HAINAN PEARL RIVER HOLDINGS CO., LTD. THE THIRD QUARTERLY REPORT 2012 I. Important Notes The Board of Directors, the Supervisory Committee, directors, supervisors and other senior management personnel of Hainan Pearl River Holdings Co., Ltd. (hereinafter referred to as the Company) hereby guarantee that this report carries no false information, misleading statements or major omissions, and accept, individually and collectively, the responsibility for the factuality, accuracy and completeness of the information set forth herein. All directors attended the board session for reviewing this report. Mr. Zheng Qing, Principal of the Company, Mr. Chen Binglian, Person in charge of accounting work and Mr. Yang Daoliang, Person in charge of accounting organ (Financial Manager) hereby confirmed that the Financial Report enclosed in the third quarterly report is true and complete. II. Company Profile (I)Major accounting data and financial indexes Any retrospective adjustment in previous financial statements? □ Yes √ No □ Inapplicable 30 Sept. 2012 31 Dec. 2011 Increase/decrease (%) Total assets (RMB Yuan) 1,515,375,323.90 1,311,949,739.44 15.51% Owners’ equity attributable to shareholders of the Company 304,833,015.75 373,004,748.20 -18.28% (RMB Yuan) Share capital (Share) 426,745,404.00 426,745,404.00 0% Net assets per share attributable to shareholders of 0.71 0.87 -18.39% the Company (RMB Yuan/share) YoY increase/decrease YoY increase/decrease Jul.-Sept. 2012 Jan.-Sept. 2012 (%) (%) Gross operating revenues 41,396,363.51 11.84% 149,738,319.71 -17.41% (RMB Yuan) Net profit attributable to shareholders of the Company -41,048,615.60 -124.43% -78,783,414.04 -136.36% (RMB Yuan) Net cash flow from operating -- -- -70,155,511.08 -47.21% activities (RMB Yuan) Net cash flow per share from operating activities (RMB -- -- -0.16 -45.45% Yuan/share) Basic EPS (RMB Yuan/share) -0.1 -150% -0.18 -125% Diluted EPS (RMB -0.1 -150% -0.18 -125% Yuan/share) Weighted average ROE (%) -11.86% -7.91% -23.25% -16.13% Weighted average ROE after deducting non-recurring gains -11.98% -5.72% -29.65% -15.97% and losses (%) Items of non-recurring gains and losses 1 PDF 文件使用 "pdfFactory Pro" 试用版本创建 www.fineprint.cn √Applicable □Inapplicable Amount during Item Jan.-Sept. 2012 (RMB Notes Yuan) Gains and losses on disposal of non-current assets 141,821.50 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’s unified standards Capital occupation fees received from non-financial 3,177,103.41 enterprises that are included in current gains and losses Gains generated when the investment costs of the Company’s 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 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’s 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 -110,231.11 items above Other gain and loss items that meet the definition of non-recurring gains and losses Minority interests effects -12,018.97 Income tax effects -33,764.85 2 PDF 文件使用 "pdfFactory Pro" 试用版本创建 www.fineprint.cn Total 21,705,665.16 -- “Other gain and loss items that meet the definition of non-recurring gains and losses” & non-recurring gain and loss items recognized as recurring gain and loss items according to the natures and characteristics of the Company’s normal business Involved amount (RMB Item Notes Yuan) (II)Total number of shareholders and top 10 shareholders at the period-end Total number of shareholders 42,262 Particulars about shares held by the top ten shareholders holding tradable shares Number of tradable shares held Type and number of shares Name of shareholder at period-end Type Number Beijing Wanfa Real Estate 112,479,478 RMB ordinary shares 112,479,478 Development Co., Ltd. Chen Yunxuan 2,171,922 RMB ordinary shares 2,171,922 Fu Biao 2,142,951 RMB ordinary shares 2,142,951 Domestically listed foreign Xiao Gengning 2,021,653 2,021,653 shares Domestically listed foreign Zhang Xiaoxia 1,949,250 1,949,250 shares Ou Lei 1,500,000 