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. Report for the Third Quarter of 2013 1 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 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 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 State-owned Real Estate 26.36% 112,479,478 0 Pledged 20,000,000 corporation Development 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 Domestic natural Song Jing 0.32% 1,356,799 0 person Nanhua Finance Domestic 0.3% 1,299,500 1,299,500 4 Report for the Third Quarter of 2013 of HaiNan Pearl River Holdings Co., Ltd. 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 financing and securities lending (if Naught any) Did any shareholder of the Company carry out an agreed buy-back in the reporting period? □ Yes √ No 5 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. 6 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. 7 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. 8 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 9 Report for the Third Quarter of 2013 of HaiNan Pearl River Holdings Co., Ltd. Section IV. Financial Statements I. Financial statements 1. Consolidated balance sheet Prepared by HaiNan Pearl River Holdings Co., Ltd. Unit: RMB Yuan Item Closing balance Opening balance Current Assets: Monetary funds 58,787,853.56 65,762,871.33 Settlement reserves Intra-group lendings Transactional financial assets Notes receivable Accounts receivable 17,370,512.29 9,889,336.96 Accounts paid in advance 173,594,989.13 148,283,887.61 Premiums receivable Reinsurance premiums receivable Receivable reinsurance contract reserves Interest receivable Dividend receivable 260,015.00 260,015.00 Other accounts receivable 313,700,302.41 314,281,649.69 Financial assets purchased under agreements to resell Inventories 111,169,943.97 109,749,172.81 Non-current assets due within 1 year Other current assets 3,000,000.00 Total current assets 677,883,616.36 648,226,933.40 Non-current assets: Loans by mandate and advances granted Available-for-sale financial assets 276,373,972.60 273,616,360.90 Held-to-maturity investments 10 Report for the Third Quarter of 2013 of HaiNan Pearl River Holdings Co., Ltd. Long-term accounts receivable Long-term equity investment 50,049,791.10 50,758,716.34 Investing property 24,274,063.96 25,308,707.14 Fixed assets 317,234,405.53 334,321,547.26 Construction in progress 38,791,384.28 34,908,625.06 Engineering materials 606,206.60 606,206.60 Disposal of fixed assets Production biological assets Oil-gas assets Intangible assets 30,916,300.94 31,636,550.86 R&D expense Goodwill Long-term deferred expenses 20,136,518.91 25,380,625.96 Deferred income tax assets Other non-current assets Total of non-current assets 758,382,643.92 776,537,340.12 Total assets 1,436,266,260.28 1,424,764,273.52 Current liabilities: Short-term borrowings 210,000,000.00 Borrowings from Central Bank Customer bank deposits and due to banks and other financial institutions Intra-group borrowings Transactional financial liabilities Notes payable Accounts payable 19,307,946.77 20,503,123.52 Accounts received in advance 19,329,405.64 19,033,810.90 Financial assets sold for repurchase Handling charges and commissions payable Employee’s compensation payable 8,527,484.11 9,181,755.84 Tax payable -1,028,383.07 2,205,732.91 Interest payable 122,908,293.74 112,552,231.11 Dividend payable 3,213,302.88 3,213,302.88 Other accounts payable 701,211,935.09 379,871,030.04 11 Report for the Third Quarter of 2013 of HaiNan Pearl River Holdings Co., Ltd. Reinsurance premiums payable Insurance contract reserves Payables for acting trading of securities Payables for acting underwriting of securities Non-current