HaiNan Pearl River Holdings Co., Ltd. The 1st Quarterly Report for 2009 (Full Text) §1. Important Notice 1.1 Board of Directors and the Supervisory Committee of HaiNan Pearl River Holdings Co., Ltd (hereinafter referred to as the Company) and its directors, supervisors and senior executives hereby confirm that there are no any fictitious statements, misleading statements, or important omissions carried in this report, and shall take all responsibilities, individual and/or joint, for the reality, accuracy and completion of the whole contents. 1.2 The Financial Report For the 1st Quarterly Report of the Company has not been audited by CPAs. 1.3 Mr. Zheng Qing, Chairman of the Board as well as General Manager; Mr. Chen Binglian, Standing Deputy General Manager as well as Person in Charge of Financing Affairs; Mr. Yang Daoliang, Manager of the Financial Department hereby confirm that the Financial Report enclosed in the 1st Quarterly Report is true and complete. §2. Company Profile 2.1 Main Accounting Data and Financial Indexes: Unit: RMB At the end of the report period At the end of the last year Increase/decrease (%) Total assets 1,758,354,313.28 975,122,914.20 80.32 Owners’ equity(or Shareholders’ equity) 827,248,487.83 119,086,531.85 594.66 Net asset per share 1.94 0.28 592.86 Year-begin to the end of report period Increase/decrease in the report period compared with that in the same period of last year (%0 Net cash flow arising from operating activities 6,204,999.78 113.17 Net cash flow arising from operating activities per share 0.01 109.09 In the report period Year-begin to the end of report period Increase/decrease in the report period compared with that in the same period of last year (%0 Net profit -14,067,592.22 -14,067,592.22 44.00 Basic earnings per share -0.03 -0.03 50.00 Diluted earnings per share -0.03 -0.03 50.00 Return on equity -1.70% -1.70% Increased 13.03 percentage points Return on equity after deducting the non-recurring losses and gains -1.71% -1.71% Increased 12.78 percentage points Items of non-recurring gains and losses Amount in year-begin to the end of report period Net amount of other non-operating income and expense 102,290.66 Less: Impact of income tax Less: Influenced amount of minority shareholder -24.76 Total 102,315.422.2 Total number of shareholders at the end of the report period and shares held by the top ten shareholders with unrestricted conditions Unit: Share Total number of shareholders at the end of report period 59,991 Particulars about the shares held by the top ten tradable shareholders with unrestricted conditions Full Name of shareholder Amount of tradable shares with unrestricted conditions held at the end of report period Type of shares Yang Bochen 5,850,000 RMB common share Gu Hongjuan 4,015,100 RMB common share Yang Jianzhong 3,020,000 RMB common share Wang Shuxia 2,047,641 RMB common share Zhang Xiaoxia 1,949,250 Domestically listed foreign share GUOTAI JUNAN SECURITIES (HONGKONG)LIMITED 1,681,000 Domestically listed foreign share Chen Shuping 1,260,614 RMB common share Tianjin Shengda Rolled Steel Co., Ltd. 1,150,000 RMB common share Pan Qi 1,066,123 Domestically listed foreign share Anhui Hengrun Mining Research & Development Co., Ltd. 1,007,988 RMB common share §3. Significant events 3.1 Particulars about material changes in items of main accounting statement and financial index, and explanations of reasons √Applicable □Inapplicable Item Jan. to Mar., 2009 Jan. to Mar., 2008 Scope of increase or decrease (%) Main reasons for change Administrative expense 11,340,595 21,685,965 -47.71 Bigger in amount of last year was influenced by the expense for the opening of Hotel in Sanya Net profit -14,561,319 -25,672,696 43.28 Bigger in losses of last year was influenced by the expense for the opening of Hotel in Sanya Net cash flow arising from operating activities 6,205,000 -47,122,056 113.17 Account sold in advance for houses in Phase II of Wuhan Project increased Net cash flow arising from investing activities -265,411 -18,833,835 98.59 Payment for project account of Hotel in Sanya decreased Net cash flow arising from financing activities 129,533 56,730,369 -99.77 Funds borrowed from the bank and actual controller decreased Item Mar. 31, 2008 Mar. 31, 2007 Scope of increase or decrease (%) Main reasons for change Account paid in advance 37,211,358 28,251,518 31.71 Project account paid in advance for Phase II of Wuhan Project increased Financial assets