RMB ordinary shares 1,500,000 Nanhua Finance Co., Ltd. 1,299,500 RMB ordinary shares 1,299,500 Zeng Ping 1,280,000 RMB ordinary shares 1,280,000 Zhang Huisheng 1,209,968 RMB ordinary shares 1,209,968 Huang Yueling 1,174,900 RMB ordinary shares 1,174,900 Among shareholders above, there exists no related-party relationship between the principal shareholder and other shareholders of the Company. Nor they are parties with concerted action as prescribed in the Information Disclosure Administrative Methods for Particulars about shareholders Changes in Shareholding of Shareholders of Listed Companies. And it is unknown whether there exists related-party relationship among other shareholders and whether they are prescribed parties with concerted action. III. Significant Events (I)Significant changes in major accounting data, financial highlights and reasons for these changes √Applicable □Inapplicable Significant changes in major accounting data, financial highlights and reasons for these changes Increase/decrease Items 30 Sept. 2012 31 Dec. 2011 (%) Main reasons for change Monetary funds 150,341,686.11 52,507,843.73 186.32% Increase of cash from borrowings Property service and hotel Accounts receivable 11,853,741.98 7,047,354.39 68.20% incomes of subsidiaries increased. Increase of prepayments for the construction of the Snow Village Prepayments 148,212,551.27 76,803,784.89 92.98% project 3 PDF 文件使用 "pdfFactory Pro" 试用版本创建 www.fineprint.cn The financing consulting fee paid Long-term deferred to Chongqing International Trust expenses 29,404,970.27 10,069,867.95 192.01% Co., Ltd. The Company secured a one-year Short-term borrowing from Chongqing borrowings 210,000,000.00 45,000,000.00 366.67% International Trust Co., Ltd. Taxes and fares payable 1,057,814.19 3,581,099.43 -70.46% Payment of taxes and fares Non-current The borrowing from Chongqing liabilities due within International Trust Co., Ltd. was one year 12,500,000.00 232,000,000.00 -94.61% paid off. The Company secured a two-year borrowing from Chongqing International Trust Co., Ltd. and a long-term borrowing from the Long-term Mudan River branch of China borrowings 352,500,000.00 81,000,000.00 335.19% Construction Bank. Bonuses of the subsidiary Hubei Hubei Pearl River Real Estate Minority interests 13,890,223.35 26,674,626.16 -47.93% Development Co., Ltd. Increase/decrease Items Jan.-Sept. 2012 Jan.-Sept. 2011 (%) Main reasons for change Business taxes and Decrease of real estate sales surtaxes 11,301,987.61 19,919,004.71 -43.26% income Increase of the sales staff and the Selling expenses 6,705,935.94 4,402,530.39 52.32% salaries for them The consolidation scope expanded Administrative and the labor and amortization expenses 78,446,279.78 57,713,451.85 35.92% costs increased. Increase of borrowings and Financial expenses 47,616,949.88 29,180,612.10 63.18% decrease of interest income Some accounts receivable were Asset impairment settled, which reversed the loss -8,082,061.18 1,841,485.18 -538.89% relevant bad-debt provisions. Profit decrease of the subsidiary Hubei Pearl River Real Estate Income tax expenses 1,872,560.35 6,016,502.51 -68.88% Development Co., Ltd. Fair value changes and some Other disposal of available-for-sale comprehensive financial assets (shares of income 10,611,681.59 -25,186,875.00 142.13% Southwest Securities) Net cash flows from Decrease of real estate sales operating activities -70,155,511.08 -47,655,272.57 -47.21% income Net cash flows from Increase of cash paid to acquire investing activities -64,689,197.79 -21,309,942.92 -203.56% fixed assets Net cash flows from financing activities 232,678,551.25 -16,797,909.82 1485.16% Increase of cash from borrowings (II)Progress of significant events and its influence, as well as the analysis and explanation on solutions 1. About non-standard audit opinion □Applicable √Inapplicable 4 PDF 文件使用 "pdfFactory Pro" 试用版本创建 www.fineprint.cn 2. The Company offers capital