海南大东海旅游中心股份有限公司 Hainan Dadonghai Tourism Centre (Holdings) Co., Ltd. SEMI-ANNUAL REPORT 2012 (Full-Text) Disclosed date: 27 August 2012 司公限有份股心中游旅海东大南海 2012 文全告报度年半年 SEMI-ANNUAL REPORT 2012 I Important Notice The Board of Directors and its directors, Supervisory Committee and its supervisors, senior executives of Hainan Dadonghai Tourism Centre (Holdings) Co., Ltd. (hereinafter referred to as the Company) hereby confirm that there are no false recordation, misleading statements or material omissions carried in this report, and shall take all responsibilities, individually and/or jointly, for the reality, accuracy and completeness of the whole contents. All of the directors are present the meeting of the Board for deliberating the semi-annual report of the Company Financial report of this semi-annual repot has not been audited by CPA. Li Yuanbin, person in charge of the Company, Chen Liurong, person in charge of accounting works as well as person in charge of accounting institution (accounting officer) Li Zhi hereby confirm the truthfulness and completeness of the Financial Report in the Semi-annual Report 2012. Paraphrase Items Refers to Definition Company, the Company Refers to Hainan Dadonghai Tourism Centre (Holdings) Co.,Ltd. II. Company Profile (I) Company information Code for A-share 000613 Code for B-share 200613 Short form for Short form for A-share ST Donghai-A ST Donghai-B B-share Listing stock exchange Shenzhen Stock Exchange Legal Chinese name of the Company 司公限有份股心中游旅海东大南海 Abbr. of legal Chinese name of the Company 海东大 Legal English name of the Hainan Dadonghai Tourism Centre (Holdings) Co.,Ltd. Company Abbr. of legal English DADNGHAI DADONGHAI-B 、 name of the Company Legal Representative Li Yuanbin Registered Add. Dadonghai Sanya Post Code of registered 572021 add. Office Add. Dadonghai Sanya Post Code of office add. 572021 Internet website http://www.cninfo.com.cn E-mail hnddh@21cn.com (II) Contact person and ways Secretary of the Board Rep. of security affairs Name Wang Hongjuan Wang Hongjuan Contact adds. Dadonghai Sanya Dadonghai Sanya 2 司公限有份股心中游旅海东大南海 2012 文全告报度年半年 Tel. 0898-88219921 0898-88219921 Fax. 0898-88214998 0898-88214998 E-mail hnddh@21cn.com hnddh@21cn.com (III) Information disclosure and place for preparation Newspapers Designated for indormation Securities Times and Hong Kong Comercial Daily disclosure Website desinated by CSRC for http://www.cninfo.com.cn publishing semi-annual report place for preparation of semi-annual Security department of the Company report III. Major accounting data and business abstract (I) Major accounting data and financial indexes Whether retroactive adjusted on previous financial report or not □Yes √ No □ non-applicable Major accounting data Reporting period Same period of Increase/decrease in this report Major accounting data (Jan. to June) last year period year-on-year (%) Total business revenue(RMB) 20,425,639.30 18,467,961.40 10.6% Business profit(RMB) 628,949.74 -1,880,739.51 133.44% Total profit(RMB) 785,888.33 -1,635,132.91 136.05% Net profit attributable to shareholders of the listed company 589,416.25 -1,635,132.91 136.05% (RMB) Net profit attributable to shareholders of the listed company 432,477.66 -1,880,739.51 123% after deducting non-recurring gains and losses(RMB) Net cash flow arising from operating -284,159.33 445,270.62 -163.82% activities(RMB) Increase/decrease in this End of this period End of last period period-end over that of last period-end (%) Total assets(RMB) 114,291,655.26 118,036,774.80 -3.17% Owners’ equity attributable to shareholders of the listed 82,574,542.07 81,985,125.82 0.72% company(RMB) Share capital(Share) 364,100,000.00 364,100,000.00 0% Major financial indexes Reporting Same period Increase/decrease in this report Major financial indexes period (Jan. to of last year period year-on-year (%) June) Basic earnings per share (RMB/Share) 0.0016 -0.0045 135.56% Diluted earnings per share (RMB/Share) 0.0016 -0.0045 135.56% Basic EPS after deducting non-recurring 0.0012 -0.0052 123.08% gains/losses (RMB/Share) Fully diluted ROE (%) 0.71% -1.91% 2.62% 3 司公限有份股心中游旅海东大南海 2012 文全告报度年半年 Weighted average ROE (%) 0.72% -1.89% 2.61% Fully diluted ROE after deducting 0.52% -2.2% 2.72% non-recurring gains/losses (%) Weighted average ROE after deducting 0.53% -2.18% 2.71% non-recurring gains/losses (%) Net cash flow per share arising from operating -0.0008 0.0012 -166.67% activities (RMB/Share) Increase/decrease in this End of this End of last period-end over same period of period period last period-end (%) Net assets per share attributable to shareholder 0.23 0.23 0% of listed company (RMB/ Share) Asset-liability ratio (%) 27.75% 30.54% -2.79% Explanation on previous major accounting data and financial indexes at period-end: Nil (II) Difference of accounting data under CAS and IAS 1. Difference of net profit and net assets disclosed in financial report based on IAS and CAS □ Applicable √ Non-applicable 2. Difference of net profit and net assets disclosed in financial report based on foreign accounting standards and CAS □ Applicable √ Non-applicable 3. Detail items for major differences Nil 4. Explanation on accounting data difference under the foreign/domestic accounting standards Nil (III) Item and amount with non-recurring gains/losses deducted √applicable □Non-applicable Items Amount (RMB) Note Gains and losses from disposal of non-current assets 3,920.00 - Tax refund or exemption out of authorization, with absence of official approval document or accidentally Governmental subsidy calculated into current gains and losses(while closely related with the normal business of the Company, excluding the fixed-amount or fixed-proportion governmental subsidy according to the unified national standard) Fund occupation expenses received from non-financial enterprises that reckon into current gains/losses Income occurred when investment cost paid by enterprise for obtaining subsidiaries, associates and joint ventures are lower than its share in fair value of net realizable assets of invested units Gains and losses from exchange of non-monetary assets Gains and losses from entrusted investment or management assets 4 司公限有份股心中游旅海东大南海 2012 文全告报度年半年 Various asset impairment reserve provided for force majeure, such as natural disaster; Gains/losses from debt reorganization Reorganization expenses, such as expenditure for allocation of employees and integration fee Gains and losses from excess of transaction which are conducted on a non-fair-valued basis over its fair value Current net gains and losses of subsidiaries occurred from combination under the same control commencing from period-begin to combination date Gains and losses from contingent events which has no relation with normal business of the Company Gains and losses from change of fair values of held-for-transaction financial assets and financial liabilities except for the effective hedge business related to normal business of the Company, and investment income from disposal of transactional financial assets and liabilities and financial assets available for sale Reversal of impairment reserve for account receivable with separate impairment testing gains/ losses from external entrustment loans Gains and losses arising from change of fair value of investment properties whose follow-up measurement are at fair value Affect upon current gains/losses arising from the one-off adjustment in subject to requirement of laws and rules in relation to taxation and accounting Income from entrusted custody operation Other non-operating income and expenditure except the abovementioned 153,018.59 - Other item that satisfied the definition of non-recurring gains and losses Influenced amount of minority shareholders’ equity Impact on income tax Total 156,938.59 -- Explanation on “Other item that satisfied the definition of non-recurring gains and losses” and defined non-recurring gains and losses as recurring gain/loss according to natures and characteristic of self-operation status Nil IV. Changes in Share Capital and Particular about Shareholders (I) Changes in share capital 1. Statement of changes in shares √Applicable □Non-applicable Before the Changes Increase/Decrease in the Change (+, -) After the Changes Bo Public Newly- Proportio nus reserve-c Proportio Amount issued Others Subtotal Amount n (%) sha onverted n (%) shares res shares I. Restricted shares 17,308,000 4.75% -132,000 -132,000 17,176,000 4.72% 1. State-owned shares 2. State-owned legal 5,922,000 1.63% 5,922,000 1.63% person’s shares 3. Other domestic shares 11,386,000 3.13% -132,000 -132,000 11,254,000 3.09% Including: Domestic legal 11,254,000 3.09% -132,000 -132,000 11,122,000 3.05% person’s shares Domestic natural person’s 132,000 0.04% 132,000 0.04% shares 5 司公限有份股心中游旅海东大南海 2012 文全告报度年半年 4. Foreign shares Including: Foreign legal person’s shares Foreign natural person’s shares 5. Senior executives’ shares II. Unrestricted shares 346,792,000 95.25% 132,000 132,000 346,924,000 95.28% 1. RMB Ordinary shares 258,792,000 71.08% 132,000 132,000 258,924,000 71.11% 2. Domestically listed 88,000,000 24.17% 88,000,000 24.17% foreign shares 3. Overseas listed foreign shares 4. Others III. Total shares 364,100,000.00 100% 364,100,000.00 100% Approval for changes in shareholding (if applicable) Nil Transfer of shares As at the implementation date of equity reform, Sanya Army Branch Soldiers Service Center, being shareholder holding circulating shares subject to sales restriction, held 132,000 shares of the Company. On 22 April 2011, such 132,000 shares were transferred to Hainan Jiuyuan Ecological Art Engineering Co., Ltd. on 6 January 2012, Hainan Jiuyuan Ecological Art Engineering Co., Ltd. repaid 39,600 shares paid in advance for equity reform, and then transferred such shares to Hainan Yangpu Tongrong Investment Management Consultation Co., Ltd. It held 92,400 shares accordingly, which obtained circulation on 6 January 2012. Affects by changes in shareholding on the latest earnings per share, net assets per share and other financial indicators (if any) Nil Other contents which are required to disclose by the Company or securities authorities Nil 2. Changes in restricted shares √ Applicable □ non-applicable Restricted Amount of Amount of the Restricted shares the restricted shares Reasons for Shareholders increased restricted Un-lock dated shares held at un-lock restriction in this shares at period-begin this period period period-end Legal Sanya Zhongxing Development Co., After pre-paid shares of 3,630,000 0 0 3,630,000 commitment of Ltd. share reform paid share reform Legal After pre-paid shares of Sanya Real Estate Appraisal Firm 1,320,000 0 0 1,320,000 commitment of share reform paid share reform Legal Hainan Hong Kong & Macao After pre-paid shares of 1,320,000 0 0 1,320,000 commitment of International Tourism Ltd. share reform paid share reform Legal Haikou Dongfang Urban Credit After pre-paid shares of 1,320,000 0 0 1,320,000 commitment of Cooperatives share reform paid share reform Hainan Zhongjin Indusry Trading Co., 1,320,000 0 0 1,320,000 Legal After pre-paid shares of 6 司公限有份股心中游旅海东大南海 2012 文全告报度年半年 Ltd. commitment of share reform paid share reform Legal Hainan Branch of Bank of After pre-paid shares of 1,320,000 0 0 1,320,000 commitment of Communications Co., Ltd share reform paid share reform Legal Guangzhou Dongzhan Industrial Co., After pre-paid shares of 1,320,000 0 0 1,320,000 commitment of Ltd. share reform paid share reform Legal Shenyang Jin’an Industrial After pre-paid shares of 1,188,000 0 0 1,188,000 commitment of Corporation share reform paid share reform Legal After pre-paid shares of Hainan Dadonghai Tourism Co., Ltd 1,056,000 0 0 1,056,000 commitment of share reform paid share reform Legal Hangzhou Huayuan Industrial Co., After pre-paid shares of 840,000 0 0 840,000 commitment of Ltd. share reform paid share reform Legal Other shareholders with restriction After pre-paid shares of 2,674,000 132,000 0 2,542,000 commitment of conditions share reform paid share reform Total 17,308,000 132,000 0 17,176,000 -- -- (II) Security offering and listing 1. Security offering in previous three years □applicable √Non-applicable 2. Changes of total shares and structures as well as outcome of asset-liability structures □applicable √Non-applicable 3. Current shares held by internal staffs □applicable √Non-applicable (III) Shareholders and actual controller 1. Total shareholders at period-end Till end of reporting period, total shareholders of the Company amounting to 29,593. 2. Top ten shareholders Particulars about the shares held by the top ten shareholders Proportion of Amount of Shares pledged or frozen Nature of Total amount Shareholders (full name) shares held the restricted shareholders of shares held Share status Amount (%) shares held Domestic pledged Haikou Agriculture & Industry & non-state-owned 16.81% 61,190,270 0 60,000,000 Trade (Luoniushan) Co., Ltd. legal person Domestic pledged Yangpu Tongrong Investment non-state-owned 3.47% 12,640,832 0 12,600,000 Management Consultation Co., Ltd. legal person Domestic natural He Haichao 3.09% 11,264,307 0- 0 persons Domestic Sanya Yongli Investment Co., Ltd non-state-owned 1.9% 6,930,000 0- 0 legal person CI CITIC Assets Management Co., Domestic 1.27% 4,620,000 0- 0 Ltd. non-state-owned 7 司公限有份股心中游旅海东大南海 2012 文全告报度年半年 legal person Domestic natural Cao Huili 1.14% 4,143,939 0- 0 persons Domestic natural Liang Ruizhi 1.13% 4,127,545 0- 0 persons Domestic Sanya Zhongxing Development Co., non-state-owned 1% 3,630,000 3,630,000 - 0 Ltd. legal person Foreign legal CITRINE CAPITAL LIMITED 0.9% 3,265,200 0- 0 persons China Merchants Securities (HK) Co., State-owned legal 0.76% 2,749,501 0- 0 Ltd. person Explanation on shareholders Particulars about the shares held by the top ten unrestricted shareholders √applicable □Non-applicable Amount of unrestricted Type/amount of shares Shareholders shares held at period-end Type Amount Haikou Agriculture & Industry & 61,190,270 A-share 61,190,270 Trade (Luoniushan) Co., Ltd. Yangpu Tongrong Investment 12,640,832 A-share 12,640,832 Management Consultation Co., Ltd. He Haichao 11,264,307 A-share 11,264,307 Sanya Yongli Investment Co., Ltd 6,930,000 A-share 6,930,000 CI CITIC Assets Management Co., 4,620,000 A-share 4,620,000 Ltd. Cao Huili 4,143,939 A-share 4,143,939 Liang Ruizhi 4,127,545 A-share 4,127,545 CITRINE CAPITAL LIMITED 3,265,200 B-share 3,265,200 China Merchants Securities (HK) 2,749,501 B-share 2,749,501 Co., Ltd. Sanya Rural Commercial Union 2,310,000 A-share 2,310,000 Explanation on associated relationship among the top ten shareholders or (and) consistent action The Company is unknown whether there exists associated relationship or belongs to the consistent actor regulated by the Management Measure of Information Disclosure on Change of Shareholding for Listed Company among the other shareholders. 