12,000,000.00 12,000,000.00 Total 12,000,000.00 232,000,000.00 28. Long-term borrowings 1. Long-term borrowings listed by categories Category Jun 30, 2012 Jan 1, 2012 Pledge loans 220,000,000.00 Mortgage loans 203,000,000.00 93,000,000.00 Less: Long-term loans due within one year 12,000,000.00 232,000,000.00 Total 191,000,000.00 81,000,000.00 2. Loan details Loan staring Lender Loan due date Currency Interest rate (%) Jun 30, 2012 Jan 1, 2012 date Chongqing International 2010-9-29 2012-3-28 RMB 13% 220,000,000.00 Trust Co., Ltd Bank of China, 10% Haikou upward-floating 2009-8-2 2009-8-2 RMB 93,000,000.00 93,000,000.00 Yeshumen of benchmark Branch interest rate Construction 10% Bank of China upward-floating 2012-1-12 2019-1-11 RMB 110,000,000.00 Mudanjiang of benchmark Branch interest rate Total 203,000,000.00 313,000,000.00 57 Abstract of the Semi-Annual Report 2012 of HaiNan Pearl River Holdings Co., Ltd. 3. Mortgage loan details Lender Loan amount Mortgagor/mortgage There properties owned by SanyaWanjia Bank of China, Haikou Yeshumen Branch 93,000,000.00 Hotel Management Co., Ltd There properties owned by ailin Wanjia Construction Bank of China Mudanjiang 110,000,000.00 Snowtown Holiday Hotel Management Co., Branch Ltd. Total 203,000,000.00 29. Share capital Unit: share Increment or decrement (+,-) Items Jan 1, 2012 issued Jun 30, 2012 Bonus Surplus new others subtotal issue converted shares 1. Unlisted 1,325,131.00 1,325,131.00 shares State owned shares Other domestic shares 1,325,131.00 1,325,131.00 Including:Domestic 1,299,500.00 1,299,500.00 corporate shares Domestic natural 25,631.00 25,631.00 person shares 2.Listed shares 425,420,273.00 425,420,273.00 A shares 360,445,273.00 360,445,273.00 B shares 64,975,000.00 64,975,000.00 3. Total shares 426,745,404.00 426,745,404.00 30. Capital surplus Items Jan 1, 2012 Increment Decrement Jun 30, 2012 Capital reserve spill 224,960,139.16 224,960,139.16 price Others capital 305,491,516.81 87,271,040.00 35,239,078.41 357,523,478.40 surplus -Including: Old capital surplus 109,300,017.82 109,300,017.82 converted into -Changes on fair value of available for 196,191,498.99 87,271,040.00 35,239,078.41 248,223,460.58 sales financial assets Total 530,451,655.97 87,271,040.00 35,239,078.41 582,483,617.56 Note: The closing balance is lower than the opening balance was caused by the fall of fair value of the Southwest Securities(600369) holding by the company. 58 Abstract of the Semi-Annual Report 2012 of HaiNan Pearl River Holdings Co., Ltd. 31.Surplus reserves Items Jun 30, 2012 Jan 1, 2012 Statutory surplus reserve 71,852,236.46 71,852,236.46 General surplus reserve 37,634,827.93 37,634,827.93 Total 109,487,064.39 109,487,064.39 32. Undistributed profits Items Amounts allocation proportion Non-adjusted ending balance of the year 2010 -693,679,376.16 Adjusted opening balance of the year 2011 Add: Net profit attributed to the owners of the parent -37,734,798.44 company Less:Statutory surplus reserve Random surplus reserve Common risk provision Dividend payable of Ordinary shares Share capital converted from dividend of ordinary shares Undistributed profit at the end of period -731,414,174.60 Note: Details of opening balance adjustment refer to ‘Notes II’ 33. Operating income and operating costs (1) Operating income Items Jan.–Jun, 2012 Jan.–Jun, 2011 Main operating business income 106,738,188.00 143,171,323.23 Other operating business income 1,603,768.20 1,121,450.50 Total 108,341,956.20 144,292,773.73 (2) Operating costs Items Jan.–Jun, 2012 Jan.–Jun, 2011 Main operating business costs 74,091,449.93 85,952,467.39 Other operating business costs 877,705.99 564,858.90 Total 74,969,155.92 86,517,326.29 (3) The details of main operating businesses were as follows according to products: Jan.