available for sales 790,230,000 - - Southwest Securities Co., Ltd. was reclassified as financial assets available for sales Long-term equity investment 13,153,951 81,154,403.00 -83.79 Southwest Securities Co., Ltd. was reclassified as financial assets available for sales Account received in advance 218,856,803 142,957,606 53.09 Account sold in advance for houses in Phase II of Wuhan Project increased Tax payables -5,322,001 2,503,332 -312.60 Resulted by payment of tax for the account sold in advance for houses in Phase II of Wuhan Project Capital public reserve 1,056,489,705 334,260,157 216.07 Caused by the change of fair value of the shares of Southwest Securities Co., Ltd. 3.2 Analysis and explanation of significant events and their influence and solutions□Applicable √Inapplicable 3.3 Implementations of commitments by the Company, shareholders and actual controller √Applicable □Inapplicable Commitments Content of commitments Implementation Beijing Wanfa Real Estate Development Co., Ltd. The non-tradable shares held by it should not get listed or transacted in Shenzhen Stock Exchange within 36 months since the day of listing and circulating option in A share market. Implemented strictly 3.4 Estimation of accumulative net profit from the beginning of the year to the end of next report period to be loss probably or the warning of its material change compared with the corresponding period of the last year and explanation of reason □Applicable √Inapplicable 3.5 Other significant events which need explanations 3.5.1 Particulars about securities investment □Applicable √Inapplicable 3.5.2 Registration form for receiving research, communication and interview in the report period. □Applicable √Inapplicable 3.5.3 Particulars about the explanations on other significant events √Applicable □Inapplicable i. In the report period, the Company did not offer funds to its controlling shareholders or related parties, and had no external guarantees with breaking the regulations. ii. In the report period, the controlling shareholders of the Company did not put forward or carry out any plan on add in holding shares. ii. In the report period, the Company did not sign any material contract. HaiNan Pearl River Holdings Co., Ltd. April 24, 2009Balance Sheet March 31, 2009 Prepared by HaiNan Pearl River Holdings Co., Ltd. Unit: RMB Items Amount in period-end Amount in year-begin Merger Parent Company Merger Parent Company Current assets: Monetary funds 42,724,658.29 5,114,122.55 36,655,536.17 4,869,795.27 Settlement provisions Capital lent Transaction finance asset Notes receivable Accounts receivable 2,966,424.31 1,222,503.16 4,129,361.34 2,675,761.66 Accounts paid in advance 37,211,357.72 - 28,251,517.83 - Insurance receivable Reinsurance receivables Contract reserve of reinsurance receivable Interest receivable Dividend receivable 260,015.00 260,015.00 260,015.00 260,015.00 Other receivables 37,060,402.61 59,767,392.14 33,822,326.10 60,334,145.29 Purchase restituted finance asset Inventories 503,348,900.08 82,236,380.53 454,982,865.16 81,860,455.91 Non-current asset due within one year Other current assets Total current assets 623,571,758.01 148,600,413.38 558,101,621.60 150,000,173.13 Non-current assets: Granted loans and advances Finance asset available for sales 790,230,000.00 790,230,000.00 Held-to-maturity securities Long-term account receivable Long-term equity investment 13,153,951.24 201,511,309.90 81,154,403.04 269,511,761.70 Investment property 21,447,187.08 21,668,361.96 Fixed assets: 276,648,733.39 21,875,795.28 280,665,887.45 22,340,376.54 Construction in progress - - - - Engineering material 606,206.60 - 606,206.60 Disposal of fixed asset Productive biological asset Oil and gas asset Intangible assets 32,696,476.96 1,731,779.25 32,926,433.55 1,743,695.16 Expense on Research and Development Goodwill Long-term expenses to be apportioned - Deferred income tax asset Other non-current asset Total non-current asset 1,134,782,555.27 1,015,348,884.43 417,021,292.60 293,595,833.40 Total assets 1,758,354,313.28 1,163,949,297.81 975,122,914.20 443,596,006.53 Legal Representative: Zheng Qing Person in Charge of Accounting Works: Chen Binglian Person in Charge of Accounting Institution: Yang DaoliangBalance Sheet March 31, 2009 Prepared by HaiNan Pearl River Holdings Co., Ltd. Unit: RMB Amount in period-end Amount in year-begin Items Merger Parent Company Merger Parent Company Current liabilities: Short-term loans 24,000,000.00 24,000,000.00 24,000,000.00 24,000,000.00 Loan from central bank Absorbing deposit and interbank deposit Capital borrowed Transaction financial liabilities Notes payable Accounts payable 32,631,960.29 4,133,088.24 32,924,422.72 4,200,330.44 Accounts received in advance 218,856,802.74 1 4 2 , 9 5 7 ,6 0 6 . 