海南大东海旅游中心股份有限公司 Hainan Dadonghai Tourism Centre (Holdings) Co., Ltd. The Third Quarterly Report for 2011 (Full Text) Disclosure Date: October 28, 2011 Hainan Dadonghai Tourism Centre (Holdings) Co., Ltd. The Third Quarterly Report for 2011 (Full Text) Hainan Dadonghai Tourism Centre (Holdings) Co., Ltd. The Third Quarterly Report For 2011 (Full Text) §1. Important Notes 1.1The Board of Directors and the Supervisory Committee of Hainan Dadonghai Tourism Centre (Holdings) Co., Ltd. (hereinafter referred to as the Company), along with all its directors, supervisors and senior executives hereby confirm that there are no any important omissions, fictitious statements or serious misleading information 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 Third Quarterly Financial Report 2011of the Company has not been audited by CPAs. 1.3 Li Yuanbin, Principal of the Company; Chen Liurong, Person in Charge of Accounting Works; and Li Zhi, Person in Charge of Accounting Organ (Accounting Officer) hereby confirm that the Financial Report of the Third Quarterly Report is true and complete. §2. Company Profile 2.1 Main accounting highlights and financial indexes: In RMB Yuan Increase/decrease scope 2011.9.30 2010.12.31 (%) Total assets (RMB) 114,421,669.99 119,382,660.10 -4.16% Owners’ equities attributable to the 81,813,512.54 87,266,354.32 -6.25% shareholders of listed company (RMB) Share capital (Share) 364,100,000.00 364,100,000.00 0.00% Net assets per share attributable to the shareholders of listed company 0.22 0.24 -8.33% (RMB/Share) Increase/decr Increase/decreas ease over the July-Sept. e over the same Jan.-Sept.2011 same period 2011 period of the of the last last year (%) year (%) Total operating income (RMB) 3,587,335.30 -43.13% 22,055,296.70 -16.23% Net profit attributable to the -3,817,708.87 -141.35% -5,452,841.78 -404.79% shareholders of listed company (RMB) Net cash flow arising from operating - - 336,309.22 -77.40% activities (RMB) Net cash flow arising from operating - - 0.0009 -78.05% activities per share (RMB/Share) Basic earnings per share (RMB/Share) -0.0105 -144.19% -0.0150 -400.00% Diluted earnings per share (RMB/Share) -0.0105 -144.19% -0.0150 -400.00% Weighted average return on equity (%) -4.52% -2.68% -6.45% -5.19% Weighted average return on equity after deducting non-recurring gains and -4.55% -2.40% -6.77% -5.17% losses (%) 2 Hainan Dadonghai Tourism Centre (Holdings) Co., Ltd. The Third Quarterly Report for 2011 (Full Text) Items of non-recurring gains and losses √Applicable □Inapplicable In RMB Yuan Items of non-recurring gains and losses Remarks(If Amount applicable) Governmental subsidy calculated into current gains and losses, while closely related with the business of the Company, excluding the fixed-amount or fixed-proportion 20,000.00 - governmental subsidy according to the unified national standard Other non-operating income and expenditure beside for the 254,111.60 - aforementioned items Total 274,111.60 - 2.2 Total number of shareholders at the end of the report period and shares held by the top ten shareholders with unrestricted conditions In Share Total number of shareholders 31,840 at the end of report period Particulars about the shares held by the top ten shareholders with unrestricted conditions Unrestricted shares held at Full name of shareholder Type of shares period-end Haikou Agriculture & Industry & 60,000,000 RMB common share Trade (Luoniushan) Co., Ltd. Yangfu Tongrong Investment 12,601,232 RMB common share Management Consultant Co., Ltd. Sanya Yongli Investment Co., Ltd. 6,930,000 RMB common share Wu Mingxiao 5,068,971 RMB common share China Jianyin Investment CITIC 4,620,000 RMB common share Assets Management CO., Ltd. Cao Huili 4,143,939 RMB common share Domestically listed foreign CITRINE CAPITAL LIMITED 3,265,200 share China Foreign Economy and Trade 2,772,000 RMB common share Trust Co., Ltd. CHINA MERCHANTS Domestically listed foreign 2,635,907 SECURITIES (HK) CO.LTD. share He Haichao 2,550,588 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 Particulars about material changes in items of main accounting statement and financial index, and explanations of reasons: 1. Monetary fund decrease RMB 1,669,455.58 over that of year-begin with 53.78% down, mainly because income from hotel business in this period decreased. 