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公司公告

*ST珠江B:2013年半年度报告(英文版)2013-08-27  

						Stock Code: 000505, 200505            Stock Abbr.: *STZJ, *STZJB            Announcement No.: 2013-021
                        HaiNan Pearl River Holdings Co., Ltd.
                       Abstract of the 2013 Semi-annual Report
1. Important reminders

(1)

This abstract is based on the full text of the semi-annual report. For more details, investors are suggested to
read the full text disclosed at the same time with this abstract on http://www.cninfo.com.cn, the website of
Shenzhen Stock Exchange or any other website designated by CSRC.
This report is prepared in both Chinese and English. Should there be any discrepancy between the two
versions, the Chinese version shall prevail.

(2)Company profile

Stock abbreviation                 *STZJ, *STZJB           Stock code                   000505, 200505
Stock exchange listed with         Shenzhen Stock Exchange
          For contact                        Company Secretary                 Securities Affairs Representative
Name                               Yu Cuihong                               Yu Cuihong
Tel.                               0898-68583723                            0898-68583723
Fax                                0898—68581026                           0898—68581026
E-mail                             hnpearlriver@21cn.net                    hnpearlriver@21cn.net

2. Financial highlights and change of shareholders

(1)Financial highlights

Does the Company adjust retrospectively or restate accounting data of previous years due to change of the
accounting policy or correction of any accounting error?
□ Yes √ No
                                          Reporting period       Same period of last year    YoY +/-(%)
Operating revenues (RMB Yuan)                   107,223,021.13            108,341,956.20                  -1.03%
Net       profit    attributable    to
shareholders of the Company (RMB                -64,455,008.65            -37,734,798.44                -70.81%
Yuan)
  Net      profit   attributable    to
shareholders of the Company after
                                                -72,879,625.27            -59,037,643.78                -23.45%
extraordinary gains and losses (RMB
Yuan)
Net cash flows from operating
                                                -43,861,109.19            -35,592,424.56                -23.23%
activities (RMB Yuan)
Basic EPS (RMB Yuan/share)                                 -0.15                     -0.09              -70.81%
Diluted EPS (RMB Yuan/share)                               -0.15                     -0.09              -70.81%
Weighted average ROE (%)                               -33.76%                    -9.93%                -23.83%
                                         As at the end of the      As at the end of last
                                                                                             YoY +/-(%)
                                          reporting period                 year
Total assets (RMB Yuan)                      1,398,816,127.89          1,424,764,273.52                   -1.82%
Net assets attributable to
shareholders of the Company (RMB                144,215,702.94            237,625,634.44                -39.31%
Yuan)


                                                      1
(2) Shareholdings of the top 10 shareholders

Total number of
shareholders at the end of                                                                              40,363
the reporting period
                                  Shareholdings of the top 10 shareholders
                            Shareholdin Total shares                               Pledged or frozen shares
  Name of        Nature of                             Number of restricted shares
                            g percentage held at the                                Status of Number of
 shareholder    shareholder                                        held
                                (%)      period-end                                  shares       shares
Beijing
Wanfa Real
             State-owned
Estate                            26.36% 112,479,478                                   Pledged      20,000,000
             corporation
Development
Co., Ltd.
             Domestic
Zhang
             natural                0.46%    1,949,250
Xiaoxia
             person
             Domestic
Chen
             natural                0.43%    1,827,900
Mingwei
             person
             Domestic
Hu Zhengxiu natural                 0.37%    1,600,000
             person
             Domestic
Wang Defu natural                   0.36%    1,540,100
             person
             Domestic
Ou Lei       natural                0.35%    1,500,000
             person
Beijing CICC Domestic
Xinbo Asset non-state-ow
                                    0.34%    1,464,419
Management ned
Center, LLP corporation
             Domestic
Liang Bijun natural                 0.33%    1,408,463
             person
             Domestic
Nanhua
             non-state-ow
Finance Co.,                         0.3%    1,299,500                     1,299,500
             ned
Ltd.
             corporation
             Domestic
Sheng Fubo natural                  0.28%    1,191,895
             person
                               Among shareholders above, there exists no related-party relationship between the
Explanation on associated
                               principal shareholder and other shareholders of the Company. Nor they are parties
relationship or/and persons
                               with concerted action as prescribed in the Information Disclosure Administrative
acting in concert among the
                               Methods for Changes in Shareholding of Shareholders of Listed Companies. And it
above-mentioned
                               is unknown whether there is related-party relationship among other shareholders
shareholders:
                               and whether they are prescribed parties with concerted action.
                               The Company’s shareholder Wang Defu held 0 shares via the common securities
Shareholders taking part in
                               account and 1,540,100 shares via the client credit trading guarantee securities
margin       financing     and
                               account of China Minzu Securities Co., Ltd., so he actually held 1,540,100 shares
securities lending (if any)
                               in total.




                                                   2
(3)Change of the controlling shareholder or the actual controller

Change of the controlling shareholder in the reporting period
□ Applicable √ Inapplicable
Change of the actual controller in the reporting period
□ Applicable √ Inapplicable

3. Discussion and analysis by the management

1. The key task for this year is the Phase III development of the Wuhan Meilin Qingcheng Project. So far,
the reply approving to initiate the project has been obtained. A detailed geological exploration, the
relocation & clean-up, the trial of foundation piles and so on have been completed. According to the
planning documents (WGDZ (2003) No. 271 and WTJQZ [2003] No. 073), as a way to expand the project
land, the Company will transfer the 1.33-hectare land adjacent to the development land of Xudong Village
to the undertaker of the “Urban Village Transformation” Project of Xudong Village so as to get a
development land parcel of almost the same area on the east of the development land of the Phase III,
which has been approved by the relevant government body. Construction of the Phase III will start as soon
as the land transfer and expansion formalities are completed.
2. Progress of the Shijiazhuang Luquan new countryside construction project:
In the first half of the year, evaluation of the enterprises to be relocated from the Land Parcel No. 1 was
completed, marking the steady progressing of the relocation. The planning was submitted for approval and
the municipal plan was analyzed. The planning was deepened and the final plan for house types and
elevations was confirmed, marking the basic accomplishment of the preliminary design. Meanwhile, the
construction drawing was partially begun. When the funds arrive, the Company will immediately start
making compensations and collecting back land so as to run ahead of the schedule in the second half of the
year.
3. About the Mulin Town special railway and coal wholesale market construction project:
The government is regulating the coal industry and shutting down some high-pollution enterprises. And the
Company has been waiting for the governmental department to grant a coal operation license. The relevant
project and production line construction thus cannot proceed as scheduled. The land where the project is
located is temporarily put aside. According to the latest policy, the government has stopped granting coal
operation licenses. Since this June, the Company and its partner Zhonghe Investment Co., Ltd. have
officially initiated the project. Meanwhile, the Company has entrusted its partner to conduct coal trading
with some major customers, which will help accumulate experience and expand marketing channels for the
subsequent independent operation and at the same time will help achieve some investment gains in this
stage.
4. About the Hubei Yunxi Iron Mine Project: A detailed investigation has been carried out on the Dujiawan
Iron Mine and the relevant files have been kept. Currently, the Company is working on the specific plan for
mining and mine construction. The detailed geological investigation into the Zhaojiayuan Mine has almost
come to an end. Relevant equipment has been procured and all the production lines have been installed and
debugged. The mine is now capable of producing 0.4 million tons of high-purity iron ore per year. In the
first half of the year, partial mining and high-purity iron ore production started. However, the original
power supply of the mine cannot meet the current need from mining and production equipment, so the
Company has to alter and expand the power supply system. Meanwhile, relocation of over 80 households in
the mine lags behind the schedule for the reason of compensation. Therefore, the Zhaojiayuan Mine fails to
reach the expected mining scale, with a considerable decrease of the expected production volume.
Currently, the Company is working on power supply expansion, relocation compensation, etc, which are
expected to complete in this October. By that time, mass mining and production can begin.
5. For the first half of the year, HaiNan Pearl River Property & Hotel Management Co., Ltd. achieved
operating revenues of RMB 65.5060 million, up RMB 14.5390 from the same period of last year; bore
operating costs of RMB 66.5179 million; paid a business tax of RMB 4.6138 million and made a loss about
RMB 1.20 million. The loss was mainly because the labor cost went up RMB 7.1602 million from a year
earlier.
6. The hotel and tourist service business grew steadily, generating a business income of RMB 34.76 million,
representing a year-on-year increase. Days Hotel & Suites Sanya Resort Management Co., Ltd. continued
to enhance internal management and adopted multiple marketing methods. For the first half of the year, it


                                                    3
achieved operating revenues of RMB 21.96 million and net profit of RMB 6.46 million (depreciation
excluded).
Mudanjiang Pearl River Wanjia Travel Investment and Development Group Co., Ltd. achieved operating
revenues of RMB 12.8088 million for the first half of the year. After the last winter, it conducted various
marketing activities for the Snow Village in the summer as a key task for this year and designed many
travel themes. Meanwhile, it enhanced targeted promotion, provided various services to meet various travel
needs of clients and promoted the recognition of the Snow Village in summer.
In the second half of the year, it will enhance the combination of tourist products of the Snow Village, carry
out tourism management and tourist spot protection according to the new Tourism Law, improve promotion
and management of the Snow Village and do a good job in the winter.

4. Matters related to financial reporting

(1) Explain change of the accounting policy, accounting estimate and measurement methods as
compared with the financial reporting of last year

N/A

(2) Explain retrospective restatement due to correction of significant accounting errors in the
reporting period

N/A

(3) Explain change of the consolidation scope as compared with the financial reporting of last year

N/A

(4) Explanation of the Board of Directors and the Supervisory Committee concerning the
“non-standard audit report” issued by the CPAs firm for the reporting period

N/A




                                                     4
                                 Hainan Pearl River Holding Company Limited
                                         Consolidated Balance Sheet
                                                                                                    30 Jun 2013
                                                                                          Expressed in Renminbi

                  Items                       Notes                  30-Jun-13                  31-Dec-12

Current assets:
Monetary funds                                 V.1                       55,812,269.33              65,762,871.33
Financial assets held for trading
Notes receivable
Accounts receivable                            V.2                       17,279,796.94               9,889,336.96
Prepayments                                    V.3                      163,972,326.82             148,283,887.61
Interest receivable
Dividend receivable                            V.4                        3,235,015.00                 260,015.00
Other receivables                              V.5                      319,805,498.42             314,281,649.69
Inventories                                    V.6                      111,776,232.18             109,749,172.81
Non-current asset due within 1 year
Other current assets                           V.7                        3,000,000.00
             Total current assets                                       674,881,138.69             648,226,933.40
Non-current assets:
Available-for-sale financial assets            V.8                      235,009,797.10             273,616,360.90
Held-to-maturity securities
Long-term receivables
Long-term equity investments                   V.10                      50,251,220.27              50,758,716.34
Investment real estates                        V.11                      24,563,708.95              25,308,707.14
Fixed assets                                   V.12                     322,743,377.86             334,321,547.26
Construction in progress                       V.13                      38,242,894.28              34,908,625.06
Engineering material                           V.14                         606,206.60                 606,206.60
Disposal of fixed assets
Bearer biological assets
Oil and gas assets
Intangible assets                              V.15                      31,196,752.06              31,636,550.86
Expense on research and development
Goodwill
Long-term prepayments                          V.16                      21,321,032.08              25,380,625.96
Deferred income tax assets
Other non-current asset
          Total non-current assets                                      723,934,989.20              776,537,340.12
                 Total assets                                         1,398,816,127.89            1,424,764,273.52
Corporate representative:Zheng Qing Chief Accountant:Chen Binglian    Accounting Supervisor: Yang Daoliang




                                                        5
                                      Hainan Pearl River Holding Company Limited
                                              Consolidated Balance Sheet
                                                                                                            30 Jun 2013
                                                                                                  Expressed in Renminbi
                      Items                        Notes                  30-Jun-13                    31-Dec-12
Current liabilities:
Short-term loans                                    V.20                       1,000,000.00                210,000,000.00
Financial liabilities held for trading
Notes payable
Accounts payable                                    V.21                      20,182,697.91                 20,503,123.52
Accounts received in advance                        V.22                      17,343,165.61                 19,033,810.90
Accrued payroll                                     V.23                       8,098,733.59                  9,181,755.84
Taxes payable                                       V.24                      -1,279,122.86                  2,205,732.91
Interest payable                                    V.25                     115,390,264.64                112,552,231.11
Dividend payable                                    V.26                       3,213,302.88                  3,213,302.88
Other payables                                      V.27                     676,950,850.28                379,871,030.04
Non-current liabilities due within 1 year           V.28                      31,000,000.00                 28,000,000.00
Other current liabilities
           Total current liabilities                                         871,899,892.05                784,560,987.20
Non-current liabilities:
Long-term borrowings                                V.29                     330,000,000.00                341,000,000.00
Bonds payable
Long-term payables
Special payables
Accrued liabilities
Deferred income tax liabilities                     V.17                      37,949,548.40                  47,601,189.35
Other non-current liabilities
        Total non-current liabilities                                         367,949,548.40               388,601,189.35
                Total liabilities                                           1,239,849,440.45             1,173,162,176.55
Owner's equity:
Share capital                                       V.30                     426,745,404.00                426,745,404.00
Capital surplus                                     V.31                     492,991,234.32                521,946,157.17
      Less:treasury stock
Surplus reserves                                    V.32                      109,487,064.39                109,487,064.39
Undistributed profits                               V.33                     -885,007,999.77               -820,552,991.12
Foreign currency translation differences
Total owner's equity attributable to parent
                                                                             144,215,702.94                237,625,634.44
company
Minority interests                                                             14,750,984.50                13,976,462.53
             Total owner's equity                                             158,966,687.44               251,602,096.97
    Total liabilities and owner's equity                                    1,398,816,127.89             1,424,764,273.52
Corporate representative:Zheng Qing      Chief Accountant:Chen Binglian     Accounting Supervisor: Yang Daoliang




