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珠江B:2014年第一季度报告全文(英文版)2014-04-29  

						Report for the First Quarter of 2014 of HaiNan Pearl River Holdings Co., Ltd.




                             HaiNan Pearl River Holdings Co., Ltd.

                                Report for the First Quarter of 2014




                                                        April 2014




1
Report for the First Quarter of 2014 of HaiNan Pearl River Holdings Co., Ltd.




                                    Section I. Important Reminders

The Board of Directors, the Supervisory Committee, directors, supervisors and senior management
staff of HaiNan Pearl River Holdings Co., Ltd. (hereinafter referred to as “the Company”) warrant
that the information carried in 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 have attended the board session for reviewing this report.


Zheng Qing, company principal, and Yang Daoliang, chief of the accounting work and chief of the
accounting organ (chief of accounting), hereby confirm that the Financial Report enclosed in this
report is 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.




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Report for the First Quarter of 2014 of HaiNan Pearl River Holdings Co., Ltd.




                Section II. Financial Highlights & Change of Shareholders

I. Main accounting data and financial indicators

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
                                                          Jan.-Mar. 2014               Jan.-Mar. 2013                +/- (%)

    Operating revenues (RMB Yuan)                              75,218,398.46                 62,592,524.54                     20.17%

    Net profit attributable to shareholders of
                                                               -35,538,513.44               -25,395,899.69                     -39.94%
    the Company (RMB Yuan)
    Net profit attributable to shareholders of
    the Company after extraordinary gains                      -35,502,994.82               -30,434,695.80                     -16.65%
    and losses (RMB Yuan)
    Net cash flows from operating activities
                                                               -95,995,336.71               -32,277,707.08                     -197.4%
    (RMB Yuan)

    Basic EPS (RMB Yuan/share)                                             -0.08                        -0.06                  33.33%

    Diluted EPS (RMB Yuan/share)                                           -0.08                        -0.06                  33.33%

    Weighted average ROE (%)                                         -37.83%                       -11.47%                     -26.36%

                                                          31 Mar. 2014                  31 Dec. 2013                +/- (%)

    Total assets (RMB Yuan)                                  1,423,482,954.56             1,237,713,804.04                     15.01%

    Net assets attributable to shareholders of
                                                               71,149,003.97                116,714,215.59                     -39.04%
    the Company (RMB Yuan)

Items and amounts of extraordinary gains and losses
√ Applicable □ Inapplicable
                                                                                                                         Unit: RMB Yuan

                                     Item                                    1 Jan. 2014-31 Mar. 2014           Explanation

    Gains/losses on the disposal of non-current assets (including
                                                                                              -421.50
    the offset part of the asset impairment provisions)

    Capital occupation charges on non-financial enterprises that are
                                                                                           312,652.80
    recorded into current gains and losses

    Non-operating income and expense other than the above                                 -347,323.44

            Minority interests effects (after tax)                                             426.48

    Total                                                                                  -35,518.62               --

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


3
Report for the First Quarter of 2014 of HaiNan Pearl River Holdings Co., Ltd.


explanatory announcement as a recurrent gain/loss item
□ Applicable √ Inapplicable

II. Total number of shareholders at the period-end and shareholdings of top 10 shareholders

                                                                                                                               Unit: share

    Total number of shareholders at the
                                                                                                                                37,259
    period-end

                                                  Shareholdings of top 10 shareholders

                                                                                   Number of           Pledged or frozen shares
           Name of           Nature of       Shareholding       Number of
                                                                                   restricted        Status of         Number of
        shareholder         shareholder     percentage (%)      shares held
                                                                                  shares held         shares             shares

    Beijing Wanfa
    Real Estate           State-owned
                                                    26.36%       112,479,478
    Development Co.,      corporation
    Ltd.

    Xu Zhen               Domestic                   0.61%         2,590,200
                          natural person
    Zhang Xiaoxia         Domestic                   0.46%         1,949,250
                          natural person
                          Domestic
    Hu Zhengxiu                                      0.43%         1,845,500
                          natural person
    Chen Mingwei          Domestic                   0.43%         1,827,900
                          natural person
                          Domestic
    Li Hong                                          0.33%         1,400,500
                          natural person
    Song Jing             Domestic                   0.32%         1,356,799
                          natural person
    Nanhua Finance        Domestic                   0.31%         1,299,500          1,299,500
    Co.,LeiLtd.
    Ou                    non-state-owne
                          Domestic                    0.3%         1,289,465
                          natural person
                          Domestic
    Liu Guosheng                                     0.28%         1,175,616
                          natural person
                                           Shareholdings of top 10 non-restricted shareholders