3. Controlling shareholders and actual controller (1) Changes of controlling shareholders and actual controller □applicable √Non-applicable (2) Introduction of controlling shareholders and actual controller Whether has new actual controller or not □Yes √No □ non-applicable Name of actual controller Haikou Agriculture & Industry & Trade (Luoniushan) Co., Ltd. Type of actual controller Group Explanation: On 29 January 2010, the Company received “the confirmation book of security transfer” issued by Shenzhen Branch of China Security Registration & Settlement Ltd from Haikou Agriculture, Industry & Trade (Luoniushan) Co., Ltd., it confirmed that 60 million A shares held by Haikou Food Ltd has transferred to Haikou Agriculture, 8 司公限有份股心中游旅海东大南海 2012 文全告报度年半年 Industry & Trade (Luoniushan) Co., Ltd. After this transfer, Haikou Agriculture, Industry & Trade (Luoniushan) Co., Ltd. held 60 million A shares and account for 16.48% of the Company, be the largest shareholder of the Company. Ended as this reporting period, Haikou Agriculture & Industry & Trade (Luoniushan) Co., Ltd. holds 61190270 shares of the Company, a 16.81 percent in total share capital of the Company. Haikou Agriculture & lndustry &Trade(LUONIUSHAN) Co., Ltd (stock abbreviation: Luoniushan, stock code: 000735) with Xu Zili as its legal representative; the founding date is Oct. 15, 1993; registering capital is RMB 880,132,000.00; registering address is No.50 Renmin Road, Haikou city; operation covers seeding breeding industry, developing industry, operation of real estate developing, construction and decoration engineer, manufacture and sales of fertilizer, processing and sales of agricultural products and feeds, accessories of technical automobiles and motorcycles, electronic products, metallic materials (except for exclusive business), chemical and industrial products (except for exclusive business), household appliances, modern office supplies, document supplies, daily-use articles, food, construction materials, sales of agricultural specialties, restaurant industry, development and construction of trading market and leasing services.( Licensing apply for items with administrative licensing required) (3) Block diagram of property rights and controlling relationship between the Company and actual controller (4) Actual controller controlling the Company by means of entrust or other assets management □applicable √Non-applicable 4. Other legal person’s shareholders with over ten percent shares held □applicable √Non-applicable (IV) Convertible bonds □applicable √Non-applicable 9 司公限有份股心中游旅海东大南海 2012 文全告报度年半年 V. Directors, Supervisors and Senior Executives (I) Changes of shares held by directors, supervisors and senior executive Whether Amount of received Amount of Amount of Shares shares Shares held Including: remuneration shares stock option held at decreased at restricted Reasons for from Name Title Sex Age Office dated from Office dated ended increase in held at period-be in this period-end shares held changes shareholders’ this period-end gin(Share) period (Share) (Share) unit or other period(Share) (Share) (Share) related unit or not Li Yuanbin Chairman& GM M 62 2011-06-16 2014-06-16 0 0 0 0 0 0- No Chen Rijin Independent Director M 67 2011-06-16 2014-06-16 0 0 0 0 0 0- No Li Independent Director M 66 2011-06-16 2014-06-16 0 0 0 0 0 0- No Guangzhong Feng Da’an Independent Director M 65 2011-06-16 2014-06-16 0 0 0 0 0 0- No Li Wei Director M 51 2011-06-16 2014-06-16 0 0 0 0 0 0- No Liu Juntao Director M 44 2011-06-16 2014-06-16 0 0 0 0 0 0- No Huang Supervisor M 43 2011-06-16 2014-06-16 0 0 0 0 0 0- No Wencai Li Zhi Supervisor M 32 2011-06-16 2014-06-16 0 0 0 0 0 0- No Wang Jialing Supervisor F 46 2011-06-16 2014-06-16 0 0 0 0 0 0- No Chen Deputy GM& CFO M 48 2011-06-16 2014-06-16 0 0 0 0 0 0- No Liurong Wang Secretary of the Board F 36 2011-06-16 2014-06-16 0 0 0 0 0 0- No Hongjuan 10 司公限有份股心中游旅海东大南海 2012 文全告报度年半年 Total -- -- -- -- -- -- -- Directors, supervisor and senior executives who awarded equity incentive in report period □Applicable √Non-applicable 11 司公限有份股心中游旅海东大南海 2012 文全告报度年半年 (II) Representation Representation in shareholders’ unit □Applicable √Non-applicable Representation in other unit □Applicable √Non-applicable (III) Remuneration of directors, supervisors and senior executives Subject to the articles of association, remuneration of directors and supervisors is determined by general meeting, remuneration of senior management such as general manager, deputy Decision making general manager, board secretary and financial principal is determined by the board. The process for remuneration and examination committee of the board is responsible for reviewing the remuneration of performance assessment standard and remuneration policy for directors and senior directors, supervisors management. Based on the above, remuneration of directors and supervisors is implemented and senior subject to review by the remuneration and examination committee, the board, the management supervisory committee and general meeting; and remuneration of senior management is implemented subject to review by the remuneration and examination committee and the board. Basis for 1. Remuneration standard for directors and supervisors is determined by the resolution on determination of the adjustments to directors’ remuneration and resolution of adjustments to supervisor’s remuneration of remuneration as approved at the 2006 annual general meeting; directors, supervisors 2. Remuneration standard for senior management is determined by the resolution on and senior adjustments to senior management’ remuneration as approved at the10th meeting of the 5th management board held on 27 April 2008. The Company has 11 directors, supervisors and senior management presently, and 5 of them Actual payment of the receive remuneration from the Company. As of 30 June 2012, the aggregate remuneration remuneration of received by directors, supervisors and senior management from the Company was directors, supervisors RMB565,300 (before tax), among which, senior management received RMB369,600, and and senior directors, supervisors and independent directors received RMB 195,700 (before tax). Such management remuneration was paid month by month. (IV) Changes of directors, supervisors and senior executives Nil (V) Staff of the Company Person on-jobs 165 Retirement person whose charges undertake by the 0 Company Professional categories Types of professional category Numbers of professional category Production staff 106 Salesman 5 Technician 18 Financial staff 21 Administration staff 15 Education background Type of education background Numbers (people) Master 1 Undergraduate 10 Junior college 21 High school and below 133 12 司公限有份股心中游旅海东大南海 2012 文全告报度年半年 Explanation of staff No charges of retired employees bear by the Company VI. Report of the Board (I) Management discussion and analysis Reasons: gradual recovery of tourism market in Hainan, no affects from renovation as compared to the same period of last year, and stronger competitiveness of hotel operation after relevant renovation. During the reporting period, the Company recorded main operating income of RMB20,425,600, representing an increase of RMB1,957,600 or 10.6% as compared to the same period of last year; operating profit of RMB 628,900, representing an increase of RMB2,509,600 or 133.44% as compared to the same period of last year; non-operating net income of RMB156,900, representing a decrease of RMB88,700 or 36.12% as compared to the same period of last year; net profit of RMB589,400, representing an increase of RMB2,224,500 or 136.05% as compared to the same period of last year. The actual operation results differs 20% or above from the profit forecast of operation plan which has been publicly disclosed, or not: □ Yes √ No □ Non-applicable Operation and results analysis of main subsidiaries and associates of the Company Nil All risk factors which may adversely affect the Company’s future development strategy and operation target 1. Macro policy risk: the core business of the Company is tourism service. To standardize and improve tourism market condition, relevant national authorities may issue certain policies, the release of which may limit and affect development of local tourism and thus affect the Company’s main operating income. 2. Natural disaster risk: in recent years, kinds of natural disasters have frequently occurred globally. Hainan Island falls within the region of ocean climate, where natural disasters are especially frequent in summer. If typhoon arrives land just in Sanya, the Company’s facilities may be destroyed significantly, which in turn influence its normal operation. 3. Human resource risk: professional in hotel sales and management is in increasing need as tourism industry continuously expands and develops. Besides, due to the relatively high liquidity of hotel professionals, human resources strategy seems so important to the Company. Though the Company has relatively healthy human resource system, it still faces risk of losing professionals, which in turn limits its development. 4. Business risk: the major operation of the Company is operation of a hotel with no great scale. The single operation, limited operation scope, change in tourism market and number of visitors directly affect its results to certain extent. 1. Main business and operations (1)Statement of main business classified according to industries and products Unit: RMB Increase or Increase or Increase or decrease of decrease of Classified decrease of operating gross profit according to Operating Gross profit operating cost Operating cost revenue over ratio over the industries or revenue ratio (%) over the last the last same last same products same period of period of last period of last last year (%) year (%) year (%) According to industries 13 司公限有份股心中游旅海东大南海 2012 文全告报度年半年 Tourism diet 20,425,639.30 3,022,082.13 85.2% 10.6% -10.94% 3.58% service According to products Guest room 15,662,395.50 5,168.33 99.97% 14.4% -41.18% 0.03% Food & 4,763,243.80 3,016,913.80 36.66% -0.35% -10.87% 7.47% beverage Explanation on main business classified according to industries and products Nil Explanation on major changes of gross profit over same period of last year Nil (2) Main business classified according to areas Unit: RMB Increase/decrease in revenue from Areas Operating revenue operations over the same period of last year (%) Hainan Province 20,425,639.30 10.6% Explanation on main business according to areas Nil Explanation on main business institution Nil (3) Explanation on reasons of material changes in main operations and its structure □Applicable √Non-applicable (4) Explanation on reasons of material changes in profitability (gross profit ratio) of main operations compared with that of last year □Applicable √Non-applicable (5) Analysis on reasons of material changes in profit structure compared with the previous year □Applicable √Non-applicable (6) Business nature, main products or service as well as net profit for stock jointly enterprises who take over 10% of the net profit □Applicable √Non-applicable (7) Problems and difficulties in operation Main business of the Company is the Hotel with small scale, a single main business, small scale and has limited in business scope; the Company has no a stable industrial. 14 司公限有份股心中游旅海东大南海 2012 文全告报度年半年 2. Internal control mechanism related with fair-value measurement □Applicable √Non-applicable 3. Foreign currency financial assets and financial liabilities held □Applicable √Non-applicable (II) Investment of the Company 1. General Application of the raised proceeds □Applicable √Non-applicable 2. Commitments on projects of raised funds □Applicable √Non-applicable 3. Changes of projects of raised funds □Applicable √Non-applicable 4. Investment on major projects of non-raised funds □Applicable √Non-applicable (III) The modification of Board to the business plan for the second half of the year □Applicable √Non-applicable (IV) Prediction of business performance from January – September 2012 Estimation on 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 on reason □Applicable √Non-applicable (V) Explanation on “Qualified Opinion” from the Certified Public Accountants in the report period by the Board of Directors □Applicable √Non-applicable (VI) Explanation of the Management on changes and disposal of the issues involved in “Qualified Opinion” from the Certified Public Accountants in the last year by the Board of Directors √ Applicable □ Non-applicable During the reporting period, the Company vigorously expanded domestic and overseas tourism market by virtue of the unique geographical benefits of the hotel, and further increased market share with more resources allocation in marketing promotion. Meanwhile, the Company improved its repayment ability and its main financial operating indicators through a series of operation management measure such as reducing costs and increasing financing channels. The emphasized issues of the Company will be eliminated gradually. (VII)Stating the discussion results issued by the Board on changes in the Company’s accounting policies and accounting estimates or reasons for material accounting error correction and influences thereof □ Applicable √ Non-applicable 15 司公限有份股心中游旅海东大南海 2012 文全告报度年半年 (VIII) Determination and implementation of cash dividend policies of the Company Pursuant to the notice on further implementing cash distribution issues of listed company (ZJF No.37(2012)) issue by the CSRC, the Company amended its articles of association in respect of cash distribution terms based on its operation development. The Company held the 6th meeting of the 7th board and the 6th meeting of the 7th supervisory committee on 6 August 2012 respectively to consider the aforesaid amendment, and three independent directors also issued independent opinions on its profit distribution policy which was submitted to the 1st extraordinary general meeting 2012 held on 22 August 2012 to consider and approve. Details about the cash distribution policy prepared by the Company were available in the announcement relating to the resolution of the 6th meeting of the 7th board of Hainan Dadonghai Tourism Centre (Holdings) Co., Ltd. dated 7 August 2012. (IX) Plan of profit distribution or capital reserve capitalizing □Applicable √Non-applicable (X) Positive retained profit accumulated at end of 2011 without cash distribution carried out □Applicable √Non-applicable (XI) Other events disclosed Nil (XII) Liabilities, credit changes and cash arrangement for debt paying in later year (Only applies to listed company with corporate convertible bonds offered) □Applicable √Non-applicable VII. Significant Event (I)Corporate governance During the reporting period, the Company continued to improve its internal control system and standardize various operation management pursuant to the Company Law, Securities Law, Governance Principles of Listed Company and relevant laws and regulations; In future, the Company will continue to improve its corporate governance structure, enhance operation level, maintain legal interests of its shareholders, especially minority shareholders, so as to promote constant, healthy and stable development. (II) Implementation of profit distribution plan, capital reserve capitalizing or shares offering that plan out previously and carry out in this reporting period □Applicable √Non-applicable (III) Material lawsuits and arbitrations □Applicable √Non-applicable No material lawsuits and arbitrations occurred in this period 16 司公限有份股心中游旅海东大南海 2012 文全告报度年半年 (IV) Related event of bankruptcy reorganization □Applicable √Non-applicable (V) Equity of other listed company and stock jointly financial enterprise held by the Company 1. Security investment □Applicable √Non-applicable 2. Equity of other listed company held by the Company □Applicable √Non-applicable 3. Equity of non-listed financial enterprise held by the Company □Applicable √Non-applicable 4. Buying and selling shares of other listed company □Applicable √Non-applicable (VI) Assets transaction 1. Assets purchased or acquired □Applicable √Non-applicable 2. Assets sold □Applicable √Non-applicable 3. Assets replacement □Applicable √Non-applicable 4. Business combination □Applicable √Non-applicable 5. Progress of the events and their influence on the Company’s operating results and financial status in the report period after the Report on Assets Restructure or Public Notice on Acquisition and Sales of Assets being published □Applicable √Non-applicable (VII) Explanation on shareholding increase proposed or implemented by largest shareholder of the Company and its persons acting in concert in reporting period □Applicable √Non-applicable (VIII) Implementation and its influence of equity incentive □Applicable √Non-applicable 17 司公限有份股心中游旅海东大南海 2012 文全告报度年半年 (IX) Significant related transaction 1. Related transaction related to daily operation √Applicable □Non-applicable Reasons of major Related Related Proportion in Content of Clearing form Influence of Market difference Type of related Pricing transaction transaction similar Related party Relationship related for related profit of the price(10 between transaction principle price (10 amount (10 transactions transaction transaction Company thousand yuan) trading price thousand yuan) thousand yuan) (%) and market reference price Haikou First Agriculture & largest Labor service Accommodatio Industry & Trade Market price 24.76 24.76 1.21% Bank transfer No influence 24.76 N/A shareholde received n (Luoniushan) Co., r Ltd. Total -- -- -- -- -- -- Details of major sold-goods return N/A Necessity and sustainable of related transaction as well as reasons The company familiar with the service quality of the hotel, which can provide a first-rate service to customers; and charges in a of related transaction with related parties(not with other marketing reasonable market price. dealers) Influence on independence of listed company from related N/A transaction Dependence on related parties by Company as well as relevant N/A solutions (If applicable) Actual implementation of those amount that predicted in this N/A period by category for daily related transaction Explanation on related transactions N/A Related transactions concerned with routine operations 18 司公限有份股心中游旅海东大南海 2012 文全告报度年半年 Selling products and providing labor service to related party Purchasing commodity and accepting labor service from related party Related party Proportion in similar transactions Proportion in similar transactions Trading amount(10 thousand yuan) Trading amount(10 thousand yuan) amount (%) amount (%) Haikou Agriculture & Industry & Trade 24.76 1.21% (Luoniushan) Co., Ltd. Total 24.76 1.21% Of which: in reporting period, RMB 247,600 was arising from related transaction by selling commodity to controlling shareholders and its subsidiary or providing labor service. 2. Related transaction incurred by purchase or sales of assets □Applicable √Non-applicable 3. Significant related transaction from jointly investment outside √Applicable □Non-applicable Register capital of Net profit of Progress of material Investor jointly Main business of invested enterprise Assets of invested invested construction in process Relate relationship Enterprise invested Currency investment invested enterprise (10 thousand enterprise enterprise(10 from invested yuan) thousand yuan) enterprise First largest shareholders of Haikou Agriculture & Total assets: 40,472,059.13 Hainan Luoniushan Hainan Luoniushan Agriculture Industry & Trade Yuan Holding Group Co., Agriculture development, 2,900 CNY 253,882.79Yuan N/A (Luoniushan) Co., Ltd., the Net assets: Ltd. Technology Co., Ltd. planting first largest shareholder of 29139859.13Yuan the Company Explanations: Found more details in “Notice of Related Jointly Investment outside” released on Securities Times, Hong Kong Commercial Daily and Juchao Website (http://www.cninfo.com.cn) dated 19 May 2012 4. Current related liabilities and debts √Applicable □Non-applicable 19 司公限有份股心中游旅海东大南海 2012 文全告报度年半年 Weather there is current related liabilities and debts √yes □no Funds offer to listed company by related parties(10 thousand Funds offered to related parties(10 thousand yuan) yuan) Related parties Relationship Balance at Occurred Amount Balance at Interest Interest Balance at Occurred Amount Balance at Interest Interest period-begin amount paid period-end earned cost period-begin amount paid period-end earned cost Non-operating Subtotal Operating Haikou Agriculture & Industry & Trade First largest 80 23.47 23.47 56.53 0 0 (Luoniushan) Co., Ltd. shareholder Subtotal 80 23.47 23.47 56.53 0 0 Total 80 23.47 23.47 56.53 0 0 Funds offered to controlling shareholders and its subsidiary by the 0 Company in report period (10 thousand yuan) Including: Non-operating amounts incurred(10 thousand yuan) 0 Balance of funds offered to controlling shareholders and its 0 subsidiary by the Company(10 thousand yuan) Including: Non-operating balance (10 thousand yuan) 0 Reasons of related liabilities and debts 无 Liquidation of related liabilities and debts 无 Commitments concerned with related liabilities and debts 无 Influence on business performance and financial status of the Company from related liabilities and debts 无 20 司公限有份股心中游旅海东大南海 2012 文全告报度年半年 Fund occupation and progress of paying off □Applicable √Non-applicable Till end of reporting period, accountability plan proposed by the Board for completed no non-operational fund occupation from listed company □Applicable √Non-applicable 21 司公限有份股心中游旅海东大南海 2012 文全告报度年半年 5. Other significant related transaction Nil (X) Significant contracts and its implementation 1. Profits earned from trusteeship, contract and lease reached over 10% (10% included) of total profit in this period (1) Trusteeship □Applicable √Non-applicable (2) Contract □Applicable √Non-applicable (3) Lease □Applicable √Non-applicable 2. Guarantees □Applicable √Non-applicable 3. Trust financing □Applicable √Non-applicable 4. Implementation of material contracts entered into during the normal operation Nil 5. Other significant contract □Applicable √Non-applicable (XI) Explanation on corporate bonds offering □Applicable √Non-applicable 22 司公限有份股心中游旅海东大南海 2012 文全告报度年半年 (XII) Implementation of commitments 1. Commitments made by the Company or shareholders holding above 5% shares of the Company in reporting period or extending to reporting period. √Applicable □Non-applicable Commitme Commitments Accepter Contents Commitment date Implementation nt term Found in VI (II) Part of them The Company of “X Significant In an implemented or shareholders Share Merger Reform Event” in full text 2007-06-20 appropriate and part of them with over 5% of annual report time still not shares held 2011 completed Commitments in report of acquisition or Non-applic Non-applicable Non-applicable Non-applicable equity change able Non-applic Commitments in assets replacement Non-applicable Non-applicable Non-applicable able Non-applic Commitments made in issuing Non-applicable Non-applicable Non-applicable able Other commitments for medium and small Non-applic Non-applicable Non-applicable Non-applicable shareholders able Completed on time or not □ Yes □ No √Non-applicable Detail reasons for un-complement and Non-applicable further plan Whether made a promise to horizontal competition and related transactions that □ Yes □ No √Non-applicable resulted or not Solution term promised Non-applicable Solution way Non-applicable Complementation Non-applicable 2. Explanation on assets or projects that reached the original profit forecast as well as its reasons while the reporting period still in forecast period, and there are profit forecast on assets or projects of the Company □Applicable √Non-applicable (XIII) Items of other consolidated income Unit: RMB Items This period Last period 1. Gains(losses) from financial assets available for sales Less: Income tax influences from financial assets available for sales Net amount reckoned into other consolidated income in previous period but transferred into gains/losses in current period Subtotal 23 司公限有份股心中游旅海东大南海 2012 文全告报度年半年 2. Shares in the other consolidated income of the investee calculated based on equity method Less: Income tax influences of shares in the other consolidated income of the investee calculated based on equity method Net amount reckoned into other consolidated income in previous period but transferred into gains/losses in current period Subtotal 3. Gains(losses) from cash flow hedge instrument Less: Income tax influences from cash flow hedge Net amount reckoned into other consolidated income in previous period but transferred into gains/losses in current period Adjusted amount transferred to initial confirmed amount of the arbitraged items Subtotal 4. Differences from translating foreign currency financial statements Less: Net amount of disposing overseas business transferred to current gains/losses Subtotal 5. Others Less: Income tax influences by others reckoned into other consolidated income Net amount reckoned into other consolidated income in previous period but transferred into gains/losses in current period Subtotal Total 0.00 0.00 (XIV)Registration form of receiving research, communication and interview in the report period Nil (XV) Engagement and non-reappointment of CPA Whether the semi-annual report was audited or not □ Yes √ No □ non-applicable Whether re-engaged the CPA or not □ Yes √ No □ non-applicable (XVI) Punishment and rectification for listed company and its directors, supervisor, senior executives, shareholders of the Company, actual controller and purchasers □Applicable √Non-applicable (XVII) Explanation on other significant events □Applicable √Non-applicable 24 司公限有份股心中游旅海东大南海 2012 文全告报度年半年 (XVIII) Major changes of profitability of turn debt guarantor, assets status and credit standings □Applicable √Non-applicable (XIX) Index for information disclosure Matters Newspaper and version Date Network and search path D18 version of Notice on release of sales Securities Times, and restriction for shares subject 5 January 2012 http://www.cninfo.com.cn A10 version of Hong to sales restriction Kong Commerce C12 version of Announcement relating to Securities Times, and 9 January 2012 http://www.cninfo.com.cn 2011 annual profit forecast A19 version of Hong Kong Commerce Announcements relating to D131 version of resolution of the 2nd Securities Times, and 30 March 2012 http://www.cninfo.com.cn extraordinary meeting of the A20 version of Hong 7th board Kong Commerce Announcements relating to resolution of the 4th meeting of the 7th board, resolution of the 4th meeting of the 7th supervisory committee, D139 version of opinions of independent Securities Times, and directors on the 4th meeting of 26 April 2012 http://www.cninfo.com.cn A26 version of Hong the 7th board, notice on holding Kong Commerce the 2011 annual general meeting , summary of 2011 annual report, and the 1st quarterly report of 2012. D43 version of Announcement relating to Securities Times, and 4 May 2012 http://www.cninfo.com.cn abnormal shares trading A17 version of Hong Kong Commerce Announcements relating to resolution of the 3rd B33 version of extraordinary meeting of the Securities Times, and 7th board, the external related 19 May 2012 http://www.cninfo.com.cn A4 version of Hong investment and the resolution Kong Commerce of the 2011 annual general meeting C7 version of Announcement relating to Securities Times, and 27 June 2012 http://www.cninfo.com.cn abnormal shares trading A11 version of Hong Kong Commerce VIII. Financial Report (I) Auditing report Audited the semi-annual report or not □ Yes √No □ Non-applicable 25 司公限有份股心中游旅海东大南海 2012 文全告报度年半年 (II) Financial statement Whether consolidated statement or not: □ Yes √No □ Non-applicable Unless otherwise, currency for this statement refers to RMB (Yuan) Currency used in note of financial statement is RMB (Yuan) 1. Consolidated Balance Sheet Prepared by Hainan Dadonghai Tourism Centre (Holdings) Co., Ltd Unit: RMB Items Note Balance at period-end Balance at period-begin Current assets: Monetary funds 2,547,675.25 12,374,582.48 Settlement provisions Capital lent Transaction finance asset Notes receivable Accounts receivable 1,534,733.83 1,174,352.45 Accounts paid in advance 196,959.03 376,368.53 Insurance receivable Reinsurance receivables Contract reserve of reinsurance receivable Interest receivable Dividend receivable Other receivables 954,944.11 467,419.30 Purchase restituted finance asset Inventories 287,841.29 624,519.07 Non-current asset due within one year Other current assets 810,900.00 810,900.00 Total current assets 6,333,053.51 15,828,141.83 Non-current assets: Granted loans and advances Finance asset available for sales Held-to-maturity investment Long-term account receivable Long-term equity investment 9,043,398.28 Investment real estate Fixed assets 68,348,929.00 71,010,730.88 Construction in progress Engineering material Disposal of fixed asset Productive biological asset Oil and gas asset Intangible assets 29,391,935.58 29,826,299.16 Expense on Research and 26 司公限有份股心中游旅海东大南海 2012 文全告报度年半年 Development Goodwill Long-term expenses to be 1,174,338.89 1,371,602.93 apportioned Deferred income tax asset Other non-current asset Total non-current asset 107,958,601.75 102,208,632.97 Total assets 114,291,655.26 118,036,774.80 Current liabilities: Short-term loans Loan from central bank Absorbing deposit and interbank deposit Capital borrowed Transaction financial liabilities Notes payable Accounts payable 2,113,382.09 3,872,102.24 Accounts received in advance 1,219,616.45 3,646,722.01 Selling financial asset of repurchase Commission charge and commission payable Wage payable 4,182,853.36 3,550,106.28 Taxes payable -1,308,246.93 -963,476.59 Interest payable Dividend payable Other accounts payable 25,509,508.22 25,946,195.04 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 31,717,113.19 36,051,648.98 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 0.00 0.00 Total liabilities 31,717,113.19 36,051,648.98 27 司公限有份股心中游旅海东大南海 2012 文全告报度年半年 Owner’s equity (or shareholders’ equity): Paid-up capital (or share capital) 364,100,000.00 364,100,000.00 Capital public reserve 54,142,850.01 54,142,850.01 Less: Inventory shares Reasonable reserve Surplus public reserve Provision of general risk Retained profit -335,668,307.94 -336,257,724.19 Balance difference of foreign currency translation Total owner’s equity attributable to 82,574,542.07 81,985,125.82 parent company Minority interests Total owner’s equity(or 82,574,542.07 81,985,125.82 shareholders’ equity) Total liabilities and owner’s 114,291,655.26 118,036,774.80 equity(or shareholders’ equity) Legal representative: Li Yuanbin Person in charge of accounting works: Chen Liurong Person in charge of accounting institution: Li Zhi 2. Balance Sheet of parent company Unit: RMB Items Note Balance at period-end