1 9 36,167.00 Selling financial asset of repurchase Commission charge and commission payable Wage payable 3,090,306.56 613,386.05 4,026,386.21 957,127.11 Taxes payable -5,322,000.98 -2,143,209.44 2,503,332.27 -2,087,904.47 Interest payable 75,019,185.05 43,971,058.80 69,783,831.76 40,928,604.71 Dividend payable 3,213,302.88 3,213,302.88 3,213,302.88 3,213,302.88 Other accounts payable 406,790,861.19 242,045,866.68 403,308,365.93 240,018,631.52 Reinsurance payables Insurance contract reserve Security trading of agency Security sales of agency Non-current liabilities due within 1 year 5,000,000.00 5,000,000.00 Other current liabilities Total current liabilities 763,280,417.73 315,833,493.21 687,717,247.96 311,266,259.19 Non-current liabilities: Long-term loans 157,000,000.00 157,000,000.00 Bonds payable Long-term account payable Special accounts payable Projected liabilities Deferred income tax liabilities Other non-current liabilities Total non-current liabilities 157,000,000.00 1 5 7 , 0 0 0 ,0 0 0 . 0 0 Total liabilities 920,280,417.73 315,833,493.21 844,717,247.96 311,266,259.19 Owner’s equity (or shareholders’ equity): Paid-in capital (or share capital) 426,745,404.00 426,745,404.00 426,745,404.00 426,745,404.00 Capital public reserve 1,056,489,705.18 1,059,506,044.72 334,260,156.98 337,276,496.52 Less: Inventory shares Surplus public reserve 114,177,485.88 109,487,064.39 114,177,485.88 109,487,064.39 Provision of general risk Retained profit -770,164,107.23 -747,622,708.51 -756,096,515.01 -741,179,217.57 Balance difference of foreign currency translation Total owner’s equity attributable to parent company 827,248,487.83 848,115,804.60 119,086,531.85 132,329,747.34 Minority interests 10,825,407.72 11,319,134.39 Total owner’s equity 838,073,895.55 848,115,804.60 130,405,666.24 132,329,747.34 Total liabilities and owner’s equity 1,758,354,313.28 1,163,949,297.81 975,122,914.20 443,596,006.53 Legal Representative: Zheng Qing Person in Charge of Accounting Works: Chen Binglian Person in Charge of Accounting Institution: Yang DaoliangProfit Statement Jan.-Mar., 2009 Prepared by HaiNan Pearl River Holdings Co., Ltd. Unit: RMB Amount in this period Amount in the same period of last period Items Merger Parent Company Merger Parent Company I. Total operating income 24,899,406.13 126,985.00 21,335,647.12 88,717.75 Including: Operating income 24,899,406.13 126,985.00 21,335,647.12 88,717.75 Interest income Insurance gained Commission charge and commission income II. Total operating cost 39,554,957.55 6,570,475.94 46,527,492.43 6,959,851.25 Including: Operating cost 18,140,479.93 1 4 , 0 3 4 ,1 5 2 . 6 3 Interest expense Commission charge and commission expense Cash surrender value Net amount of expense of compensation Net amount of withdrawal of insurance contract reserve Bonus expense of guarantee slip Reinsurance expense Operating tax and extras 1,284,676.47 6,984.19 1,215,020.54 4,879.48 Sales expenses 2,800,608.37 988.00 2,198,206.17 Administration expenses 11,340,595.14 3,094,777.88 21,685,964.78 2,606,657.47 Financial expenses 5,998,039.20 3,482,241.04 7,401,520.37 4,351,610.54 Losses of devaluation of asset -9,441.56 -14,515.17 -7,372.06 -3,296.24 Add: Changing income of fair value(Loss is listed with “-”) Investment income (Loss is listed with “-”) Including: Investment income on affiliated company and joint venture Exchange income (Loss is listed with “-”) III. Operating profit (Loss is listed with “-”) -14,655,551.42 -6,443,490.94 -25,191,845.31 -6,871,133.50 Add: Non-operating income 103,877.68 30,345.00 Less: Non-operating expense 1,587.02 494,412.18 Including: Disposal loss of non-current asset IV. Total Profit (Loss is listed with “-”) -14,553,260.76 -6,443,490.94 -25,655,912.49 -6,871,133.50 Less: Income tax 8,058.13 - 16,783.46 V. Net profit (Net loss is listed with “-”) -14,561,318.89 -6,443,490.94 -25,672,695.95 -6,871,133.50 Net profit attributable to owner’s equity of parent company -14,067,592.22 -25,120,627.83 Minority shareholders’ gains and losses -493,726.67 -552,068.12 VI. Earnings per share i. Basic earnings per share -0.03 -0.06 ii. Diluted earnings per share -0.03 -0.06 Legal Representative: Zheng Qing Person in Charge of Accounting Works: Chen Binglian Person in Charge of Accounting Institution: Yang DaoliangCash Flow Statement Jan.