                                                                                                           Variety of shares
              Name of shareholder                  Number of non-restricted shares held
                                                                                                      Variety           Number

    Beijing Wanfa Real Estate                                                                     RMB ordinary
                                                                                   112,479,478                          112,479,478
    Development Co., Ltd.                                                                         shares

                                                                                                  RMB ordinary
    Xu Zhen                                                                           2,590,200                           2,590,200
                                                                                                  shares

                                                                                                  Domestically
    Zhang Xiaoxia                                                                     1,949,250   listed foreign          1,949,250
                                                                                                  shares

                                                                                                  RMB ordinary
    Hu Zhengxiu                                                                       1,845,500                           1,845,500
                                                                                                  shares

    Chen Mingwei                                                                      1,827,900   Domestically            1,827,900


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Report for the First Quarter of 2014 of HaiNan Pearl River Holdings Co., Ltd.


                                                                                                 listed foreign
                                                                                                 shares

                                                                                                 RMB ordinary
    Li Hong                                                                          1,400,500                        1,400,500
                                                                                                 shares

                                                                                                 RMB ordinary
    Song Jing                                                                        1,356,799                        1,356,799
                                                                                                 shares

                                                                                                 RMB ordinary
    Ou Lei                                                                           1,289,465                        1,289,465
                                                                                                 shares

                                                                                                 Domestically
    Liu Guosheng                                                                     1,175,616   listed foreign       1,175,616
                                                                                                 shares

    Guangzhou Pearl River Enterprises                                                            RMB ordinary
                                                                                     1,150,000                        1,150,000
    Group                                                                                        shares

                                          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 with
    relationship or persons acting in     concerted action as prescribed in the Information Disclosure Administrative Methods for
    concert among the above-mentioned     Changes in Shareholding of Shareholders of Listed Companies. And it is unknown
    shareholders                          whether there is related-party relationship among other shareholders and whether they
                                          are prescribed parties with concerted action.

Did any shareholder of the Company carry out an agreed buy-back in the reporting period?
□ Yes √ No




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Report for the First Quarter of 2014 of HaiNan Pearl River Holdings Co., Ltd.




                                          Section III. Significant Events

I. Significant changes of the major accounting statement items and financial indicators for the
reporting period, as well as the reasons for these changes

             Item              31 Mar. 2014     31 Dec. 2013      +/-%                       Reasons for the change

    Monetary funds             111,022,578.43   62,362,242.69    78.03%     A subsidiary secured more cash borrowings.

                                                                            Subsidiary Hubei Pearl River Real Estate Development
                                                                            Co., Ltd. increased its investment in the “Meilin
    Inventories                249,248,993.61   118,546,684.93   110.25%    Qingcheng Phase III Project”.

    Other current assets        4,500,000.00                     100.00%    Subsidiaries acquired bank wealth management products.

                                                                            Subsidiary Hubei Pearl River Real Estate Development
    Other payables             735,844,500.79   555,911,820.21   32.37%     Co., Ltd. secured a borrowing from another company.

                                                                            The minority shareholders and the registered capital of
                                                                            subsidiary Hubei Pearl River Real Estate Development
    Minority interests         20,516,097.99    11,253,753.74    82.30%     Co., Ltd. increased.



             Item              31 Mar. 2014     31 Mar. 2013      +/-%                       Reasons for the change

                                                                            The sales personnel of subsidiary Mudanjiang Pearl
                                                                            River Wanjia Travel Investment and Development Group
    Selling expenses            1,579,375.39     3,435,537.06    -54.03%    Co., Ltd. decreased.

    Financial expenses         25,549,141.58    15,205,396.83    68.03%     The financing costs increased.

    Asset      impairment
    loss                        437,579.97      -1,428,641.10    130.63%    Bad-debt provisions increased.

                                                                            The minority interests of subsidiary Hubei Pearl River
    Minority        interest                                                Real Estate Development Co., Ltd. increased and it
    income                     -1,696,853.93     -917,616.62     -84.92%    recorded a loss for the current period.

                                                                            Subsidiary Hubei Pearl River Real Estate Development
    Net cash flows from                                                     Co., Ltd. increased its investment in the “Meilin
    operating activities       -95,995,336.71   -32,277,707.08   -197.40%   Qingcheng Phase III Project”.