Balance at period-begin Current assets: Monetary funds 2,547,675.25 12,374,582.48 Transaction finance asset Notes receivable Accounts receivable 1,534,733.83 1,174,352.45 Accounts paid in advance 196,959.03 376,368.53 Interest receivable Dividend receivable Other receivables 954,944.11 467,419.30 Inventories 287,841.29 624,519.07 Non-current asset due within one year Other current assets 810,900.00 810,900.00 Total current assets 6,333,053.51 15,828,141.83 Non-current assets: Finance asset available for sales Held-to-maturity investment Long-term account receivable Long-term equity investment 9,043,398.28 Investment real estate Fixed assets 68,348,929.00 71,010,730.88 28 司公限有份股心中游旅海东大南海 2012 文全告报度年半年 Construction in progress Engineering material Disposal of fixed asset Productive biological asset Oil and gas asset Intangible assets 29,391,935.58 29,826,299.16 Expense on Research and Development Goodwill Long-term expenses to be 1,174,338.89 1,371,602.93 apportioned Deferred income tax asset Other non-current asset Total non-current asset 107,958,601.75 102,208,632.97 Total assets 114,291,655.26 118,036,774.80 Current liabilities: Short-term loans Transaction financial liabilities Notes payable Accounts payable 2,113,382.09 3,872,102.24 Accounts received in advance 1,219,616.45 3,646,722.01 Wage payable 4,182,853.36 3,550,106.28 Taxes payable -1,308,246.93 -963,476.59 Interest payable Dividend payable Other accounts payable 25,509,508.22 25,946,195.04 Non-current liabilities due within 1 year Other current liabilities Total current liabilities 31,717,113.19 36,051,648.98 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 0.00 0.00 Total liabilities 31,717,113.19 36,051,648.98 Owner’s equity (or shareholders’ equity): Paid-up capital (or share capital) 364,100,000.00 364,100,000.00 Capital public reserve 54,142,850.01 54,142,850.01 29 司公限有份股心中游旅海东大南海 2012 文全告报度年半年 Less: Inventory shares Reasonable reserve Surplus public reserve Provision of general risk Retained profit -335,668,307.94 -336,257,724.19 Balance difference of foreign currency translation Total owner’s equity(or 82,574,542.07 81,985,125.82 shareholders’ equity) Total liabilities and owner’s 114,291,655.26 118,036,774.80 equity(or shareholders’ equity) 3. Consolidated Profit Statement Unit: RMB Amount in this Items Note Amount in last period period I. Total operating income 20,425,639.30 18,467,961.40 Including: Operating income 20,425,639.30 18,467,961.40 Interest income Insurance gained Commission charge and commission income II. Total operating cost 19,800,621.64 20,348,700.91 Including: Operating cost 3,022,082.13 3,393,494.71 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 1,143,835.82 1,034,205.87 Sales expenses 8,445,611.25 8,432,637.28 Administration expenses 7,031,751.32 7,291,271.27 Financial expenses 157,341.12 197,091.78 Losses of devaluation of asset Add: Changing income of fair value(Loss is listed with “-”) Investment income (Loss is listed with “-”) 3,932.08 Including: Investment income on affiliated company and joint venture Exchange income (Loss is listed with “-”) III. Operating profit (Loss is listed with “-”) 628,949.74 -1,880,739.51 Add: Non-operating income 158,112.05 245,606.60 Less: Non-operating expense 1,173.46 Including: Disposal loss of non-current asset 30 司公限有份股心中游旅海东大南海 2012 文全告报度年半年 IV. Total Profit (Loss is listed with “-”) 785,888.33 -1,635,132.91 Less: Income tax expense 196,472.08 V. Net profit (Net loss is listed with “-”) 589,416.25 -1,635,132.91 Including: net profit realized before consolidation by mergered party Net profit attributable to owner’s of parent 589,416.25 -1,635,132.91 company Minority shareholders’ gains and losses VI. Earnings per share -- -- i. Basic earnings per share 0.0016 -0.0045 ii. Diluted earnings per share 0.0016 -0.0045 VII. Other consolidated income VIII. Total comprehensive income 589,416.25 -1,635,132.91 Total consolidated income attributable to 589,416.25 -1,635,132.91 owners of parent company Total consolidated income attributable to minority shareholders The merger realized net profit RMB 0.00 before consolidation during enterprises consolidation under a same control. Legal representative: Li Yuanbin Person in charge of accounting works: Chen Liurong Person in charge of accounting institution: Li Zhi 4. Profit Statement of parent company Unit: RMB Amount in this Items Note Amount in last period period I. Operating income 20,425,639.30 18,467,961.40 Less: operating cost 3,022,082.13 3,393,494.71 Operating tax and extras 1,143,835.82 1,034,205.87 Sales expenses 8,445,611.25 8,432,637.28 Administration expenses 7,031,751.32 7,291,271.27 Financial expenses 157,341.12 197,091.78 Losses of devaluation of asset Add: Changing income of fair value(Loss is listed with “-”) Investment income (Loss is listed with “-”) 3,932.08 Including: Investment income on affiliated company and joint venture II. Operating profit (Loss is listed with “-”) 628,949.74 -1,880,739.51 Add: Non-operating income 158,112.05 245,606.60 Less: Non-operating expense 1,173.46 Including: Disposal loss of non-current asset III. Total Profit (Loss is listed with “-”) 785,888.33 -1,635,132.91 Less: Income tax expense 196,472.08 IV. Net profit (Net loss is listed with “-”) 589,416.25 -1,635,132.91 V. Earnings per share -- -- i. Basic earnings per share 0.0016 -0.0045 31 司公限有份股心中游旅海东大南海 2012 文全告报度年半年 ii. Diluted earnings per share 0.0016 -0.0045 VI. Other consolidated income VII. Total comprehensive income 589,416.25 -1,635,132.91 5. Consolidated Cash Flow Statement Unit: RMB Item Amount in this period Amount in last period I. Cash flows arising from operating activities: Cash received from selling commodities and 18,598,896.91 16,854,699.00 providing labor 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 Other cash received concerning operating activities 408,740.79 166,332.89 Subtotal of cash inflow arising from operating 19,007,637.70 17,021,031.89 activities Cash paid for purchasing commodities and receiving 8,041,224.53 5,661,336.69 labor 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 workers 5,830,106.47 5,067,486.89 Taxes paid 2,303,874.32 1,645,763.83 Other cash paid concerning operating activities 3,116,591.71 4,201,173.86 Subtotal of cash outflow arising from operating 19,291,797.03 16,575,761.27 activities Net cash flows arising from operating activities -284,159.33 445,270.62 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 3,920.00 7,390.00 and other long-term assets 32 司公限有份股心中游旅海东大南海 2012 文全告报度年半年 Net cash received from disposal of subsidiaries and other units Other cash received concerning investing activities Subtotal of cash inflow from investing activities 3,920.00 7,390.00 Cash paid for purchasing fixed, intangible and other 546,667.90 1,279,210.00 long-term assets Cash paid for investment 9,000,000.00 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 9,546,667.90 1,279,210.00 Net cash flows arising from investing activities -9,542,747.90 -1,271,820.00 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 Cash received from issuing bonds Other cash received concerning financing activities Subtotal of cash inflow from financing activities 0.00 0.00 Cash paid for settling debts Cash paid for dividend and profit distributing or 44,000.00 interest paying Including: Dividend and profit of minority shareholder paid by subsidiaries Other cash paid concerning financing activities Subtotal of cash outflow from financing activities 0.00 44,000.00 Net cash flows arising from financing activities 0.00 -44,000.00 IV. Influence on cash and cash equivalents due to fluctuation in exchange rate V. Net increase of cash and cash equivalents -9,826,907.23 -870,549.38 Add: Balance of cash and cash equivalents at the 12,374,582.48 3,104,278.19 period -begin VI. Balance of cash and cash equivalents at the 2,547,675.25 2,233,728.81 period -end 6. Cash Flow Statement of parent company Unit: RMB Item Amount in this period Amount in last period I. Cash flows arising from operating activities: Cash received from selling commodities and providing 18,598,896.91 16,854,699.00 labor services Write-back of tax received Other cash received concerning operating activities 408,740.79 166,332.89 Subtotal of cash inflow arising from operating activities 19,007,637.70 17,021,031.89 Cash paid for purchasing commodities and receiving labor 8,041,224.53 5,661,336.69 service 33 司公限有份股心中游旅海东大南海 2012 文全告报度年半年 Cash paid to/for staff and workers 5,830,106.47 5,067,486.89 Taxes paid 2,303,874.32 1,645,763.83 Other cash paid concerning operating activities 3,116,591.71 4,201,173.86 Subtotal of cash outflow arising from operating activities 19,291,797.03 16,575,761.27 Net cash flows arising from operating activities -284,159.33 445,270.62 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 3,920.00 7,390.00 other long-term assets Net cash received from disposal of subsidiaries and other units Other cash received concerning investing activities Subtotal of cash inflow from investing activities 3,920.00 7,390.00 Cash paid for purchasing fixed, intangible and other 546,667.90 1,279,210.00 long-term assets Cash paid for investment 9,000,000.00 Net cash received from subsidiaries and other units Other cash paid concerning investing activities Subtotal of cash outflow from investing activities 9,546,667.90 1,279,210.00 Net cash flows arising from investing activities -9,542,747.90 -1,271,820.00 III. Cash flows arising from financing activities Cash received from absorbing investment Cash received from loans Cash received from issuing bonds Other cash received concerning financing activities Subtotal of cash inflow from financing activities 0.00 0.00 Cash paid for settling debts Cash paid for dividend and profit distributing or interest 44,000.00 paying Other cash paid concerning financing activities Subtotal of cash outflow from financing activities 0.00 44,000.00 Net cash flows arising from financing activities 0.00 -44,000.00 IV. Influence on cash and cash equivalents due to fluctuation in exchange rate V. Net increase of cash and cash equivalents -9,826,907.23 -870,549.38 Add: Balance of cash and cash equivalents at the period 12,374,582.48 3,104,278.19 -begin VI. Balance of cash and cash equivalents at the period -end 2,547,675.25 2,233,728.81 7. Consolidated Statement on Changes of Owners' Equity Amount in this period Unit: RMB Amount in this period Items Owners' equity attributable to the parent company Min Total owners’ Paid-up capital Capital Less: Paid Capi Less: Paid-up capital C ority equity 34 司公限有份股心中游旅海东大南海 2012 文全告报度年半年 (Share capital) reserves Treas -up tal Treas (Share capital) a ’s Paid-up ury capit reser ury equit capital (Share Stoc al ves Stoc pi y capital) k (Sha k ta Less re : capit l Trea al) re sury Stoc se k rv es I. Balance at the end of last year 364,100,000.00 54,142,850.01 -336,257,724.19 81,985,125.82 Add: Changes of accounting policy Error correction of the last period Others II. Balance at the beginning of 364,100,000.00 54,142,850.01 -336,257,724.19 81,985,125.82 this year III. Increase/ Decrease in this 589,416.25 589,416.25 year (Decrease is listed with'"-") (i) Net profit 589,416.25 589,416.25 (ii) Other consolidated income Subtotal of (i)and (ii) 589,416.25 589,416.25 (III) Owners' devoted and 0 0 0 0 0 0 0 0 0 0 decreased capital 1. Owners' devoted capital 2. Amount calculated into owners' equity paid in shares 3. Others (IV)Profit distribution 0 0 0 0 0 0 0 0 0 0 1. Withdrawal of surplus reserves 2. Withdrawal of general risk provisions 3. Distribution for owners (shareholders) 4. Others (V) Carrying forward internal 0 0 0 0 0 0 0 0 0 0 owners' equity 1. Capital reserves conversed to capital (share capital) 2. Surplus reserves conversed to capital (share capital) 3. Remedying loss with surplus reserve 4. Others (VI) Reasonable reserve 1. Withdrawal in this period 2. Usage in this period (VII) Other IV. Balance at the end of the 364,100,000.00 54,142,850.01 -335,668,307.94 82,574,542.07 report period Amount in last period Unit: RMB 35 司公限有份股心中游旅海东大南海 2012 文全告报度年半年 Amount in last period Owners' equity attributable to the parent company C Min ority Paid ap ’s Less: -up Less: ita equit Total owners’ Items capit Capit y equity Trea Treas Paid-up capital l Paid-up capital Capital al al Less Paid-up sury ury (Share capital) reserves (Sha reser : capital (Share Stoc Stoc (Share capital) re re ves Trea capital) k k se sury capit al) rv Stoc k es I. Balance at the end of last year 364,100,000.00 54,142,850.01 -330,976,495.69 87,266,354.32 Add: retroactive adjustment arising from enterprise consolidation under the same control Add: Changes of accounting policy Error correction of the last period Others II. Balance at the beginning of 364,100,000.00 54,142,850.01 -330,976,495.69 87,266,354.32 this year III. Increase/ Decrease in this -5,281,228.50 -5,281,228.50 year (Decrease is listed with'"-") (i) Net profit -5,281,228.50 -5,281,228.50 (ii) Other consolidated income Subtotal of (i)and (ii) -5,281,228.50 -5,281,228.50 (III) Owners' devoted and 0 0 0 0 0 0 0 0 0 0 decreased capital 1. Owners' devoted capital 2. Amount calculated into owners' equity paid in shares 3. Others (IV)Profit distribution 0 0 0 0 0 0 0 0 0 0 1. Withdrawal of surplus reserves 2. Withdrawal of general risk provisions 3. Distribution for owners (shareholders) 4. Others (V) Carrying forward internal 0 0 0 0 0 0 0 0 0 0 owners' equity 1. Capital reserves conversed to capital (share capital) 2. Surplus reserves conversed to capital (share capital) 3. Remedying loss with surplus reserve 4. Others (VI) Reasonable reserve 1.Withdrawal in this period 2.Usage in this period (VII) Other 36 司公限有份股心中游旅海东大南海 2012 文全告报度年半年 IV. Balance at the end of the 364,100,000.00 54,142,850.01 -336,257,724.19 81,985,125.82 report period 8. Statement on Changes of Owners' Equity of Parent Company Amount in this period Unit: RMB Amount in this period Less: Rea Gen Surpl Item Trea sona eral Paid-up capital Capital us Total owners’ sury ble risk Retained profit (Share capital) reserves reser equity Stoc rese reser ves k rve ve I. Balance at the end of last year 364,100,000.00 54,142,850.01 -336,257,724.19 81,985,125.82 Add: Changes of accounting policy Error correction of the last period Others II. Balance at the beginning of this year 364,100,000.00 54,142,850.01 -336,257,724.19 81,985,125.82 III. Increase/ Decrease in this year 589,416.25 589,416.25 (Decrease is listed with'"-") (i) Net profit 589,416.25 589,416.25 (ii) Other consolidated income Subtotal of (i)and (ii) 589,416.25 589,416.25 (III) Owners' devoted and decreased capital 1. Owners' devoted capital 2. Amount calculated into owners' equity paid in shares 3. Others (IV) Profit distribution 1. Withdrawal of surplus reserves 2. Withdrawal of general risk reserve 3. Distribution for owners (shareholders) 4. Others (V) Carrying forward internal owners' equity 1. Capital reserves conversed to capital (share capital) 2. Surplus reserves conversed to capital (share capital) 3. Remedying loss with surplus reserves 4. Others (VI) Reasonable reserve 1. Withdrawal in this period 2. Usage in this period (VII) Other IV. Balance at the end of the report 364,100,000.00 54,142,850.01 -335,668,307.94 82,574,542.07 period Amount in last year Unit: RMB 37 