                                                             6
                                Hainan Pearl River Holding Company Limited
                                               Balance Sheet
                                                                                                       30 Jun 2013
                                                                                            Expressed in Renminbi
                       Items                           Notes              30-Jun-13                 31-Dec-12
Current assets:
Monetary funds                                                                   959,747.89                     2,641,297.45
Financial assets held for trading
Notes receivable
Accounts receivable                                     XI.1                   3,075,649.21                     2,341,351.09
Prepayments                                                                   50,718,379.00                    50,196,666.00
Interest receivable
Dividend receivable                                                            3,235,015.00                       260,015.00
Other receivables                                       XI.2                 583,095,477.09                   557,322,758.74
Inventories                                                                    4,824,035.45                     4,824,035.45
Non-current asset due within 1 year
Other current assets
               Total current assets                                          645,908,303.64                   617,586,123.73
Non-current assets:
Available-for-sale financial assets                                          235,009,797.10                   273,616,360.90
Held-to-maturity securities
Long-term receivables
Long-term equity investments                            XI.3                 299,607,675.57                   300,108,192.64
Investment real estates                                                        7,442,195.63                     7,593,413.93
Fixed assets                                                                  16,595,572.64                    17,446,366.12
Construction in progress
Engineering material
Disposal of fixed assets
Bearer biological assets
Oil and gas assets
Intangible assets                                                              1,529,208.78                     1,553,040.60
Expense on research and development
Goodwill
Long-term prepayments                                                         12,431,856.62                    16,324,363.64
Deferred income tax assets
Other non-current asset
            Total non-current assets                                         572,616,306.34                 616,641,737.83
                   Total assets                                            1,218,524,609.98               1,234,227,861.56
Corporate representative:Zheng Qing   Chief Accountant:Chen Binglian   Accounting Supervisor: Yang Daoliang




                                                               7
                                Hainan Pearl River Holding Company Limited

                                                   Balance Sheet
                                                                                                         30 Jun 2013
                                                                                          Expressed in Renminbi
                         Items                         Notes               30-Jun-13                   31-Dec-12
Current liabilities:
Short-term loans                                                               1,000,000.00              210,000,000.00
Financial liabilities held for trading
Notes payable
Accounts payable                                                               2,482,949.70                2,482,949.70
Accounts received in advance                                                     190,080.00                   59,400.00
Accrued payroll                                                                  464,313.88                  546,010.23
Taxes payable                                                                 -1,548,915.25               -1,615,110.81
Interest payable                                                              82,842,102.73               81,573,212.53
Dividend payable                                                               3,213,302.88                3,213,302.88
Other payables                                                               538,364,645.71              295,396,790.14
Non-current liabilities due within 1 year
Other current liabilities
              Total current liabilities                                      627,008,479.65              591,656,554.67
Non-current liabilities:
Long-term borrowings                                                         193,000,000.00              178,000,000.00
Bonds payable
Long-term payables
Special payables
Accrued liabilities
Deferred income tax liabilities                                               37,151,157.63               46,802,798.58
Other non-current liabilities
           Total non-current liabilities                                     230,151,157.63              224,802,798.58
                    Total liabilities                                        857,159,637.28              816,459,353.25
Owner's equity:
Share capital                                                                426,745,404.00              426,745,404.00
Capital surplus                                                              496,007,573.86              524,962,496.71
      Less:treasury stock
Surplus reserves                                                             109,487,064.39              109,487,064.39
Undistributed profits                                                       -670,875,069.55             -643,426,456.79
               Total owner's equity                                          361,364,972.70              417,768,508.31
       Total liabilities and owner's equity                                1,218,524,609.98            1,234,227,861.56
Corporate representative:Zheng Qing       Chief Accountant:Chen Binglian   Accounting Supervisor: Yang Daoliang




                                                            8
                                Hainan Pearl River Holding Company Limited
                                        Consolidated Income Statement

                                                                                               Year ended 30 June 2013
                                                                                                 Expressed in Renminbi
                             Items                                 Notes             Jan.-Jun. 2013      Jan.-Jun. 2012
I.Total operating income                                                                107,223,021.13     108,341,956.20
     Including:operating income                                       V.34             107,223,021.13     108,341,956.20
II.Total operating cost                                                                 175,386,515.27     161,706,751.41
       Including:operating cost                                       V.34              77,839,912.45      74,969,155.92
       Operating taxes and extras                                      V.35                6,360,287.19       8,907,927.55
       Sales expenses                                                  V.36                4,606,945.20       4,879,658.11
       General and administrative expenses                             V.37              46,741,079.54      53,000,592.30
       Financial expenses                                              V.38              40,873,236.02      29,066,735.26
       Loss of devaluation of assets                                   V.40               -1,034,945.13      -9,117,317.73
Add:Changing income of fair value
     Investment income                                                 V.39                2,556,516.93              18,113,290.90
     Including: investment income on affiliated company and
                                                                                            -507,496.07                -429,464.28
joint venture
III.Operating profit                                                                     -65,606,977.21          -35,251,504.31
Add: Non-operating income                                              V.41                   73,275.60               72,889.50
Less: Non-operating expenses                                           V.42                   71,307.30              126,353.94
              Including: disposal loss of non-current asset                                   15,533.81
IV.Total profit                                                                          -65,605,008.91          -35,304,968.75
Less: income tax                                                       V.43                  175,477.77            1,777,028.96
V.Net profit                                                                             -65,780,486.68          -37,081,997.71
Net profit attributable to parent company's owner                                        -64,455,008.65          -37,734,798.44
Profit and loss of minority interests                                                     -1,325,478.03              652,800.73
VI.Earnings per share
i.Basic earnings per share                                             V.44                       -0.15                      -0.09
ii.Diluted earnings per share                                          V.44                       -0.15                      -0.09
VII.Other comprehensive income                                         V.45              -28,954,922.85              52,031,961.59
VIII.Total comprehensive income                                                          -94,735,409.53              14,949,963.88
   Including: Total comprehensive income attributed to the
                                                                                         -93,409,931.50              14,297,163.15
owners of parent company
Total comprehensive income attributed to miniority interests                              -1,325,478.03                652,800.73
Corporate representative:Zheng Qing   Chief Accountant:Chen Binglian          Accounting Supervisor: Yang Daoliang




                                                               9
                                  Hainan Pearl River Holding Company Limited
                                                   Income Statement
                                                                                                Year ended 30 June 2013
                                                                                                   Expressed in Renminbi
                                Items                                 Notes             Jan.-Jun. 2013          Jan.-Jun. 2012
I.Total operating income                                                   XI.4                581,744.40                579,338.20
Less:Operating costs                                                       XI.4                177,796.80                177,796.80
    Operating taxes and extras                                                                   32,577.68                32,330.94
    Sales expenses                                                                                                         1,267.00
    General and administrative expenses                                                     11,022,129.41          10,762,024.79
    Financial expenses                                                                      29,584,045.68          16,037,614.63
    Loss of devaluation of assets                                                          -10,228,962.52           -3,276,546.96
Add:Changing income of fair value
   Investment income                                                       XI.5              2,563,495.93         110,513,290.90
  Including: investment income on affiliated company and joint
                                                                                               -500,517.07               -429,464.28
venture
II.Operating profit                                                                        -27,442,346.72          87,358,141.90
Add: Non-operating income                                                                             0.19
Less: Non-operating expenses                                                                      6,266.23                    15.06
            Including: disposal loss of non-current asset
III.Total profit                                                                           -27,448,612.76          87,358,126.84
Less: income tax
IV.Net profit                                                                              -27,448,612.76          87,358,126.84
V.Earnings per share
i.Basic earnings per share
ii.Diluted earnings per share
VI.Other comprehensive income                                                              -28,954,922.85          52,031,961.59
VII.Totalcomprehensive income                                                              -56,403,535.61         139,390,088.43

Corporate representative:Zheng Qing       Chief Accountant:Chen Binglian          Accounting Supervisor: Yang Daoliang




                                                             10
                                                     Hainan Pearl River Holding Company Limited
                                                          Consolidated Cash Flow Statement
                                                                                                                         Year ended 30 June 2013
                                                                                                                          Expressed in Renminbi
                                      Items                                        Notes           Jan.-Jun. 2013             Jan.-Jun. 2012
I.Cash flows from operating activities:
  Cash received from sales of goods or rendering of services                                          101,651,207.81               90,839,597.75
  Refunds of taxes
  Cash received relating to other operating activities                             V.46(1)             12,470,630.71               11,113,568.62
                           Subtotal of cash inflows                                                   114,121,838.52
                                                                                                                                  101,953,166.37
  Cash paid for goods and services                                                                     39,030,611.99               31,480,717.55
  Cash paid to and on behalf of employees
                                                                                                       60,918,149.26               52,599,524.79
  Payments of all types of taxes                                                                       12,428,181.55               12,674,520.81
  Cash paid relating to other operating activities                                 V.46(2)
                                                                                                       45,606,004.91               40,790,827.78
                          Subtotal of cash outflows                                                   157,982,947.71              137,545,590.93
                   Net cash flows from operating activities                        V.47(1)            -43,861,109.19
                                                                                                                                  -35,592,424.56
II.Cash flows from investing activities:
  Cash received from return of investments
                                                                                                       26,000,000.00               43,000,000.00
  Cash received from return on investments                                                                 89,013.00                           -
   Net cash received from the sale of fixed assets, intangible assets and other
long-term assets                                                                                          412,838.50               21,469,320.27
  Net cash received from selling subsidiary company and joint venture
                                                                                                                    -                          -
  Cash received relating to other investing activities                             V.46(3)              5,647,661.11                5,200,000.00
                           Subtotal of cash inflows
                                                                                                       32,149,512.61               69,669,320.27
  Cash paid to acquire fixed assets, intangible assets and other long-term
assets                                                                                                 12,850,561.55               79,987,813.71
  Cash paid to acquire investments
                                                                                                       33,000,000.00                3,000,000.00
  Net cash paid to purchase subsidiary company and joint venture
  Cash paid relating to other investing activities                                 V.46(4)
                          Subtotal of cash outflows
                                                                                                       45,850,561.55               82,987,813.71
                   Net cash flows from investing activities                                           -13,701,048.94              -13,318,493.44
III.Cash flows from financing activities:
  Cash received from investments by others                                                              2,100,000.00
  Cash received from borrowings                                                                       338,000,000.00
                                                                                                                                  357,600,000.00
  Cash received relating to other financing activities                                                  1,000,000.00                           -
                           Subtotal of cash inflows                                                   341,100,000.00
                                                                                                                                  357,600,000.00
  Cash repayments of amounts borrowed                                                                 250,000,000.00              268,000,000.00
  Cash paid for distribution of dividends or profits and for interest expenses
                                                                                                       30,280,968.25               24,762,536.25
  Cash paid relating to other financing activities                                 V.46(5)             13,207,475.62                4,359,000.00
                          Subtotal of cash outflows                                                   293,488,443.87
                                                                                                                                  297,121,536.25
                   Net cash flows from financing activities                                            47,611,556.13               60,478,463.75
IV.Effect of foreign exchange rate changes on cash
V.Net increase in cash and cash equivalents                                                             -9,950,602.00              11,567,545.75
Add:balance of cash and cash equivalents at the beginning of the year                                  65,762,871.33               52,507,843.73
VI.Balance of cash and cash equivalents at the end of the year                                         55,812,269.33               64,075,389.48
Corporate representative:Zheng Qing             Chief Accountant:Chen Binglian    Accounting Supervisor: Yang Daoliang


                                                                             11
                                                     Hainan Pearl River Holding Company Limited
                                                                Cash Flow Statement
                                                                                                                     Year ended 30 June 2013
                                                                                                                       Expressed in Renminbi
                                     Items                                          Notes     Jan.-Jun. 2013             Jan.-Jun. 2012
I.Cash flows from operating activities:
  Cash received from sales of goods or rendering of services                                          552,850.00                                -
  Refunds of taxes
  Cash received relating to other operating activities                                             54,149,190.80                     6,150,211.50
                           Subtotal of cash inflows
                                                                                                   54,702,040.80                     6,150,211.50
  Cash paid for goods and services
  Cash paid to and on behalf of employees                                                           2,897,272.40                     2,432,405.76
  Payments of all types of taxes                                                                      728,405.54                      291,624.04
  Cash paid relating to other operating activities
                                                                                                    9,026,338.42                     7,370,972.46
                          Subtotal of cash outflows                                                12,652,016.36                    10,095,002.26
                  Net cash flows from operating activities                           XI.6
                                                                                                   42,050,024.44                    -3,944,790.76
II.Cash flows from investing activities:
  Cash received from return of investments                                                         26,000,000.00                    43,000,000.00
  Cash received from return on investments                                                             89,013.00                                -
   Net cash received from the sale of fixed assets, intangible assets and other
long-term assets                                                                                                -                   20,932,029.27
  Net cash received from selling subsidiary company and joint venture                                           -                               -
  Cash received relating to other investing activities                                              5,647,661.11                     5,200,000.00
                           Subtotal of cash inflows                                                31,736,674.11                    69,132,029.27
  Cash paid to acquire fixed assets, intangible assets and other long-term
assets                                                                                                 34,007.00                       83,157.00
  Cash paid to acquire investments                                                                 90,499,500.00                    57,250,000.00
  Net cash paid to purchase subsidiary company and joint venture
  Cash paid relating to other investing activities
                          Subtotal of cash outflows
                                                                                                   90,533,507.00                    57,333,157.00
                  Net cash flows from investing activities                                        -58,796,832.89                    11,798,872.27
III.Cash flows from financing activities:
  Cash received from investments by others
  Cash received from borrowings                                                                   286,000,000.00               241,000,000.00
  Cash received relating to other financing activities
                           Subtotal of cash inflows                                               286,000,000.00               241,000,000.00
  Cash repayments of amounts borrowed                                                             238,000,000.00               220,000,000.00

  Cash paid for distribution of dividends or profits and for interest expenses                     23,427,265.49                    16,253,321.92