-Mar., 2009 Prepared by HaiNan Pearl River Holdings Co., Ltd. Unit: RMB Amount in this period Amount in the same period of last period Items Merger Parent Company Merger Parent Company I. Cash flows arising from operating activities: Cash received from selling commodities and providing labor services 99,461,837.41 1,579,849.00 27,405,502.59 8,063,717.75 Net increase of customer deposit and interbank d eposit Net increase of loan from central bank Net increase of capital borrowed from other financial institution Cash received from original insurance contract fee Net cash received from reinsurance business Insured savings and net increase of investment Net increase of disposal of transaction financial asset Cash received from interest, commission charge and commission Net increase of capital borrowed Net increase of returned business capital Write-back of tax received Other cash received concerning operating activities 2,797,652.48 1,965,218.06 3,813,783.55 1,481,403.12 Subtotal of cash inflow arising from operating activities 102,259,489.89 3,545,067.06 31,219,286.14 9,545,120.87 Cash paid for purchasing commodities and receiving labor service 64,910,004.04 312,804.31 52,559,143.94 1,218,636.65 Net increase of customer loans and advances Net increase of deposits in central bank and interbank Cash paid for original insurance contract compensation Cash paid for interest, commission charge and commission Cash paid for bonus of guarantee slip Cash paid to/for staff and workers 14,630,301.58 1,043,225.70 11,299,607.44 1,133,861.68 Taxes paid 9,882,161.43 210,999.31 8,331,191.06 31,928.65 Other cash paid concerning operating activities 6,632,023.06 7,768,258.43 6,151,399.36 3,142,663.79 Subtotal of cash outflow arising from operating activities 96,054,490.11 9,335,287.75 78,341,341.80 5,527,090.77 Net cash flows arising from operating activities 6,204,999.78 -5,790,220.69 -47,122,055.66 4,018,030.10 II. Cash flows arising from investing activities: Cash received from recovering investment Cash received from investment income Net cash received from disposal of fixed, intangible and other long-term assets 34,300.00 Net cash received from dis posal of subsidiaries and other units Other cash received concerning investing activities Subtotal of cash inflow from investing activities 34,300.00 Cash paid for purchasing fixed, intangible and other long -term assets 265,411.00 29,966.00 18,868,135.33 813,754.00 Cash paid for investment Net increase of mortgaged loans Net cash received from subsidiaries and other units Other cash paid concerning investing activities Subtotal of cash outflow from investing activities 265,411.00 29,966.00 18,868,135.33 813,754.00 Net cash flows arising from investing activities -265,411.00 -29,966.00 -18,833,835.33 -813,754.00 III. Cash flows arising from financing activities Cash received from absorbing investment Including: Cash received from absorbing minority shareholders’ investment by subsidiaries Cash received from loans 6,500,000.00 6,500,000.00 74,040,000.00 7,900,000.00 Cash received from issuing bonds Other cash received concerning financing activities Subtotal of cash inflow from financing activities 6,500,000.00 6,500,000.00 74,040,000.00 7,900,000.00 Cash paid for settling debts 3,500,000.00 1 3 ,5 0 0 , 0 0 0 .0 0 3 ,5 0 0,000.00 Cash paid for dividend and profit distributing or interest paying 2,870,466.66 435,486.03 3,808,242.56 865,877.71 Including: Dividend and profit of minority shareholder paid by subsidiaries Other cash paid concerning financing activities 1,388.50 1,388.50 Subtotal of cash outflow from financing activities 6,370,466.66 435,486.03 17,309,631.06 4,367,266.21 Net cash flows arising from financing activities 129,533.34 6,064,513.97 56,730,368.94 3,532,733.79 IV. Influence on cash due to fluctuation in exchange rate V. Net increase of cash and cash equivalents 6,069,122.12 244,327.28 -9,225,522.05 6,737,009.89 Add: Balance of cash and cash equivalents at the period -begin 36,655,536.17 4,869,795.27 110,933,403.84 2,188,333.46 VI. Balance of cash and cash equivalents at the period -end 42,724,658.29 5,114,122.55 101,707,881.79 8,925,343.35 Legal Representative: Zheng Qing Person in Charge of Accounting Works: Chen Binglian Person in Charge of A ccounting Institution: Yang Daoliang