liabilities due within 1 228,000,000.00 28,000,000.00 year Other current liabilities Total current liabilities 1,101,469,985.16 784,560,987.20 Non-current liabilities: Long-term borrowings 132,000,000.00 341,000,000.00 Bonds payable Long-term payables Specific payables Estimated liabilities Deferred income tax liabilities 48,290,592.27 47,601,189.35 Other non-current liabilities Total non-current liabilities 180,290,592.27 388,601,189.35 Total liabilities 1,281,760,577.43 1,173,162,176.55 Owners’ equity (or shareholders’ equity) Paid-up capital (or share capital) 426,745,404.00 426,745,404.00 Capital reserves 524,014,365.95 521,946,157.17 Less: Treasury stock Specific reserves Surplus reserves 109,487,064.39 109,487,064.39 Provisions for general risks Retained profits -919,009,104.67 -820,552,991.12 Foreign exchange difference Total equity attributable to owners of 141,237,729.67 237,625,634.44 the Company Minority interests 13,267,953.18 13,976,462.53 Total owners’ (or shareholders’) equity 154,505,682.85 251,602,096.97 Total liabilities and owners’ (or 1,436,266,260.28 1,424,764,273.52 shareholders’) equity 12 Report for the Third Quarter of 2013 of HaiNan Pearl River Holdings Co., Ltd. Legal representative: Zheng Qing Person-in-charge of the accounting work: Chen Binglian Chief of the accounting division: Yang Daoliang 2. Balance sheet of the Company Prepared by HaiNan Pearl River Holdings Co., Ltd. Unit: RMB Yuan Item Closing balance Opening balance Current Assets: Monetary funds 7,226,421.54 2,641,297.45 Transactional financial assets Notes receivable Accounts receivable 2,968,429.08 2,341,351.09 Accounts paid in advance 50,300,000.00 50,196,666.00 Interest receivable Dividend receivable 260,015.00 260,015.00 Other accounts receivable 594,298,369.78 557,322,758.74 Inventories 4,824,035.45 4,824,035.45 Non-current assets due within 1 year Other current assets Total current assets 659,877,270.85 617,586,123.73 Non-current assets: Available-for-sale financial assets 276,373,972.60 273,616,360.90 Held-to-maturity investments Long-term accounts receivable Long-term equity investment 299,436,895.40 300,108,192.64 Investing property 7,366,586.48 7,593,413.93 Fixed assets 16,278,268.98 17,446,366.12 Construction in progress Engineering materials Disposal of fixed assets Production biological assets Oil-gas assets Intangible assets 1,517,292.87 1,553,040.60 R&D expense 13 Report for the Third Quarter of 2013 of HaiNan Pearl River Holdings Co., Ltd. Goodwill Long-term deferred expenses 11,953,441.04 16,324,363.64 Deferred income tax assets Other non-current assets Total of non-current assets 612,926,457.37 616,641,737.83 Total assets 1,272,803,728.22 1,234,227,861.56 Current liabilities: Short-term borrowings 210,000,000.00 Transactional financial liabilities Notes payable Accounts payable 2,482,949.70 2,482,949.70 Accounts received in advance 130,680.00 59,400.00 Employee’s compensation payable 468,881.71 546,010.23 Tax payable -1,336,435.64 -1,615,110.81 Interest payable 89,566,938.50 81,573,212.53 Dividend payable 3,213,302.88 3,213,302.88 Other accounts payable 554,182,620.91 295,396,790.14 Non-current liabilities due within 1 197,000,000.00 year Other current liabilities Total current liabilities 845,708,938.06 591,656,554.67 Non-current liabilities: Long-term borrowings 178,000,000.00 Bonds payable Long-term payables Specific payables Estimated liabilities Deferred income tax liabilities 47,492,201.50 46,802,798.58 Other non-current liabilities Total non-current liabilities 47,492,201.50 224,802,798.58 Total liabilities 893,201,139.56 816,459,353.25 Owners’ equity (or shareholders’ equity) Paid-up capital (or share capital) 