    Net cash flows from                                                     The cash received in investment withdrawal decreased
    investing activities       -18,636,529.55   21,052,622.45    -188.52%   and the cash paid as investment increased.

    Net cash flows from
    financing activities       163,292,202.00    5,471,658.83    2884.33%   The cash received as borrowings increased.




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Report for the First Quarter of 2014 of HaiNan Pearl River Holdings Co., Ltd.


II. Progress of significant events and analysis & explanations on their influence and solutions

See the details in the table below:
                                                                                   Website index to the disclosed relevant
         Overview of the significant event                    Date of disclosure
                                                                                               interim report

    About the transfer of the equities of the       18 Dec. 2013                   http://www.cninfo.com.cn
    majority shareholder and the planned            25 Dec. 2013                   http://www.cninfo.com.cn
    private placement from the Company to
                                                    24 Jan. 2014                   http://www.cninfo.com.cn
    TusHoldings, the State-owned Assets
    Supervision and Administration                  18 Mar. 2014                   http://www.cninfo.com.cn
    Commission of People’s Government of
    Beijing Municipality planned to transfer
    the equities of Beijing Xinxing Real
    Estate Development Corp. (“Xinxing Real
    Estate” for short), the actual controller of
    the Company’s majority shareholder, from
    18 Dec. 2013. Meanwhile, the Company
    planned to carry out a private placement
    with TusHoldings. Trading of the
    Company’s shares was suspended from 18
                                                    18 Apr. 2014                   http://www.cninfo.com.cn
    Dec. 2013 for the reason for the said
    significant event of asset reorganization in
    planning. The Company promised to try
    to disclose the information in relation to
    the said significant event of asset
    reorganization according to the Format
    No. 26 and resume the share trading not
    later than 19 May 2014. Currently, the
    said significant event of asset
    reorganization is proceeding.

    On 17 Dec. 2013, the 4th Session of the         20 Dec. 2013                   http://www.cninfo.com.cn
    7th Board of Directors of the Company
    approved controlled subsidiary Hubei
    Pearl River Real Estate Development Co.,
    Ltd. to bring in private real estate funds of
                                                    8 Jan. 2014                    http://www.cninfo.com.cn
    RMB 250 million in total for the
    preliminary development of the phase III
    of its project. And RMB 160 million
    arrived in the reporting period.




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Report for the First Quarter of 2014 of HaiNan Pearl River Holdings Co., Ltd.


III. Commitments made by the Company or any shareholder with a shareholding over 5% in
the reporting period or such commitments made in previous period and carried down into the
reporting period

Naught

IV. Predict the operating results of Jan.-Jun. 2014

Warning of possible loss or considerable YoY change of the accumulated net profit made during the period-begin
to the end of the next reporting period according to prediction, as well as explanations on the reasons:
□ Applicable √ Inapplicable

V. Securities investments

Shareholdings in other listed companies
                                                                                                                                     Unit: RMB Yuan

                                                                   Stake in                                  Gain/loss in        Changes in owners’
     Stock        Stock                          Number of                         Closing book
                           Initial investment                        the                                     the reporting      equity in the reporting
     code         abbr.                          shares held                              value
                                                                   investee                                      period                  period

                                                    7.75
                                                   million
    600369        XNZQ     RMB 150 million         shares          0.27%          64,867,500.00                                       -9,067,500.00

The stake in Southwest Securities changed due to the private placement that it carried out.

VI. Investments in derivatives

Naught

VII. Researches, visits and interviews received in the reporting period

                                                                                                                             Main discussion and
        Time of               Place of
                                                Way of reception           Visitor type                Visitor            materials provided by the
        reception             reception
                                                                                                                                     Company

                                                                                                                          Asked about the
                                                                                                                          suspension of the
                          Department of                                                           Individual              Company’s shares and
    3 Jan. 2014                                 By phone             Individual
                          Securities                                                              investor                replied to the contents of
                                                                                                                          the Company’s
                                                                                                                          announcement

                                                                                                                          The Mulin Town Special
                          Department of                                                           Individual              Railway and Coal
    6 Jan. 2014                                 By phone             Individual
                          Securities                                                              investor                Wholesale Market
                                                                                                                          projects

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Report for the First Quarter of 2014 of HaiNan Pearl River Holdings Co., Ltd.