司公限有份股心中游旅海东大南海 2012 文全告报度年半年 Amount in last year Less Rea Gene : Surpl Item sona ral Paid-up capital Capital Trea us Total owners’ ble risk Retained profit (Share capital) reserves sury reser equity rese reser Stoc ves rve ve k I. Balance at the end of last year 364,100,000.00 54,142,850.01 -330,976,495.69 87,266,354.32 Add: Changes of accounting policy Error correction of the last period Others II. Balance at the beginning of this year 364,100,000.00 54,142,850.01 -330,976,495.69 87,266,354.32 III. Increase/ Decrease in this year -5,281,228.50 -5,281,228.50 (Decrease is listed with'"-") (i) Net profit -5,281,228.50 -5,281,228.50 (ii) Other consolidated income Subtotal of (i)and (ii) -5,281,228.50 -5,281,228.50 (III) Owners' devoted and decreased 0 0 0 0 0 0 0 0 capital 1. Owners' devoted capital 2. Amount calculated into owners' equity paid in shares 3. Others (IV) Profit distribution 0 0 0 0 0 0 0 0 1. Withdrawal of surplus reserves 3. Withdrawal of general risk reserve 3. Distribution for owners (shareholders) 4. Others (V) Carrying forward internal owners' 0 0 0 0 0 0 0 0 equity 1. Capital reserves conversed to capital (share capital) 2. Surplus reserves conversed to capital (share capital) 3. Remedying loss with surplus reserves 4. Others (VI) Reasonable reserve 1. Withdrawal in this period 2. Usage in this period (VII) Other IV. Balance at the end of the report 364,100,000.00 54,142,850.01 -336,257,724.19 81,985,125.82 period (III) Basic information Hainan Dadonghai Tourism Center (Holdings) Co.,Ltd. (hereinafter referred to as the Company), was founded as a standardized PLC on April 26, 1993, incorporated on the basis of the former Hainan Sanya Dadonghai Tourism Center Development Ltd and approved by the Hainan Provincial Stock System Experimentation Leading Team Office with its document of Qiong Gu Ban No. [1993]11. On May 6, 1996, the Company underwent a restructuring and a corresponding division with the approval of the Hainan Provincial Securities Administration Office by its document of Qiong Zheng Ban No. [1996]58. On October 8, 1996 and January 28, 1997, the Company, with duly approval, went public by issuing 80 million shares of B stock and 14 million shares of A stock respectively at Shenzhen Security Exchange. The Company mainly engages in tourism and the catering industry. On August 7, 2007, the Company experienced non-tradable shares reform, through which non-tradable 38 司公限有份股心中游旅海东大南海 2012 文全告报度年半年 share holders of the Company got circulating right of their shares by exempting liability of the Company or paying shares to tradable share holders, and tradable share holders got paid three shares for every ten of their shares. After the above consideration of stock ration, the Company maintained an unchanged total shares with a corresponding equity structural change. Up till March 31, 2012, the Company’s total capital stock is 364.1 million shares, in which the restricted tradable stock is 17,308,000 shares, accounting for 4.75% of the total, and the unrestricted tradable stock is 346,792,000 shares, accounting for 95.25 % of the total.The Company’s registered capital is RMB 364.1 million. The registering code is 4600001003983. The Company mainly engages in accommodation, catering industry, photography, miniature garden and bonsai, grain and oil products, knitwear and textiles, department stores, chemical products (excluding those require specialized licenses), daily goods, industrial production means (excluding those require specialized licenses), metal materials, machinery and equipment, and tour ticket service (on an item-license basis). (IV) Accounting Policies, Accounting Estimates and Errors of previous term 1. Basis Preparation of the Financial Statements The Company prepares its financial statements on a going concern basis, on the basis of actual transactions and events, and recognizes and measures its accounting items in compliance with the Accounting Standards for Business Enterprises – Basic Standards, 38 specific Accounting Standards issued on February 15,2006 by Ministry of Finance and thereafter Accounting Standard Application Guidance , Accounting Standard Interpretation and other relevant rules; and The Information Disclosure and Presentation Rules of public listed Company No. 15 – Basic Rules of Financial Statements ( 2010 revised) issued by China Securities Regulatory Commission 2. Statement of compliance with Enterprise Accounting Standards The financial statements present fairly, in all material respects, the financial position of the Company as at December 31, 2011, and its financial performance and its cash flows for the year then ended in accordance with Accounting Standards for Business Enterprises. 3. Accounting year The accounting year is from January 1 to December 4. Functional currency RMB is the functional currency, which is also adopted to denominate the amounts stated in the financial statements. Book-keeping currency for oversea subsidiary Nil 5. Accounting treatment of the merging entities under common control and different control (1) Merger of entities under common control Nil (2) Merger of entities under different control Nil 6. Preparing method of consolidated financial statements (1) Preparing method of consolidated financial statements Nil (2)Disclosure of related accounting method for buy-and-resell or sell-and-repurchase of equities in the same subsidiary within two successive accounting years Nil 7. Recognition criteria of cash and cash equivalents For the purpose of preparing the statement of cash flows, the term “cash” refers to cash on hand and deposits that are readily available for payment. The term “cash equivalents” refers to short-term (maturing within three months on acquisition) and highly liquid investments that are readily convertible to known amounts of cash and which are subject to an insignificant risk of change in value. 8. Foreign currency business and the conversion of foreign currency statement (1) Foreign currency transaction Transactions denominated in foreign currency are converted into RMB for accounting purpose at the spot exchange rate on the day when the transaction occurs. (2) Translation of foreign currency statement The exchange differences arising from balances of foreign currency monetary items are converted at the spot exchange rate prevailing on the balance sheet date. Except those arising from specific-purpose borrowings in 39 司公限有份股心中游旅海东大南海 2012 文全告报度年半年 foreign currencies related to assets eligible for capitalization that shall be measured in accordance with principle of capitalization of the borrowing costs, other exchange differences shall be recognized in profit or loss for the current period. Foreign currency non-monetary items measured at historical costs shall still be converted at the spot exchange rates on the transaction date, of which the amounts in functional currency shall remain unchanged. Foreign currency non-monetary items measured at fair values shall still be converted at the spot exchange rates on the date when the fair values are determined, and the exchange differences arising from them shall be charged to profit or loss for the current period or capital reserves. 9. Financial instruments Financial instruments include financial assets, financial liabilities and equity instruments. (1) Classification of financial instruments Financial assets and liabilities are classified into the following categories according to the purpose of acquisition: the financial assets or financial liabilities measured at fair value through current profit and loss, including financial assets or financial liabilities held for trading (and those financial assets or financial liabilities directly designated under this category), receivables and other financial liabilities, etc. (2) Recognition and measurement of financial instruments 1) Financial assets (or financial liabilities) measured at fair value through profit and loss Financial assets/liabilities are initially measured at fair value when acquired (deducting cash dividends that have been declared but not distributed and bond interest that has matured but not yet been retrieved). Relevant transaction costs are charged to profit or loss for the current period. The interest or cash dividends received are recognized as investment income during the holding period. Changes in fair value are charged to profit or loss for the current period at year end. Differences between the fair values and initial book values are recognized as investment income upon disposal, and gains or losses on changes in fair values are adjusted at the same time. 2) Receivables The creditor’s rights arising from selling goods or rendering services by the Company and other creditor’s rights from other enterprises held by the Company (excluding liability instruments quoted in an active market), including accounts receivable, other receivables, notes receivable, advances to suppliers, long term receivables, etc., are initially recognized at the contract or agreement price. If the right is financing in nature, it shall be initially recognized at present value. Differences between the amounts received and book values of the receivables are charged to profit or loss for the current period upon collection or disposal. 3) Other financial liabilities Other financial liabilities are initially recognized at fair values plus transaction costs. The subsequent measurement is based on amortized costs. (3) Recognition and measurement for transfer of financial assets If the Company has transferred nearly all of the risks and rewards relating to the ownership of the financial assets to the transferee, they shall be derecognized. If it retains nearly all of the risks and rewards relating to the ownership of the financial assets, they shall not be derecognized. Substance over form principle is adopted to determine whether the transfer of financial assets can satisfy the criteria as described above for derecognizing. The Company shall classify the transfer of financial assets into the entire transfer and the partial transfer. If the transfer of entire financial assets satisfies the criteria for derecognizing, differences between the amounts of the following two items shall be recognized in profit or loss for the current period: 1) The carrying amount of the transferred financial asset; 2) The aggregate consideration received from the transfer plus the cumulative amounts of the changes in the fair values originally recognized in the owners’ equity (in the event that the transferred financial assets are available-for-sale financial assets). If the partial transfer of financial assets satisfies the criteria for derecognizing, the carrying amounts of the entire financial assets transferred shall be split into the derecognized and recognized parts according to their respective fair values and differences between the amounts of the following two items are charged to profit or loss for the current period: 1) The carrying amounts of the derecognized parts; 2) The aggregate consideration for the derecognized parts plus the portion of the accumulative amounts of the changes in the fair values of the derecognized parts which are originally recognized in the owners’ equity (in the event that the transferred financial assets are available-for-sale financial assets). If the transfer of financial assets does not satisfy requirements for derecognizing, the financial assets shall 40 司公限有份股心中游旅海东大南海 2012 文全告报度年半年 continue to be recognized, and the consideration received will be recognized as financial liabilities. (4) Requirements for derecognizing of financial liabilities Financial liabilities shall be entirely or partially derecognized if the present obligations derived from them are entirely or partially discharged. Where the Company enters into an agreement with a creditor so as to substitute the current financial liabilities with new ones, and the contract clauses of which are substantially different from those of the current ones, it shall recognize the new financial liabilities in place of the current ones. Where substantial revisions are made to some or all of the contract clauses of the current financial liabilities, the Company shall recognize the new financial liabilities after revision of the contract clauses in place of the current ones entirely or partially. Upon entire or partial derecognizing of financial liabilities, differences between the carrying amounts of the derecognized financial liabilities and the consideration paid (including non-monetary assets surrendered or new financial liabilities assumed) are charged to profit or loss for the current period. Where the Company redeems part of its financial liabilities, it shall allocate the carrying amounts of the entire financial liabilities between the relative fair values of the parts that continue to be recognized and the derecognized parts on the redemption date. Differences between the carrying amounts allocated to the derecognized parts and the consideration paid (including non-monetary assets surrendered and the new financial liabilities assumed) are charged to profit or loss for the current period. (5) Measurement of fair values of financial assets/liabilities For financial assets/liabilities measured at fair value, the fair values are measured with direct reference to the quoted prices in the active market. (6) Impairment of financial assets (excluding account receivable) Nil (7)As for reclassification of un-matured held-to-maturity investments into financial assets available for sale, please explain the holding purposes or references for change of ability Nil 10. Recognition standards and accrual method for bad debt provision for accounts receivable Determination of bad debt provision The Company examines the book value of account receivables at balance sheet date, and will accrue provision if there are objective evidences indicate impairment in account receivables. The objective evidences indicate provision of account receivables are the events that occurred after the initial recognition of account receivables, and the events can affect the estimated future cash flows and the events can be measured reliably. The objective evidences indicate the impairment of account receivables including the following: 1 Serious financial difficulties in the debtor; )( 2 Debtor breaches contract terms (such as default for or overdue the payment of interest or principal); )( 3 Debtor is likely to bankruptcy or perform other financial reorganization; )( 4 Other objective evidence indicating impairment in account receivable. )( (1) Bad debt provision for accounts receivable with single major amount The basis or amount for individually significant The top 5 customers of account receivables on the end of the year receivables Impairment test performed individually, bad debt provision will be provided at the difference of expected cash flow lower than the book value. If no Method of provision for receivable that are impairment after separate assessment, the amounts add to the financial assets individually significant and are assessed for combinations which on the age characteristic of credit risk and to provide impairment on an individual basis provision by age analysis. Account receivables of separate assessment, the amounts will