426,745,404.00 426,745,404.00 Capital reserves 527,030,705.49 524,962,496.71 14 Report for the Third Quarter of 2013 of HaiNan Pearl River Holdings Co., Ltd. Less: Treasury stock Specific reserves Surplus reserves 109,487,064.39 109,487,064.39 Provisions for general risks Retained profits -683,660,585.22 -643,426,456.79 Foreign exchange difference Total owners’ (or shareholders’) equity 379,602,588.66 417,768,508.31 Total liabilities and owners’ (or 1,272,803,728.22 1,234,227,861.56 shareholders’) equity Legal representative: Zheng Qing Person-in-charge of the accounting work: Chen Binglian Chief of the accounting division: Yang Daoliang 3. Consolidated income statement for the reporting period Prepared by HaiNan Pearl River Holdings Co., Ltd. Unit: RMB Yuan Item Jul.-Sept. 2013 Jul.-Sept. 2012 I. Total operating revenues 47,202,742.92 41,396,363.51 Including: Sales income 47,202,742.92 41,396,363.51 II. Total operating cost 91,267,715.61 83,012,981.08 Including: Cost of sales 39,178,126.18 33,761,484.54 Taxes and associate charges 3,259,795.48 2,394,060.06 Selling and distribution expenses 1,612,330.26 1,826,277.83 Administrative expenses 23,184,600.41 25,445,687.48 Financial expenses 24,473,683.01 18,550,214.62 Asset impairment loss -440,819.73 1,035,256.55 Gain/(loss) from -201,429.17 -258,725.01 investment (“-” means loss) Including: share of profits -201,429.17 in associates and joint ventures III. Business profit (“-” means loss) -44,266,401.86 -41,875,342.58 Add: non-operating income 8,819,519.77 98,938.84 Less: non-operating expense 4,119.85 13,884.01 IV. Total profit (“-” means loss) -35,451,001.94 -41,790,287.75 Less: Income tax expense 33,134.28 95,531.39 15 Report for the Third Quarter of 2013 of HaiNan Pearl River Holdings Co., Ltd. V. Net profit (“-” means loss) -35,484,136.22 -41,885,819.14 Attributable to owners of the -34,001,104.90 -41,048,615.60 Company Minority shareholders’ income -1,483,031.32 -837,203.54 VI. Earnings per share -- -- (I) Basic earnings per share -0.08 -0.1 (II) Diluted earnings per share -0.08 -0.1 Ⅶ. Other comprehensive incomes 31,023,131.63 -41,420,280.00 Ⅷ. Total comprehensive incomes -4,461,004.59 -83,306,099.14 Attributable to owners of the -2,977,973.27 -82,468,895.60 Company Attributable to minority -1,483,031.32 -837,203.54 shareholders Legal representative: Zheng Qing Person-in-charge of the accounting work: Chen Binglian Chief of the accounting division: Yang Daoliang 4. Income statement of the Company for the reporting period Prepared by HaiNan Pearl River Holdings Co., Ltd. Unit: RMB Yuan Item Jul.-Sept. 2013 Jul.-Sept. 2012 I. Total sales 290,872.20 288,669.10 Less: cost of sales 88,898.40 88,898.40 Business taxes and surcharges 16,288.84 16,165.47 Distribution expenses 1,701.00 Administrative expenses 5,385,677.19 5,654,351.12 Financial costs 16,490,490.12 11,264,799.65 Impairment loss -431,920.19 983,003.54 Gain/(loss) from investment -170,780.17 -258,725.01 (“-” means loss) II. Business profit (“-” means loss) -21,429,342.33 -17,978,975.09 Add: non-business income 8,644,350.59 Less: non-business expense 523.93 3,528.12 III. Total profit (“-” means loss) -12,785,515.67 -17,982,503.21 IV. Net profit (“-” means loss) -12,785,515.67 -17,982,503.21 16 Report for the Third Quarter of 2013 of HaiNan Pearl River Holdings Co., Ltd. V. Earnings per share -- -- VI. Other comprehensive income 31,023,131.63 -41,420,280.00 VII. Total comprehensive income 18,237,615.96 -59,402,783.21 Legal representative: Zheng Qing Person-in-charge of the accounting work: Chen Binglian Chief of the accounting division: Yang Daoliang 5. Consolidated income statement for Jan.