                     Department of                                              Individual   The Company’s business
    7 Jan. 2014                           By phone            Individual
                     Securities                                                 investor     performance

                                                                                             The disclosure date of the
                     Department of                                              Individual
    7 Jan. 2014                           By phone            Individual                     Company’s performance
                     Securities                                                 investor
                                                                                             forecast

                                                                                             Asked about the
                                                                                             suspension of the
                     Department of                                              Individual   Company’s shares and
    15 Jan. 2014                          By phone            Individual
                     Securities                                                 investor     replied to the contents of
                                                                                             the Company’s
                                                                                             announcement

                                                                                             The disclosure date of the
                     Department of                                              Individual
    15 Jan. 2014                          By phone            Individual                     Company’s performance
                     Securities                                                 investor
                                                                                             forecast

                                                                                             Asked about the
                                                                                             suspension of the
                     Department of                                              Individual   Company’s shares and
    4 Feb. 2014                           By phone            Individual
                     Securities                                                 investor     replied to the contents of
                                                                                             the Company’s
                                                                                             announcement

                                                                                             Asked about the
                                                                                             suspension of the
                     Department of                                              Individual   Company’s shares and
    26 Mar. 2014                          By phone            Individual
                     Securities                                                 investor     replied to the contents of
                                                                                             the Company’s
                                                                                             announcement




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Report for the First Quarter of 2014 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                                                  111,022,578.43                  62,362,242.69

     Settlement reserves

     Intra-group lendings

     Transactional financial assets

     Notes receivable

     Accounts receivable                                              12,614,705.30                  13,143,175.36

     Accounts paid in advance                                         89,540,360.80                  91,018,812.99

     Premiums receivable

     Reinsurance premiums receivable

     Receivable    reinsurance   contract
 reserves

     Interest receivable

     Dividend receivable                                                  260,015.00                      260,015.00

     Other accounts receivable                                      308,036,553.77                  287,625,206.34

     Financial assets purchased under
 agreements to resell

     Inventories                                                    249,248,993.61                  118,546,684.93

     Non-current assets due within 1
 year

     Other current assets                                                4,500,000.00

 Total current assets                                               775,223,206.91                  572,956,137.31

 Non-current assets:

     Loans by mandate and advances
 granted

     Available-for-sale financial assets                              64,867,500.00                  76,957,500.00


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Report for the First Quarter of 2014 of HaiNan Pearl River Holdings Co., Ltd.


     Held-to-maturity investments

     Long-term accounts receivable

     Long-term equity investment                                      47,940,981.62     48,179,838.13

     Investing property                                               23,461,509.62     23,984,418.97

     Fixed assets                                                   444,932,649.07     452,747,443.22

     Construction in progress                                         10,188,964.09     10,188,964.09

     Engineering materials                                               606,206.60        606,206.60

     Disposal of fixed assets

     Production biological assets

     Oil-gas assets

     Intangible assets                                                31,321,912.19     31,185,913.86

     R&D expense

     Goodwill

     Long-term deferred expenses                                      24,940,024.46     20,907,381.86

     Deferred income tax assets

     Other non-current assets

 Total of non-current assets                                        648,259,747.65     664,757,666.73

 Total assets                                                      1,423,482,954.56   1,237,713,804.04

 Current liabilities:

     Short-term borrowings

     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                                                 35,036,279.32     34,758,922.28

     Accounts received in advance                                     23,946,282.53     23,843,858.07

     Financial assets sold for repurchase

     Handling charges and commissions
 payable

     Employee’s compensation payable                                  8,882,459.08     10,764,089.33

     Tax payable                                                       8,406,616.51      8,600,877.07

     Interest payable                                               112,998,670.73     101,140,724.11

     Dividend payable                                                  3,213,302.88      3,213,302.88


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Report for the First Quarter of 2014 of HaiNan Pearl River Holdings Co., Ltd.


     Other accounts payable                                         735,844,500.79     555,911,820.21

     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     228,000,000.00
 year

     Other current liabilities

 Total current liabilities                                         1,156,328,111.84    966,233,593.95

 Non-current liabilities:

     Long-term borrowings                                           164,000,000.00     129,000,000.00

     Bonds payable

     Long-term payables

     Specific payables

     Estimated liabilities

     Deferred income tax liabilities                                  11,489,740.76     14,512,240.76

     Other non-current liabilities

 Total non-current liabilities                                      175,489,740.76     143,512,240.76

 Total liabilities                                                 1,331,817,852.60   1,109,745,834.71

 Owners’ equity (or shareholders’
 equity)

     Paid-up capital (or share capital)                             426,745,404.00     426,745,404.00