–Jun, 2012 Jan.–Jun, 2011 Items Main operating business Main operating Main operating business Main operating income business costs income business costs Real estate sales 22,880,211.00 11,265,104.81 68,096,461.00 31,912,697.53 59 Abstract of the Semi-Annual Report 2012 of HaiNan Pearl River Holdings Co., Ltd. Jan.–Jun, 2012 Jan.–Jun, 2011 Items Main operating business Main operating Main operating business Main operating income business costs income business costs Property management 52,229,168.34 47,199,383.70 47,653,910.37 42,568,319.24 services Tourist hotel services 31,628,808.66 15,626,961.42 27,420,951.86 11,471,450.62 (4) The details of main operating businesses were as follows according to regions: Jan.–Jun, 2012 Jan.–Jun, 2011 Location Main operating business Main operating business Main operating business Main operating business income costs income costs Hubei 23,204,485.40 11,545,548.88 68,574,907.40 32,218,287.12 Heilongjiang 10,655,348.89 5,768,063.03 6,148,280.45 1,962,735.76 Hainan 71,616,099.07 56,766,608.22 68,392,893.88 51,771,444.51 Shanghai 1,262,254.64 11,229.80 0 Beijing 55,241.50 Total 106,738,188.00 74,091,449.93 143,171,323.23 85,952,467.39 The income attributable to top five clients amounted to 8,945,296 and accounted for 8.26% of total operating income. 34. Operating taxes and extras Jan.–Jun, 2012 Jan.–Jun, 2011 Items City construction and maintenance tax 379,196.85 505,024.71 Education fee 162,512.93 216,439.16 Business tax 5,417,097.82 7,214,638.69 Land value-added tax 2,557,474.78 7,987,739.47 Others 391,645.17 1,199,456.18 Total 8,907,927.55 17,123,298.21 35. Operating expenses Items Jan.–Jun, 2012 Jan.–Jun, 2011 Payroll expense 1,807,759.95 240,853.40 Hotel operating expense 710,022.24 48,131.28 Consignment commission charge 322,782.00 1,538,959.00 Advertising fees 414,620.00 1,076,986.47 other selling expenses 1,624,473.92 688,663.97 合计 4,879,658.11 3,593,594.12 36.General and administrative expenses Items Jan.–Jun, 2012 Jan.–Jun, 2011 Payroll expense 11,394,069.64 7,984,473.37 60 Abstract of the Semi-Annual Report 2012 of HaiNan Pearl River Holdings Co., Ltd. Items Jan.–Jun, 2012 Jan.–Jun, 2011 Depreciation expense 13,526,583.63 12,828,475.31 Business entertainment 5,618,596.22 4,066,233.01 Taxation expenses 1,382,836.82 1,146,025.24 Other expenses 21,078,505.99 13,696,228.3 Total 53,000,592.30 39,721,435.23 37. Financial expenses Items Jan.–Jun, 2012 Jan.–Jun, 2011 Interest exchange 30,404,530.84 30,895,882.28 Less: interest revenue 3,116,505.15 25,366,137.33 Foreign exchange loss Less: exchange gain Others 1,778,709.57 226,094.41 Total 29,066,735.26 5,755,839.36 38. Investment income Items Jan.–Jun, 2012 Jan.–Jun, 2011 Long-term equity investment income accounted by Costs Method Long-term equity investment income accounted by Equity Method -429,464.28 -404,815.92 Investment income of disposal Long-term equity investment 18,542,755.18 Others Total 18,113,290.90 -404,815.92 39. Impairment Loss of Assets Items Jan.–Jun, 2012 Jan.–Jun, 2011 Bad debts impairment loss -9,117,317.73 169,332.30 Inventories impairment loss Total -9,117,317.73 169,332.30 40. Non-operating income Items Jan.–Jun, 2012 Jan.–Jun, 2011 Gain on disposal of non-current assets 60,773.50 790.00 Gains on debt restructure Others 12,116.00 429,596.00 Total 72,889.50 430,386.00 41.Non-operating expenses 61 Abstract of the Semi-Annual Report 2012 of HaiNan Pearl River Holdings Co., Ltd. Jan.–Jun, 2012 Jan.–Jun, 2011 Items 15,200.25 Loss on disposal of fixed assets 110,000.00 Donation 22,327.09 Fine expenditures 16,353.94 30,143.18 Others Total 126,353.94 67,670.52 42. Income tax Jan.–Jun, 2012 Jan.