-Sept. 2013 Prepared by HaiNan Pearl River Holdings Co., Ltd. Unit: RMB Yuan Item Jan.-Sept. 2013 Jan.-Sept. 2012 I. Total operating revenues 154,425,764.05 149,738,319.71 Including: Sales income 154,425,764.05 149,738,319.71 Interest income Premium income Handling charge and commission income II. Total operating cost 266,654,230.88 244,719,732.49 Including: Cost of sales 117,018,038.63 108,730,640.46 Interest expenses Handling charge and commission expenses Surrenders Net claims paid Net amount withdrawn for the insurance contract reserve Expenditure on policy dividends Reinsurance premium Taxes and associate charges 9,620,082.67 11,301,987.61 Selling and distribution expenses 6,219,275.46 6,705,935.94 Administrative expenses 69,925,679.95 78,446,279.78 Financial expenses 65,346,919.03 47,616,949.88 Asset impairment loss -1,475,764.86 -8,082,061.18 Add: Gain/(loss) from change in fair value (“-” means loss) 17 Report for the Third Quarter of 2013 of HaiNan Pearl River Holdings Co., Ltd. Gain/(loss) from investment (“-” 2,355,087.76 17,854,565.89 means loss) Including: share of profits in associates -708,925.24 -688,189.29 and joint ventures Foreign exchange gains (“-” means loss) III. Business profit (“-” means loss) -109,873,379.07 -77,126,846.89 Add: non-operating income 8,892,795.37 171,828.34 Less: non-operating expense 75,427.15 140,237.95 Including: loss from non-current asset 18,727.23 disposal IV. Total profit (“-” means loss) -101,056,010.85 -77,095,256.50 Less: Income tax expense 208,612.05 1,872,560.35 V. Net profit (“-” means loss) -101,264,622.90 -78,967,816.85 Including: Net profit achieved by combined parties before the combinations Attributable to owners of the -98,456,113.55 -78,783,414.04 Company Minority shareholders’ income -2,808,509.35 -184,402.81 VI. Earnings per share -- -- (I) Basic earnings per share -0.23 -0.18 (II) Diluted earnings per share -0.23 -0.18 Ⅶ. Other comprehensive incomes 2,068,208.78 10,611,681.59 Ⅷ. Total comprehensive incomes -99,196,414.12 -68,356,135.26 Attributable to owners of the -96,387,904.77 -68,171,732.45 Company Attributable to minority -2,808,509.35 -184,402.81 shareholders Legal representative: Zheng Qing Person-in-charge of the accounting work: Chen Binglian Chief of the accounting division: Yang Daoliang 6. Income statement of the Company for Jan.-Sept. 2013 Prepared by HaiNan Pearl River Holdings Co., Ltd. Unit: RMB Yuan 18 Report for the Third Quarter of 2013 of HaiNan Pearl River Holdings Co., Ltd. Item Jan.-Sept. 2013 Jan.-Sept. 2012 I. Total sales 872,616.60 868,007.30 Less: cost of sales 266,695.20 266,695.20 Business taxes and surcharges 48,866.52 48,496.41 Distribution expenses 2,968.00 Administrative expenses 16,407,806.60 16,416,375.91 Financial costs 46,074,535.80 27,302,414.28 Impairment loss -10,660,882.71 -2,293,543.42 Add: gain/(loss) from change in fair value (“-” means loss) Gain/(loss) from investment (“-” means 2,392,715.76 110,254,565.89 loss) Including: income form investment on -671,297.24 -688,189.29 associates and joint ventures II. Business profit (“-” means loss) -48,871,689.05 69,379,166.81 Add: non-business income 8,644,350.78 Less: non-business expense 6,790.16 3,543.18 Including: loss from non-current asset disposal III. Total profit (“-” means loss) -40,234,128.43 69,375,623.63 Less: income tax expense IV. Net profit (“-” means loss) -40,234,128.43 69,375,623.63 V. Earnings per share -- -- (I) Basic earnings per share 0 0 (II) Diluted earnings per share 0 0 VI. Other comprehensive income 2,068,208.78 10,611,681.59 VII. Total comprehensive income -38,165,919.65 79,987,305.22 Legal representative: Zheng Qing Person-in-charge of the accounting work: Chen Binglian Chief of the accounting division: Yang Daoliang 7. Consolidated cash flow statement for Jan.