     Capital reserves                                               378,477,752.61     387,545,252.61

     Less: Treasury stock

     Specific reserves

     Surplus reserves                                               109,487,064.39     109,487,064.39

     Provisions for general risks

     Retained profits                                               -843,561,217.03   -807,063,505.41

     Foreign exchange difference

 Total equity attributable to owners of
                                                                      71,149,003.97    116,714,215.59
 the Company

 Minority interests                                                   20,516,097.99     11,253,753.74

 Total     owners’     (or   shareholders’)
                                                                      91,665,101.96    127,967,969.33
 equity

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Report for the First Quarter of 2014 of HaiNan Pearl River Holdings Co., Ltd.


 Total liabilities and owners’ (or
                                                                   1,423,482,954.56                              1,237,713,804.04
 shareholders’) equity


Legal representative: Zheng Qing                                                        Chief of the accounting work: Yang Daoliang


Chief of the accounting organ: 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                                                       318,725.12                                 1,650,620.37

     Transactional financial assets

     Notes receivable

     Accounts receivable                                                 2,752,470.60                                2,437,957.05

     Accounts paid in advance                                         50,000,000.00                                50,000,000.00

     Interest receivable

     Dividend receivable                                                  260,015.00                                   260,015.00

     Other accounts receivable                                      621,006,440.70                                599,990,581.53

     Inventories                                                         4,824,035.45                                4,824,035.45

     Non-current assets due within 1
 year

     Other current assets

 Total current assets                                               679,161,686.87                                659,163,209.40

 Non-current assets:

     Available-for-sale financial assets                              64,867,500.00                                76,957,500.00

     Held-to-maturity investments

     Long-term accounts receivable

     Long-term equity investment                                    298,765,150.25                                298,915,199.18

     Investing property                                                  7,215,368.18                                7,290,977.33

     Fixed assets                                                     15,702,471.34                                16,056,715.04

     Construction in progress

     Engineering materials

     Disposal of fixed assets

     Production biological assets


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Report for the First Quarter of 2014 of HaiNan Pearl River Holdings Co., Ltd.


     Oil-gas assets

     Intangible assets                                                 1,493,461.05      1,505,376.96

     R&D expense

     Goodwill

     Long-term deferred expenses                                       6,392,868.63      9,127,521.96

     Deferred income tax assets

     Other non-current assets

 Total of non-current assets                                        394,436,819.45     409,853,290.47

 Total assets                                                      1,073,598,506.32   1,069,016,499.87

 Current liabilities:

     Short-term borrowings

     Transactional financial liabilities

     Notes payable

     Accounts payable                                                  2,482,949.70      2,482,949.70

     Accounts received in advance                                        265,963.50         61,875.00

     Employee’s compensation payable                                    460,078.88        781,412.78

     Tax payable                                                       7,141,893.52      6,966,593.30

     Interest payable                                                 70,808,925.57     61,988,940.20

     Dividend payable                                                  3,213,302.88      3,213,302.88

     Other accounts payable                                         430,751,101.83     403,455,124.29

     Non-current liabilities due within 1
                                                                    197,000,000.00     197,000,000.00
 year

     Other current liabilities

 Total current liabilities                                          712,124,215.88     675,950,198.15

 Non-current liabilities:

     Long-term borrowings

     Bonds payable

     Long-term payables

     Specific payables

     Estimated liabilities

     Deferred income tax liabilities                                  10,753,125.00     13,775,625.00

     Other non-current liabilities

 Total non-current liabilities                                        10,753,125.00     13,775,625.00

 Total liabilities                                                  722,877,340.88     689,725,823.15



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Report for the First Quarter of 2014 of HaiNan Pearl River Holdings Co., Ltd.


 Owners’ equity (or shareholders’
 equity)

     Paid-up capital (or share capital)                             426,745,404.00                              426,745,404.00

     Capital reserves                                               381,494,092.15                              390,561,592.15

     Less: Treasury stock

     Specific reserves

     Surplus reserves                                               109,487,064.39                              109,487,064.39

     Provisions for general risks

     Retained profits                                               -567,005,395.10                             -547,503,383.82

     Foreign exchange difference

 Total     owners’     (or    shareholders’)
                                                                    350,721,165.44                              379,290,676.72
 equity

 Total liabilities and owners’ (or
                                                                   1,073,598,506.32                            1,069,016,499.87
 shareholders’) equity


Legal representative: Zheng Qing                                                      Chief of the accounting work: Yang Daoliang


