Abstract of the Report for the Third Quarter of 2013 of HaiNan Pearl River Holdings Co., Ltd. Stock Code: 000505, 200505 Stock Abbr.: *STZJ, *STZJB Announcement No.: 2013-032 HaiNan Pearl River Holdings Co., Ltd. Abstract of the Report for the Third Quarter of 2013 1 Abstract of the Report for the Third Quarter of 2013 of HaiNan Pearl River Holdings Co., Ltd. Section I. Important Reminders The Board of Directors, the Supervisory Committee as well as all directors, supervisors and senior management staff of XXX Co., Ltd. (hereinafter referred to as “the Company”) warrant that this report is factual, accurate and complete without any false record, misleading statement or material omission. And they shall be jointly and severally liable for that. All directors attended the board session for reviewing this report. Zheng Qing, company principal, Chen Binglian, chief of the accounting work, and Yang Daoliang, chief of the accounting organ (chief of accounting), hereby confirm that the financial statements enclosed in this report are factual, accurate and complete. This report is prepared in both Chinese and English. Should there be any discrepancy between the two versions, the Chinese version shall prevail. 2 Abstract of the Report for the Third Quarter of 2013 of HaiNan Pearl River Holdings Co., Ltd. Section II. Financial Highlights & Change of Shareholders I. Major accounting data and financial indexes 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 31 Dec. 2012 Increase/decrease (%) 30 Sept. 2013 Before adjustment After adjustment After adjustment Total assets (RMB Yuan) 1,436,266,260.28 1,424,764,273.52 1,424,764,273.52 0.81% Net assets attributable to shareholders of the Company 141,237,729.67 237,625,634.44 237,625,634.44 -40.56% (RMB Yuan) YoY increase/decrease YoY increase/decrease Jul.-Sept. 2013 Jan.-Sept. 2013 (%) (%) Operating revenues (RMB Yuan) 47,202,742.92 14.03% 154,425,764.05 3.13% Net profit attributable to shareholders of the Company -34,001,104.90 17.17% -98,456,113.55 -24.97% (RMB Yuan) Net profit attributable to shareholders of the Company after -43,085,186.74 -3.94% -115,964,812.01 -15.4% extraordinary gains and losses (RMB Yuan) Net cash flows from operating -- -- -64,788,775.13 7.65% activities (RMB Yuan) Basic EPS (RMB Yuan/share) -0.08 20% -0.23 -27.78% Diluted EPS (RMB Yuan/share) -0.08 20% -0.23 -27.78% Weighted average ROE (%) -23.82% -11.96% -51.97% -28.72% Items and amounts of extraordinary gains and losses √Applicable □Inapplicable Unit: RMB Yuan Item Amount as of Jan.-Sept. 2013 Note Gains/losses on the disposal of non-current assets (including the 179,405.31 offset part of asset impairment provisions) Capital occupation charges on non-financial enterprises that 5,671,854.08 recorded into current gains and losses Gain/loss on debt restructuring 5,644,350.59 3 Abstract of the Report for the Third Quarter of 2013 of HaiNan Pearl River Holdings Co., Ltd. Other non-operating income and expenses other than the above 2,993,612.32 Other gain/loss items that meet the definition of an extraordinary 3,064,013.00 gain/loss Less: Income tax effects 33,805.90 Minority interests effects (after tax) 10,730.94 Total 17,508,698.46 -- Explain the reasons if the Company classifies an item as an extraordinary gain/loss according to the definition in the Explanatory Announcement No. 1 on Information Disclosure for Companies Offering Their Securities to the Public?Extraordinary Gains and Losses, or classifies any extraordinary gain/loss item mentioned in the said explanatory announcement as a recurrent gain/loss item □ Applicable √ Inapplicable II. Total number of shareholders at the period-end and shares held by the top ten shareholders Unit: share Total number of shareholders at the 38,713 period-end Shares held by the top ten shareholders Number of the Pledged or frozen shares Name of Nature of Shareholding Number of the restricted shares shareholder shareholder percentage (%) shares held Status of shares Number of shares held Beijing Wanfa Real Estate State-owned 26.36% 112,479,478 0 Pledged 20,000,000 Development corporation Co., Ltd. Domestic natural Zhang Xiaoxia 0.46% 1,949,250 0 person Domestic natural Chen Mingwei 0.43% 1,827,900 0 person Domestic natural Hu Zhengxiu 0.43% 1,827,000 0 person Domestic natural Zeng Ping 0.41% 1,750,000 0 person Domestic natural Ou Lei 0.35% 1,500,000 0 person Domestic natural Li Hong 0.33% 1,400,500 0 person Song Jing Domestic natural 0.32% 1,356,799 0 4 Abstract of the Report for the Third Quarter of 2013 of HaiNan Pearl River Holdings