–Jun, 2011 Items 5,433,288.59 1,777,028.96 Income tax this year Deferred income tax Total 1,777,028.96 5,433,288.59 43. Earnings per share and diluted earnings per share calculation procedure Item Code Jan.–Jun, Jan.–Jun, 2012 2011 Net profits that belong to the common shareholders during P0 -37,734,798.44 -15,041,866.11 the reporting period Extraordinary profits and losses that belong to the common A 21,302,845.34 19,971,411.45 shareholders during the reporting period Net profits that belong to the common shareholders during the reporting period after taking off the effect of P1=P0-A -59,037,643.78 -35,013,277.56 extraordinary profits and losses Total number of shares of opening balance S0 426,745,404.00 426,745,404.00 Incremental shares caused by the transfer of surplus to share capital or stock dividend distribution during the reporting S1 period Incremental shares caused by issuing new shares or Si debt-equity conversion Number of shares increased from the next month until the Mi end of the reporting period Number of shares reduced caused by repurchasing during Sj the reporting period Number of shares reduced from the next month until the Mj end of the reporting period Shrinking number of shares during the reporting period Sk Total months during the reporting period M0 6.00 12.00 S=S0+S1+Si*Mi/M0 The weighted average of the common stock issued 426,745,404.00 426,745,404.00 -Sj*Mj/M0-Sk Earnings per share before taking off extraordinary profits Y1=P0/S -0.09 -0.04 and losses 62 Abstract of the Semi-Annual Report 2012 of HaiNan Pearl River Holdings Co., Ltd. Item Code Jan.–Jun, Jan.–Jun, 2012 2011 Earnings per share after taking off extraordinary profits Y2=P1/S -0.14 -0.08 and losses The weighted average of the incremental common stocks C caused by warrants, stock options, and convertible bonds The effects on the net profits that belong to the common B1 shareholders imposed by dilution issues The effects on the net profits that belong to the common shareholders after taking off the impacts of extraordinary B2 profits and losses imposed by dilution issues Diluted earnings per share before taking off the effect of extraordinary profits and losses Y3=(P0+B1)/(S+C) -0.09 -0.04 Diluted earnings per share after taking off the effect of Y4=(P1+B1+B2)/(S+C) -0.14 -0.08 extraordinary profits and losses 44. Other consolidated income Jan.–Jun, 2012 Jan.–Jun, 2011 Items Profits and losses generated by available for sale 83,946,040.00 7,980,000.00 financial assets Deduce: income tax impacts caused by available for 20,986,510.00 1,995,000.00 sale financial assets Pre-recorded in other comprehensive income into net 10,927,568.41 profit or loss Total 52,031,961.59 5,985,000.00 45. Information of cash flow statement (1) Cash received relating to other operating activities Jan.–Jun, 2012 Jan.–Jun, 2011 Items 2,180,088.38 Reserve fund returned from staffs 3,972,486.91 8,127,655.00 Utility Bills 2,032,070.92 6,052,453.87 Other monetary exchanges between enterprises 48,380.88 Interest income 2,880,541.53 2,957,305.80 Others 11,113,568.62 17,137,414.67 Total (2) Cash paid relating to other operating activities 63 Abstract of the Semi-Annual Report 2012 of HaiNan Pearl River Holdings Co., Ltd. Jan.–Jun, 2012 Jan.–Jun, 2011 Items Other monetary exchanges between 3,688,582.67 17,326,696.00 enterprises Business entertainment fees 3,278,424.16 Business travel expenses 1,951,009.89 Advertising expenses 535,637.11 1,076,986.47 Sales agent fee 744,909.50 1,744,959.00 Management fees 259,401.90 Services fees 747,425.96 Conference fees 367,481.00 Mortgage payment 499,708.63 Audit consultation expenses 1,053,295.00 809,000.00 Rent expenses 742,695.18 Vehicle expenses 1,245,168.63 Water and electricity decoration revolving 7,664,976.04 9,355,414.42 funds Other management fees 12,577,270.67 9,893,717.76 Staff reserve fund 5,434,841.44 Total 40,790,827.78 40,206,773.65 (3)Cash received relating to other investing activities Jan.