to the controlling shareholder or its related parties or provides external guarantees in violation of the prescribed procedures. □Applicable √Inapplicable 3. Signing and execution of significant contracts concerning routine operation √Applicable □Inapplicable The Company signed the Loan Contract (Contract No.: CQXT[DK] Zi No. 2012342), Mortgage Guarantee Contract (Contract No.: CQXT [DY] Zi No. 2012343), Natural Person Guarantee Contract (Contract No.: CQXT [BZ] Zi No. 2012345) and Financial Adviser Agreement (Contract No.: CQXT [DK] Zi No. 2012346) with Chongqing International Trust Co., Ltd. (hereinafter referred to as “Chongqing Trust”), the Company borrowed RMB 250 million from Chongqing International Trust Co., Ltd. with a period of two years, paying the interest and relevant financial costs at an annual rate of 16.07%. The loan was offered twice, RMB 168 million was offered for the first time, and the remained RMB 82 million was offered according to the needs of the Company after the application of the borrower and with the approval of Chongqing Trust. The Company provided the second priority mortgage guarantee with its three villas located at No. 13 Heng Road West, Haipo Development Zone, Sanya Bay Road, Sanya, Hainan, which is such property ownership of a construction area of 1513.11 ㎡ and the relevant distributed land use right of an area of 25646.19 ㎡; the Company’s wholly-owned subsidiary— Sanya Wanjia Hotel Management Co., Ltd. provided the second priority mortgage guarantee with its legally owned Days Hotel & Suites Sanya Resort located at No. 13 Heng Road West, Haipo Development Zone, Sanya Bay Road, Sanya, Hainan, which is such property ownership of a construction area of 25646.19 ㎡ and the relevant distributed land use right of an area of 30780.07 ㎡; and the legal representative of the Company provided the joint liability guarantee to Chongqing Trust for performing its repayment obligations; the loan will be used for the fine decoration of the main building of Days Hotel & Suites Sanya Resort and three villas as well as paying the loan of Sanya Wanjia Hotel Management Co., Ltd. due to Haikou Yeshumen Subbranch of Bank of China. For details, please refer to public notice published on China Securities Journal, Ta Kung Pao and http://www.cninfo.com.cn/ dated on 28 Sept. 2012. 4. Others □Applicable √Inapplicable (III)Commitments of the Company or shareholders with an over 5% shareholding made in or carried down into the reporting period □Applicable √Inapplicable (IV)Predict the 2012 annual operating results Warnings of possible loss or large-margin change of the accumulated net profit made during the period from the beginning of the year to the end of the next reporting period compared with the same period of the last year according to prediction, as well as explanations on the reasons □Applicable √Inapplicable (V)Other significant events that need to be explained 1. Securities investment □Applicable √Inapplicable 5 PDF 文件使用 "pdfFactory Pro" 试用版本创建 www.fineprint.cn 2. Investments in derivatives □Applicable √Inapplicable 3. Derivative investments held at the period-end □Applicable √Inapplicable 4. Researches, visits and interviews received in the reporting period □Applicable √Inapplicable 5. Corporate bonds issued Any corporate bonds issued? □ Yes √ No Chairman of the Board of Directors: Zheng Qing HaiNan Pearl River Holdings Co., Ltd. 29 October 2012 IV. Appendix (I) Financial statements Consolidated statements or not? √ Yes □ No □ Inapplicable The currency unit for data of the financial statements below is RMB Yuan unless otherwise specified. 