not include in the group test basis on the similar credit risk to provide provision. (2) Receivables that are individually significant and provided for provision separately 41 司公限有份股心中游旅海东大南海 2012 文全告报度年半年 Methods on withdrawal of bad debt Combination Basis for combination recognized provision based on combination Age combination Age analysis The ages of accounts receivable In combination, accounts whose bad debts provision was accrued by age analysis: √ Applicable □ non-applicable Account age Rate for receivables (%) Rate for other receivables (%) Within 1 year (included) 1 - 2 years 5% 5% 2 - 3 years 15% 15% Over 3 years 75% 75% 3 - 4 years 25% 25% 4 - 5 years 50% 50% Over 3 years 100% 100% In combination, withdrawal proportion of bad debt provision based on balance proportion: □applicable √non-applicable In combination, withdrawal proportion of bad debt provision based on other methods: □applicable √non-applicable (3) Accounts with single significant amount and bad debts provision accrued individually Reasons for withdrawal single item bad debt provision: Other account receivables less significant account receivables that there is objective evidences to indicate impairment, such as the bankruptcy or death of debtors and their estate and inheritance can not compensate account receivables. Method of provision: The account receivables that there is objective evidence to indicate impairment, should be separated from related groups, tested individually and are recognize as loss. 11. Inventories (1) Categorizing of inventory Inventories are classified into different categories: materials in stock, commodities in stock, low-value consumables, goods consigned to proceed, food stuffs, fuel etc. (2) Valuation method of dispatched inventories √FIFO □Weighted Average □ Specific Identification □ other Commodities in stock measured on the sales price the difference between purchasing price and selling price , should be adjusted monthly in terms of the average difference allocation method. Materials in stock are initially measured at cost First-in-first-out method is adopted when delivery. Low-value consumables are amortized on , on-off amortization basis at using. (3) Recognition basis of realizable net value of inventory and providing basis of inventory impairment provision On the balance sheet date, inventories are accounted depending on which is lower between the cost and the net realizable value. An overall verification of inventories at the end of year, when the net realizable value is lower than the cost, provisions for impairment of inventories shall be drawn. Provisions for impairment of inventories shall be accounted according to the difference between the cost of individual inventory items and the net realizable value. For large quantity and low value items of inventories, cost and net realizable value are determined based on categories of inventories. (4) Inventory system √Perpetual Inventory System □ Periodic Inventory System □ other Inventory system is the perpetual inventory system. (5) Amortization of low-value consumables and wrappage Low-value consumables Amortization Method: one-off amortize method Low-value consumables amortizing with one-off method while received 42 司公限有份股心中游旅海东大南海 2012 文全告报度年半年 Wrappage Amortization Method: Nil 12. Long-term equity investment (1) Recognition of initial investment cost 1) Long-term equity investments arising from combinations of entities For combinations of entities under common control: if the consideration is in the form of cash paid, non-monetary assets transferred, liabilities assumed or equity securities issued, the initial costs of investments shall be recognized at the proportionate share of the carrying amounts of the owners’ equity of the acquiree. Differences between the initial investment costs of long-term equity investments and the consideration paid are recognized in capital reserves. If capital reserves are insufficient to cover the differences, the excessive amounts are charged to retained earnings. The costs incurred from business combinations, including audit fees, valuation costs and legal service charges, etc., shall be recognized in profit or loss for the current period. For combinations of entities not under common control: the initial costs of investments shall be stated at the combination costs determined at the acquisition date. The costs of combinations shall be the fair values of the assets surrendered, the liabilities incurred or assumed, and the equity securities issued by the acquirer, in exchange for the control of the acquiree on the acquisition date. Commissions and other relevant administrative expenditures incurred from business combinations, including audit fees, legal service charges, valuation and consultancy costs, etc., shall be recognized in profit or loss for the current period. Transaction costs incurred from issuance of equity securities or debt securities as part of consideration for business combinations shall be included in the initial costs of relevant securities. For business combinations realized by two or more transactions, the initial costs of investments shall be the book values of the acquirer’s equity investments before the acquisition date plus additional investment costs at the acquisition date. As part of consideration for business combinations, the contingent consideration stipulated in the combination contracts is included in combination costs of the Company at its fair value at the acquisition date. 2) Long-term equity investments acquired by other methods The initial costs of a long-term equity investments obtained by payments of cash shall be the purchase prices actually paid. The initial costs of long-term equity investments in equity securities shall be stated at their fair values. The initial costs of long-term equity investments made by investors shall be stated at the values stipulated in the investment contracts or agreements (deducting declared but not distributed cash dividends or profits), unless the values thereof are not fair. In the event that an exchange of non-monetary assets has commercial substance in nature and the fair values of assets exchanged can be reliably measured, non-monetary assets traded in are initially stated at the fair value of the assets traded out, unless conclusive evidence indicates that the fair values of the assets traded in are more reliable. Otherwise, the initial investment costs shall be measured at the carrying amounts of the assets traded out and the relevant taxes and surcharges payable. The initial costs of long-term equity investments arising from debt restructuring shall be stated at their fair values. (2) Subsequent measurement and recognition of gains and losses 1) Subsequent measurement Investments in subsidiaries are measured under the cost method, and are adjusted under the equity method for the purpose of preparing consolidated financial statements. For long-term equity investments in which the investors have no joint control or significant influence over the investee, and for which there are no quoted prices in the active market, nor can their fair value be reliably measured, they are measured by the cost method. Long-term equity investments in which the investors have joint control or significant influence over the investee are measured under the equity method. If the initial costs of long-term equity investments are higher than the investors’ share of the fair values of identifiable net assets of the investee, no adjustment is necessary. Otherwise, differences between the initial costs of long-term equity investments and the investors’ share of the fair values of identifiable net assets of the investee shall be recognized in profit or loss for the current period. Accounting treatment of changes in equity of the investee other than the net profit or loss: for changes in owners’ equity of the investee other than net profit or loss, where there is no change in shareholding ratio, the Company calculates its share of changes, whether favorable or adverse, and makes adjustments to carrying amounts of the long-term equity investments and capital reserves (other capital reserves) accordingly. 2) Recognition of gains and losses Under the cost method, the Company’s share of cash dividends or profits declared by the investee shall be recognized as the investment income of the current period, except cash dividends or profits declared but not yet 43 司公限有份股心中游旅海东大南海 2012 文全告报度年半年 distributed which are included in the payments or consideration of the investments. Under the equity method, the following issues should be considered with reference to net profit in the investee’ accounts: the accounting policies and accounting periods of the investee are different from the Company, and the Company shall make corresponding adjustments to the investee’ financial statements based on its own accounting policies and accounting periods. Depreciation of fixed assets and amortization of intangible assets are provided at fair values of relevant assets on acquisition. Net profits of the investee are affected by the depreciation and amortization, as well as provisions for impairment loss on relevant assets. After appropriate adjustments, such as elimination of unrealized profits and losses from transactions between the Company and its associates or joint ventures, the Company’s share of net profits or losses of the investee can be reasonably determined. Under the equity method, the Company’s share of losses of the investee is treated in the following sequence: firstly, it is deducted from book values of the long-term equity investments. Secondly, if the book values of the long-term equity investments are not sufficient to cover the losses, the losses on investments shall continue to be recognized to the extent that the amounts of which shall not exceed the book values of long-term equity in the investee, which essentially constitutes other, net investments in the investee. (Note: What “essentially constitutes other net investments” and its recognition criteria shall be clarified.) The losses shall be deducted from the carrying amounts of long-term receivables, etc. Lastly, after the above treatment, if the Company assumes other obligations according to investment contracts or agreements, they should be recognized as expected liabilities and charged to losses on investments of the current period. If the investee are profitable in subsequent accounting periods, the Company shall treat the losses in a reverse order in contrast to that described above after deducting its share of unrecognized losses: i.e. write down the carrying amounts of the recognized expected liabilities, then restore the carrying amounts of long-term equity which essentially constitutes other net investments in the investee, then restore the carrying amounts of long-term investments, and recognize the investment income at the same time. (3) Definition of joint control or significant influence over the investee The term “joint control” refers to the contractually agreed sharing of control over an economic activity, which exists only when the investing parties involved in the economic activity reach a consensus on sharing control over critical financial and operating policies concerning that activity. An entity which is subject to joint control by the investor and other parties is their joint venture. The term “significant influence” means the power to participate in decision-making on the financial and operating policies of an investee, but with no control or joint control over the formulation of these policies. An entity in which an investor has significant influence is its associate. (4) Impairment and provision methods for impairment losses Long-term equity investment recorded at cost, no quoted price in active market and non reliable fair value, the impairment loss is the difference of the carrying value and cash value of the same financial assets in terms of the market profit rate. For other long-term equity investment, if the recoverable amount shows it lower than its carrying value, the difference is recorded as impairment loss. Impairment losses on long-term equity investments shall not be reversed once recognized. 13. Investment real estate Nil 14. Fixed assets (1) Recognition criteria of fixed assets Fixed assets refer to tangible assets held for the purpose of producing commodities, providing services, renting or business management with useful lives exceeding one accounting year. Fixed assets are recognized when all the following criteria are satisfied: 1) It is probable that the economic benefits relating to the fixed assets will flow into the Company; and; 2) The costs of the fixed assets can be measured reliably. (2) Basis of deciding the fixed assets from financing rental and its calculation Fixed assets through finance lease are accounted on the lower of the fair value of the beginning date and minimum current leasing price. (3) Depreciation of various fixed assets Depreciation of fixed assets is based on average life years with regard to their classification, estimated life years and estimated residual value (5% of the original) 44 司公限有份股心中游旅海东大南海 2012 文全告报度年半年 Assets classification Estimated useful life(year) Residual value Annual depreciation (%) 20—40 5 4.75—2.37 House & building 8—20 5 11.87—4.75 Machinery 5—16 5 19—5.93 electronic equipment 7—12 5 13.57—7.91 transportation equipment Remodeling & fitment 5 5 19 Other equipment 8 5 11.87 Fixed assts rent-in by financing: -- -- -- Including: Houses & buildings Machinery electronic equipment transportation equipment Other equipment (4) Impairment test and provision methods for impairment losses on fixed assets The Company shall assess whether there is any indication that fixed assets may be impaired at the end of the period. If there is any indication that fixed assets may be impaired, the Company shall estimate the recoverable amounts of the assets. The recoverable amounts of fixed assets are the higher of their fair values less costs to sell or the present values of the future cash flows expected to be derived from the assets. If the recoverable amounts of fixed assets are lower than their carrying amounts, the carrying amounts of the assets shall be written down to their recoverable amounts. The write downs are recognized as impairment losses and charged to profit or loss for the current period. Provisions for impairment loss on the assets are made accordingly. After impairment losses are recognized, the depreciation charges for the fixed assets shall be adjusted in future periods to depreciate their revised carrying amounts (less their estimated net residual values) over their remaining useful lives on a systematic basis. Impairment losses of fixed assets shall not be reversed in subsequent accounting periods once recognized. (5) Other explanation Nil 15. Construction in progress (1) Classification of construction in progress Construction in progress is measured on an individual project basis. (2) Criteria and timing of transfer from construction in progress to fixed assets The initial book values of the fixed assets are stated at total expenditures incurred before reaching working condition for their intended use. For construction in progress that has reached working condition for intended use but relevant budgets for the completion of projects have not been completed, the estimated values of project budgets, prices, or actual costs should be included in the costs of relevant fixed assets, and depreciation should be provided according to relevant policies of the Company when working condition is reached. After the completion of budgets needed for the completion of projects, the estimated values should be substituted by actual costs, but depreciation already provided is not adjusted. (3) Impairment test and provisions for impairment loss of construction in progress The Company shall assess whether there is any indication that construction in progress may be impaired at the end of the period. If any indication suggests that a construction in progress may be impaired, the Company shall estimate its recoverable amount. If it is difficult to estimate the recoverable amount of the individual construction in progress, the Company shall estimate the recoverable amount of the asset portfolio that the individual asset belongs to. The recoverable amount of a construction in progress is the higher of its fair value less cost to sell and the present value of the future cash flows expected to be derived from the construction in progress. 