2. Account receivable decrease RMB 4,396,371.10 over that of year-begin with 83.37% down, 3 Hainan Dadonghai Tourism Centre (Holdings) Co., Ltd. The Third Quarterly Report for 2011 (Full Text) mainly because sales amount of hotel was recover in this period. 3. Account paid in advance increase RMB 757,397.93 over that of year-begin with 184.24% up, mainly because increase of amount for purchasing goods were paid in advance. 4. Construction in progress increase RMB 4,000,000.00 over that of year-begin, mainly because investment of decoration reforming for the hotel increased. 5. Long-term expenses to be amortized increase RMB 1,111,193.31 over that of year-begin, mainly because amortization expense of decoration reforming for hotel increased. 6. Account payable increase RMB 595,096.62 over that of year-begin with 39.06% up, mainly because the increase of account payable for purchasing. 7. Account received in advance decrease RMB 907,015.68 over that of year-begin with 29.34% down, mainly because the room amount received in advance decreased. 8. Operating profit suffer major deficit of RMB -4,348,628.13 over same period of last year with 315.50% losses increased, mainly because the decrease of income and soaring cost and expenses. 9. Net profit suffer major deficit of RMB -4,372,627.43 over same period of last year with 404.79% losses increased, mainly because the decrease of income and soaring cost and expenses. 10. Net cash flow arising from operating activities decrease RMB 1,151,600.08 over same period of last year with 77.40% down, mainly because the decrease of income from hotel. 11. Net cash flow arising from investment activities increase RMB1,743,552.80 over same period of last year with 893.16% up, mainly because the investment of reforming for hotel. 3.2 Progress of significant events, their influences, and analysis and explanation of their solutions 3.2.1 Qualified opinion □Applicable √Inapplicable 3.2.2 Particular about fund offers to controlling shareholders or associated parties and external guarantee that against the regulation. □Applicable √Inapplicable 3.2.3 Particular about signing and implementation on significant contracts of ordinary management. □Applicable √Inapplicable 3.2.4 Other □Applicable √Inapplicable 3.3 Implementations of commitments by the Company, shareholders and actual controller The following events committed by related parties such as listed companies, directors, supervisors, senior management, shareholders holding above 5% shares of the Company as well as actual controllers in reporting period or extending to reporting period. √Applicable □Inapplicable Commitments Promiser Content of commitments Implementation Found more details in (II) of “VI” of Section X Significant The Event contained in full text of Part of the Company or annual report 2010. Till Commitments for Share Merger commitments was shareholders recently, promise that not Reform implemented while with over 5% implemented are: “looking for part of them not yet shares held a reorganize party to reorganizing assets in proper time” Commitments made in Inapplicable Inapplicable Inapplicable 4 Hainan Dadonghai Tourism Centre (Holdings) Co., Ltd. The Third Quarterly Report for 2011 (Full Text) Acquisition Report or Reports on Change in Interests Commitments made in Material Inapplicable Inapplicable Inapplicable Assets Reorganization Commitments made in issuing Inapplicable Inapplicable Inapplicable Other commitments (including Inapplicable Inapplicable Inapplicable additional commitments) 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 Particulars about the other significant events which needed explanations 3.5.1 Particulars about securities investment □Applicable √Inapplicable 3.5.2 Activities on receiving research, communication and interview in the report period In the report period, the Company did not receive spot investigation, telephone communication or written enquiries from the investors 3.6 Particulars about