–Jun, 2012 Jan.–Jun, 2011 Items Interest income 5,200,000.00 22,360,895.82 The opening cash balance of Shanghai Sea Pearl Property Management Company Total 5,200,000.00 22,360,895.82 (4) Cash paid relating to other financing activities Jan.–Jun, 2011 Jan.–Jun, 2011 Items Mudanjiang Pearl River Tourism Investment and Development 1,500,000.00 Group Limited paid for financing collateral charge Mudanjiang Pearl River Tourism Investment and Development 2,000,000.00 Group Limited paid for financing consultant charge Other finance charges 859,000.00 Total 4,359,000.00 46. Supplementary information of cash flow statement (1) Supplementary information Items Jan.–Jun, 2012 Jan.–Jun, 2011 64 Abstract of the Semi-Annual Report 2012 of HaiNan Pearl River Holdings Co., Ltd. Items Jan.–Jun, 2012 Jan.–Jun, 2011 1.Reconciliation of net profit to cash flows from operating activities: Net profit -37,081,997.71 -14,063,440.81 Add: Provision for assets impairment -9,117,317.73 169,332.60 Depreciation of fixed assets, production biological assets, petroleum and natural gas 14,579,936.17 13,279,022.62 Amortization of intangible assets 584,381.87 564,908.92 Amortization of long-term prepayments 1,247,804.01 821,065.92 Losses on disposal of fixed assets, intangible assets and other long-term assets -268,623.60 -35,675.03 Losses on scrapping of fixed assets Losses on fair value change Financial expenses 28,834,593.64 9,531,455.61 Investment losses -18,113,290.90 404,815.92 Decrease in deferred income tax assets Increase in deferred income tax liabilities Decrease in inventories 10,265,558.68 31,768,792.78 Decrease in operating receivables -23,659,153.37 -14,399,498.17 Increase in operating payables -2,864,315.62 -55,421,349.87 Others Net cash flows from operating activities -35,592,424.56 -27,380,569.51 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 64,075,389.48 71,686,794.91 Less: Cash at the beginning of the period 52,507,843.73 136,376,851.19 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 11,567,545.75 -64,690,056.28 (2) Cash and cash equivalents Jan.–Jun, 2012 Jan.–Jun, 2011 Items 1. Cash 64,075,389.48 71,686,794.91 Including: Cash on hand 535,337.21 889,579.96 Bank deposit paid at any time 52,745,777.68 70,779,219.00 Other monetary funds paid at any time 10,794,274.59 17,995.95 2. cash equivalents 3. Cash and cash equivalents at the end of year 64,075,389.48 71,686,794.91 65 Abstract of the Semi-Annual Report 2012 of HaiNan Pearl River Holdings Co., Ltd. VI. Related party relationship and transactions 1. Parent company and ultimate controller: Registered Organization Principal Relationship with Registered Holding Voting rights Name address code operating the Company capital proportion proportion Beijing Wangfa Real Real estate The first largest 280 million Estate Development Beijing 60003715-7 development and shareholder Yuan 26.36% 26.36% Holdings Co., Ltd operation 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 Details refer to ‘Note V.9.Long-term equity investment’ 4. Other related parties Relationship with Name Organization code the Company Mudanjiang Wanjia Hotel Management Co., Ltd. With same controller 692634425 Beijing ZhongjiaYangguang energy technology (group) Co., Ltd. With same controller 722611348 BeijingYulongJisheng Real Estate Development Co., Ltd. With same controller 72266773-9 5. Transactions of related parties (1) Internal transactions have already been offset. (2) Fund calling between related parties