45 司公限有份股心中游旅海东大南海 2012 文全告报度年半年 If the recoverable amount of a construction in progress is lower than its carrying amount, the carrying amount of the construction in progress shall be written down to its recoverable amount. The write-down is recognized as an impairment loss and charged to profit or loss for the current period. A provision for impairment loss of the construction in progress is recognized accordingly. Impairment loss on the construction in progress shall not be reversed in subsequent accounting periods once recognized. 16. Borrowing costs (1) Recognition criteria for capitalization of borrowing costs Borrowing costs include interest on bank overdrafts and borrowings, amortization of discounts or premiums on borrowings, finance charges on finance leases and exchange differences on foreign currency borrowings where they are regarded as an adjustment to interest costs. Borrowing costs that are directly attributable to the acquisition, construction or production of qualifying assets form part of the costs of those assets and, therefore, should be capitalized. Other borrowing costs are recognized as expenses are charged to profit or loss in the current period. Qualifying assets are assets that take substantial periods of time to get ready for their intended use or sale. Those could be fixed assets that take a long time to complete purchase, construction or manufacturing activities for their intended use or sale, investment properties or inventories. Capitalization should commence when: 1) Expenditures are being incurred, which comprise disbursements incurred in the form of payments of cash, transfer of non-monetary assets or assumption of interest-bearing debts; 2) Borrowing costs are being incurred, and; 3) Purchase, construction or manufacturing activities that are necessary to prepare the assets for their intended use or sale are in progress. (2) Capitalization period for borrowing costs Capitalization period refers to the period from commencement of capitalization of borrowing costs to its cessation; period of suspension for capitalization is excluded. Capitalization should cease when substantially all of the purchase, construction or manufacturing activities necessary to prepare the assets for their intended use or sale are complete. Where construction for assets purchased, constructed or manufactured eligible for capitalization is completed in stages, which can be used while construction of the other parts continues, capitalization of attributable borrowing costs should cease when substantially all of the activities necessary to prepare that part for its intended use or sale are complete. Where construction for each part of assets purchased, constructed or manufactured has been completed separately but can be used or sold only after the entire assets have been completed, capitalization of attributable borrowing costs should cease at the completion of the entire assets. (3) Period of suspension for capitalization Capitalization should be suspended during periods in which purchase, construction or manufacturing of assets eligible for capitalization is interrupted abnormally; if the interruption is the necessary procedure to prepare the assets purchased, constructed or manufactured eligible for capitalization for their intended use or sale, the borrowing costs should continue to be capitalized. Borrowing costs incurred during the interruption should be charged to profit or loss for the current period, and should continue to be capitalized when purchase, construction or manufacturing of the relevant assets resumes. (4) Measurement of capitalized amounts of borrowing costs Where funds are borrowed specifically for purchase, construction or manufacturing of assets eligible for capitalization, costs eligible for capitalization are the actual costs incurred less any income earned on the temporary investment of such borrowings. Where funds allocated for purchase, construction or manufacturing of assets eligible for capitalization are part of a general pool, the eligible amounts are determined by applying a capitalization rate to the weighted average excess of accumulated capital expenditures over those on specific borrowings. The capitalization rate will be the weighted average of the borrowing costs applicable to the general pool. Where there are discounts or premiums on borrowings, the amounts of interest for each accounting period should be adjusted taking account of amortizable discount or premium amounts for the period by effective interest method. 17. Biological assets Nil 18. Oil/gas assets Nil 46 司公限有份股心中游旅海东大南海 2012 文全告报度年半年 19. Measurement of intangible assets (1) Valuation of intangible assets 1) Intangible assets are stated at actual cost on acquisition. Costs of purchased intangible assets include purchase prices, relevant taxes and surcharges, and other expenditures that are directly attributable to the intangible assets before they reach working conditions for their intended use. If payments for the purchase of intangible assets are extended beyond the normal credit terms with financing nature, the costs of intangible assets are determined on the basis of present values of the purchase prices. For intangible assets obtained from debtors in settlement of his liabilities in case of debt restructuring, they should be initially stated at their fair values. Differences between the book values and the fair values of the intangible assets are charged to profit or loss for the current period. If the exchange of non-monetary assets has commercial substance, and the fair values of these assets can be measured reliably, the book values of intangible assets traded in are based on the fair values of the intangible assets traded out unless there is any conclusive evidence that the fair values of the assets traded in are more reliable. If the exchange of non-monetary assets does not meet the above criteria, the costs of the intangible assets traded in should be the book values of the assets traded out and relevant taxes and surcharges paid, and no profit or loss shall be recognized. Intangible assets obtained through acquisition of enterprises under common control should be initially stated at their carrying amounts recognized in the accounting records of the acquired party. Intangible assets obtained through acquisition of enterprises not under common control should be initially stated at fair value. The costs of internally developed intangible assets include: the materials consumed during the development, labor costs, and registration fees, amortization of other patents and licenses applied during the development, interest expenses eligible for capitalization, as well as other direct costs incurred for the intangible assets to reach working condition for their intended use. 2) Subsequent Measurement The useful lives of the intangible assets should be analyzed and determined on their acquisition. The intangible assets are amortized on a straight-line basis over the period during which they can bring economic benefits to the Company. For intangible assets which are not expected to bring economic benefits to the Company, they are deemed as intangible assets with uncertain useful lives and are not amortized. (2) Estimated useful lives of intangible assets with limited useful lives The Company shall review the useful lives and amortization methods of intangible assets with limited useful lives at each year end. The useful lives and amortization methods of intangible assets at the end of the current year is not different from previous estimates after review. Items Estimate useful lives Reason Land use right 50 The useful lives of land use right (3) Determination of intangible assets with uncertain useful lives The Company has no intangible assets with uncertain useful lives. (4) Provisions for impairment loss on intangible assets For intangible assets with definite useful lives, the Company shall perform impairment tests at the period end if there is clear indication of impairment. Impairment tests shall be performed at each period end for intangible assets with uncertain useful lives. The Company shall perform impairment tests and estimate the recoverable amounts of the intangible assets. If evidence suggests that an intangible asset is impaired, the Company shall estimate its recoverable amount on an individual basis. If it is difficult to estimate the recoverable amount of the individual asset, the Company shall estimate the recoverable amount of the asset portfolio that the individual asset belongs to. The recoverable amounts of intangible assets are the higher of their fair values less costs to sell and the present values of the future cash flows expected to be derived from the assets. If the recoverable amounts of intangible assets are less than their carrying amounts, the carrying amounts of the assets shall be written down to their recoverable amounts. The write downs are recognized as impairment losses and charged to profit or loss for the current period. Provisions for impairment loss on the assets are recognized accordingly. After impairment losses are recognized, the amortization charges for the intangible assets shall be adjusted in future periods to depreciate their revised carrying amounts (less their estimated net residual values) over their remaining useful lives on a systematic basis. Impairment losses on intangible assets shall not be reversed in subsequent accounting periods once recognized. 47 司公限有份股心中游旅海东大南海 2012 文全告报度年半年 (5) Specific standards for classification of research stage and development for R&D projects in the Company Nil (6) Calculation of expenditure for internal R&D projects Nil 20. Amortization method of long-term deferred expenses Long-term deferred expenses are amortized evenly over the beneficial period. 21. Assets transfer with repurchase condition attached Nil 22. Estimated liabilities When the Company is involved in litigation, debt-guarantee, loss contract, or restructuring, if it is probable that settlement of such events will result in surrendering assets or rendering services in the future, and the relevant amounts can be reliably measured, estimated liabilities shall be recognized. (1) Recognition criteria of estimated liabilities The Company should recognize an obligation in relation to contingencies as an estimated liability when all the following conditions are satisfied: 1) That obligation is a present obligation of the Company; 2) It is probable that settlement of such an obligation will result in the economic benefit to flow out from the Company; and 3) The amount of the obligation can be measured reliably. (2) Measurement method of estimated liabilities The Company’s estimated liabilities shall be initially measured at the best estimates of the necessary expenditures for the fulfillment of the present obligations. To determine the best estimates, the Company shall take into full account the risks, uncertainties, time value of money, and other factors relating to the contingencies. If the time value of money is significant, the best estimates shall be determined after discounting the relevant future cash outflows. The best estimates shall be treated as follows in different circumstances: If there is a continuous range (or region) for the necessary expenses, and probabilities of occurrence of all the outcomes within this range are equal, the best estimate shall be determined at the average amount of upper and lower limits within the range. Given the fact that there is no continuous range (or region) for the necessary expenses, or probabilities of occurrence of each outcome within this range are unequal despite such a range exists, if the contingency involves a single item, the best estimate shall be determined at the most likely outcome; if the contingency involves two or more items, the best estimate should be determined according to all the possible outcomes with their relevant probabilities. When all or part of the expenses necessary for the settlement of estimated liabilities of the Company are expected to be compensated by a third parties, the compensations should be separately recognized as assets only when it is virtually certain that the compensations will be received. The amounts recognized for the compensations should not exceed the carrying amounts of the estimated liabilities. 