1. Consolidated balance sheet Prepared by Hainan Pearl River Holdings Co., Ltd. Unit: RMB Yuan Item Balance as at 30 Sept. 2012 Balance as at 30 Jun. 2012 Current Assets: Monetary funds 150,341,686.11 52,507,843.73 Settlement reserves Intra-group lendings Transactional financial assets Notes receivable Accounts receivable 11,853,741.98 7,047,354.39 Accounts paid in advance 148,212,551.27 76,803,784.89 Premiums receivable Reinsurance premiums receivable Receivable reinsurance contract reserves Interest receivable Dividend receivable 260,015.00 260,015.00 Other accounts receivable 302,946,150.24 305,101,592.12 6 PDF 文件使用 "pdfFactory Pro" 试用版本创建 www.fineprint.cn Financial assets purchased under agreements to resell Inventories 108,978,036.82 118,087,721.51 Non-current assets due within 1 year Other current assets Total current assets 722,592,181.42 559,808,311.64 Non-current assets: Loans by mandate and advances granted Available-for-sale financial assets 299,669,450.00 286,947,500.00 Held-to-maturity investments Long-term accounts receivable Long-term equity investment 51,173,377.92 51,861,567.21 Investing property 25,600,391.86 26,736,246.75 Fixed assets 335,782,442.25 325,412,316.44 Construction in progress 18,664,560.79 17,949,172.88 Engineering materials 606,206.60 606,206.60 Disposal of fixed assets Production biological assets Oil-gas assets Intangible assets 31,881,742.79 32,558,549.97 R&D expense Goodwill Long-term deferred expenses 29,404,970.27 10,069,867.95 Deferred income tax assets Other non-current assets Total of non-current assets 792,783,142.48 752,141,427.80 Total assets 1,515,375,323.90 1,311,949,739.44 Current liabilities: Short-term borrowings 210,000,000.00 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 18,660,508.46 22,624,982.35 Accounts received in advance 17,413,826.34 19,556,674.90 Financial assets sold for repurchase Handling charges and commissions payable Employee’s compensation payable 7,028,370.24 6,909,929.01 Tax payable 1,057,814.19 3,581,099.43 Interest payable 104,881,965.71 99,701,134.38 Dividend payable 3,213,302.88 3,213,302.88 Other accounts payable 415,549,115.68 349,335,603.33 Reinsurance premiums payable Insurance contract reserves 7 PDF 文件使用 "pdfFactory Pro" 试用版本创建 www.fineprint.cn Payables for acting trading of securities Payables for acting underwriting of securities Non-current liabilities due within 1 year 12,500,000.00 232,000,000.00 Other current liabilities Total current liabilities 790,304,903.50 781,922,726.28 Non-current liabilities: Long-term borrowings 352,500,000.00 81,000,000.00 Bonds payable Long-term payables Specific payables Estimated liabilities Deferred income tax liabilities 53,847,181.30 49,347,638.80 Other non-current liabilities Total non-current liabilities 406,347,181.30 130,347,638.80 Total liabilities 1,196,652,084.80 912,270,365.08 Owners’ equity (or shareholders’ equity) Paid-up capital (or share capital) 426,745,404.00 426,745,404.00 Capital reserves 541,063,337.56 530,451,655.97 Less: Treasury stock Specific reserves Surplus reserves 109,487,064.39 109,487,064.39 Provisions for general risks Retained profits -772,462,790.20 -693,679,376.16 Foreign exchange difference Total equity attributable to owners of the 304,833,015.75 373,004,748.20 Company Minority interests 13,890,223.35 26,674,626.16 Total owners’ (or shareholders’) equity 318,723,239.10 399,679,374.36 Total liabilities and owners’ (or 1,515,375,323.90 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 2. Balance sheet of the Company Prepared by Hainan Pearl River Holdings Co., Ltd. Unit: RMB Yuan Item Balance as at 30 Sept. 2012 Balance as at 30 Jun. 2012 Current Assets: Monetary funds 3,491,391.61 515,955.59 Transactional financial assets Notes receivable Accounts receivable 2,153,602.37 1,233,403.30 Accounts paid in advance 50,565,000.00 50,000,000.00 Interest receivable Dividend receivable 260,015.00 260,015.00 8 PDF 文件使用 "pdfFactory Pro" 试用版本创建 www.fineprint.cn Other accounts receivable 606,005,552.02 401,353,832.36 Inventories 4,824,035.45 4,824,035.45 Non-current assets due within 1 year Other current assets Total current assets 667,299,596.45 458,187,241.70 Non-current assets: Available-for-sale financial assets 299,669,450.00 286,947,500.00 