Co., Ltd. person Domestic Nanhua Finance non-state-owned 0.3% 1,299,500 1,299,500 Co., Ltd. corporation Domestic natural Sheng Fubo 0.28% 1,192,095 0 person Shares held by the top ten non-restricted share holders Type of shares Name of shareholder Number of non-restricted shares held Type Number Beijing Wanfa Real Estate RMB ordinary 112,479,478 112,479,478 Development Co., Ltd. shares Domestically Zhang Xiaoxia 1,949,250 listed foreign 1,949,250 shares Domestically Chen Mingwei 1,827,900 listed foreign 1,827,900 shares RMB ordinary Hu Zhengxiu 1,827,000 1,827,000 shares RMB ordinary Zeng Ping 1,750,000 1,750,000 shares RMB ordinary Ou Lei 1,500,000 1,500,000 shares RMB ordinary Li Hong 1,400,500 1,400,500 shares RMB ordinary Song Jing 1,356,799 1,356,799 shares Domestically Sheng Fubo 1,192,095 listed foreign 1,192,095 shares RMB ordinary Xu Zhen 1,159,300 1,159,300 shares Among shareholders above, there exists no related-party relationship between the principal Explanation on associated shareholder and other shareholders of the Company. Nor they are parties with concerted relationship or persons acting in action as prescribed in the Information Disclosure Administrative Methods for Changes in concert among the above-mentioned Shareholding of Shareholders of Listed Companies. And it is unknown whether there is shareholders related-party relationship among other shareholders and whether they are prescribed parties with concerted action. Shareholders taking part in margin Naught 5 Abstract of the Report for the Third Quarter of 2013 of HaiNan Pearl River Holdings Co., Ltd. financing and securities lending (if any) Did any shareholder of the Company carry out an agreed buy-back in the reporting period? □ Yes √ No 6 Report for the Third Quarter of 2013 of HaiNan Pearl River Holdings Co., Ltd. Section III. Significant Events I. Major changes of main accounting statement items and financial indicators in the reporting period, as well as reasons for the changes 1. Financial statement item Item Increase/decrease 30 Sept. 2013 31 Dec. 2012 Main reason for the change (%) Accounts 17,370,512.29 9,889,336.96 75.65% Mainly due to the income of the property service receivable and the hotel revenues of the subsidiary increased, which led accounts payable increased correspondingly. Short-term loans - 210,000,000.00 -100.00% Due to the short-term loans which had returned to Chongqing International Trust Co., Ltd. Taxes payable -1,028,383.07 2,205,732.91 -146.62% Due to the payment of the taxes and so on. Other accounts 701,211,935.09 379,871,030.04 84.59% Mainly due to the borrowed funds from other payable enterprises increased. Non-current 228,000,000.00 28,000,000.00 714.29% Loans from Chongqing International Trust Co., Ltd. liabilities due will due within 1 year. within 1 year Long-term loans 132,000,000.00 341,000,000.00 -61.29% Loans from Chongqing International Trust Co., Ltd. will due within 1 year. 2. Income statement and cash flow statement Item Jan.-Sep. Jan.- Sep. 2012 Increase/decrease Main reason for the change 2013 (%) Financial expenses 65,346,919.03 47,616,946.88 37.23% Mainly due to the raising funds increased. Assets impairment -1,475,764.86 -8,082,061.18 81.74% Mainly due to the recover part of the current loss payment of the reversal of bad debts provision decreased. Investment gains 2,355,087.76 17,854,565.89 -86.81% Mainly due to the transfer of parts of Xinan Securities shares of last period, and there’s no such situation in this period. Non-operating 8,892,795.37 171,828.34 5075.40% Mainly due to the gains on restructuring of de income bt with Construction Bank and the default com pensation of the original Longzhu Three Projec t. Income tax expenses 208,612.05 1,872,560.35 -88.86% Mainly due to the profits from the subsidiary?Hubei Pearl River Real Estate Development Co., Ltd. decreased. 7 Report for the Third Quarter of 2013 of HaiNan Pearl River Holdings Co., Ltd. Gains and losses of -2,808,509.35 -184,402.81 -1423.03% Mainly due to the profits from the minority subsidiary?Hubei Pearl River Real Estate shareholders Development Co., Ltd. decreased. Other comprehensive 2,068,208.78 10,611,681.59 -80.51% Mainly due to the transfer of parts of Xinan income Securities shares of last period, and there’s no such situation in this period. Net cash flows from -5,094,222.55 -64.689,197.79 92.13% Mainly due to the cash payment of the purchase of investing activities the fixed assets and so on decreased compared to the same period of last period. Net cash flows from 62,907,979.91 232,678,551.25 -72.96% Mainly due to the cash received from the loans financing activities decreased compared to the same period of last period. II. Progress and influence of significant events, as well as the analysis and explanation on solutions Index to the relevant announcement Overview of the significant event Date of disclosure disclosed on the website Process of Longzhu Three Projects: 22 Aug. 2013, the Company had a quadripartite agreement, Supplementary Agreement on Executing the Center Project--the Original Sixth Agreement of Haikou Visun, with Haikou Visun Real Estate Development Co., Ltd., Haikou Visun Binhai Construction Co., Ltd., Hainan Visun Real Estate Group Co., Ltd.. Visun Company paid the Company eco nomic compensation with the amount of China Securities Journal, Hong Kong T RMB 3 million because of the delaye a Kung Pao and http//www.cninfo.com.c 24 Aug. 2013 d construction. At the same time, Visun n on 10 Apr., 26 May, 18 Jun. in 201 Company promised to promote the pla 0, 22 Nov. 2011 and 24 Aug. 2013. nning approval process of the center pr oject of Visun as well as to start the c omprehensive construction after meeting with the construction conditions as soo n as possible, and try hard to gain the permit for presale for the center proje ct of Visun. The project insured the Co mpany for avoiding the losses that due to the possible delayed construction ag ain. 8 Report for the Third Quarter of 2013 of HaiNan Pearl River Holdings Co., Ltd. III. Commitments made by the Company or shareholders holding over 5% of the Company’s shares in the reporting period or such commitments carried down into the reporting period □ Applicable √ Inapplicable IV. Predict the 2013 annual operating results Warnings of possible loss or large-margin change of the accumulated net profit made during the period from the beginning of the year to the end of the next reporting period compared with the same period of the last year according to prediction, as well as explanations on the reasons □Applicable √Inapplicable V. Securities investment Sharehold Sharehold Initial Number Number Closing Gain/loss ing ing investme of shares of shares book for report Variety of Code of Name of percentag percentag Accounti Source of nt cost held at held at value period securities securities securities e at e at ng title stock (RMB period-be period-en (RMB (RMB period-be period-en Yuan) gin d Yuan) Yuan) gin d Financial Direct Southwest 150,000,0 30,640,13 30,640,13 235,009,7 assets Shares 600369 1.32% 1.32% 0.00 admissio Securities 00.00 0 0 97.10 available- n for-sale 150,000,0 30,640,13 30,640,13 235,009,7 Total -- -- 0.00 -- -- 00.00 0 0 97.10 Shareholdings in other listed companies □Applicable √Inapplicable VI. Investments in derivatives □Applicable √Inapplicable VII. Researches, visits and interviews received in the reporting period Main discussion and Time of reception Place of reception Way of reception Visitor type Visitor materials provided by the Company Put forward advice for the Securities Telephone Company, and had record it 5 Jul. 2013 Individual Individual investor department Communication as well as reported to board of directors. 9 Report for the Third Quarter of 2013 of HaiNan Pearl River Holdings Co., Ltd. Inquire of the published t Securities Telephone ime of the earnings prean 9 Jul. 2013 Individual Individual investor department Communication nouncement and had repli ed. Coal Project of Mulin Town and Iron Ore Project of Securities Telephone 12 Jul. 2013 Individual Individual investor Yunxi: had replied and department Communication offered published information. Know of the process of Securities 12 Aug. 2013 Written inquiries Individual Individual investor Visun Project, and had department replied. Process of the New Residential Project of 13 Aug. 2013 Individual Individual investor Individual Individual investor Nanluoling Village, Dahe Town, Luquan, Hebei, and had replied Securities Telephone Inquire of the company 20 Aug. 2013 Individual Individual investor department Communication performance. Securities Telephone Inquire of the development 23 Sep. 2013 Individual Individual investor department Communication prospect of the Company. Securities Telephone Know of the operation 24 Sep. 2013 Individual Individual investor department Communication situation of the Company. Put forward advice for the Securities Telephone Company, and had record it 24 Sep. 2013 Individual Individual investor department Communication as well as reported to board of directors. HaiNan Pearl River Holdings Co., Ltd. 24 Oct. 2013 10