By June 30, 2012, the total amount of loan principal that Beijing Xinxing Real Estate Development corporation has been made to the Pearl River Holding has a balance of RMB 120.51 million with RMB 28.72 million of interest payable on balance. The total amount of loan principal that the controlling shareholder Beijing Wanfa Real Estate Development Corporation has been made to the Pearl River Holding has a balance of RMB 62,025,000.00 Yuan with interest payable on balance of RMB 22.86 million. By By June 30, 2012, the total amount of loan principal that Beijing Xinxing Real Estate Development corporation has been made to SanyaWanjia Hotel Management Co., Ltd has a balance of RMB 32,030,000.00 Yuan with RMB 29.28 million of interest payable on balance. The total amount of loan principal that Beijing Wanfa Real Estate Development corporation has been made to SanyaWanjia Hotel Management Co., Ltd has a balance of RMB 19,700,000.00 Yuan with interest payable on balance of RMB 8.97 million. For the loans listed between related parties, the total amount of interest expensed carried for this reporting period was RMB 7.74 million with interest payable on balance of RMB 89,827,892.88 Yuan. The interest rate for the loans listed above is 66 Abstract of the Semi-Annual Report 2012 of HaiNan Pearl River Holdings Co., Ltd. based on the People’ Bank of China’ benchmark interest rate for one-year loan with currency stated in RMB. (3) Balances of related party receivable and payable Items Company Name Jun 30, 2012 Jan 1, 2012 Other Beijing ZhongjiaYangguang energy technology (group) Co., Ltd. 648,467.46 194,226.90 payables: Beijing Xinxing Real Estate Development Company 152,540,447.00 152,540,447.00 Beijing Wangfa Real Estate Development Holdings 81,725,000.00 81,725,000.00 Co., Ltd SanyaWanjia Enterprises Holding Co., Ltd. 1,344,997.47 1,344,997.47 Beijing YulongJisheng Real Estate Development 1,500,000.00 1,500,000.00 Co., Ltd. Interest Beijing Wangfa Real Estate Development Holdings 31,834,636.63 29,223,178.68 payable: Co., Ltd. Beijing Xinxing Real Estate Development Company 57,993,256.25 52,860,823.10 Total 327,586,804.81 318,043,675.68 VII. Contingent events Other guarantee issues please refer to Note.V.18; Note.V.28. VIII. Commitments Nothing need to disclose. IX. Non-adjusting events after the balance sheet date Nothing need to disclose. X. Other important events Nothing need to disclose. XI. Notes to significant items of the parent company’ financial statements 1. Accounts receivable (1) Detailed information Jun 30, 2012 Jan 1, 2012 Items Bad debt Proportio Bad debt Proportion Balance Bad debts ratio Balance n Bad debts ratio (%) (%) (%) (%) 1 Individual with significant 7,761,707.60 64.77 7,761,707.60 100.00 7,761,707.60 67.99 7,761,707.60 100.00 amount 2 Bad debt accounted by the combinations Age Combinations 2,322,218.27 19.38 533,605.93 22.98 1,755,515.17 15.38 522,111.87 29.74 Combined Subtotal 2,322,218.27 19.38 533,605.93 22.98 1,755,515.17 15.38 522,111.87 29.74 3 Other unimportant 1,898,690.60 15.85 1,898,690.60 100.00 1,898,690.60 16.63 1,898,690.60 100.00 receivables 67 Abstract of the Semi-Annual Report 2012 of HaiNan Pearl River Holdings Co., Ltd. Total 11,982,616.47 10,194,004.13 11,415,913.37 10,182,510.07 (2) Age analysis Jun 30, 2012 Jan 1, 2012 Age Bad Debts Amounts Amounts Bad Debts Provision Provision Within 1 year 1,060,110.85 21,202.22 495,407.75 9,908.16 1 to 2 years 100,000.00 5,000.00 100,000.00 5,000.00 2 to 3 years 108,000.00 10,800.00 106,000.00 10,600.00 3 to 4 year 101,500.00 20,300.00 101,500.00 20,300.00 4 to 5 years 5 years and more 952,607.42 476,303.71 952,607.42 476,303.71 Total 2,322,218.27 533,605.93 1,755,515.17 522,111.87 