Held-to-maturity investments Long-term accounts receivable Long-term equity investment 300,475,429.61 301,163,618.90 Investing property 7,669,023.08 7,895,850.53 Fixed assets 17,797,011.93 19,120,348.43 Construction in progress Engineering materials Disposal of fixed assets Production biological assets Oil-gas assets Intangible assets 1,564,956.51 1,600,704.24 R&D expense Goodwill Long-term deferred expenses 18,000,000.00 Deferred income tax assets Other non-current assets Total of non-current assets 645,175,871.13 616,728,022.10 Total assets 1,312,475,467.58 1,074,915,263.80 Current liabilities: Short-term borrowings 210,000,000.00 Transactional financial liabilities Notes payable Accounts payable 2,482,949.70 2,482,949.70 Accounts received in advance 118,800.00 59,400.00 Employee’s compensation payable 387,757.72 537,236.72 Tax payable -1,836,740.00 -2,478,194.48 Interest payable 72,417,401.58 69,588,108.07 Dividend payable 3,213,302.88 3,213,302.88 Other accounts payable 339,589,450.38 347,896,763.31 Non-current liabilities due within 1 year 220,000,000.00 Other current liabilities Total current liabilities 626,372,922.26 641,299,566.20 Non-current liabilities: Long-term borrowings 168,000,000.00 0.00 Bonds payable Long-term payables Specific payables Estimated liabilities Deferred income tax liabilities 52,795,167.50 48,295,625.00 9 PDF 文件使用 "pdfFactory Pro" 试用版本创建 www.fineprint.cn Other non-current liabilities Total non-current liabilities 220,795,167.50 48,295,625.00 Total liabilities 847,168,089.76 689,595,191.20 Owners’ equity (or shareholders’ equity) Paid-up capital (or share capital) 426,745,404.00 426,745,404.00 Capital reserves 544,079,677.10 533,467,995.51 Less: Treasury stock Specific reserves Surplus reserves 109,487,064.39 109,487,064.39 Provisions for general risks Retained profits -615,004,767.67 -684,380,391.30 Foreign exchange difference Total owners’ (or shareholders’) equity 465,307,377.82 385,320,072.60 Total liabilities and owners’ (or 1,312,475,467.58 1,074,915,263.80 shareholders’) equity Legal representative: Zheng Qing Person-in-charge of the accounting work: Chen Binglian Chief of the accounting division: Yang Daoliang 3. Consolidated income statement for the reporting period Prepared by Hainan Pearl River Holdings Co., Ltd. Unit: RMB Yuan Item Jul.-Sept. 2012 Jul.-Sept. 2011 I. Total operating revenues 41,396,363.51 37,014,691.21 Including: Sales income 41,396,363.51 37,014,691.21 Interest income Premium income Handling charge and commission income II. Total operating cost 83,012,981.08 76,229,393.26 Including: Cost of sales 33,761,484.54 29,535,808.25 Interest expenses Handling charge and commission expenses Surrenders Net claims paid Net amount withdrawn for the insurance contract reserve Expenditure on policy dividends Reinsurance premium Taxes and associate charges 2,394,060.06 2,795,706.50 Selling and distribution expenses 1,826,277.83 808,936.27 Administrative expenses 25,445,687.48 17,992,016.62 Financial expenses 18,550,214.62 23,424,772.74 Asset impairment loss 1,035,256.55 1,672,152.88 Add: Gain/(loss) from change in fair value (“-” means loss) Gain/(loss) from investment (“-” -258,725.01 20,708,753.71 10 PDF 文件使用 "pdfFactory Pro" 试用版本创建 www.fineprint.cn means loss) Including: share of profits in -258,725.01 associates and joint ventures Foreign exchange gains (“-” means loss) III. Business profit (“-” means loss) -41,875,342.58 -18,505,948.34 Add: non-operating income 98,938.84 2,666.37 Less: non-operating expense 13,884.01 53.51 Including: loss from non-current 478.96 asset disposal IV. Total profit (“-” means loss) -41,790,287.75 -18,503,335.48 Less: Income tax expense 95,531.39 583,213.92 V. Net profit (“-” means loss) -41,885,819.14 -19,086,549.40 Including: Net profit achieved by combined parties before the combinations Attributable to owners of the -41,048,615.60 -18,290,101.17 Company Minority shareholders’ income -837,203.54 -796,448.23 