  Cash paid relating to other financing activities                                                  9,507,475.62                      859,000.00
                          Subtotal of cash outflows
                                                                                                  270,934,741.11               237,112,321.92
                  Net cash flows from financing activities                                         15,065,258.89                     3,887,678.08
IV.Effect of foreign exchange rate changes on cash
V.Net increase in cash and cash equivalents                                                         -1,681,549.56                   11,741,759.59
Add:balance of cash and cash equivalents at the beginning of the year                               2,641,297.45                      515,955.59
VI.Balance of cash and cash equivalents at the end of the year                                        959,747.89                    12,257,715.18
Corporate representative:Zheng Qing                      Chief Accountant:Chen Binglian      Accounting Supervisor: Yang Daoliang


                                                                             12
                                                                                               Hainan Pearl River Holding Company Limited
                                                                                               Consolidated Statement of Changes in Equity
                                                                                                                                                                                                         Year ended 30 June 2013
                                                                                                                                                                                                          Expressed in Renminbi
                                                                                                                                                   30 June 2013

                                    Items                                                                   Total owner's equity attributable to parent company
                                                                                                                                                                                                  Minority       Total owner's
                                                                               Share capital       Capital reserves      Less:treasury       Surplus         Undistributed       Others          interests          equity
                                                                                                                            stock            reserves           profits
I.Amount at the end of last year                                               426,745,404.00        521,946,157.17                       109,487,064.39     -820,552,991.12                    13,976,462.53     251,602,096.97
1.Amount because the change of accounting policy
2.Amount because correction of accounting error
II.Amount at the beginning of this year                                        426,745,404.00        521,946,157.17                       109,487,064.39     -820,552,991.12                    13,976,462.53     251,602,096.97
III.Increment and decrement of this year                                                             -28,954,922.85                                           -64,455,008.65                       774,521.97     -92,635,409.53
1.Net profit                                                                                                                                                  -64,455,008.65                     -1,325,478.03    -65,780,486.68
2.Profit and loss through owner's equity directly                                                    -28,954,922.85                                                                                               -28,954,922.85
(1) Net changing amount of fair value of available-for-sale financial assets                         -28,954,922.85                                                                                               -28,954,922.85
(2) Influence of other owner's equity change of invested enterprise under
equity method
(3) Relating income tax effect through owner's equity items
(4) Other
    Subtotal of above 1 and 2                                                                        -28,954,922.85                                           -64,455,008.65                     -1,325,478.03    -94,735,409.53
3.Owners invest or reduce capital                                                                                                                                                                2,100,000.00       2,100,000.00
(1) Owners invest capital                                                                                                                                                                        2,100,000.00       2,100,000.00
(2) Share-based payment recorded into owner's equity
(3) Other
4. Profit distribution
(1) Draw surplus reserves
(2) Draw common risk provision
(3) Distribute to owners (shareholders)
(4) Other
5. Inner rotation within owner's equity
(1) Capital reserves transfer to share capital
(2) Surplus reserves transfer to share capital
(3) Surplus reserves offset loss
(4) Other
IV.Amount at the end of this year                                              426,745,404.00        492,991,234.32                       109,487,064.39     -885,007,999.77                    14,750,984.50     158,966,687.44

Corporate representative:         Zheng Qing                                                    Chief Accountant:     Chen Binglian                                   Accounting Supervisor: Yang Daoliang
                                                                                                                    13
                                                                                                 Hainan Pearl River Holding Company Limited
                                                                                                 Consolidated Statement of Changes in Equity
                                                                                                                                                                                                               Year ended 30 June 2013
                                                                                                                                                                                                                Expressed in Renminbi
                                                                                                                                                     30 June 2012
                                    Items                                                                     Total owner's equity attributable to parent company                                  Minority           Total owner's
                                                                                                                                                                                                   interests             equity
                                                                                 Share capital       Capital reserves Less:treasury              Surplus        Undistributed       Others
                                                                                                                             stock              reserves           profits
I.Amount at the end of last year                                                 426,745,404.00       530,451,655.97                          109,487,064.39    -693,679,376.16                  26,674,626.16          399,679,374.36
1.Amount because the change of accounting policy
2.Amount because correction of accounting error
II.Amount at the beginning of this year                                          426,745,404.00        530,451,655.97                       109,487,064.39     -693,679,376.16                   26,674,626.16          399,679,374.36
III.Increment and decrement of this year                                                                52,031,961.59                                           -37,734,798.44                   -11,947,199.27           2,349,963.88
1.Net profit                                                                                                                                                    -37,734,798.44                      652,800.73          -37,081,997.71
2.Profit and loss through owner's equity directly                                                       52,031,961.59                                                                                                    52,031,961.59
(1) Net changing amount of fair value of available-for-sale financial assets                            52,031,961.59                                                                                                    52,031,961.59
(2) Influence of other owner's equity change of invested enterprise
under equity method
(3) Relating income tax effect through owner's equity items
(4) Other
    Subtotal of above 1 and 2                                                                           52,031,961.59                                           -37,734,798.44                      652,800.73           14,949,963.88
3.Owners invest or reduce capital
(1) Owners invest capital
(2) Share-based payment recorded into owner's equity
(3) Other
4. Profit distribution                                                                                                                                                                           12,600,000.00           12,600,000.00
(1) Draw surplus reserves
(2) Draw common risk provision
(3) Distribute to owners (shareholders)                                                                                                                                                          12,600,000.00           12,600,000.00
(4) Other
5. Inner rotation within owner's equity
(1) Capital reserves transfer to share capital
(2) Surplus reserves transfer to share capital
(3) Surplus reserves offset loss
(4) Other
IV.Amount at the end of this year                                                426,745,404.00        582,483,617.56                       109,487,064.39     -731,414,174.60                   14,727,426.89          402,029,338.24

Corporate representative:         Zheng Qing                               Chief Accountant:      Chen Binglian                                           Accounting Supervisor: Yang Daoliang
                                                                                                                    14
                                                                                   Hainan Pearl River Holding Company Limited
                                                                                         Statement of Changes in Equity
                                                                                                                                                                                          Year ended 30 June 2013
                                                                                                                                                                                           Expressed in Renminbi
                                                                                                                                            30 June 2013
                                           Items                                                                                 Less:treasury      Surplus
                                                                                     Share capital           Capital reserves                                     Undistributed profits     Total owner's equity
                                                                                                                                    stock           reserves
I.Amount at the end of last year                                                        426,745,404.00          524,962,496.71                   109,487,064.39         -643,426,456.79            417,768,508.31
1.Amount because the change of accounting policy
2.Amount because correction of accounting error
II.Amount at the beginning of this year                                                 426,745,404.00          524,962,496.71                   109,487,064.39         -643,426,456.79            417,768,508.31
III.Increment and decrement of this year                                                                        -28,954,922.85                                           -27,448,612.76            -56,403,535.61
1.Net profit                                                                                                                                                             -27,448,612.76            -27,448,612.76
2.Profit and loss through owner's equity directly                                                               -28,954,922.85                                                                     -28,954,922.85
(1) Net changing amount of fair value of available-for-sale financial assets                                    -28,954,922.85                                                                     -28,954,922.85
(2) Influence of other owner's equity change of invested enterprise under equity
method
(3) Relating income tax effect through owner's equity items
(4) Other
    Subtotal of above 1 and 2                                                                                   -28,954,922.85                                           -27,448,612.76            -56,403,535.61
3.Owners invest or reduce capital
(1) Owners invest capital
(2) Share-based payment recorded into owner's equity
(3) Other
4. Profit distribution
(1) Draw surplus reserves
(3) Distribute to owners (shareholders)
(4) Other
5. Inner rotation within owner's equity
(1) Capital reserves transfer to share capital
(2) Surplus reserves transfer to share capital
(3) Surplus reserves offset loss
(4) Other
6. Others
IV.Amount at the end of this year                                                       426,745,404.00          496,007,573.86                   109,487,064.39         -670,875,069.55            361,364,972.70

Corporate representative:         Zheng Qing                                        Chief Accountant:    Chen Binglian                                                    Accounting Supervisor: Yang Daoliang
                                                                                                        15
                                                                                   Hainan Pearl River Holding Company Limited
                                                                                         Statement of Changes in Equity
                                                                                                                                                                                          Year ended 30 June 2013
                                                                                                                                                                                           Expressed in Renminbi
                                                                                                                                              30 June 2012
                                           Items                                                                                   Less:treasury                        Undistributed
                                                                                    Share capital             Capital reserves                     Surplus reserves                         Total owner's equity
                                                                                                                                      stock                                profits
I.Amount at the end of last year                                                       426,745,404.00             533,467,995.51                       109,487,064.39   -684,380,391.30            385,320,072.60
1.Amount because the change of accounting policy
2.Amount because correction of accounting error
II.Amount at the beginning of this year                                                426,745,404.00             533,467,995.51                       109,487,064.39   -684,380,391.30            385,320,072.60
III.Increment and decrement of this year                                                                           52,031,961.59                                          87,358,126.84            139,390,088.43
1.Net profit                                                                                                                                                              87,358,126.84              87,358,126.84
2.Profit and loss through owner's equity directly                                                                  52,031,961.59                                                                     52,031,961.59
(1) Net changing amount of fair value of available-for-sale financial assets                                       52,031,961.59                                                                     52,031,961.59
(2) Influence of other owner's equity change of invested enterprise under equity
method
(3) Relating income tax effect through owner's equity items
(4) Other
    Subtotal of above 1 and 2                                                                                      52,031,961.59                                          87,358,126.84            139,390,088.43
3.Owners invest or reduce capital
(1) Owners invest capital
(2) Share-based payment recorded into owner's equity
(3) Other
4. Profit distribution
(1) Draw surplus reserves
(3) Distribute to owners (shareholders)
(4) Other
5. Inner rotation within owner's equity
(1) Capital reserves transfer to share capital
(2) Surplus reserves transfer to share capital
(3) Surplus reserves offset loss
(4) Other
6. Others
IV.Amount at the end of this year                                                      426,745,404.00             585,499,957.10                       109,487,064.39   -597,022,264.46            524,710,161.03

Corporate representative:         Zheng Qing                                         Chief Accountant:        Chen Binglian                                                 Accounting Supervisor: Yang Daoliang
                                                                                                         16
Hainan Pearl River Holding Company Limited                          Notes on Semi-annual Report 2013




           Hainan Pearl River Holding Company Limited
            Notes on the Financial Statements for the Six Months ended 30 June 2013
                 (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’s Government and City

 Management Office Qiong Yin [1992] No. 6 issued by the People’s 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’s 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’s Bank of China with the corresponding document of Shen People’s

 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
                                                 - 17 -
Hainan Pearl River Holding Company Limited                           Notes on Semi-annual Report 2013


 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 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
                                        - 18 -
Hainan Pearl River Holding Company Limited                            Notes on Semi-annual Report 2013


 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.



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’s 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’s 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

                                                - 19 -
Hainan Pearl River Holding Company Limited                               Notes on Semi-annual Report 2013


       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 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
                                             - 20 -
Hainan Pearl River Holding Company Limited                               Notes on Semi-annual Report 2013


       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 spot 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 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
                                                - 21 -
Hainan Pearl River Holding Company Limited                              Notes on Semi-annual Report 2013


         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 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 rate method.

      (3) Recognition and measurement of transfer of financial assets
                                           - 22 -
Hainan Pearl River Holding Company Limited                               Notes on Semi-annual Report 2013


         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 instruments of the same essential nature, the cash flow
                                              - 23 -
Hainan Pearl River Holding Company Limited                               Notes on Semi-annual Report 2013


         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 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 instrument 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’s equity which

         was directly included shall be transferred out and recorded into the profits and losses of the
                                                 - 24 -
Hainan Pearl River Holding Company Limited                               Notes on Semi-annual Report 2013


         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’s bad debts provision policy:
                                                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’t 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.

                                                   - 25 -
Hainan Pearl River Holding Company Limited                               Notes on Semi-annual Report 2013


     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 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
                                                  - 26 -
Hainan Pearl River Holding Company Limited                               Notes on Semi-annual Report 2013


         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’t 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 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
                                               - 27 -
Hainan Pearl River Holding Company Limited                              Notes on Semi-annual Report 2013


         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,
                                                - 28 -
Hainan Pearl River Holding Company Limited                                       Notes on Semi-annual Report 2013


       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 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


                                                         - 29 -
Hainan Pearl River Holding Company Limited                               Notes on Semi-annual Report 2013


       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;

       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.
                                              - 30 -
Hainan Pearl River Holding Company Limited                            Notes on Semi-annual Report 2013


     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 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
                                              - 31 -
Hainan Pearl River Holding Company Limited                            Notes on Semi-annual Report 2013


       actual interest expense incurred for the period less temporary deposit’s 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 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
                                           - 32 -
Hainan Pearl River Holding Company Limited                               Notes on Semi-annual Report 2013


       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 equivalent amount shall

         be charged to profit or loss as service costs; when the costs incurred are not expected to be

                                                  - 33 -
Hainan Pearl River Holding Company Limited                               Notes on Semi-annual Report 2013


         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’s 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.
                                                   - 34 -
Hainan Pearl River Holding Company Limited                              Notes on Semi-annual Report 2013


         (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:

           (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’s property management company receives and manages public maintenance
                                          - 35 -
Hainan Pearl River Holding Company Limited                                Notes on Semi-annual Report 2013


        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 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

        When the company first time adopted Accounting Standards for Business Enterprises, it

        continued to use primary Accounting System for Business Enterprises for preparation

        consolidated financial statements-recover parent’s shareholding of surplus reserves, because

        the Accounting Standards for Business Enterprises cannot make it clear whether recover

        parent’s shareholding of surplus reserves. The period change the accounting policies that not

        to recover parent’s shareholding of surplus reserves in consolidated statements. The changes

        of accounting policies increased the undistributed profit at the beginning of the year 2010 by

        4,690,421.49 and decreased surplus reserves by 4,690,421.49.