derivatives investment □Applicable √Inapplicable 3.6.1 Particulars about the positions of derivatives investment at the end of report period □Applicable √Inapplicable §4. Appendix 4.1 Balance sheet Prepared by Hainan Dadonghai Tourism Centre (Holdings) Co., Ltd. Sept.30, 2011 In RMB Yuan Balance at period-end Balance at year-begin Items Parent Parent Consolidation Consolidation Company Company Current assets: Monetary funds 1,434,822.61 1,434,822.61 3,104,278.19 3,104,278.19 Settlement provisions Capital lent Transaction finance asset Notes receivable Accounts receivable 877,036.73 877,036.73 5,273,407.83 5,273,407.83 Accounts paid in advance 1,168,496.49 1,168,496.49 411,098.56 411,098.56 Insurance receivable Reinsurance receivables Contract reserve of reinsurance receivable Interest receivable Dividend receivable Other receivables 397,945.87 397,945.87 427,914.11 427,914.11 Purchase restituted finance asset Inventories 616,754.35 616,754.35 587,653.23 587,653.23 5 Hainan Dadonghai Tourism Centre (Holdings) Co., Ltd. The Third Quarterly Report for 2011 (Full Text) Non-current asset due within one year Other current assets 9,480,819.00 9,480,819.00 9,480,819.00 9,480,819.00 Total current assets 13,975,875.05 13,975,875.05 19,285,170.92 19,285,170.92 Non-current assets: Granted entrusted loans and advances Finance asset available for sales Held-to-maturity investment Long-term account receivable Long-term equity investment Investment property Fixed assets 65,178,120.68 65,178,120.68 69,289,462.86 69,289,462.86 Construction in progress 4,000,000.00 4,000,000.00 Engineering material Disposal of fixed asset Productive biological asset Oil and gas asset Intangible assets 30,043,480.95 30,043,480.95 30,695,026.32 30,695,026.32 Expense on Research and Development Goodwill Long-term expenses to be 1,224,193.31 1,224,193.31 113,000.00 113,000.00 apportioned Deferred income tax asset Other non-current asset Total non-current asset 100,445,794.94 100,445,794.94 100,097,489.18 100,097,489.18 Total assets 114,421,669.99 114,421,669.99 119,382,660.10 119,382,660.10 Current liabilities: Short-term loans 1,000,000.00 1,000,000.00 1,000,000.00 1,000,000.00 Loan from central bank Absorbing deposit and interbank deposit Capital borrowed Transaction financial liabilities Notes payable Accounts payable 2,118,534.18 2,118,534.18 1,523,437.56 1,523,437.56 Accounts received in advance 2,184,871.56 2,184,871.56 3,091,887.24 3,091,887.24 Selling financial asset of repurchase Commission charge and commission payable Wage payable 3,113,633.32 3,113,633.32 3,148,124.82 3,148,124.82 Taxes payable -1,055,162.53 -1,055,162.53 -1,174,778.35 -1,174,778.35 Interest payable Dividend payable Other accounts payable 25,246,280.92 25,246,280.92 24,527,634.51 24,527,634.51 6 Hainan Dadonghai Tourism Centre (Holdings) Co., Ltd. The Third Quarterly Report for 2011 (Full Text) Reinsurance payables Insurance contract reserve Security trading of agency Security sales of agency Non-current liabilities due within 1 year Other current liabilities Total current liabilities 32,608,157.45 32,608,157.45 32,116,305.78 32,116,305.78 Non-current liabilities: Long-term loans Bonds payable Long-term account payable Special accounts payable Projected liabilities Deferred income tax liabilities Other non-current liabilities Total non-current liabilities Total liabilities 32,608,157.45 32,608,157.45 32,116,305.78 32,116,305.78 Owner’s equity (or shareholders’ equity): Paid-in capital (or share 364,100,000.00 364,100,000.00 364,100,000.00 364,100,000.00 capital) Capital public reserve 54,142,850.01 54,142,850.01 54,142,850.01 54,142,850.01 Less: Inventory shares Reasonable reserve Surplus public reserve Provision of general risk -336,429,337.4 -336,429,337.4 -330,976,495.6 Retained profit -330,976,495.69 7 7 9 Balance difference of foreign currency translation Total owner’s equity attributable 81,813,512.54 81,813,512.54 87,266,354.32 87,266,354.32 to parent company Minority interests Total owner’s equity 81,813,512.54 81,813,512.54 87,266,354.32 87,266,354.32 Total liabilities and owner’s equity 114,421,669.99 114,421,669.99 119,382,660.10 