VI. Earnings per share -- -- (I) Basic earnings per share -0.1 -0.04 (II) Diluted earnings per share -0.1 -0.04 VII. Other comprehensive incomes -41,420,280.00 -31,171,875.00 VIII. Total comprehensive incomes -83,306,099.14 -50,258,424.40 Attributable to owners of the -82,468,895.60 -49,461,976.17 Company Attributable to minority shareholders -837,203.54 -796,448.23 Where business mergers under the same control occurred in this reporting 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 for the reporting period Prepared by Hainan Pearl River Holdings Co., Ltd. Unit: RMB Yuan Item Jul.-Sept. 2012 Jul.-Sept. 2011 I. Total sales 288,669.10 126,370.00 Less: cost of sales 88,898.40 13,289.25 Business taxes and surcharges 16,165.47 7,076.73 Distribution expenses 1,701.00 Administrative expenses 5,654,351.12 3,333,366.15 Financial costs 11,264,799.65 22,116,809.72 Impairment loss 983,003.54 2,287,292.43 Add: gain/(loss) from change in fair value (“-” means loss) Gain/(loss) from investment (“-” -258,725.01 20,708,753.71 means loss) Including: income form investment on associates and joint ventures II. Business profit (“-” means loss) -17,978,975.09 -6,922,710.57 11 PDF 文件使用 "pdfFactory Pro" 试用版本创建 www.fineprint.cn Add: non-business income Less: non-business expense 3,528.12 51.43 Including: loss from non-current asset disposal III. Total profit (“-” means loss) -17,982,503.21 -6,922,762.00 Less: income tax expense IV. Net profit (“-” means loss) -17,982,503.21 -6,922,762.00 V. Earnings per share -- -- (I) Basic earnings per share (II) Diluted earnings per share VI. Other comprehensive income -41,420,280.00 -31,171,875.00 VII. Total comprehensive income -59,402,783.21 -38,094,637.00 Legal representative: Zheng Qing Person-in-charge of the accounting work: Chen Binglian Chief of the accounting division: Yang Daoliang 5. Consolidated income statement from 1 Jan. 2012 to 30 Sept. 2012 Prepared by Hainan Pearl River Holdings Co., Ltd. Unit: RMB Yuan Item Jan.-Sept. 2012 Jan.-Sept. 2011 I. Total operating revenues 149,738,319.71 181,307,464.94 Including: Sales income 149,738,319.71 181,307,464.94 Interest income Premium income Handling charge and commission income II. Total operating cost 244,719,732.49 229,110,218.77 Including: Cost of sales 108,730,640.46 116,053,134.54 Interest expenses Handling charge and commission expenses Surrenders Net claims paid Net amount withdrawn for the insurance contract reserve Expenditure on policy dividends Reinsurance premium Taxes and associate charges 11,301,987.61 19,919,004.71 Selling and distribution expenses 6,705,935.94 4,402,530.39 Administrative expenses 78,446,279.78 57,713,451.85 Financial expenses 47,616,949.88 29,180,612.10 Asset impairment loss -8,082,061.18 1,841,485.18 Add: Gain/(loss) from change in fair value (“-” means loss) Gain/(loss) from investment (“-” 17,854,565.89 20,303,937.79 means loss) Including: share of profits in -688,189.29 -685,167.99 associates and joint ventures Foreign exchange gains (“-” means 12 PDF 文件使用 "pdfFactory Pro" 试用版本创建 www.fineprint.cn loss) III. Business profit (“-” means loss) -77,126,846.89 -27,498,816.04 Add: non-operating income 171,828.34 433,052.37 Less: non-operating expense 140,237.95 67,724.03 Including: loss from non-current 15,679.21 asset disposal IV. Total profit (“-” means loss) -77,095,256.50 -27,133,487.70 Less: Income tax expense 1,872,560.35 6,016,502.51 V. Net profit (“-” means loss) -78,967,816.85 -33,149,990.21 Including: Net profit achieved by combined parties before the combinations Attributable to owners of the Company -78,783,414.04 -33,331,967.28 Minority shareholders’ income -184,402.81 181,977.07 VI. Earnings per share -- -- (I) Basic earnings per share -0.18 -0.08 (II) Diluted earnings per share -0.18 -0.08 VII. Other comprehensive incomes 10,611,681.59 -25,186,875.00 VIII. Total comprehensive incomes -68,356,135.26 -58,336,865.21 Attributable to owners of the -68,171,732.45 -58,518,842.28 Company Attributable to minority shareholders -184,402.81 181,977.07 Where business mergers under the same control occurred from 1 Jan. 2012 to 30 Sept. 2012, 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 6. Income statement of the Company from 1 Jan. 2012 to 30 Sept. 2012 Prepared by Hainan Pearl River Holdings Co., Ltd. Unit: RMB Yuan Item Jan.