2. Other receivables (1) Detailed information Jun 30, 2012 Jan 1, 2012 Items Bad debt Proport Bad debt Proportion Balance Bad debts ratio Balance ion Bad debts ratio (%) (%) (%) (%) 1. Individual with significant 74,978,380.89 16.41 34,477,855.47 45.98 74,978,380.89 16.74 34,477,855.47 45.98 amount 2. Bad debt accounted by the combinations Age Combinations 222,362,158.41 48.65 4,813,063.97 2.16 264,520,830.81 59.06 8,087,659.72 3.06 In scope of consolidated 155,686,652.29 103,761,317.93 23.17 statements subtotal 378,048,810.70 48.65 4,813,063.97 1.27 368,282,148.74 82.22 8,087,659.72 2.20 3. Other unimportant 3,963,362.46 0.87 3,963,362.46 100.00 4,635,625.65 1.03 3,976,807.73 85.79 receivables Total 456,990,554.05 100.00 43,254,281.90 447,896,155.28 46,542,322.92 (2) Aging analysis Jun 30, 2012 Jan 1, 2012 Age Amounts Amounts Bad Debt Bad Debt Ratio Provision Ratio Provision Amounts Amounts (%) (%) Within 1 year 211,981,730.07 95.33 4,198,102.30 219,477,402.47 82.98 4,389,548.05 1 to 2 years 10,166,939.34 4.57 508,346.97 41,829,939.34 15.81 2,091,496.97 2 to 3 years 3 to 4 year 4 to 5 years 649.00 0.00 194.70 649.00 0.00 194.70 5 years and more 212,840.00 0.10 106,420.00 3,212,840.00 1.21 1,606,420.00 Total 222,362,158.41 100.00 4,813,063.97 264,520,830.81 100.00 8,087,659.72 68 Abstract of the Semi-Annual Report 2012 of HaiNan Pearl River Holdings Co., Ltd. 3. Long-term equity investment Percentage Percentage Accounting Initial investment Beginning Increase or of equity of vote right Impairment loss Name Method Cost Balance decrease Ending Balance provision interest(%) (%) Hainan Pearl River Property & Hotel Management Co., Cost Method 4,900,000.00 4,900,000.00 4,900,000.00 98 98 Ltd. Sanya Wanjia Hotel Equity Management Co., Ltd. Method 120,000,000.00 120,000,000.00 120,000,000.00 100 100 Sanya Wanjia Enterprises 37,552,309.00 -429,464.28 37,122,844.72 Holding Co., Ltd. Cost Method 40,000,000.00 40 40 Hubei Pearl River Real Estate Development Co., Ltd. Cost Method 57,200,000.00 57,200,000.00 57,200,000.00 88 88 Hainan Pearl River Enterprises Holding Co., Cost Method 40,000,000.00 40,000,000.00 40,000,000.00 100 100 40,000,000.00 Ltd. Shanghai Real Estate Co. Beijing Jiubo Culture Cost Method 5,000,000.00 5,000,000.00 5,000,000.00 100 100 Development Co., Ltd. Mudanjiang Pearl River Cost Method 60,000,000.00 60,000,000.00 60,000,000.00 100 100 Hotel Management Co., Ltd. Hainan Pearl River Cost Method 426,315.00 426,315.00 426,315.00 1.33 1.33 Guanzhuang Co., Ltd Hainan Tongsheng Ports Co., Ltd Cost Method 6,000,000.00 6,000,000.00 6,000,000.00 15 15 6,000,000.00 Hainan Chamber of Commerce Cost Method 500,000.00 500,000.00 500,000.00 6.67 6.67 500,000.00 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 Hainan Huadi Pearl River Foundation Engineering Co., Cost Method 160,000.00 160,000.00 160,000.00 2 2 Ltd. Guangzhou Pearl River Investment Management Co., Cost Method 18,177,240.29 18,177,240.29 18,177,240.29 9.48 9.48 7,352,245.39 Ltd Hainan Nanyang Shipping Cost Method 1,680,000.00 1,680,000.00 1,680,000.00 1,680,000.00 Industrial Company Limited Hebei zhengshiqinghui Real 5,100,000.00 Estate Development Co., Ltd. Cost Method 5,100,000.00 5,100,000.00 51 51 Total 369,143,555.29 366,695,864.29 -429,464.28 366,266,400.01 65,532,245.39 4. Operating income and operating costs (1) Operating income Items Jan.–Jun, 2012 Jan.–Jun, 2011 Main operating business income Other operating business income 579,338.20 193,340.00 Total 579,338.20 193,340.00 (2) Operating costs Items Jan.–Jun, 2012 Jan.–Jun, 2011 Main operating business costs Other operating business costs 177,796.80 26,578.50 Total 177,796.80 26,578.50 69 Abstract of the Semi-Annual Report 2012 of HaiNan Pearl River Holdings Co., Ltd. 5. Investment income Jan.