Chief of the accounting organ: Yang Daoliang


3. Consolidated income statement

Prepared by HaiNan Pearl River Holdings Co., Ltd.
                                                                                                                 Unit: RMB Yuan

                      Item                             Jan.-Mar. 2014                               Jan.-Mar. 2013

 I. Operating revenues                                                75,218,398.46                              62,592,524.54

 Including: Sales income                                              75,218,398.46                              62,592,524.54

           Interest income

           Premium income

           Handling           charge      and
 commission income

 II. Total operating cost                                            111,890,551.33                              88,673,918.91

 Including: Cost of sales                                             51,153,821.56                              43,104,049.53

           Interest expenses

           Handling           charge      and
 commission expenses

           Surrenders

           Net claims paid




15
Report for the First Quarter of 2014 of HaiNan Pearl River Holdings Co., Ltd.


           Net amount withdrawn for the
 insurance contract reserve

           Expenditure          on     policy
 dividends

           Reinsurance premium

           Taxes and associate charges                                 4,078,574.55            3,752,740.27

           Selling       and     distribution
                                                                       1,579,375.39            3,435,537.06
 expenses

           Administrative expenses                                    29,092,058.28           24,604,836.32

           Financial expenses                                         25,549,141.58           15,205,396.83

           Asset impairment loss                                         437,579.97            -1,428,641.10

 Add: Gain/(loss) from change in fair
 value (“-” means loss)

         Gain/(loss) from investment (“-”
                                                                        -215,469.56             -237,733.66
 means loss)

 Including:      share     of    profits     in
                                                                        -238,856.51             -237,733.66
 associates and joint ventures

 Foreign exchange gains (“-” means
 loss)

 III. Business profit (“-” means loss)                             -36,887,622.43           -26,319,128.03

         Add: non-operating income                                        28,749.69               34,128.02

         Less: non-operating expense                                     376,494.63               28,516.30

              Including:        loss       from
                                                                                421.50               667.10
 non-current asset disposal

 IV. Total profit (“-” means loss)                                 -37,235,367.37           -26,313,516.31

         Less: Income tax expense                                                 0.00

 V. Net profit (“-” means loss)                                    -37,235,367.37           -26,313,516.31

         Including: Net profit achieved
 by combined parties before the
 combinations

         Attributable to owners of the
                                                                     -35,538,513.44           -25,395,899.69
 Company

         Minority shareholders’ income                               -1,696,853.93             -917,616.62

 VI. Earnings per share                                       --                         --

         (I) Basic earnings per share                                            -0.08                 -0.06

         (II) Diluted earnings per share                                         -0.08                 -0.06

 Ⅶ. Other comprehensive incomes                                      -9,067,500.00            -7,123,830.22


16
Report for the First Quarter of 2014 of HaiNan Pearl River Holdings Co., Ltd.


 Ⅷ. Total comprehensive incomes                                     -46,302,867.37                               -33,437,346.53

       Attributable to owners of the
                                                                     -44,606,013.44                               -32,519,729.91
 Company

       Attributable          to     minority
                                                                      -1,696,853.93                                   -917,616.62
 shareholders


Legal representative: Zheng Qing                                                       Chief of the accounting work: Yang Daoliang


Chief of the accounting organ: Yang Daoliang


4. Income statement of the Company

Prepared by HaiNan Pearl River Holdings Co., Ltd.
                                                                                                                  Unit: RMB Yuan

                      Item                             Jan.-Mar. 2014                                Jan.-Mar. 2013

 I. Operating revenues                                                   252,422.13                                    290,872.20

     Less: operating costs                                                88,898.40                                     88,898.40

       Business taxes and surcharges                                      10,775.65                                     16,288.84

       Distribution expenses

       Administrative expenses                                          4,577,873.56                                  4,995,993.19

       Financial costs                                                14,933,444.67                                   9,508,699.18

       Impairment loss                                                     -6,607.80                               -1,317,614.44

     Add: gain/(loss) from change in
 fair value (“-” means loss)

       Gain/(loss) from investment (“-”
                                                                        -150,048.93                                   -237,733.66
 means loss)

       Including:         income          form
 investment on associates and joint                                     -150,048.93                                   -237,733.66
 ventures

 II. Business profit (“-” means loss)                              -19,502,011.28                               -13,239,126.63

     Add: non-business income

     Less: non-business expense

       Including: loss from non-current
 asset disposal

 III. Total profit    (“-” means loss)                             -19,502,011.28                               -13,239,126.63