119,382,660.10 4.2 Profit statement in the report period Prepared by Hainan Dadonghai Tourism Centre (Holdings) Co., Ltd. July-Sept. 2011 In RMB Yuan Amount in this period Amount in last period Items Parent Parent Consolidation Consolidation Company Company I. Total operating income 3,587,335.30 3,587,335.30 6,308,414.50 6,308,414.50 Including: Operating income 3,587,335.30 3,587,335.30 6,308,414.50 6,308,414.50 Interest income Insurance gained Commission charge and commission income 7 Hainan Dadonghai Tourism Centre (Holdings) Co., Ltd. The Third Quarterly Report for 2011 (Full Text) II. Total operating cost 7,433,549.17 7,433,549.17 8,158,590.97 8,158,590.97 Including: Operating cost 1,061,395.51 1,061,395.51 1,268,988.44 1,268,988.44 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 200,890.79 200,890.79 346,962.81 346,962.81 Sales expenses 4,103,161.10 4,103,161.10 4,853,063.74 4,853,063.74 Administration expenses 2,005,766.96 2,005,766.96 1,631,798.59 1,631,798.59 Financial expenses 62,334.81 62,334.81 57,777.39 57,777.39 Losses of devaluation of asset 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 -3,846,213.87 -3,846,213.87 -1,850,176.47 -1,850,176.47 with “-”) Add: Non-operating income 28,705.00 28,705.00 126,919.55 126,919.55 Less: Non-operating expense 200.00 200.00 50.00 50.00 Including: Disposal loss of non-current asset IV. Total Profit (Loss is listed with -3,817,708.87 -3,817,708.87 -1,723,306.92 -1,723,306.92 “-”) Less: Income tax expense -141,480.37 -141,480.37 V. Net profit (Net loss is listed with -3,817,708.87 -3,817,708.87 -1,581,826.55 -1,581,826.55 “-”) Net profit attributable to owner’s -3,817,708.87 -3,817,708.87 -1,581,826.55 -1,581,826.55 of parent company Minority shareholders’ gains and losses VI. Earnings per share i. Basic earnings per share -0.0105 -0.0105 -0.0043 -0.0043 ii. Diluted earnings per share -0.0105 -0.0105 -0.0043 -0.0043 VII. Other consolidated income VIII. Total consolidated income -3,817,708.87 -3,817,708.87 -1,581,826.55 -1,581,826.55 Total consolidated income attributable -3,817,708.87 -3,817,708.87 -1,581,826.55 -1,581,826.55 to owners of parent company Total consolidated income attributable to minority shareholders 8 Hainan Dadonghai Tourism Centre (Holdings) Co., Ltd. The Third Quarterly Report for 2011 (Full Text) The merging party realized net profit of RMB 00.00 before consolidation under same control in this period. 4.3 Profit statement from year-begin to the end of report period Prepared by Hainan Dadonghai Tourism Centre (Holdings) Co., Ltd. Jan.-Sept. 2011 In RMB Yuan Amount in this period Amount in last period Items Parent Parent Consolidation Consolidation Company Company I. Total operating income 22,055,296.70 22,055,296.70 26,326,894.82 26,326,894.82 Including: Operating income 22,055,296.70 22,055,296.70 26,326,894.82 26,326,894.82 Interest income Insurance gained Commission charge and commission income II. Total operating cost 27,782,250.08 27,782,250.08 27,705,220.07 27,705,220.07 Including: Operating cost 4,454,890.22 4,454,890.22 4,640,391.82 4,640,391.82 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 1,235,096.66 1,235,096.66 1,447,187.35 1,447,187.35 Sales expenses 12,535,798.38 12,535,798.38 13,221,240.77 13,221,240.77 Administration expenses 9,297,038.23 9,297,038.23 8,185,678.44 8,185,678.44 Financial expenses 259,426.59 259,426.59 210,721.69 210,721.69 Losses of devaluation of asset 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 -5,726,953.38 -5,726,953.38 -1,378,325.25 -1,378,325.25 with “-”) Add: Non-operating income 274,311.60 274,311.60 328,160.90 328,160.90 Less: Non-operating expense 200.00 200.00 30,050.00 30,050.00 Including: Disposal loss of non-current asset IV. Total Profit (Loss is listed with -5,452,841.78 -5,452,841.78 -1,080,214.35 -1,080,214.35 “-”) Less: Income tax expense 9 Hainan Dadonghai Tourism Centre (Holdings) Co., Ltd. The Third Quarterly Report for 2011 (Full Text) V. Net profit (Net loss is listed with -5,452,841.78 -5,452,841.78 -1,080,214.35 -1,080,214.35 “-”) Net profit attributable to owner’s -5,452,841.78 -5,452,841.78 -1,080,214.35 -1,080,214.35 of parent company