-Sept. 2012 Jan.-Sept. 2011 I. Total sales 868,007.30 319,710.00 Less: cost of sales 266,695.20 39,867.75 Business taxes and surcharges 48,496.41 53,627.58 Distribution expenses 2,968.00 15,000.00 Administrative expenses 16,416,375.91 12,114,180.85 Financial costs 27,302,414.28 25,882,894.77 Impairment loss -2,293,543.42 1,827,235.43 Add: gain/(loss) from change in fair value (“-” means loss) Gain/(loss) from investment (“-” 110,254,565.89 20,303,937.79 means loss) Including: income form investment -688,189.29 -685,167.99 on associates and joint ventures II. Business profit (“-” means loss) 69,379,166.81 -19,309,158.59 Add: non-business income Less: non-business expense 3,543.18 22,630.65 Including: loss from non-current 12,915.00 asset disposal 13 PDF 文件使用 "pdfFactory Pro" 试用版本创建 www.fineprint.cn III. Total profit (“-” means loss) 69,375,623.63 -19,331,789.24 Less: income tax expense IV. Net profit (“-” means loss) 69,375,623.63 -19,331,789.24 V. Earnings per share -- -- (I) Basic earnings per share (II) Diluted earnings per share VI. Other comprehensive income 10,611,681.59 -25,186,875.00 VII. Total comprehensive income 79,987,305.22 -44,518,664.24 Legal representative: Zheng Qing Person-in-charge of the accounting work: Chen Binglian Chief of the accounting division: Yang Daoliang 7. Consolidated cash flow statement from 1 Jan. 2012 to 30 Sept. 2012 Prepared by Hainan Pearl River Holdings Co., Ltd. Unit: RMB Yuan Item Jan.-Sept. 2012 Jan.-Sept. 2011 I. Cash flows from operating activities: Cash received from sale of commodities 134,531,557.50 153,174,156.59 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 Net increase of intra-group borrowings Net increase of funds in repurchase business Tax refunds received Other cash received relating to operating 18,020,154.87 14,429,673.44 activities Subtotal of cash inflows from operating 152,551,712.37 167,603,830.03 activities Cash paid for goods and services 51,505,073.86 50,084,935.44 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 14 PDF 文件使用 "pdfFactory Pro" 试用版本创建 www.fineprint.cn charges and commissions Cash for paying policy dividends Cash paid to and for employees 78,753,886.41 62,526,491.45 Various taxes paid 18,782,038.75 53,343,972.19 Other cash payment relating to operating 73,666,224.43 49,303,703.52 activities Subtotal of cash outflows from operating 222,707,223.45 215,259,102.60 activities Net cash flows from operating activities -70,155,511.08 -47,655,272.57 II. Cash flows from investing activities: Cash received from withdrawal of 44,400,000.00 284,700,000.00 investments Cash received from return on investments Net cash received from disposal of fixed assets, intangible assets and other 21,515,827.27 164,708.50 long-term assets Net cash received from disposal of subsidiaries or other business units Other cash received relating to investing 8,718,575.65 36,611,451.04 activities Subtotal of cash inflows from investing 74,634,402.92 321,476,159.54 activities Cash paid to acquire fixed assets, 84,323,600.71 20,226,102.46 intangible assets and other long-term assets Cash paid for investment 55,000,000.00 322,560,000.00 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 investing 139,323,600.71 342,786,102.46 activities Net cash flows from investing activities -64,689,197.79 -21,309,942.92 III. Cash Flows from Financing Activities: Cash received from capital contributions 4,900,000.00 Including: Cash received from minority 4,900,000.00 shareholder investments by subsidiaries Cash received from borrowings 602,400,000.00 40,216,000.00 Cash received