     Less: income tax expense

 IV. Net profit      (“-” means loss)                              -19,502,011.28                               -13,239,126.63

 V. Earnings per share                                        --                                           --


17
Report for the First Quarter of 2014 of HaiNan Pearl River Holdings Co., Ltd.


      (I) Basic earnings per share                                               0                                            0

      (II) Diluted earnings per share                                            0                                            0

 VI. Other comprehensive income                                       -9,067,500.00                               -7,123,830.22

 VII. Total comprehensive income                                     -28,569,511.28                              -20,362,956.85


Legal representative: Zheng Qing                                                      Chief of the accounting work: Yang Daoliang


Chief of the accounting organ: Yang Daoliang


5. Consolidated cash flow statement

Prepared by HaiNan Pearl River Holdings Co., Ltd.
                                                                                                                 Unit: RMB Yuan

                     Item                              Jan.-Mar. 2014                               Jan.-Mar. 2013

 I.     Cash     flows    from      operating
 activities:

      Cash     received     from     sale   of
                                                                      72,575,085.92                              57,631,845.31
 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



18
Report for the First Quarter of 2014 of HaiNan Pearl River Holdings Co., Ltd.


       Other cash received relating to
                                                                      44,801,654.00    19,337,375.12
 operating activities

 Subtotal        of     cash    inflows   from
                                                                    117,376,739.92     76,969,220.43
 operating activities

       Cash paid for goods and services                             146,784,870.19     21,906,135.82

       Net increase of customer lendings
 and advances

       Net increase of funds deposited in
 the central bank and amount due from
 banks

       Cash for paying claims of the
 original insurance contracts

       Cash for paying interest, handling
 charges and commissions

       Cash for paying policy dividends

       Cash paid to and for employees                                 43,109,204.98    34,793,165.45

       Various taxes paid                                              5,675,757.16     7,266,596.46

       Other cash payment relating to
                                                                      17,802,244.30    45,281,029.78
 operating activities

 Subtotal of cash outflows from
                                                                    213,372,076.63    109,246,927.51
 operating activities

 Net      cash        flows    from   operating
                                                                     -95,995,336.71   -32,277,707.08
 activities

 II.     Cash     flows        from   investing
 activities:

       Cash received from withdrawal of
                                                                       6,543,871.23    26,000,000.00
 investments

       Cash received from return on
                                                                           9,515.72
 investments

       Net cash received from disposal of
 fixed assets, intangible assets and                                   1,341,447.50      189,000.00
 other long-term assets

       Net cash received from disposal of
 subsidiaries or other business units

         Other cash received relating to
                                                                                        5,647,661.11
 investing activities

           Subtotal of cash inflows from
                                                                       7,894,834.45    31,836,661.11
 investing activities



19
Report for the First Quarter of 2014 of HaiNan Pearl River Holdings Co., Ltd.


     Cash paid to acquire fixed assets,
 intangible assets and other long-term                                 2,531,364.00   10,784,038.66
 assets

     Cash paid for investment                                         11,000,000.00

     Net increase of pledged loans

     Net       cash       paid     to      acquire
 subsidiaries and other business units

     Other cash payments relating to
                                                                      13,000,000.00
 investing activities

 Subtotal of cash outflows from
                                                                      26,531,364.00   10,784,038.66
 investing activities

 Net       cash        flows    from    investing
                                                                     -18,636,529.55   21,052,622.45
 activities

 III.    Cash          flows    from    financing
 Activities:

        Cash      received       from      capital
                                                                      10,000,000.00
 contributions

        Including: Cash received from
 minority shareholder investments by                                  10,000,000.00            0.00
 subsidiaries

        Cash received from borrowings                               176,200,000.00    31,000,000.00

        Cash received from issuance of
 bonds

        Other cash received relating to
 financing activities

 Subtotal         of     cash    inflows     from
                                                                    186,200,000.00    31,000,000.00
 financing activities

        Repayment of borrowings                                       13,000,000.00   13,000,000.00

        Cash paid for interest expenses
                                                                       4,994,798.00    9,618,865.55
 and distribution of dividends or profit

         Including: dividends or profit
 paid by subsidiaries to minority
 shareholders

         Other cash payments relating to
                                                                       4,913,000.00    2,909,475.62
 financing activities

 Sub-total of cash outflows from
                                                                      22,907,798.00   25,528,341.17
 financing activities