        (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




                                                  - 36 -
Hainan Pearl River Holding Company Limited                                                 Notes on Semi-annual Report 2013


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
                                                                                Voting                  Consolidated
                     Registered    capital       Principal        Holding                     by the                   Minority
Subsidiary’s name                                                              rights                   (Yes or No)
                      address       (RMB         activities      proportion                  Company                   interest
                                                                              proportion                (RMB 0’000)
                                   0’000)                                                    (RMB
                                                                                              0’000)
Hainan Pearl
River
                                                Properties
Properties and        Hainan
                                     500        and Hotels             98%      98%            490          Yes         15.58
Hotels                Haikou
                                               Management
Management Co.,
Ltd.
Hainan Pearl
River                                            Gardens
                      Hainan
Environmental                        100       engineering         100%         100%           100          Yes
                      Haikou
Projects Co.,                                  construction
Ltd.
Hainan Pearl
River Estate          Hainan                     Cleaning
                                     50                                100%     100%            50          Yes
Cleaning              Haikou                     projects
Company
Hainan Pearl
River Estate                                    Mechanical
                      Hainan
Machine                              150       and electrical      100%         100%           150          Yes
                      Haikou
Engineering                                    products sales
Company
Hainan Pearl
                                                Real Estate
River Estate          Hainan
                                     100        Marketing          100%         100%           100          Yes
Marketing Co.,        Haikou
                                                 Planning
Ltd.
Sanya Wanjia
Hotel                 Hainan
                                   12,000      Hotel service       100%         100%          12,000        Yes
Management Co.,       Sanya
Ltd.
Hubei Pearl River
                                                Real estate
Real Estate
                       Hubei                   development
Development Co.,
                       Wuhan
                                    6,500
                                                   and
                                                                       88%      88%           5,720         Yes        1,185.02
Ltd.
                                               management
Wuhan Pearl
River Meilin
                       Hubei
Hotels                               50           Service          100%         100%            50          Yes
                       Wuhan
Management Co.,
Ltd.
Hainan Pearl
River                                           Real estate
Enterprises                                    development
                      Shanghai      4,000                          100%         100%          4,000         Yes
Holding Co.,                                       and
Ltd. Shanghai                                  management
Real Estate Co.
Beijing Jiubo
                                               Cultural and
Culture
                      Beijing        500          sports           100%         100%           500          Yes
Development Co.,
                                                services
Ltd.
Mudanjiang Pearl
River Tourism
                                                 Hotel
Investment and       Mudanjiang     6,000                          100%         100%          6,000         Yes
                                               management
Development
Group Limited
Mudanjiang
Wanjia Star Hotel    Mudanjiang      50        Hotel service       100%         100%            50          Yes
Co., Ltd.

                                                              - 37 -
Hainan Pearl River Holding Company Limited                                                             Notes on Semi-annual Report 2013
                                                                                                         Amount
                                        Registered                                                       invested
                                                                                            Voting                      Consolidated
                         Registered      capital        Principal           Holding                       by the                         Minority
Subsidiary’s name                                                                          rights                       (Yes or No)
                          address         (RMB          activities         proportion                    Company                         interest
                                                                                          proportion                    (RMB 0’000)
                                         0’000)                                                          (RMB
                                                                                                          0’000)
Mudanjiang
Jingbohu Wanjia       Mudanjiang           50         Hotel service          100%           100%            50              Yes
Hotel Co., Ltd.
Shanghai Sea
Pearl Property                                          Property
                         Shanghai        US $ 20                              50%           50%             83              Yes           35.70
Management Co.,                                        management
Ltd.
Hebei
                                                       Real estate
zhengshiqinghui
                         Hebei                        development
Real Estate
                      Shijiazhuang
                                          1,000
                                                      and property
                                                                              51%           51%            510              Yes           28.77
Development Co.,
                                                        services
Ltd.
Heilongjiang
Longshi Pear                                          Film base and
Culture                   Haerbin          700           Cultural             70%           70%            490              Yes           210.03
Communication                                            training
Co., Ltd.



       2.    The subsidiaries acquired by the business combination under non-uniform

control

                                                                              Registered
                                                                                                                   Voting
 Subsidiary’s       Business           Registered           Principal         capital         Holding                             Consolidated
                                                                                                                   rights
    name             category            address             activities         (RMB          proportion                           (Yes or No)
                                                                                                                 proportion
                                                                               0’000)
Hailin Wanjia
Snowtown                                Hailin of
                     Limited                                   Hotel
Holiday Hotel                          Heilongjiang                             2,000           100.00             100.00               Yes
                     Liability                                service
Management                              Province
Co., Ltd.

       V. Notes to significant items of the consolidated financial statements
       1. Monetary funds

       (1)Monetary funds disclosed by categories

                          Items                                           Jun 30, 2013                                Jan 1, 2013
Cash                                                                                    515,406.33                                  1,343,203.42
Bank deposit                                                                     55,103,676.59                                     64,325,194.75
Other monetary funds                                                                    193,186.41                                     94,473.16
                         Total                                                   55,812,269.33                                     65,762,871.33

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

       (1) Accounts receivable listed by categories

                                                       June 30, 2013                                             January 1, 2013
                                                                       Bad Debt                                              Bad Debt
            Categories                      Amounts                                                    Amounts
                                                                        Provision                                             Provision
                                                     Ratio                     Ratio                         Ratio                   Ratio
                                      Amounts                   Amounts                      Amounts                    Amounts
                                                     (%)                       (%)                           (%)                     (%)



                                                                     - 38 -
Hainan Pearl River Holding Company Limited                                                         Notes on Semi-annual Report 2013

                                                      June 30, 2013                                           January 1, 2013
                                                                     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     27.72        7,761,707.60     100.00    7,761,707.60     38.01    7,761,707.60      100.00
individually
2.Bad debt accounted by the
combinations
Age Combinations                    17,728,160.29     63.33         951,150.69        5.37 10,663,566.80       52.23      775,879.84        7.28

Combined Subtotal                   17,728,160.29     63.33         951,150.69        5.37 10,663,566.80       52.23      775,879.84        7.28
3.Other unimportant receivables
but bad debts accounted              2,504,183.02      8.95        2,001,395.68      79.92    1,992,330.02      9.76    1,990,680.02       99.92
individually
Total                               27,994,050.91       100 10,714,253.97            —— 20,417,604.42       100.00 10,528,267.46         ——



           (2) Aging analysis

                                          June 30, 2013                                                  January 1, 2013
        Ages
                          Balance         Proportion (%)             Bad debts          Balance          Proportion (%)           Bad debts
Within 1 year            14,546,496.47                  82.06         290,929.93       8,041,123.18                     75.42     160,822.45
1-2 years                 1,537,771.95                      8.67       76,888.60       1,322,599.05                     12.40          66,129.96
2-3 years                  448,784.45                       2.53       44,878.45         104,737.15                      0.98          10,473.72
3-4 years                  106,000.00                       0.60       21,200.00         106,000.00                      0.99          21,200.00
4-5 years                  136,500.00                       0.77       40,950.00         136,500.00                      1.28          40,950.00
Over 5 years               952,607.42                       5.37      476,303.71         952,607.42                      8.93     476,303.71
        Total            17,728,160.29                 100.00         951,150.69 10,663,566.80                         100.00     775,879.84


        (3) The top five debtors’ ending total balance. Details are as follows:
                                                    Relationship                                                        Proportion of total
                                                                                  Owned
 Name                                                   with                                           Ages            accounts receivable
                                                                                  amount
                                                    the company                                                                (%)
 Hunan Railway Lianchuang                                                                          Within 1
                                                Unrelated Client               6,453,682.00                                     23.05
 Technology Development Co., LTD                                                                       year
 Hainan racing entertainment Co.,
                                                Unrelated Client               2,406,158.00       over 5 years                   8.6
 LTD
 Hainan Baoping company                         Unrelated Client               2,218,494.43       over 5 years                  7.92
 Hainan centaline property agency               Unrelated Client               2,090,069.77       over 5 years                  7.47

 Haikou Shengdeya decoration                                                                       Within 1
                                                Unrelated Client               1,971,907.05                                     7.04
 engineering Co., LTD                                                                                  year
 total                                                                        15,140,311.25                                     54.08


         (4) At the end of this reporting period, none of the amount of accounts receivable was

owed to related parties.

        3. Prepayments

        (1) Aging analysis


                                                                     - 39 -
Hainan Pearl River Holding Company Limited                                             Notes on Semi-annual Report 2013

                                      June 30, 2013                                       January 1, 2013
            Ages
                                 Balance             Proportion (%)                 Balance                  Proportion (%)
Within 1 year                       59,214,888.48          36.11                        87,955,758.27            59.32
1-2 years                           52,287,464.28          31.89                         7,858,155.28            5.30
2-3 years                           50,014,551.10          30.50                        50,017,551.10            33.73
Over 3 years                         2,455,422.96          1.50                          2,452,422.96            1.65
            Total                  163,972,326.82          100                         148,283,887.61             100


         (2) Top five units of prepayments

            Company’s Name                Relationship             Amounts            Ages            Unsettled reason
Heilongjiang Province Mudanjiang                                                      Within 1     The project is not
                                        Unrelated Client            62,975,000.00
Forestry Engineering Company                                                           year        complete yet.
Haikou Hongzhou Real Estate                                                                        Pre-paid property
                                        Unrelated Client           50,000,000.00    2-3 years
Development Co., Ltd                                                                               purchase payment
                                                                                                   The project is not
Dahailin Forestry Bureau                Unrelated Client             5,396,469.00   1-2 years
                                                                                                   complete yet.
Heilongjiang Xinzheng                                                                 Within 1
                                        Unrelated Client             3,300,000.00                  Guarantee term is undue
Investment&Guarantee Co., Ltd                                                          year
                                                                                      Within 1     Pre-paid relocation
                                        Unrelated Client             3,000,000.00
South luoling village council                                                          year        compensation payment
Total                                                          124,671,469.00

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 3rd 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’s share capital.

        4. Dividends receivable

        (1) Details of dividends receivable

                     Items                          Jan 1, 2013           Increment           Decrement         Jun 30, 2013
Hainan Pearl River   Guanzhuang Co., Ltd.            260,015.00                                                   260,015.00
Southwest securities Co., Ltd.                                            3,064,013.00           89,013.00       2,975,000.00
                     Total                           260,015.00           3,064,013.00           89,013.00       3,235,015.00


         (2) Dividends receivable exceed one year
                                                    Ending                                                        Impairment
         Invested company             Age                                           Reason
                                                    balance                                                          loss
Hainan Pearl River                                                  The investee confronts the problem of
                                    4-5years    260,015.00                                                       None
Guanzhuang Co., Ltd.                                                tight budget.

                                                          - 40 -
Hainan Pearl River Holding Company Limited                                                                Notes on Semi-annual Report 2013
                                                                 Ending                                                                 Impairment
         Invested company                           Age                                                  Reason
                                                                 balance                                                                   loss
                     Total                                     260,015.00


      5. Other receivables

      (1) Others receivable listed by categories

                                                       Jun 30, 2013                                                   Jan 1, 2013
                                                                         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        7.12    25,978,479.90        100.00      28,278,479.90         7.84     25,978,479.90     91.87
accounted individually
2. Bad debt accounted by
the combinations
Age Combinations                  333,067,568.30       91.27    14,797,696.23          4.44     325,199,118.19       90.18      15,993,873.77      4.91

Combined Subtotal                 333,067,568.30       91.27    14,797,696.23          4.44     325,199,118.19       90.18      15,993,873.77      4.91
3. Other unimportant
receivables but bad debts            5,861,321.82       1.61     4,325,695.47         73.80       7,126,854.84         1.98      4,350,449.57     69.26
accounted individually
             Total                364,907,370.02      100.00    45,101,871.60                   360,604,452.93      100.00      46,322,803.24


Note: Details about related party’s transaction refer to ‘Notes VI. 5. (3)’.


      (2) Aging analysis

                                              Jun 30, 2013                                                        Jan 1, 2013
     Ages
                             Balance          Proportion (%)          Bad debts                Balance           Proportion (%)         Bad debts

Within 1 year           139,934,968.29              42.02             2,798,699.37       103,336,115.00               31.78             2,066,722.30
1-2 years               178,040,494.19              53.45             8,902,024.71       206,378,826.84               63.46            10,318,941.35
2-3 years                10,834,629.54               3.25             1,083,462.95           10,324,919.34            3.17              1,032,491.93
3-5 years                     383,303.14             0.12               76,660.63                 2,531.21            0.00                      506.24
4-5 years                        1,190.00            0.00                  357.00                15,754.78            0.00                  4,726.44
 Over 5 years                3,872,983.14            1.16             1,936,491.57            5,140,971.02            1.58              2,570,485.51
     Total              333,067,568.30              100.00        14,797,696.23          325,199,118.19              100.00            15,993,873.77


      (3)Top five units of others receivable
                                                                 Relationship with                                                Proportion of total
                              Name                                                           Owned amount           Ages
                                                                   the company                                                   Other receivable (%)
Public Investment Co., Ltd(note1)                               Unrelated Party            151,000,000.00       1-2 years             41.38
Beijing Kangtai Xingye Investment Co.,Ltd(note2)                Unrelated Party            100,000,000.00       1-2 years             27.40
                                                                                                                  Within 1
China Great Land Holdings Ltd(note3)                            Unrelated Party             30,000,000.00                              8.22
                                                                                                                   year
Hainan Pearl River            Guanzhuang Co., Ltd.                Unrelated Party              8,375,331.68       1-3 years:             2.30
                                                                                           Over 5
Shenzhen Yinxiang Computer Co., Ltd                   Unrelated Party      6,482,625.00                      1.78
                                                                                            years
Note1: 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
                                                                        - 41 -
Hainan Pearl River Holding Company Limited                                                 Notes on Semi-annual Report 2013
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 25% 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. In 2012, the two parties signed supplementary agreement that increase investment
37 million in coal labouratory and lignite purification production line. In March 2013, a memorandum(2) agreed Public Investment
Co., Ltd to pay investment income 5 million comes from Sep 1,2012 to Feb 28,2013 according to prior income distribution terms.
Other way, the project has no progress because the coal business license has not been gained, so Public Investment Co., Ltd agreed
to return investment principal 26 million. By the end of June 30, 2013,the money was obtained.
Note2: 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.
Note3: The company and China Great Land Holdings Ltd(Hereinafter referred to as CGL) signed Memorandum and Co-operation F
rame Agreement individually In May and August 2013. Dual parties agreed that develop land located in Sanya litchi ditch Industrial
Park Hairun Road No. 20 ,which owned by CGL’s subsidiary of Sanya Pearl River Guanzhuang Co., Ltd..The company acquired 51
% shareholding at the cost of 30 million. These cash should be paid for pre-development costs including solving land licence 、
relocation and so on. The company is responsible for organize project company to change the nature of land use and land obtain stat
e-owned land transfer procedures after CGL clean off factory and equipment. After this, the company will pay 20 million to buy ano
ther 29% shareholding . Two parties cooperate on the development of the real estate project.