–Jun, 2012 Jan.–Jun, 2011 Items Income from cost accounting method investment 92,400,000.00 Income from equity accounting method investment -429,464.28 -404,815.92 Income from disposal sellable financial assets 18,542,755.18 Total 110,513,290.90 -404,815.92 6. Supplementary information of cash flow statement Items Jan.–Jun, 2012 Jan.–Jun, 2011 1.Reconciliation of net profit to cash flows from operating activities: Net profit 87,358,126.84 -12,409,027.24 Add: Provision for assets impairment -3,276,546.96 -460,057.00 Depreciation of fixed assets, production biological assets, petroleum and natural gas 1,095,111.06 1,178,325.85 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 12,915.00 Losses on scrapping of fixed assets Losses on fair value change Financial expenses 16,000,625.80 3,766,307.21 Investment losses -110,513,290.90 404,815.92 Decrease in deferred income tax assets Increase in deferred income tax liabilities Decrease in inventories Decrease in operating receivables 5,854,963.42 -1,301,214.46 Increase in operating payables -487,611.84 11,847,920.68 Others Net cash flows from operating activities -3,944,790.76 3,063,817.78 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 70 Abstract of the Semi-Annual Report 2012 of HaiNan Pearl River Holdings Co., Ltd. Items Jan.–Jun, 2012 Jan.–Jun, 2011 Fixed assets under finance lease —— 3.Net increase in cash and cash equivalents Cash at the end of the period 12,257,715.18 27,066,982.58 Less: Cash at the beginning of the period 515,955.59 47,697,821.48 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 11,741,759.59 -20,630,838.90 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, 2012 Profit and loss on disposal of non-current assets 60,773.50 Fund occupation fee from non-financial enterprises included in the current profit and loss 2,829,976.16 Revenue generated from obtaining subsidiaries, associates and joint venture investment as the investment cost less than the fair value of identifiable net assets Gains from disposal of available for sale financial assets excluded effective hedging with operating 18,542,755.18 Others non-operating income and expenses excluded as above -114,237.94 Other non-operating income and costs Income tax impact -10080.06 Equity impacts of minority interests -6,341.50 Total 21,302,845.34 2. Earnings per share Earnings per share Profit of this year Basic earnings per share Diluted earnings per share Jan.–Jun, 2012 Jan.–Jun, 2011 Jan.–Jun, 2012 Jan.–Jun, 2011 Net profit attributable to common shareholders -0.09 -0.04 -0.09 -0.04 Net profit excluding non-recurring Profit and Loss -0.14 -0.08 -0.14 -0.08 attributable to common shareholders The calculation process of asset yield rate via weighted average manner is as follows: Item Code Jan.–Jun, 2012 Jan.–Jun, 2011 Net profits that belong to the common shareholders P0 -37,734,798.44 -15,041,866.11 during the reporting period Extraordinary profits and losses that belong to the A 21,302,845.34 19,971,411.45 common shareholders during the reporting period 71 Abstract of the Semi-Annual Report 2012 of HaiNan Pearl River Holdings Co., Ltd. Item Code Jan.–Jun, 2012 Jan.