 Net       cash        flows    from    financing                   163,292,202.00     5,471,658.83



20
Report for the First Quarter of 2014 of HaiNan Pearl River Holdings Co., Ltd.


 activities

 IV. Effect of foreign exchange rate
 changes on cash and cash equivalents

 V. Net increase in cash and cash
                                                                      48,660,335.74                                -5,753,425.80
 equivalents

         Add: Opening balance of cash
                                                                      62,362,242.69                               65,762,871.33
 and cash equivalents

 VI. Closing balance of cash and cash
                                                                     111,022,578.43                               60,009,445.53
 equivalents


Legal representative: Zheng Qing                                                       Chief of the accounting work: Yang Daoliang


Chief of the accounting organ: Yang Daoliang


6. Cash flow statement of the Company

Prepared by HaiNan Pearl River Holdings Co., Ltd.
                                                                                                                  Unit: RMB Yuan

                         Item                          Jan.-Mar. 2014                                Jan.-Mar. 2013

 I.     Cash      flows        from    operating
 activities:

       Cash     received        from   sale     of
                                                                         468,918.25                                    401,165.00
 commodities and rendering of service

       Tax refunds received

       Other cash received relating to
                                                                      24,455,231.90                                11,695,394.78
 operating activities

 Subtotal        of     cash     inflows      from
                                                                      24,924,150.15                               12,096,559.78
 operating activities

       Cash paid for goods and services

       Cash paid to and for employees                                   1,620,691.54                                  1,612,063.85

       Various taxes paid                                                 85,826.85                                    112,414.29

       Other cash payment relating to
                                                                        6,380,527.01                              13,629,756.72
 operating activities

 Subtotal of cash outflows from
                                                                        8,087,045.40                              15,354,234.86
 operating activities

 Net      cash        flows     from   operating
                                                                      16,837,104.75                                -3,257,675.08
 activities

 II.     Cash     flows         from   investing
 activities:



21
Report for the First Quarter of 2014 of HaiNan Pearl River Holdings Co., Ltd.


     Cash received from retraction of
                                                                       6,030,000.00    26,000,000.00
 investments

     Cash received from return on
 investments

     Net cash received from disposal of
 fixed assets, intangible assets and
 other long-term assets

     Net cash received from disposal of
 subsidiaries or other business units

         Other cash received relating to
                                                                                        5,647,661.11
 investing activities

            Subtotal of cash inflows from
                                                                       6,030,000.00    31,647,661.11
 investing activities

     Cash paid to acquire fixed assets,
 intangible assets and other long-term                                          0.00
 assets

     Cash paid for investment                                         25,200,000.00    38,999,500.00

     Net       cash       paid     to      acquire
 subsidiaries and other business units

     Other cash payments relating to
 investing activities

 Subtotal of cash outflows from
                                                                      25,200,000.00    38,999,500.00
 investing activities

 Net       cash        flows    from    investing
                                                                     -19,170,000.00    -7,351,838.89
 activities

 III.    Cash          flows    from    financing
 activities:

        Cash      received       from      capital
 contributions

        Cash received from borrowings                                 10,900,000.00    31,000,000.00

        Cash received from issuance of
 bonds

        Other cash received relating to
 financing activities

 Subtotal         of     cash    inflows     from
                                                                      10,900,000.00    31,000,000.00
 financing activities

        Repayment of borrowings                                        6,000,000.00    13,000,000.00

        Cash paid for interest expenses                                1,986,000.00     6,133,100.00



22
Report for the First Quarter of 2014 of HaiNan Pearl River Holdings Co., Ltd.


 and distribution of dividends or profit

       Other cash payments relating to
                                                                       1,913,000.00                                2,309,475.62
 financing activities

 Sub-total of cash outflows from
                                                                       9,899,000.00                              21,442,575.62
 financing activities

 Net    cash   flows    from   financing
                                                                       1,001,000.00                                9,557,424.38
 activities

 IV. Effect of foreign exchange rate
 changes on cash and cash equivalents

 V. Net increase in cash and cash
                                                                      -1,331,895.25                               -1,052,089.59
 equivalents

       Add: Opening balance of cash
                                                                       1,650,620.37                                2,641,297.45
 and cash equivalents

 VI. Closing balance of cash and cash
                                                                         318,725.12                                1,589,207.86
 equivalents


Legal representative: Zheng Qing                                                      Chief of the accounting work: Yang Daoliang


Chief of the accounting organ: Yang Daoliang


II. Audit report

This report is not audited.




23