      6. Inventories

      (1) Inventories category

                                        Jun 30, 2013                                             Jan 1, 2013
     Items              Ending          Provision for                            Ending          Provision for
                                                            Book value                                             Book value
                        Balance          Inventory                               Balance          Inventory
Raw materials         2,773,234.57                          2,773,234.57       4,027,601.00                         4,027,601.00
Low-value
consumption             695,002.02                            695,002.02         778,636.32                           778,636.32
goods:
Finished goods          394,089.98                            394,089.98         481,055.90                           481,055.90
Constructing
development          60,347,584.83                         60,347,584.83      55,244,449.87                       55,244,449.87
product
Development
                     69,561,556.87 22,156,987.01           47,404,569.86      71,226,465.81 22,156,987.01         49,069,478.80
products
Consumptive
biological              161,750.92                            161,750.92         147,950.92                           147,950.92
assets
      Total        133,933,219.19 22,156,987.01 111,776,232.18 131,906,159.82 22,156,987.01 109,749,172.81


        (2) Inventories impairment provision


                                                              - 42 -
Hainan Pearl River Holding Company Limited                                           Notes on Semi-annual Report 2013

                                                                         Decrement
        Items            1 Jan,2013       Increment                                                         30 Jun,2013
                                                              Transfer back             Write off
Development
                        22,156,987.01                                                                        22,156,987.01
product
        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. Other current assets

                     Items                                   June 30, 2013                          January 1, 2013
The trust plans investment                                               3,000,000.00
                     Total                                               3,000,000.00


      8. Available for sales financial assets

       Available for sales financial assets listed by categories

                     Items                             Fair value at Jun 30,2013             Fair value at Jan 1,2013
Available for sales equity instrument                                  235,009,797.10                       273,616,360.90
                     Total                                             235,009,797.10                       273,616,360.90


Note: The Company holds 30,640,130 shares of stock of Southwest Securities. The yearend book value is RMB

39,127,562.13 while the market price is RMB 7.76 per share.

      9. Joint investment and joint venture investment

       Joint venture investment
                                                                                                   Percentage Percentage
                                  Registration       legal           Business      Registered       of equity of vote right
      Name          Nature
                                    address      representative      Character      capital
                                                                                                  interest(%) (%)
Sanya Wanjia
                      Limited                                      Entertainment
Enterprises                     Sanya, Hainan    Qing Zheng                      100,000,000.00        40             40
                      liability                                       Service
Holding Co., Ltd
Beijing Found
                      Limited                                      Entertainment
Vision Media Co.,                   Beijing      Qing Zheng                        3,000,000.00        49             49
                      liability                                       Service
Ltd.
Beijing Sunshine
Tiansheng
                      Limited                                       Property
Property                            Beijing      Qing Zheng                        5,000,000.00        30             30
                      liability                                    Management
Management
Co., Ltd.



                                                            Ending
                                                                              Ending
                                        Ending Balance     Balance of                        Operating
                Name                                                       Balance of Net                      Net profit
                                        of Total Assets      Total                            Income
                                                                               Assets
                                                           Liabilities
Sanya Wanjia Enterprises Holding
                                          91,180,844.78    1,189,930.60 89,990,914.18                         -1,251,292.67
Co., Ltd
Beijing Found Vision Media Co.,
                                           6,311,546.53    3,380,006.00      2,931,540.53 3,634,200.00           -14,242.85
Ltd.

                                                          - 43 -
Hainan Pearl River Holding Company Limited                                                                                   Notes on Semi-annual Report 2013
                                                                                          Ending
                                                                                                                Ending
                                                         Ending Balance                  Balance of                                       Operating
                       Name                                                                                  Balance of Net                                       Net profit
                                                         of Total Assets                   Total                                           Income
                                                                                                                 Assets
                                                                                         Liabilities
Beijing Sunshine Tiansheng
                                                            10,434,498.45                5,922,943.80            4,511,554.65
Property Management Co., Ltd.

       10. Long-term Equity Investment
                                                                                                                                            Percentag
                                                     Initial                                                                 Percentage                                   Current
                                      Accounting                       Beginning          Increase     or   Ending                          e of vote   Impairment loss
        Name                                         investment                                                              of      equity                               impairm
                                      Method                           Balance            decrease          Balance                         right       provision
                                                     Cost                                                                    interest(%)                                ent loss
                                                                                                                                            (%)
 Sanya Wanjia Enterprises Holding
                                        Equity
 Co., Ltd.                                             40,000,000.00     36,496,882.74        -500,517.07    35,996,365.67       40            40
                                        Method

 Beijing Found Vision Media Co.,        Equity
                                                        1,470,000.00      1,443,433.86          -6,979.00     1,436,454.86       49            49
 Ltd.                                   Method

 Beijing    Sunshine     Tiansheng      Equity
                                                        1,500,000.00      1,407,089.84                        1,407,089.84       30            30
 Property Management    Co., Ltd.       Method

 Subtotal for Equity Method                            42,970,000.00     39,347,406.44        -507,496.07    38,839,910.37

 Hainan Pearl River Guanzhuang
                                      Cost Method         426,315.00       426,315.00                          426,315.00        1.33         1.33
 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
                                      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
                                      Cost Method         160,000.00       160,000.00                          160,000.00         2            2
 Foundation 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
                                      Cost Method       1,680,000.00      1,680,000.00                        1,680,000.00                                 1,680,000.00
 Industrial 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     76,290,961.73        -507,496.07    75,783,465.66                                25,532,245.39




       11. Investment real estates

                              Items                                                 1 Jan,2013                        Increment Decrement                     30 Jun,2013

I. Original value                                                                               34,136,579.92                             214,708.52            33,921,871.40
Buildings and structures                                                                        34,136,579.92                             214,708.52            33,921,871.40
II. Accumulated depreciation and amortization                                                    5,394,945.18           582,349.56          52,059.89             5,925,234.85
Buildings and structures                                                                         5,394,945.18           582,349.56          52,059.89             5,925,234.85
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                                                                                  25,308,707.14                                                   24,563,708.95
Buildings and structures                                                                        25,308,707.14                                                   24,563,708.95

Note: The corresponding depreciation costs for this reporting period was RMB 584,729.27 Yuan.

       12. Fixed assets

               Items                               1 Jan,2013                      Increment                          Decrement                         30 Jun,2013
I. Original value                                   480,087,946.63                       2,096,702.45                        268,638.00                        481,916,011.08
Buildings & Houses                                  330,766,320.66                                                                                             330,766,320.66
Motor Vehicle                                        40,084,486.63                       1,233,027.55                        187,867.00                         41,129,647.18
General equipment                                    56,706,072.65                                                                                              56,706,072.65
Other equipments                                     52,531,066.69                          863,674.90                         80,771.00                        53,313,970.59


                                                                                    - 44 -
Hainan Pearl River Holding Company Limited                                          Notes on Semi-annual Report 2013

          Items                  1 Jan,2013                Increment           Decrement               30 Jun,2013
II. Accumulated
                                  138,267,103.45            13,576,038.19           169,804.34              151,673,337.30
  depreciation
Buildings & Houses                    56,767,161.14          6,125,494.03                                    62,892,655.17
Motor Vehicle                         15,139,722.56          2,598,759.58           109,607.49               17,628,874.65
General equipment                     30,058,111.90          1,770,942.96                                    31,829,054.86
Other equipments                      36,302,107.85          3,080,841.62              60,196.85             39,322,752.62
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                    334,321,547.26                                                            322,743,377.86
Buildings & Houses                266,499,863.60                                                            260,374,369.57
Motor Vehicle                         24,944,764.07                                                          23,500,772.53
General equipment                     26,647,960.75                                                          24,877,017.79
Other equipments                      16,228,958.84                                                          13,991,217.97

Note: The depreciation cost of this period was RMB13,576,038.19Yuan.

      13. Construction in progress

                                           30 Jun,2013                                       1 Jan,2013
    Project name            Ending         Impairment                        Ending         Impairment
                                                             Book value                                      Book value
                            Balance       loss provision                     Balance       loss provision
Central heating
                         6,449,989.00                       6,449,989.00    6,361,888.00                     6,361,888.00
station of Snow town
Little Train 550         5,648,964.09                       5,648,964.09    5,648,964.09                     5,648,964.09
Little Train 400         4,180,000.00                       4,180,000.00    4,180,000.00                     4,180,000.00
Earlier stage of Snow
                         2,194,595.49                       2,194,595.49    2,194,595.49                     2,194,595.49
town Project
Studio project of
                            955,000.00                        955,000.00     955,000.00                       955,000.00
Er’long Mountain
Snow town
                            680,000.00                        680,000.00     680,000.00                       680,000.00
impression
Ski Equipment
building project of         286,100.00                        286,100.00     286,100.00                       286,100.00
yangcao Mountain
Forest Park area
                            250,000.00                        250,000.00     250,000.00                       250,000.00
projects
National Forest Park
                            200,000.00                        200,000.00     200,000.00                       200,000.00
Of Snow town
Expansion project of
                             96,000.00                         96,000.00      96,000.00                         96,000.00
Snow town
Family hotel of Snow
                         1,882,621.50                       1,882,621.50     654,800.50                       654,800.50
town
Indirect cost           15,358,172.20                      15,358,172.20 13,339,824.98                      13,339,824.98
Ski Equipment
building project of          41,452.00                         41,452.00      41,452.00                         41,452.00
double peak
Fire-fighting
equipment of Staff           20,000.00                         20,000.00      20,000.00                         20,000.00
Residence
        Total           38,242,894.28                      38,242,894.28 34,908,625.06                      34,908,625.06

                                                           - 45 -
Hainan Pearl River Holding Company Limited                                                  Notes on Semi-annual Report 2013


      14. Engineering Materials

        Items                     1 Jan 2013                Increment                Decrement                 30 Jun 2013
Special equipment         606,206.60                                                                      606,206.60
        Total             606,206.60                                                                      606,206.60


      15. Intangible assets

                 Items                               1 Jan 2013               Increment       Decrement         30 Jun 2013
I. Original value                                       38,768,063.93          154,700.00                        38,922,763.93
Software                                                 1,841,378.28                                             1,841,378.28
Land use right                                          34,839,553.65          154,700.00                        34,994,253.65
Shanghai house use right                                  695,732.00                                                695,732.00
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                             6,220,113.07          594,498.80                         6,814,611.87
Software                                                  753,330.60           133,076.37                           886,406.97
Land use right                                           5,129,724.53          444,215.97                         5,573,940.50
Shanghai house use right                                  272,146.74             6,957.32                           279,104.06
Zhenghe membership           of     Sanya
Hongzhou International                                      64,911.20           10,249.14                              75,160.34
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                                     31,636,550.86               ——             ——        31,196,752.06
Software                                                 1,088,047.68               ——             ——           954,971.31
Land use right                                          29,709,829.12               ——             ——        29,420,313.15
Shanghai house use right                                  423,585.26                                                416,627.94
Zhenghe membership           of     Sanya
Hongzhou International                                    415,088.80                ——             ——           404,839.66
Yacht Club
Golf membership of Nanli Lake                                                       ——             ——

Note: 1. The amortization of this year is 594,498.80 Yuan.

        2. The yearend land use right used as mortgage or collateral holds a book value of 27,947,204.46Yuan. More

           details are explained at “Note V.19”.