from issuance of bonds Other cash received relating to financing 9,298.18 activities Subtotal of cash inflows from financing 602,400,000.00 45,125,298.18 activities Repayment of borrowings 303,900,000.00 25,890,930.00 Cash paid for interest expenses and 40,662,348.75 36,032,278.00 distribution of dividends or profit Including: dividends or profit paid by subsidiaries to minority shareholders Other cash payments relating to 25,159,100.00 financing activities Sub-total of cash outflows from financing 369,721,448.75 61,923,208.00 activities 15 PDF 文件使用 "pdfFactory Pro" 试用版本创建 www.fineprint.cn Net cash flows from financing activities 232,678,551.25 -16,797,909.82 IV. Effect of foreign exchange rate changes on cash and cash equivalents V. Net increase in cash and cash 97,833,842.38 -85,763,125.31 equivalents Add: Opening balance of cash and cash 52,507,843.73 136,376,851.19 equivalents VI. Closing balance of cash and cash 150,341,686.11 50,613,725.88 equivalents Legal representative: Zheng Qing Person-in-charge of the accounting work: Chen Binglian Chief of the accounting division: Yang Daoliang 8. Cash flow statement of the Company from 1 Jan. 2012 to 30 Sept. 2012 Prepared by Hainan Pearl River Holdings Co., Ltd. Unit: RMB Yuan Item Jan.-Sept. 2012 Jan.-Sept. 2011 I. Cash flows from operating activities: Cash received from sale of commodities 0.00 707,165.00 and rendering of service Tax refunds received Other cash received relating to operating 6,676,569.64 4,002,780.17 activities Subtotal of cash inflows from operating 6,676,569.64 4,709,945.17 activities Cash paid for goods and services Cash paid to and for employees 3,690,573.44 3,359,426.94 Various taxes paid 394,820.10 1,596,881.85 Other cash payment relating to operating 113,562,093.74 11,157,540.09 activities Subtotal of cash outflows from operating 117,647,487.28 16,113,848.88 activities Net cash flows from operating activities -110,970,917.64 -11,403,903.71 II. Cash flows from investing activities: Cash received from retraction of 45,400,000.00 201,700,000.00 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 8,718,575.65 27,721,904.43 investing activities Subtotal of cash inflows from investing 75,050,604.92 229,427,904.43 activities Cash paid to acquire fixed assets, 94,496.00 1,368,449.00 intangible assets and other long-term assets Cash paid for investment 153,100,000.00 311,600,000.00 Net cash paid to acquire subsidiaries and other business units 16 PDF 文件使用 "pdfFactory Pro" 试用版本创建 www.fineprint.cn Other cash payments relating to investing activities Subtotal of cash outflows from investing 153,194,496.00 312,968,449.00 activities Net cash flows from investing activities -78,143,891.08 -83,540,544.57 III. Cash flows from financing activities: Cash received from capital contributions Cash received from borrowings 488,300,000.00 79,000,000.00 Cash received from issuance of bonds Other cash received relating to financing activities Subtotal of cash inflows from financing 488,300,000.00 79,000,000.00 activities Repayment of borrowings 246,300,000.00 790,930.00 Cash paid for interest expenses and 28,250,655.26 29,009,070.00 distribution of dividends or profit Other cash payments relating to 21,659,100.00 financing activities Sub-total of cash outflows from financing 296,209,755.26 29,800,000.00 activities Net cash flows from financing activities 192,090,244.74 49,200,000.00 IV. Effect of foreign exchange rate changes on cash and cash equivalents V. Net increase in cash and cash 2,975,436.02 -45,744,448.28 equivalents Add: Opening balance of cash and 515,955.59 47,697,821.48 cash equivalents VI. Closing balance of cash and cash 3,491,391.61 1,953,373.20 equivalents Legal representative: Zheng Qing Person-in-charge of the accounting work: Chen Binglian Chief of the accounting division: Yang Daoliang (II) Audit report Auditor’s opinion Summary of audit report Naught 17 PDF 文件使用 "pdfFactory Pro" 试用版本创建 www.fineprint.cn