Minority shareholders’ gains and losses VI. Earnings per share i. Basic earnings per share -0.0150 -0.0150 -0.0030 -0.0030 ii. Diluted earnings per share -0.0150 -0.0150 -0.0030 -0.0030 VII. Other consolidated income VIII. Total consolidated income -5,452,841.78 -5,452,841.78 -1,080,214.35 -1,080,214.35 Total consolidated income attributable -5,452,841.78 -5,452,841.78 -1,080,214.35 -1,080,214.35 to owners of parent company Total consolidated income attributable to minority shareholders The merging party realized net profit of RMB 00.00 before consolidation under same control that occurred from year-begin to end of this period. 4.4 Cash flow statement from year-begin to the end of report period Prepared by Hainan Dadonghai Tourism Centre (Holdings) Co., Ltd. Jan.-Sept. 2011 In RMB Yuan Amount in this period Amount in last period Items Parent Parent Consolidation Consolidation Company Company I. Cash flows arising from operating activities: Cash received from selling commodities and providing labor 22,340,683.71 22,340,683.71 26,703,796.29 26,703,796.29 services Net increase of customer deposit and interbank deposit 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 Net increase of insured savings and 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 10 Hainan Dadonghai Tourism Centre (Holdings) Co., Ltd. The Third Quarterly Report for 2011 (Full Text) Other cash received concerning 621,767.26 621,767.26 887,813.01 887,813.01 operating activities Subtotal of cash inflow arising 22,962,450.97 22,962,450.97 27,591,609.30 27,591,609.30 from operating activities Cash paid for purchasing commodities and receiving labor 8,203,474.28 8,203,474.28 5,565,659.55 5,565,659.55 service 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 7,451,956.20 7,451,956.20 7,277,706.23 7,277,706.23 workers Taxes paid 2,062,348.15 2,062,348.15 2,533,072.47 2,533,072.47 Other cash paid concerning 4,908,363.12 4,908,363.12 10,727,261.75 10,727,261.75 operating activities Subtotal of cash outflow arising 22,626,141.75 22,626,141.75 26,103,700.00 26,103,700.00 from operating activities Net cash flows arising from 336,309.22 336,309.22 1,487,909.30 1,487,909.30 operating activities 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 8,390.00 8,390.00 long-term assets Net cash received from disposal of subsidiaries and other units Other cash received concerning investing activities Subtotal of cash inflow from 8,390.00 8,390.00 investing activities Cash paid for purchasing fixed, 1,947,154.80 1,947,154.80 195,212.00 195,212.00 intangible and other long-term assets Cash paid for investment Net increase of mortgaged loans Net cash received from subsidiaries and other units Other cash paid concerning investing activities 11 Hainan Dadonghai Tourism Centre (Holdings) Co., Ltd. The Third Quarterly Report for 2011 (Full Text) Subtotal of cash outflow from 1,947,154.80 1,947,154.80 195,212.00 195,212.00 investing activities Net cash flows arising from -1,938,764.80 -1,938,764.80 -195,212.00 -195,212.00 investing activities 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 Cash received from issuing bonds Other cash received concerning financing activities Subtotal of cash inflow from financing activities Cash paid for settling debts Cash paid for dividend and profit 67,000.00 67,000.00 distributing or interest paying Including: Dividend and profit of minority shareholder paid by subsidiaries Other cash paid concerning financing activities Subtotal of cash outflow from 67,000.00 67,000.00 financing activities Net cash flows arising from -67,000.00 -67,000.00 financing activities IV. Influence on cash and cash equivalents due to fluctuation in exchange rate V. Net increase of cash and cash -1,669,455.58 -1,669,455.58 1,292,697.30 1,292,697.30 equivalents Add: Balance of cash and cash 3,104,278.19 3,104,278.19 3,425,846.65 3,425,846.65 equivalents at the period -begin VI. Balance of cash and cash 1,434,822.61 1,434,822.61 4,718,543.95 4,718,543.95 equivalents at the period -end 4.5 Auditor’s report Auditor’s opinions: Un-audited Chairman: Li Yuanbin Hainan Dadonghai Tourism Centre (Holdings) Co., Ltd. October 26, 2011 12