      16. Long-term prepayments

       Items             1 Jan 2013         Increment      Amortization        Other decrements        30 Jun 2013
Decoration               3,546,102.26          5,700.00       421,526.38                                    3,130,275.88
Ski rental fee           3,900,000.00                         450,000.00                                    3,450,000.00
Technical service
                          373,325.33                              70,002.00                                  303,323.33
fee
Financial
                      15,750,000.00          939,835.62     4,768,524.48                                  11,921,311.14
consulting fee

                                                              - 46 -
Hainan Pearl River Holding Company Limited                                               Notes on Semi-annual Report 2013

      Items             1 Jan 2013        Increment      Amortization       Other decrements          30 Jun 2013
Advertisement fee
                            251,533.37                        30,799.98                                   220,733.39
of Snow town
Rental fee of
                            599,833.33                        61,000.02                                   538,833.31
fishpond
Use fee of Ski
                            959,831.67     920,000.00        123,276.64                                 1,756,555.03
Course
       Total          25,380,625.96       1,865,535.62      5,925,129.50                    0.00       21,321,032.08


     17. Deferred income tax asset and deferred income tax liability

     (1) Identified deferred income tax liability
                             Items                                       30 Jun 2013                     1 Jan 2013
Deferred income tax liability:                                               37,949,548.40                   47,601,189.35
Changes on the fair value of available for sales
                                                                              37,151,157.63                   46,802,798.58
financial assets credited to capital reserves
Difference between fair value and the book value of net
                                                                                 798,390.77                     798,390.77
assets of purchased unit as business combination


     (2) Unrecognized deferred income tax asset

                             Items                                       30 Jun 2013                     1 Jan 2013
Deductible temporary differences                                             115,348,981.49                 116,383,926.62
Deductible losses                                                            200,433,437.16                 200,433,437.16
                             Total                                           315,782,418.65                 316,817,363.78

     18. Assets impairment provision

                                                                                        Decrement
                    Items                      1 Jan 2013     Increment      Transfer      Write  Other   30 Jun 2013
                                                                              back          off Decrement
Bad debt provision                            56,851,070.70 109,249.32 1,144,194.45                           55,816,125.57

Inventories impairment provision              22,156,987.01                                                   22,156,987.01
long-term equity investment impairment
                                       25,532,245.39                                                          25,532,245.39
provision
Investment property impairment
                                        3,432,927.60                                                           3,432,927.60
provision
Fixed assets impairment provision              7,499,295.92                                                    7,499,295.92

Intangible assets impairment provision           911,400.00                                                     911,400.00

                    Total                    116,383,926.62 109,249.32 1,144,194.45                          115,348,981.49


     19. Assets with restricted ownership

     Items                  Assets name           Amount                                     Remark
Current
assets:
Development           21/F, Longzhu                                   It has been mortgaged for loan 15 million Yuan
                                                  1,048,080.60
product              Building                                         (Haikou Property right certificate No. 17606).
Development                                                           It has been mortgaged for loan 20 million Yuan
                     6/F,Dijing Building          3,775,954.85
product                                                               (Property right certificate No. 21126).
                     Underground 2th                                  It has been mortgaged for loan 50 million Yuan
Development
                     parking garage in          24,981,790.84
product                                                               (Property right certificate No. 012780、075211).
                     Shanghai
Investment
real estates:
                                                             - 47 -
Hainan Pearl River Holding Company Limited                                            Notes on Semi-annual Report 2013

     Items                 Assets name           Amount                                    Remark
                     West of fifth floor,                           It has been mortgaged to the Mortgagee for loan 18
Buildings and
                     Podium Building Of         7,442,195.63        million Yuan (Haikou Property right certificate No.
structures
                     Pearl River Square                             17815).
Buildings and        East skirt building                            It has been mortgaged for loan 50 million Yuan
                                                4,919,287.58
structures           in Shanghai                                    (Property right certificate No. 012780、075211).
                     Underground 1th                                It has been mortgaged for loan 50 million Yuan
Buildings and
                     parking garage in          5,899,449.92
structures                                                          (Property right certificate No. 012780、075211).
                     Shanghai
Fixed assets:
                     Main Building of                               It has been mortgaged to the Bank of China Hainan
Buildings and
                     Days Hotel & Suites      172,396,767.27        Yeshumeng branch for loan 110 million Yuan (Contract
structures
                     Sanya Resort                                   No.G004-1).
                                                                    It has been mortgaged to the Bank of China Hainan
Buildings and        Hotel Villa A, B &
                                                 8,105,611.77       Yeshumeng branch for loan 110 million Yuan (Contract
structures           C
                                                                    No.G004-1).
                                                                    It has been mortgaged to Heilongjiang Xinzheng
                     Hailin Wanjia
                                                                    Investment Guarantee Group Co., Ltd for loan 110
Buildings and        Snowtown Holiday
                                               63,718,476.55        million Yuan (Property right certificate No as follow
structures           Hotel& Staff
                                                                    No:23141202100002, 23141202100003,
                     Residence
                                                                    23141202100006,        23141202100007).
                     29/F, Imperial
Buildings and                                                       it has been mortgaged to the Mortgagee for loan 15
                     Mansion of Pearl           3,978,925.34
structures                                                          million Yuan (Property right certificate No. 21093).
                     River Square
                     22/F, Longzhu
Buildings and        Mansion &                                      it has been mortgaged to the Mortgagee for loan 15
                                                1,040,976.48
structures           Northeast of the                               million Yuan (Property right certificate No. 17606).
                     third floor
Intangible
assets:
                     Main Building of                               It has been mortgaged to the Bank of China Hainan
Land use rights      Days Hotel & Suites       25,296,098.72        Yeshumeng branch for loan 110 million Yuan (Contract
                     Sanya Resort                                   No.G004-2).
                                                                    It has been mortgaged to the Bank of China Hainan
                     Hotel Villa A, B &
Land use rights                                 1,529,208.78        Yeshumeng branch for loan 110 million Yuan (Contract
                     C
                                                                    No.G004-2).
                     Hailin Wanjia                                  It has been mortgaged to Heilongjiang Xinzheng
                     Snowtown Holiday                               Investment Guarantee Group Co., Ltd for loan 110
Land use rights                                 1,121,896.96
                     Hotel& Staff                                   million Yuan (Property right certificate NO as follow:
                     Residence                                      No. 25100044, 25100058, 25100322,25100323).
3. Pledged
assets
Available for        29.75 millions                                 It has been mortgaged to Beijing Xinxing Real Estate
sales financial      Shares of Southwest      228,182,500.00        Development corporation for the loan of 230 million
assets               Security                                       Yuan.
     Total                                    553,437,221.29

Note: Assets with restricted ownership are mainly used for guarantee of bank loans.

      20. Short-term loan

      1. Short-term loan disclosed by categories
                  Category                              Jun 30, 2013                             Jan 1, 2013
Guaranteed loans
Pledge loans                                                                                              210,000,000.00
Other loans                                                            1,000,000.00
                   Total                                               1,000,000.00                       210,000,000.00


      21. Accounts payable

        Ages                             Jun 30, 2013                                      Jan 1, 2013

                                                           - 48 -
Hainan Pearl River Holding Company Limited                                           Notes on Semi-annual Report 2013

                           Ending Balance         Percentage (%)          Opening Balance                Percentage (%)
Within 1 year                     5,318,760.74               26.35                     6,406,466.62                   31.25
1 to 2 years                        236,634.03                1.17                      314,342.09                     1.53
2 to 3 years                      5,270,389.06               26.11                     6,223,495.32                   30.35
3 years and more                  9,356,914.08               46.37                     7,558,819.49                   36.87
        Total                    20,182,697.91              100.00                    20,503,123.52                  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’s share capital. And there were no related parties involved for the final balance.

      22. Accounts received in advance

                                      Jun 30, 2013                                       Jan 1, 2013
      Ages
                         Ending Balance          Percentage (%)          Opening Balance                 Percentage (%)

Within 1 year               16,703,337.50                   96.31                   18,175,760.12                     95.49
Over 1 year                      639,828.11                  3.69                     858,050.78                       4.51
      Total                 17,343,165.61                 100.00                    19,033,810.90                    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’s share capital. And the yearend balance excluded any related party.

      23. Accrued payroll

                         Items                         Jan 1, 2013      Increment         Decrement        Jun 30, 2013
 I. Salary, bonus, allowance                           2,721,294.54   50,680,804.12     52,339,479.83      1,062,618.83
 II. Employee Welfare expenses                                         5,436,113.42      5,436,113.42
 III. Social insurance                                                 5,830,579.18      5,830,579.18
 Where:1)Medical insurance                                             1,964,773.44      1,964,773.44
 2)Supplementary medical insurance
 3) Endowment insurance                                                3,351,950.83      3,351,950.83
 4)annuity
 5) Unemployment insurance                                              266,449.04         266,449.04
 6) Working accident insurance                                           119,638.81        119,638.81
 7) Maternity insurance                                                 127,767.06         127,767.06
 IV. Housing accumulation fund                                          866,959.56         866,959.56
 V. Labor union fees& Employee education fees          6,460,461.30    1,343,307.81        767,654.35      7,036,114.76
 VI. Non-monetary welfares
 VII. Compensation for dismissal                                          23,400.00          23,400.00
 VIII.Others
                         Total                         9,181,755.84   64,181,164.09     65,264,186.34      8,098,733.59


      24. Taxes payable

                                  Items                                  Jun 30, 2013                  Jan 1, 2013
VAT                                                                            -150,726.70                    -112,925.00
Individual income tax                                                            59,037.38                      68,706.10
                                                          - 49 -
Hainan Pearl River Holding Company Limited                                                  Notes on Semi-annual Report 2013

                                    Items                                        Jun 30, 2013               Jan 1, 2013
City construction and maintenance tax                                                      88,404.92                  128,660.39
Corporate income tax                                                                 -1,040,381.61                   -383,007.76
Property tax                                                                           138,132.54                     168,966.90
Business tax                                                                           708,402.61                    1,571,990.12
Land use tax                                                                               79,762.62                   79,762.62
Increment tax on land value                                                          -1,292,728.42                    528,297.19
Educational surtax                                                                     -84,196.10                      -48,416.93
Others                                                                                 215,169.90                     203,699.28
                                    Total                                            -1,279,122.86                   2,205,732.91


      25. Interest payable

                   Item                                    Jun 30, 2013                                Jan 1, 2013
Long-term loan
Short-term loan                                                                                                      4,937,222.23
Company loan                                                            104,764,243.15                           96,988,987.39
Entrusted loan                                                           10,449,888.49                           10,449,888.49
Others                                                                        176,133.00                              176,133.00
                  Total                                                 115,390,264.64                           112,552,231.11


Note: Details refer to Note VI.4.


      26. Dividend payable

                    Investor                                    Jun 30, 2013                             Jan 1, 2013
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.

      27. Other payables

                                            Jun 30, 2013                                          Jan 1, 2013
         Age                                                Percentage                                               Percentage
                                Ending Balance                                       Opening Balance
                                                               (%)                                                      (%)
Within 1 year                          380,618,732.38             56.23                          91,185,835.59             24.00
1 to 2 years                            22,629,215.63                  3.34                      14,463,245.93              3.81
2 to 3 years                            29,744,041.88                  4.39                      28,936,036.85              7.62
3 years and more                       243,958,860.39             36.04                         245,285,911.67             64.57
         Total                         676,950,850.28            100.00                         379,871,030.04            100.00

Note 1: Among the balance of the period end, there are loans of shareholders holdingover 5% of the Company’s

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

                                                              - 50 -
Hainan Pearl River Holding Company Limited                                        Notes on Semi-annual Report 2013

VI.Related party relationship and transactions”.

      28. Non-current liabilities due within one year

      1. Disclose by category
                Category                             Jun 30, 2013                              Jan 1, 2013
Long-term loans due within one year                               31,000,000.00                          28,000,000.00
                  Total                                           31,000,000.00                          28,000,000.00

      2. Details related to long-term loans due within one year
                Category                             Jun 30, 2013                              Jan 1, 2013
Pledge loans                                                      18,000,000.00                          15,000,000.00
Mortgage loans                                                    13,000,000.00                          13,000,000.00
                  Total                                           31,000,000.00                          28,000,000.00

      29. Long-term borrowings

      (1). Long-term borrowings listed by categories

                Category                             Jun 30, 2013                              Jan 1, 2013
Pledge loans                                                      98,000,000.00                         110,000,000.00
Mortgage loans                                                   263,000,000.00                         259,000,000.00
Less: Long-term loans due within one
year                                                              31,000,000.00                          28,000,000.00
                  Total                                          330,000,000.00                         341,000,000.00


      (2). Loan details
                Loan staring   Loan due                   Interest rate
   Lender                                    Currency                      Jun 30, 2013            Jan 1, 2013
                   date          date                         (%)
Chongqing
International
                 2012-9-27     2014-9-26       RMB      13%               193,000,000.00                178,000,000.00
Trust Co.,
Ltd
Bank of
                                                        10%
China,
                                                        upward-floating
Haikou           2009-8-2      2009-8-2        RMB                      70,000,000.00                    81,000,000.00
                                                        of benchmark
Yeshumen
                                                        interest rate
Branch
Construction
                                                        10%
Bank of
                                                        upward-floating
China            2012-1-12     2019-1-11       RMB                      98,000,000.00                   110,000,000.00
                                                        of benchmark
Mudanjiang
                                                        interest rate
Branch
    Total                                                                 361,000,000.00                369,000,000.00


      (3). Mortgage loan details

                 Lender                              Loan amount                           Mortgagor/mortgage
                                                                                There properties owned by
Bank of China, Haikou Yeshumen
                                                                  70,000,000.00 SanyaWanjia Hotel Management Co.,
Branch
                                                                                Ltd
                                                                                Hotel Villa A, B & C owned by
Chongqing International Trust Co., Ltd                           193,000,000.00 company

                                                        - 51 -
Hainan Pearl River Holding Company Limited                                            Notes on Semi-annual Report 2013

                  Total                                             263,000,000.00


      (4). Guaranteed loan details

                  Lender                               Loan amount                          Mortgagor/mortgage
China construction bank Mudanjiang                                                    Heilongjiang Xinzheng Guarantee
                                                                     98,000,000.00
Branch                                                                                            CO.,Ltd.
                  Total                                              98,000,000.00


      30. Share capital

                                                                                                                Unit: share
                                                           Increment or decrement (+,-)
       Items                Jan 1, 2013      issued                                                       Jun 30, 2013
                                                       Bonus     Surplus
                                              new                               others       subtotal
                                                       issue    converted
                                             shares
      1.    Unlisted
                              1,325,131.00                                                                    1,325,131.00
shares
State owned shares
Other domestic
                              1,325,131.00                                                                    1,325,131.00
shares
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


      31. Capital surplus

                       Items                           Jan 1, 2013        Increment       Decrement       Jun 30, 2013
Capital reserve spill price                           224,960,139.16                                     224,960,139.16
Others capital surplus                                296,986,018.01                                     268,031,095.16
-Including: Old capital surplus converted into        109,300,017.82                                     109,300,017.82
-Changes on fair value of available for sales
                                                      187,686,000.19     9,651,640.95    38,606,563.80   158,731,077.34
financial assets
                       Total                          521,946,157.17     9,651,640.95    38,606,563.80   492,991,234.32


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.