-Sept. 2013 Prepared by HaiNan Pearl River Holdings Co., Ltd. Unit: RMB Yuan Item Jan.-Sept. 2013 Jan.-Sept. 2012 19 Report for the Third Quarter of 2013 of HaiNan Pearl River Holdings Co., Ltd. I. Cash flows from operating activities: Cash received from sale of 150,363,104.72 134,531,557.50 commodities and rendering of service Net increase of deposits from customers and dues from banks Net increase of loans from the central bank Net increase of funds borrowed from other financial institutions Cash received from premium of original insurance contracts Net cash received from reinsurance business Net increase of deposits of policy holders and investment fund Net increase of disposal of tradable financial assets Cash received from interest, handling charges and commissions Net increase of intra-group borrowings Net increase of funds in repurchase business Tax refunds received Other cash received relating to 31,350,987.80 18,020,154.87 operating activities Subtotal of cash inflows from operating 181,714,092.52 152,551,712.37 activities Cash paid for goods and services 63,227,126.91 51,505,073.86 Net increase of customer lendings and advances Net increase of funds deposited in the central bank and amount due from banks Cash for paying claims of the original insurance contracts Cash for paying interest, handling charges and commissions 20 Report for the Third Quarter of 2013 of HaiNan Pearl River Holdings Co., Ltd. Cash for paying policy dividends Cash paid to and for employees 90,916,572.94 78,753,886.41 Various taxes paid 16,193,706.56 18,782,038.75 Other cash payment relating to 76,165,461.24 73,666,224.43 operating activities Subtotal of cash outflows from 246,502,867.65 222,707,223.45 operating activities Net cash flows from operating activities -64,788,775.13 -70,155,511.08 II. Cash flows from investing activities: Cash received from withdrawal of 35,000,000.00 44,400,000.00 investments Cash received from return on 3,064,013.00 investments Net cash received from disposal of fixed assets, intangible assets and other 629,757.00 21,515,827.27 long-term assets Net cash received from disposal of subsidiaries or other business units Other cash received relating to 5,647,661.11 8,718,575.65 investing activities Subtotal of cash inflows from 44,341,431.11 74,634,402.92 investing activities Cash paid to acquire fixed assets, intangible assets and other long-term 16,435,653.66 84,323,600.71 assets Cash paid for investment 33,000,000.00 55,000,000.00 Net increase of pledged loans Net cash paid to acquire subsidiaries and other business units Other cash payments relating to investing activities Subtotal of cash outflows from 49,435,653.66 139,323,600.71 investing activities Net cash flows from investing activities -5,094,222.55 -64,689,197.79 III. Cash Flows from Financing Activities: Cash received from capital 2,100,000.00 contributions 21 Report for the Third Quarter of 2013 of HaiNan Pearl River Holdings Co., Ltd. Including: Cash received from minority shareholder investments by 2,100,000.00 0.00 subsidiaries Cash received from borrowings 379,000,000.00 602,400,000.00 Cash received from issuance of bonds Other cash received relating to 1,300,000.00 financing activities Subtotal of cash inflows from financing 382,400,000.00 602,400,000.00 activities Repayment of borrowings 262,000,000.00 303,900,000.00 Cash paid for interest expenses and 40,650,248.94 40,662,348.75 distribution of dividends or profit Including: dividends or profit paid by subsidiaries to minority shareholders Other cash payments relating to 16,841,771.15 25,159,100.00 financing activities Sub-total of cash