–Jun, 2011 Net profits that belong to the common shareholders during the reporting period after taking off the effect of P1=P0-A -59,037,643.78 -35,013,277.56 extraordinary profits and losses The opening balance of net assets that belong to the E0 373,004,748.20 497,295,405.44 common shareholders Increased net assets belonging to common shareholders that caused by issuing new shares or Ei debt-equity conversion during the reporting period Increased net assets from the next month until the end Mi of the reporting period Decreased net assets belonging to common shareholders that caused by repurchasing or cash Ej dividend distribution during the reporting period Decreased net assets from the next month until the end Mj of the reporting period Changes of net assets caused by other issues Ek Changes of other net assets from the next month until Mk the end of the reporting period Total months of the reporting period M0 6 6 The closing balance of net assets that belong to E1 387,301,911.35 488,238,539.33 common shareholders The weighted average net assets that belong to E2=E0+P0/2+Ei*Mi/M0-Ej*Mj/M0+Ek*Mk/M0 380,153,329.78 492,766,972.39 common shareholders The weighted average net assets yield rate before X1=P0/E2 -9.93% -3.05% taking off the effect of extraordinary profits and losses The weighted average net assets yield rate after taking X1=P1/E2 -15.53% -7.11% off the effect of extraordinary profits and losses 4 Abnormal issues and its related explanations for major accounting statements (1) Balance sheet Rate of Item Jun 30, 2012 Jan 1, 2012 Explanations change Increased Property services and hotel revenue from Receivables 10,524,260.83 7,047,354.39 49.34 subsidiaries Prepayments for the project of snow town Prepayments 152,107,124.73 76,803,784.89 98.05 development Obtain loans from Chongqing International Trust Short-term loans 235,000,000.00 45,000,000.00 422.22 Company Accounts received in Property accounts received in advance carried forward 8,979,806.60 19,556,674.90 -54.08 advance into revenue Non-current liabilities The return of the loans to Chongqing International 12,000,000.00 232,000,000.00 -94.83 due within 1 year Trust Company Long-term loans 191,000,000.00 81,000,000.00 135.80 Subsidiary obtain the loans Deferred income tax 67,653,941.30 49,347,638.80 37.10 Increase fair value of available for sale financial assets liability Minority interests 14,727,426.89 26,674,626.16 -44.79 Subsidiary distribute profit to owners (2) Income statement Rate of Item Jan.–Jun, 2012 Jan.–Jun, 2011 Explanations change Operating taxes and 8,907,927.55 17,123,298.21 -47.98 Reduced income from property sales 72 Abstract of the Semi-Annual Report 2012 of HaiNan Pearl River Holdings Co., Ltd. Rate of Item Jan.–Jun, 2012 Jan.–Jun, 2011 Explanations change extras Increased number of staffs and salary Sales expenses 4,879,658.11 3,593,594.12 35.79 level General and 53,000,592.30 39,721,435.23 33.43 Increased number of subsidiaries administrative expenses Decreased amount of interest of debt Financial expenses 29,066,735.26 5,755,839.36 405.00 loans Loss of devaluation of -9,117,317.73 169,332.30 -5484.28 Decreased the accounts receivable assets Disposal of available for sale financial Investment income 18,113,290.90 -404,815.92 4574.45 assets Income tax 1,777,028.96 5,433,288.59 -67.29 Decreased profit of subsidiary Other comprehensive Increase fair value of available for sale 52,031,961.59 5,985,000.00 769.37 income financial assets Net cash flows from -35,592,424.56 -27,380,569.51 -29.99 Reduced income from property sales operating activities Net cash flows from -13,318,493.44 -40,936,801.77 67.47 Decreased cash payment of investment investing activities Net cash flows from 60,478,463.75 3,627,315.00 1567.31 Obtain the loans financing activities XIII. Approval of the financial statements The financial statements have been approved by the board of directors of the Company in August 24, 2012. Based on the Articles of Association, the financial statements would be submitted to General Conference of Shareholders. Hainan Pearl River Holding Company Limited August 24, 2012 Legal representative: Accounting Supervisor: Chief Accountant: Signature: Signature: Signature: Date: Date: Date: 73