      32. Surplus reserves

                  Items                                Jun 30, 2013                             Jan 1, 2013
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


                                                           - 52 -
Hainan Pearl River Holding Company Limited                                                    Notes on Semi-annual Report 2013


      33. Undistributed profits

                         Items                                               Amounts                  allocation proportion
Non-adjusted ending balance of the year 2011                                   -820,552,991.12
Adjusted opening balance of the year 2012
Add: Net profit attributed to the owners of the
                                                                                -64,455,008.65
parent 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                                      -885,007,999.77


Note: Details of opening balance adjustment refer to ‘Notes II’

      34. Operating income and operating costs

      (1) Operating income

                       Items                                          Jan.–Jun, 2013                      Jan.–Jun, 2012
Main operating business income                                                 105,260,371.31                      106,738,188.00
Other operating business income                                                  1,962,649.82                         1,603,768.20
                       Total                                                   107,223,021.13                      108,341,956.20


      (2) Operating costs

                       Items                                          Jan.–Jun, 2013                      Jan.–Jun, 2012
Main operating business costs                                                   77,050,709.29                        74,091,449.93
Other operating business costs                                                     789,203.16                          877,705.99
                       Total                                                    77,839,912.45                        74,969,155.92


      (3) The details of main operating businesses were as follows according to products:

                                             Jan.–Jun, 2013                                       Jan.–Jun, 2012
        Items                  Main operating              Main operating               Main operating          Main operating
                               business income             business costs               business income         business costs
Real estate sales                    3,036,947.00                   1,664,908.94            22,880,211.00            11,265,104.81
Property
management                          66,975,789.68              59,681,900.63                52,229,168.34            47,199,383.70
services
Tourist hotel
                                    35,247,634.63              15,703,899.72                31,628,808.66            15,626,961.42
services

      (4) The details of main operating businesses were as follows according to regions:

                                      Jan.–Jun, 2013                                            Jan.–Jun, 2012
  Location        Main          operating         Main         operating         Main          operating    Main         operating
                  business income                 business costs                 business income            business costs
Hubei                          3,342,296.00                  1,950,397.51                  23,204,485.40             11,545,548.88

                                                                    - 53 -
Hainan Pearl River Holding Company Limited                                         Notes on Semi-annual Report 2013

Heilongjiang                13,034,764.00          5,970,500.52                 10,655,348.89              5,768,063.03
Hainan                      87,413,512.61         69,113,795.26                 71,616,099.07             56,766,608.22
Shanghai                        1,469,798.70          16,016.00                  1,262,254.64                    11,229.80
Beijing
Total                     105,260,371.31          77,050,709.29                106,738,188.00             74,091,449.93


        35. Operating taxes and extras

                                Items                                Jan.–Jun, 2013               Jan.–Jun, 2012
City construction and maintenance tax                                          375,280.57                       379,196.85
Education fee                                                                  160,834.53                       162,512.93
Business tax                                                                  5,361,151.06                 5,417,097.82
Land value-added tax                                                           247,261.79                  2,557,474.78
Others                                                                         215,759.24                       391,645.17
                                Total                                         6,360,287.19                 8,907,927.55


        36. Operating expenses

                Items                          Jan.–Jun, 2013                               Jan.–Jun, 2012

Payroll expense                                             2,585,706.55                                   1,807,759.95

Hotel operating expense                                           70,683.48                                     710,022.24

Consignment commission charge                                     57,376.00                                     322,782.00

Advertising fees                                                 455,438.35                                     414,620.00

other selling expenses                                      1,437,740.82                                   1,624,473.92

合计                                                        4,606,945.20                                       4,879,658.11


        37. General and administrative expenses

                Items                          Jan.–Jun, 2013                               Jan.–Jun, 2012

Payroll expense                                           14,392,651.97                                   13,497,289.33

Depreciation expense                                      13,089,878.88                                   13,526,583.63

Business entertainment                                      3,995,242.19                                   5,618,596.22

Taxation expenses                                           1,356,446.42                                   1,382,836.82

Other expenses                                            13,906,860.08                                   18,975,286.30

                Total                                     46,741,079.54                                   53,000,592.30


        38. Financial expenses

                        Items                              Jan.–Jun, 2013                       Jan.–Jun, 2012

Interest exchange                                                     36,249,972.87                       30,404,530.84

Less: interest revenue                                                 4,510,235.18                            3,116,505.15

Foreign exchange loss

Less: exchange gain

Others                                                                 9,133,498.33                        1,778,709.57

                                                       - 54 -
Hainan Pearl River Holding Company Limited                                               Notes on Semi-annual Report 2013

                        Total                                            40,873,236.02                           29,066,735.26


        39. Investment income

                                Items                                    Jan.–Jun, 2013                  Jan.–Jun, 2012
Long-term equity investment income accounted by Costs
Method
Long-term equity investment income accounted by Equity
                                                                                    -507,496.07                    -429,464.28
Method
Investment income of disposal Long-term equity
                                                                                                                 18,542,755.18
investment
Dividend income from available for sale financial assets                           3,064,013.00
                                Total                                              2,556,516.93                  18,113,290.90


        40. Impairment Loss of Assets

                     Items                                     Jan.–Jun, 2013                        Jan.–Jun, 2012
Bad debts impairment loss                                                 -1,034,945.13                           -9,117,317.73
Inventories impairment loss
                       Total                                              -1,034,945.13                           -9,117,317.73


        41. Non-operating income

                                  Items                                          Jan.–Jun, 2013           Jan.–Jun, 2012
Gain on disposal of non-current assets                                                    29,888.92                 60,773.50
Gains on debt restructure
Others                                                                                    43,386.68                  12,116.00
                                  Total                                                   73,275.60                 72,889.50

        42. Non-operating expenses

                       Items                                     Jan.–Jun, 2013                        Jan.–Jun, 2012
Loss on disposal of fixed assets                                                    15,533.81
Donation                                                                            10,000.00                      110,000.00
Fine expenditures
Others                                                                              45,773.49                       16,353.94
                       Total                                                        71,307.30                      126,353.94


        43. Income tax

                    Items                                    Jan.–Jun, 2013                          Jan.–Jun, 2012
Income tax this year                                                      175,477.77                              1,777,028.96
Deferred income tax
                    Total                                                 175,477.77                              1,777,028.96


        44. Earnings per share and diluted earnings per share calculation procedure
                                                                                                                   Jan.–Jun,
 Item                                                                   Code                 Jan.–Jun, 2013
                                                                                                                     2012

 Net profits that belong to the common shareholders during               P0                     -64,455,008.65   -37,734,798.44

                                                             - 55 -
Hainan Pearl River Holding Company Limited                                                   Notes on Semi-annual Report 2013

                                                                                                                           Jan.–Jun,
 Item                                                                        Code               Jan.–Jun, 2013
                                                                                                                             2012

 the reporting period

 Extraordinary profits and losses that belong to the common
                                                                               A                       8,424,616.62      21,302,845.34
 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                  -72,879,625.27      -59,037,643.78
 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                 6.00

                                                                     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
                          and losses                                                                    -0.15                -0.09
  Earnings per share after taking off extraordinary profits
                                                                            Y2=P1/S
                          and losses                                                                    -0.17                -0.14
 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
                                                                     Y3=(P0+B1)/(S+C)
 extraordinary profits and losses                                                                       -0.15                -0.09
   Diluted earnings per share after taking off the effect of
                                                                   Y4=(P1+B1+B2)/(S+C)
               extraordinary profits and losses                                                         -0.17                -0.14


        45. Other consolidated income

                        Items                                        Jan.–Jun, 2013                            Jan.–Jun, 2012
Profits and losses generated by available for
                                                                                    -38,606,563.80                      83,946,040.00
sale financial assets
Deduce: income tax impacts caused by
                                                                                     -9,651,640.95                      20,986,510.00
available for sale financial assets


                                                                 - 56 -
Hainan Pearl River Holding Company Limited                                     Notes on Semi-annual Report 2013

                     Items                                 Jan.–Jun, 2013                 Jan.–Jun, 2012
Pre-recorded in other comprehensive income
                                                                                                   10,927,568.41
into net profit or loss
                       Total                                          -28,954,922.85               52,031,961.59


      46. Information of cash flow statement

         (1) Cash received relating to other operating activities

                                     Items                                               Jan.–Jun, 2013
Funds received from Mudanjiang forestry engineering company                                              362,751.34
Utility Bills                                                                                       5,056,515.35
The rent deposit, repair fund                                                                       2,946,921.20
Other monetary exchanges between enterprises                                                        1,838,527.73
Take back provisions                                                                                     102,632.00
Interest income                                                                                            37,348.64
Others                                                                                              2,125,934.45
                                     Total                                                         12,470,630.71


         (2) Cash paid relating to other operating activities

                                               Items                                             Jan.–Jun, 2013
Funds paid to Beijing Kangqiao Yangguang Asset Management Company                                  12,500,000.00
Funds paid to Beijing Kunzhida Advisory Services Limited                                            3,200,000.00
Funds paid to Zhong Shi Investment CO.,Ltd.                                                         1,000,000.00
Other monetary exchanges between enterprises                                                        4,069,441.62
The payment of rent deposit, repair fund etc                                                        1,810,882.54
On behalf of clients to pay Public Utility Fee                                                      4,898,718.15
Other fees                                                                                         14,518,621.93
Provisions payment                                                                                       856,625.86
Other expensives                                                                                    2,751,714.81
                                               Total                                               45,606,004.91


      (3)Cash received relating to other investing activities

                                               Items                                             Jan.–Jun, 2013
Interest income                                                                                      5,647,661.11
                                               Total                                                 5,647,661.11


      (4) Cash received relating to other financing activities

                                   Items                                               Jan.–Jun, 2013
Loans from others                                                                                   1,000,000.00
                                   Total                                                            1,000,000.00



                                                       - 57 -
Hainan Pearl River Holding Company Limited                                      Notes on Semi-annual Report 2013


      (4) Cash paid relating to other financing activities
                                                                                                     Jan.–Jun,
                                                 Items
                                                                                                       2013
Mudanjiang Pearl River Tourism Investment and Development Group Limited paid for financing
                                                                                                     2,700,000.00
collateral charge
Financing consultant charge                                                                          1,939,835.62
Loans overdue penalty                                                                                5,512,500.00
Other finance charges                                                                                3,055,140.00
                                                 Total                                             13,207,475.62


      47. Supplementary information of cash flow statement

      (1) Supplementary information

                                      Items                                    Jan.–Jun, 2013   Jan.–Jun, 2012
1.Reconciliation of net profit to cash flows from operating activities:
Net profit                                                                      -65,780,486.68     -37,081,997.71
Add: Provision for assets impairment                                             -1,034,945.13      -9,117,317.73
Depreciation of fixed assets, production biological assets, petroleum and
                                                                                14,158,387.75      14,579,936.17
natural gas
Amortization of intangible assets                                                  594,498.80         584,381.87
Amortization of long-term prepayments                                             5,925,129.50       1,247,804.01
Losses on disposal of fixed assets, intangible assets and other long-term
                                                                                  -177,845.19        -268,623.60
assets
Losses on scrapping of fixed assets                                                 13,301.71
Losses on fair value change
Financial expenses                                                              35,886,689.11      28,834,593.64
Investment losses                                                                -2,556,516.93     -18,113,290.90
Decrease in deferred income tax assets
Increase in deferred income tax liabilities
Decrease in inventories                                                          -2,027,059.37     10,265,558.68
Decrease in operating receivables                                              132,737,701.82      -23,659,153.37
Increase in operating payables                                                 -161,599,964.58      -2,864,315.62
Others
Net cash flows from operating activities                                        -43,861,109.19     -35,592,424.56
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                                                   55,812,269.33      64,075,389.48
Less: Cash at the beginning of the period                                       65,762,871.33      52,507,843.73
Add: Cash equivalents at the end of the period
Less: Cash equivalents at the beginning of the period


                                                         - 58 -
Hainan Pearl River Holding Company Limited                                            Notes on Semi-annual Report 2013

                                         Items                                       Jan.–Jun, 2013       Jan.–Jun, 2012
Net increase in cash and cash equivalents                                              -9,950,602.00         11,567,545.75


     (2) Cash and cash equivalents

                                 Items                                    Jan.–Jun, 2013               Jan.–Jun, 2012
1. Cash                                                                           55,812,269.33              65,762,871.33
Including: Cash on hand                                                             515,406.33                  1,343,203.42
     Bank deposit paid at any time                                                55,103,676.59              64,325,194.75
     Other monetary funds paid at any time                                          193,186.41                    94,473.16
2. cash equivalents
3. Cash and cash equivalents at the end of year                                   55,812,269.33              65,762,871.33

VI. Related party relationship and transactions
1. Parent company and ultimate controller:
                                                                    Relationship                                    Voting
                      Registered    Organization     Principal                        Registered    Holding
     Name                                                           with the                                        rights
                       address         code          operating                         capital     proportion
                                                                     Company                                      proportion
Beijing Wangfa
                                                    Real estate      The first          280
Real       Estate
                       Beijing      60003715-7     development        largest          million      26.36%         26.36%
Development
                                                   and operation    shareholder        Yuan
Holdings Co., Ltd


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
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

     In May 2013, the company obtained five months period loans of 230 million from Beijing

     Xinxing Real Estate Development corporation with 29,750,000 shares of Southwest

     Securities(SH.600369) shares as collateral. The annual rate is 7%. The company had the cash to

     repay loans 210 million and interest owe to Chongqing International Trust Co., LTD.


                                                           - 59 -
Hainan Pearl River Holding Company Limited                                 Notes on Semi-annual Report 2013


        By June 30, 2013, 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

        338,967,912.90 Yuan with RMB 36,900,358.25 Yuan 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 RMB26,448,824.86 Yuan.

        By June 30, 2013, the total amount of loan principal that Beijing Xinxing Real Estate

        Development corporation has been made to Sanya Wanjia Hotel Management Co., Ltd has a

        balance of RMB 32,030,000.00 Yuan with RMB31,242,167.96 Yuan of interest payable on

        balance. The total amount of loan principal that Beijing Wanfa Real Estate Development

        corporation has been made to Sanya Wanjia Hotel Management Co., Ltd has a balance of RMB

        19,700,000.00 Yuan with interest payable on balance of RMB 10,172,892.08 Yuan.