outflows from 319,492,020.09 369,721,448.75 financing activities Net cash flows from financing activities 62,907,979.91 232,678,551.25 IV. Effect of foreign exchange rate changes on cash and cash equivalents V. Net increase in cash and cash -6,975,017.77 97,833,842.38 equivalents Add: Opening balance of cash and 65,762,871.33 52,507,843.73 cash equivalents VI. Closing balance of cash and cash 58,787,853.56 150,341,686.11 equivalents Legal representative: Zheng Qing Person-in-charge of the accounting work: Chen Binglian Chief of the accounting division: Yang Daoliang 8. Cash flow statement of the Company for Jan.-Sept. 2013 Prepared by HaiNan Pearl River Holdings Co., Ltd. Unit: RMB Yuan Item Jan.-Sept. 2013 Jan.-Sept. 2012 I. Cash flows from operating activities: 22 Report for the Third Quarter of 2013 of HaiNan Pearl River Holdings Co., Ltd. Cash received from sale of 885,215.20 0.00 commodities and rendering of service Tax refunds received Other cash received relating to 57,930,297.95 6,676,569.64 operating activities Subtotal of cash inflows from operating 58,815,513.15 6,676,569.64 activities Cash paid for goods and services Cash paid to and for employees 4,332,624.69 3,690,573.44 Various taxes paid 865,562.55 394,820.10 Other cash payment relating to 17,887,380.95 113,562,093.74 operating activities Subtotal of cash outflows from 23,085,568.19 117,647,487.28 operating activities Net cash flows from operating activities 35,729,944.96 -110,970,917.64 II. Cash flows from investing activities: Cash received from retraction of 35,000,000.00 45,400,000.00 investments Cash received from return on 3,064,013.00 investments Net cash received from disposal of fixed assets, intangible assets and other 20,932,029.27 long-term assets Net cash received from disposal of subsidiaries or other business units Other cash received relating to 5,647,661.11 8,718,575.65 investing activities Subtotal of cash inflows from 43,711,674.11 75,050,604.92 investing activities Cash paid to acquire fixed assets, intangible assets and other long-term 277,435.00 94,496.00 assets Cash paid for investment 103,329,500.00 153,100,000.00 Net cash paid to acquire subsidiaries and other business units Other cash payments relating to investing activities Subtotal of cash outflows from 103,606,935.00 153,194,496.00 23 Report for the Third Quarter of 2013 of HaiNan Pearl River Holdings Co., Ltd. investing activities Net cash flows from investing activities -59,895,260.89 -78,143,891.08 III. Cash Flows from Financing Activities: Cash received from capital contributions Cash received from borrowings 322,000,000.00 488,300,000.00 Cash received from issuance of bonds Other cash received relating to financing activities Subtotal of cash inflows from financing 322,000,000.00 488,300,000.00 activities Repayment of borrowings 250,000,000.00 246,300,000.00 Cash paid for interest expenses and 30,607,788.83 28,250,655.26 distribution of dividends or profit Other cash payments relating to 12,641,771.15 21,659,100.00 financing activities Sub-total of cash outflows from 293,249,559.98 296,209,755.26 financing activities Net cash flows from financing activities 28,750,440.02 192,090,244.74 IV. Effect of foreign exchange rate changes on cash and cash equivalents V. Net increase in cash and cash 4,585,124.09 2,975,436.02 equivalents Add: Opening balance of cash and 2,641,297.45 515,955.59 cash equivalents VI. Closing balance of cash and cash 7,226,421.54 3,491,391.61 equivalents Legal representative: Zheng Qing Person-in-charge of the accounting work: Chen Binglian Chief of the accounting division: Yang Daoliang II. Audit report Is this report audited? □ Yes √ No This report is not audited. 24