        For the loans listed between related parties, the total amount of interest expensed carried for this

        reporting period was RMB 7,775,255.76 Yuan with interest payable on balance of RMB

        104,764,243.15 Yuan. The interest rate for the loans listed above is based on the People’s Bank

        of China’s 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, 2013              Jan 1, 2013
Other        Beijing ZhongjiaYangguang energy
payables:    technology (group) Co., Ltd.                              1,578,068.58             1,113,268.02
             Beijing Xinxing Real Estate Development
             Company                                                 370,997,912.90          140,997,912.90
             Beijing Wangfa Real Estate Development
             Holdings Co., Ltd                                        81,725,000.00           81,725,000.00
             Beijing YulongJisheng Real Estate
             Development Co., Ltd.                                     1,500,000.00             1,500,000.00
Interest     Beijing Wangfa Real Estate Development
payable:     Holdings Co., Ltd.                                       36,621,716.94           34,239,791.95
             Beijing Xinxing Real Estate Development
             Company                                                  68,142,526.21           62,749,195.44
Total                                                                560,565,224.63          322,325,168.31




VII. Contingent events
   Other guarantee issues please refer to Note.V.19.

VIII. Commitments
   Nothing need to disclose.


                                                       - 60 -
Hainan Pearl River Holding Company Limited                                                                 Notes on Semi-annual Report 2013


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’s financial statements
        1. Accounts receivable

        (1) Detailed information

                                                    Jun 30, 2013                                                    Jan 1, 2013
        Items                                     Proportio                       Bad debt                      Proporti                      Bad debt
                                  Balance             n           Bad debts        ratio          Balance         on         Bad debts         ratio
                                                     (%)                            (%)                           (%)                           (%)
   1 Individual with
                                                                                                7,761,707.60       64.77    7,761,707.60        100.00
   significant amount            7,761,707.60         58.25      7,761,707.60         100.00
   2 Bad debt accounted by
      the combinations
Age Combinations                 3,664,694.67                      589,045.46
                                                      27.50                            16.07    2,915,410.87       23.18       574,059.78         19.69
Combined Subtotal                3,664,694.67                      589,045.46
                                                      27.50                            16.07    2,915,410.87       23.18       574,059.78         19.69
   3 Other unimportant
                                 1,898,690.60                    1,898,690.60
   receivables                                        14.25                           100.00    1,898,690.60       15.10    1,898,690.60        100.00
Total
                                13,325,092.87        100.00 10,249,443.66                      12,575,809.07      100.00 10,234,457.98



        (2) Age analysis

                                             Jun 30, 2013                                                       Jan 1, 2013
          Age                                                    Bad Debts
                                  Amounts                                                      Amounts                     Bad Debts Provision
                                                                 Provision
 Within 1 year                          2,304,587.25                   62.89                               46,091.75                  1,555,303.45
   1 to 2 years                          100,000.00                        2.73                             5,000.00                       100,000.00
   2 to 3 years                          100,000.00                        2.73                            10,000.00                       100,000.00
   3 to 4 year                           106,000.00                        2.89                            21,200.00                       106,000.00
   4 to 5 years                          101,500.00                        2.77                            30,450.00                       101,500.00
   5 years and more                      952,607.42                    25.99                           476,303.71                          952,607.42
          Total                         3,664,694.67                  100.00                           589,045.46                     2,915,410.87


        2. Other receivables

        (1) Detailed information

                                                  Jun 30, 2013                                                       Jan 1, 2013

          Items                                                                                                                                  Bad
                                               Proportio                        Bad debt                          Propo
                                                                                                                                                 debt
                              Balance              n           Bad debts         ratio           Balance          rtion        Bad debts
                                                                                                                                                 ratio
                                                  (%)                             (%)                              (%)
                                                                                                                                                  (%)
1. Individual with
significant                  24,978,380.89         4.00       24,978,380.89       100.00        77,278,380.89     12.70       34,477,855.47       44.62
amount
2. Bad debt accounted by
the
combinations
Age Combinations           295,838,220.46         47.40       12,084,012.65         4.08       292,350,649.61     48.04       12,815,010.44        4.38

In scope of consolidated
                           299,278,786.02         47.95                                        233,952,547.64     38.44
statements

                                                                      - 61 -
 Hainan Pearl River Holding Company Limited                                                                Notes on Semi-annual Report 2013

 subtotal                       595,117,006.48        95.35      12,084,012.65          2.03    526,303,197.25     86.48       12,815,010.44           2.43

 3. Other unimportant
                                  4,025,845.72         0.65       3,963,362.46         98.45      5,010,884.80      0.82        3,976,838.29          79.36
  receivables

              Total             624,121,233.09          100      41,025,756.00                  608,592,462.94      100        51,269,704.20




            (2) Aging analysis

                                                     Jun 30, 2013                                                   Jan 1, 2013

               Age                         Amounts                                                         Amounts
                                                                               Bad Debt                                                      Bad Debt
                                                              Ratio            Provision                                   Ratio             Provision
                                      Amounts                                                       Amounts
                                                               (%)                                                         (%)
 Within 1 year                    110,366,533.58               37.31       2,206,011.29            80,231,301.62            27.44           1,604,626.03
     1 to 2 years                 175,091,258.54               59.18       8,754,562.93          201,738,919.65             69.01          10,086,945.98
     2 to 3 years                    10,166,939.34              3.44       1,016,693.93            10,166,939.34                            1,016,693.93
     3 to 4 year
     4 to 5 years
     5 years and more                   213,489.00              0.07           106,744.50                213,489.00           0.07           106,744.50
              Total               295,838,220.46              100.00      12,084,012.65          292,350,649.61            100.00          12,815,010.44


            3. Long-term equity investment
                                                                                                                 Percentage    Percentage
                                        Initial
                           Accounting                         Beginning          Increase or   Ending            of equity     of vote         Impairment
       Name                             investment
                           Method                             Balance            decrease      Balance           interest      right           loss provision
                                        Cost
                                                                                                                 (%)         (%)
Hainan Pearl River
                             Cost
Property & Hotel                           4,900,000.00         4,900,000.00                     4,900,000.00       98               98
                            Method
Management Co., Ltd.
Sanya Wanjia Hotel          Equity
                                        120,000,000.00        120,000,000.00                   120,000,000.00       100              100
Management Co., Ltd.        Method
Sanya Wanjia Enterprises     Cost
                                          40,000,000.00        36,496,882.74     -500,517.07    35,996,365.67       40               40
Holding Co., Ltd.           Method
Hubei Pearl River Real
Estate Development Co.,      Cost
                                          57,200,000.00        57,200,000.00                    57,200,000.00       88               88
Ltd.                        Method

Hainan Pearl River
Enterprises Holding Co.,     Cost
                                          40,000,000.00        40,000,000.00                    40,000,000.00       100              100       40,000,000.00
Ltd. Shanghai Real          Method
Estate Co.
Beijing Jiubo Culture        Cost
                                           5,000,000.00         5,000,000.00                     5,000,000.00       100              100
Development Co., Ltd.       Method
Mudanjiang Pearl River
                             Cost
Hotel Management Co.,                     60,000,000.00        60,000,000.00                    60,000,000.00       100              100
                            Method
Ltd.
Hainan Pearl River           Cost
                                            426,315.00           426,315.00                       426,315.00        1.33           1.33
Guanzhuang Co., Ltd         Method
Hainan Tongsheng Ports       Cost
                                           6,000,000.00         6,000,000.00                     6,000,000.00       15               15         6,000,000.00
Co., Ltd                    Method
Hainan Chamber of            Cost
                                            500,000.00           500,000.00                       500,000.00        6.67           6.67           500,000.00
Commerce                    Method
Network Science and
                             Cost
Technology Investment                     10,000,000.00        10,000,000.00                    10,000,000.00       10               10        10,000,000.00
                            Method
Co.
Hainan Huadi Pearl River
                             Cost
Foundation Engineering                      160,000.00           160,000.00                       160,000.00         2                2
                            Method
Co., Ltd.
Guangzhou Pearl River
                             Cost
Investment Management                     18,177,240.29        18,177,240.29                    18,177,240.29       9.48           9.48         7,352,245.39
                            Method
Co., Ltd
Hainan Nanyang
                             Cost
Shipping Industrial                        1,680,000.00         1,680,000.00                     1,680,000.00                                   1,680,000.00
                            Method
Company Limited
Hebei zhengshiqinghui
                             Cost
Real Estate Development                      5,100,000.00       5,100,000.00                     5,100,000.00       51               51
Co., Ltd.                   Method

            Total                          369,143,555.29     365,640,438.03     -500,517.07   365,139,920.96                                    65,532,245.39




                                                                          - 62 -
Hainan Pearl River Holding Company Limited                                           Notes on Semi-annual Report 2013


     4. Operating income and operating costs

     (1) Operating income

                     Items                                 Jan.–Jun, 2013                         Jan.–Jun, 2012
Main operating business income
Other operating business income                                            581,744.40                            579,338.20
                     Total                                                 581,744.40                            579,338.20


     (2) Operating costs

                     Items                                 Jan.–Jun, 2013                         Jan.–Jun, 2012
Main operating business costs
Other operating business costs                               177,796.80                             177,796.80
                     Total                                   177,796.80                             177,796.80


     5. Investment income

                                    Items                                        Jan.–Jun, 2013          Jan.–Jun, 2012
Income from cost accounting method investment                                                                92,400,000.00
Income from equity accounting method investment                                     -500,517.07                 -429,464.28
Income from disposal sellable financial assets                                                               18,542,755.18
Dividend income from available for sale financial assets                            3,064,013.00
                                    Total                                           2,563,495.93            110,513,290.90


     6. Supplementary information of cash flow statement

                                       Items                                            Jan.–Jun, 2013     Jan.–Jun, 2012

1.Reconciliation of net profit to cash flows from operating activities:

Net profit                                                                              -27,448,612.76       87,358,126.84

Add: Provision for assets impairment                                                    -10,228,962.52        -3,276,546.96

Depreciation of fixed assets, production biological assets, petroleum and natural
                                                                                         1,036,018.78          1,095,111.06
gas

Amortization of intangible assets                                                            23,831.82            23,831.82

Amortization of long-term prepayments                                                    4,832,342.64

Losses on disposal of fixed assets, intangible assets and other long-term assets

Losses on scrapping of fixed assets

Losses on fair value change

Financial expenses                                                                      24,807,495.67        16,000,625.80

Investment losses                                                                        -2,563,495.93     -110,513,290.90



                                                         - 63 -
Hainan Pearl River Holding Company Limited                                                Notes on Semi-annual Report 2013

                                         Items                                             Jan.–Jun, 2013   Jan.–Jun, 2012

Decrease in deferred income tax assets

Increase in deferred income tax liabilities

Decrease in inventories

Decrease in operating receivables                                                           60,245,837.86      5,854,963.42

Increase in operating payables                                                              -8,654,431.12       -487,611.84

Others                                                                                               0.00

Net cash flows from operating activities                                                    42,050,024.44     -3,944,790.76

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                                                                  959,747.89     12,257,715.18

Less: Cash at the beginning of the period                                                    2,641,297.45        515,955.59

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                                                   -1,681,549.56     11,741,759.59


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 “-”):

                                                                                                                Jan.–Jun,
                                                    Items
                                                                                                                  2013
Profit and loss on disposal of non-current assets                                                                 14,355.11
Fund occupation fee from non-financial enterprises included in the current profit and loss                     5,352,253.44
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
Others non-operating income and expenses excluded as above                                                       -12,386.81
Other non-operating income and costs                                                                           3,064,013.00
Income tax impact                                                                                                  -4,195.63
Equity impacts of minority interests                                                                               -2,186.25
                                                    Total                                                      8,424,616.62


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Hainan Pearl River Holding Company Limited                                                  Notes on Semi-annual Report 2013


         2. Earnings per share

                                                                                 Earnings per share
              Profit of this year                         Basic earnings per share                Diluted earnings per share
                                                     Jan.–Jun, 2013      Jan.–Jun, 2012    Jan.–Jun, 2013    Jan.–Jun, 2012
Net profit attributable to common
                                                          -0.15                -0.09               -0.15             -0.09
shareholders
Net profit excluding non-recurring Profit
and Loss attributable to common                           -0.17                -0.14               -0.17             -0.14
shareholders

  3 Abnormal issues and its related explanations for major accounting statements

       (1) Balance sheet
                                                                  Rate of
Item                   Jun 30, 2013         Jan 1, 2013                        Explanations
                                                                  change
                                                                              Increased Property services and hotel revenue
Receivables
                         17,279,796.94         9,889,336.96            74.73% from subsidiaries
Dividends                                                                     Declaration of dividends from Southwest
receivable                3,235,015.00           260,015.00        1144.16% Securities CO.,LTD.
Other current                                                                 The subsidiary purchase collective fund trust
assets                    3,000,000.00                              100.00% plans
                                                                              Return loans from Chongqing International
Short-term loans
                          1,000,000.00       210,000,000.00         -99.52% Trust Company

Other payables         676,950,850.28        379,871,030.04            78.21% Obtain loans from others

Taxes payable            -1,279,122.86         2,205,732.91        -157.99% To pay the relevant taxes

       (2) Income statement
                                                                               Rate of
Item                        Jan.–Jun, 2013            Jan.–Jun, 2012                       Explanations
                                                                               change
Financial expenses                  40,873,236.02           29,066,735.26         40.62% Increased financing fees
Loss of devaluation of
                                     -1,034,945.13          -9,117,317.73         88.65% Withdraw the accounts receivable
assets
                                                                                         Disposal of available for sale
Investment income                    2,556,516.93           18,113,290.90        -85.89%
                                                                                         financial assets in prior year
Other comprehensive                                                                      Disposal of available for sale
                                    -28,954,922.85          52,031,961.59       -155.65%
income                                                                                   financial assets in prior year
Net cash flows from
                                    47,611,556.13           60,478,463.75        -21.28% Decrease 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 26

2013

Based on the Articles of Association, the financial statements would be submitted to General

Conference of Shareholders.


                                                                   Hainan Pearl River Holding Company Limited
                                                                                                August 28,2013



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Hainan Pearl River Holding Company Limited                    Notes on Semi-annual Report 2013




Legal representative:              Accounting Supervisor:   Chief Accountant:
Signature:                           Signature:              Signature:
Date:                                Date:                     Date:




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