23. Shares payment and equity instrument Nil (1) Category of shares payment Nil (2) Recognition method for fair-value of equity instrument Nil (3) Basis of best estimation for vesting equity instrument Nil (4) Relevant accounting treatment for implementation, amendment and termination of shares payment plan Nil 24. Shares of the Company repurchased Nil 25. Revenues (1) Timing for recognition of revenues from sale of goods Revenues from sale of goods are recognized when the Company has transferred to the buyer the significant risks and rewards of ownership of the goods; the Company retains neither continuing managerial involvement to the degree usually associated with ownership nor effective control over the goods sold; it is probable that the 48 司公限有份股心中游旅海东大南海 2012 文全告报度年半年 economic benefits associated with the transaction will flow to the enterprise; and the relevant amounts of revenues and costs can be measured reliably. (2) Recognition of revenue of assets using right abalienation Interest and royalties should be recognized when both the following conditions have been satisfied: the economic benefits associated with the transactions will flow to the Company, and the amounts of the revenues can be measured reliably. Interest and royalty revenues should be accounted for as follows: 1) Interest should be measured based on the length of time for which the Company's cash is used by others and the applicable interest rate; and 2) Royalties should be measured according to the period and method of charging as stipulated in the relevant agreements or contracts. (3) Recognition basis and method of construction progress completion while recognize revenue from labor service providing and from construction contract by percentage of completion method If the outcome of transactions can be estimated reliably at the balance sheet date, revenues are recognized using the percentage of completion method. The percentage of completion is determined by measurement of completed work (or services already provided as a percentage of total services to be provided, or costs already incurred as a percentage of total costs). Revenues from provision of services are determined by prices stated in the contracts or agreements, whether already received or to be received, unless the relevant prices are unfair. At the balance sheet date, total revenues from provision of services multiplied by percentage of completion deducting accumulated revenues from provision of services of previous accounting periods are recognized as the revenues from provision of services of the current period; meanwhile, total costs of provision of services multiplied by percentage of completion deducting accumulated costs of provision of services of previous accounting periods are recognized as the costs of provision of services of the current period. When the outcome of transactions involving the rendering of services cannot be estimated reliably, revenues should be recognized and measured at the balance sheet date as follows: 1) if the service costs incurred are expected to be fully recoverable, the amounts equal to the costs incurred should be recognized as revenues and the equivalent amounts of costs should be charged to profit or loss for the current period; 2) If the service costs incurred are not expected to be fully recoverable, revenues are not recognized and the costs incurred are recognized in profit or loss for the current period. 26. Government grants (1) Classification Government grants refer to the monetary or non-monetary assets obtained by the Company from the government for free. Government grants are classified into asset-related government grants and income-related government grants. (2) Accounting treatments Government grants relating to purchase or construction of long-term assets, such as fixed assets and intangible assets, etc., shall be recognized as deferred income and amortized over the useful lives of assets constructed or purchased and charged to non-operating income by stage. Government grants relating to income to compensate future expenses or losses shall be recognized as deferred income and shall be charged to non-operating income during the period when the relevant expenses are incurred. The government grants relating to income to compensate incurred expenses or losses shall be directly recognized as non-operating income in the current period. 27. Deferred income tax assets and deferred income tax liabilities (1) Recognition basis for deferred income tax assets Deferred tax assets should be recognized for deductible temporary differences to the extent that it is probable that taxable profit will be available against which the deductible temporary differences can be utilised. (2) Recognition basis for deferred income tax liability Deferred tax liabilities should be recognized for all taxable temporary differences for current or prior accounting periods. There are three exceptions to the requirement to recognize deferred tax liabilities, as follows: liabilities arising from initial recognition of goodwill; liabilities arising from the initial recognition of assets/liabilities other than in business combinations which, at the time of the transactions, do not affect either the accounting or the taxable profits. When the Company has the statutory right to account for current tax assets and current tax liabilities with their net amounts, and has the intention to do so or the recovery of assets and the settlement of liabilities are achieved simultaneously, The Company shall present its current tax assets and current tax liabilities at the net amounts as the result of one offsetting another. 49 司公限有份股心中游旅海东大南海 2012 文全告报度年半年 When the Company has the statutory right to account for current tax assets and current tax liabilities with their net amounts, and the deferred tax assets and the deferred tax liabilities are related to income taxes imposed on the same taxpayer by the same tax authority or albeit they are related to income taxes imposed on different taxpayers, they have the intention to account for current tax assets and current tax liabilities with their net amounts or the recovery of assets and the settlement of liabilities are achieved simultaneously during each accounting period in the future when material deferred tax assets and deferred liabilities are reversed, the Company shall present its current tax assets and current tax liabilities at the net amounts as the result of one offsetting another. 28. Operation leasing, financing leasing (1) Accounting treatment of operation leasing 1) The lease payments should be recognized as expenses of the current period over the lease terms (including rent-free periods) on a straight-line basis. Initial direct costs relating to lease transactions incurred by the Company shall be recognized as expenses of the current period. If expenses relating to lease which should be borne by the Company are paid by the lessor of the assets, they shall be deducted from the total lease expenses and the balances shall be amortized over the lease terms and charged to expenses of the current period. 2) Lease income should be recognized over the lease terms (including rent-free periods) on a straight-line basis. Initial direct costs relating to lease transactions incurred by the Company shall be recognized as expenses of the current period; if the amounts are material, they shall be capitalized and amortized over the lease terms on the same basis as the recognition of lease income. If expenses relating to leases which should be borne by the lessee of the assets are paid by the Company, they shall be deducted from the total lease income and the balances shall be amortized over the lease terms by the Company. (2) Accounting treatment of financing leasing Nil 29. Assets held for sales (1) Recognition of assets held for sales Nil (2) Accounting treatment of assets held for sales Nil 30. Assets securitization Nil 31. Hedge accounting Nil 32. Changes of major accounting policies and accounting estimation Whether there have changes of major accounting policies and accounting estimation in report period or not □ Yes √ No □ Non applicable (1) Changes in accounting policies Whether have changes in accounting policies in report period □ Yes √ No □ Non applicable (2) Changes in accounting estimates Whether have changes in accounting estimates in report period □ Yes √ No □ Non applicable 33. Error correction of previous accounting Whether has error correction of previous accounting occurred in this period? □ Yes √ No □ Non applicable (1) Retrospective Restatement Is there has errors of previous accounting adopt retrospective restatement in this period □ Yes √ No □ Non applicable (2) Prospective Application Is there has errors of previous accounting adopt retrospective restatement in this period □ Yes √ No □ Non applicable 34. Other major accounting policy, accounting estimation and preparation method for financial statement Nil (V) Taxations 50 司公限有份股心中游旅海东大南海 2012 文全告报度年半年 1. Main tax and rate Items Tax basis Tax rate 3% VAT Sales of goods Consumption tax 5% Business tax Operating revenue 7% Urban maintenance and construction tax Turnover tax Corporation income tax Taxable income 25% 3% Extra charges of education funds Turnover tax 2% Extra charges of education funds Turnover tax The 70% residual value of the original value 1.2% Property tax of the properties ( including land right value) 12 / ㎡元 Land-use tax Land acreage The income tax rates applicable to each Branch Company or plant: Nil 2. Tax preference and approvals Nil 3. Other explanation Nil (VI) Enterprise consolidation and consolidated financial statements General explanation for enterprise consolidation and consolidated financial statement: Nil 1. Subsidiary Nil (1) Subsidiary obtained by establishment or investment Nil Other explanation on subsidiary obtained by establishment or investment: Nil (2) Subsidiaries acquired by business combination under the common control Nil Other explanation for subsidiaries acquired by business combination under the common control: Nil (3) Subsidiaries acquired by business combination not under the common control Nil Other explanation for subsidiaries acquired by business combination not under the common control: Nil 2. Special purposes entity or operation entity where controlling right is formed under entrusted operation or leasing □ Applicable √ Non-applicable Other explanation for special purposes entity or operation entity where controlling right is formed under entrusted operation or leasing: Nil 3. Explanation for changes in consolidation scope Explanation for changes in consolidation scope: Nil □ Applicable √ Non-applicable 51 司公限有份股心中游旅海东大南海 2012 文全告报度年半年 4. Entities newly included in consolidate scope during the reporting period and entities ceasing to be included in consolidate scope during the reporting period Nil 52 司公限有份股心中游旅海东大南海 2012 文全告报度年半年 Other explanation on entities newly included in consolidation scope and entities ceasing to be included in consolidation scope: Nil 5. Business combination under the common control during the reporting period Other explanation for business combination under the common control: Nil 6. Business combination not under the common control during the reporting period Other explanation for business combination not under the common control: Nil 7. Loss of subsidiaries due to disposal of equity interests without controlling rights during the reporting period Nil Other explanation for loss of subsidiaries due to disposal of equity interests without controlling rights Nil 8. Counter purchase occurred during the reporting period Other explanation for counter purchase: Nil 9. Absorption consolidation occurred during the reporting period Other explanation for absorption consolidation: Nil 10. Translation exchange rates for items in major statements of overseas operating entities Nil (VII) Notes to major items in consolidated financial statements 1. Monetary capital Unit: RMB Amount at period-end Amount at period-beginning Item Exchan Original Exchange Original currency RMB conversion RMB conversion ge rate currency rate Cash: -- -- 972,839.73 -- -- 780,895.53 RMB -- -- 972,839.73 -- -- 780,895.53 -- -- 1,574,835.52 -- -- 11,536,618.08 Cash in bank -- -- 1,574,835.52 -- -- 11,536,618.08 RMB -- -- 0.00 -- -- 57,068.87 Other monetary funds -- -- -- -- 57,068.87 RMB Total -- -- 2,547,675.25 -- -- 12,374,582.48 Separate explanation is required for accounts with restricted application purposes, deposited overseas and of potential recovery risks arising from pledge, mortgage or frozen: Nil 2. Transactional financial assets (1) Transactional financial assets Nil (2) Realization of restricted transactional financial assets Nil (3) Explanation for hedge instruments and related hedge transactions Nil 53 司公限有份股心中游旅海东大南海 2012 文全告报度年半年 3. Notes receivables (1) Classification of notes receivables Nil (2) Notes receivables pledged at period-end Nil (3)Transfer of notes to notes receivable due to the issuer’s impossibility to perform its obligations, and unmatured notes endorsed to others by the Company as at the period-end Nil Unmatured notes endorsed to others by the Company Nil Explanation for commercial acceptance notes discounted or pledged: Nil 4. Dividend receivables Nil 5. Interests receivables (1) Interests receivables Nil (2)Overdue interests Nil (3)Explanation for interests’ receivables Nil 6. Account receivables (1) Classified by categories Unit: RMB Amount at period-end Amount at period-begin Book balance Bad debt reserve Book balance Bad debt reserve Categories Proportio Proportio Proporti Proportion Amount Amount Amount Amount n (%) n (%) on (%) (%) Account receivables that are significant in amount 1,339,625.51 38.62% 1,339,625.51 100% 1,339,625.51 43.09% 1,339,625.51 100% individually and provided for bad debt individually Account receivables that are provided for bad debt by combination 2,129,499.04 61.38% 594,765.21 27.93% 1,769,117.66 56.91% 594,765.21 33.62% Subtotal of group 2,129,499.04 61.38% 594,765.21 27.93% 1,769,117.66 56.91% 594,765.21 33.62% Account receivables that are insignificant in amount 0.00 0% 0.00 0% 0.00 0% 0.00 0% individually but provided for bad debt individually Total 3,469,124.55 -- 1,934,390.72 -- 3,108,743.17 -- 1,934,390.72 -- Explanation for category of account receivables: Nil Account receivable with single significant amount and withdrawal bad debt provision separately √ Applicable □ Non-applicable 54 司公限有份股心中游旅海东大南海 2012 文全告报度年半年 Unit: RMB Contents of account receivables Book balance Bad debt provision Provision proportion Reason for provision Long account age, Sanya Power Supply Company 773,409.98 773,409.98 100% unable to recover Hainan Hong Kong & Macao International Long account age, 464,563.21 464,563.21 100% Tourism Ltd. unable to recover Long account age, Sanya City Council Reception 101,652.32 101,652.32 100% unable to recover Total 1,339,625.51 1,339,625.51 -- Account receivable provided for bad debt reserve under aging analysis method in the groups: √ Applicable □ Non-applicable Unit: RMB Amount at period-end Amount at period-begin Book balance Book balance Aging Proportion bad debt reserve Proportion bad debt reserve Amount Amount (%) (%) within 1 year Including: -- -- -- -- -- -- 970,523.73 27.98% 610,142.35 34.49% Subtotal of within 970,523.73 27.98% 0.00 610,142.35 34.49% 0.00 1 year 1-2 years 498,180.28 14.36% 24,963.04 498,180.28 28.16% 24,963.04 2-3 years 68,338.31 1.97% 10,250.75 68,338.31 3.86% 10,250.75 Over 3 years 1,932,082.23 55.69% 1,899,176.93 592,456.72 33.49% 559,551.42 2-3 years 30,700.00 0.88% 7,675.00 30,700.00 1.74% 7,675.00 Over 3 years 19,760.60 0.57% 9,880.30 19,760.60 1.12% 9,880.30 2-3 years 1,881,621.63 54.24% 1,881,621.63 541,996.12 30.63% 541,996.12 Total 3,469,124.55 -- 1,934,390.72 1,769,117.66 -- 594,765.21 Account receivables provided for bad debt reserve under balance percentage method in the groups: □Applicable √Non-applicable Account receivables provided for bad debt reserve under other method in the groups: □Applicable √Non-applicable Account receivable with single minor amount but withdrawal bad debt provision separately as at period-end □Applicable √Non-applicable 55 司公限有份股心中游旅海东大南海 2012 文全告报度年半年 (2) Reversal or recovery of account receivables during the reporting period (Non applicable) (3) Account receivables actually written-off during the reporting period (Non applicable) (4) Account receivables due from the shareholders holding 5% or above voting shares of the Company during the reporting period √Applicable □Non-applicable Unit: RMB Amount at period-end Amount at period-begin Shareholders’ name Bad debt provision Bad debt provision Book balance Book balance accrual accrual Haikou Agriculture, Industry & 12,935.00 37,290.19 Trade (Luoniushan) Co., Ltd. Total 12,935.00 0.00 37,290.19 0.00 (5) Top 5 account receivable Unit: RMB Relationship with the Proportion in total Name of the company Amount Terms Company account receivables (%) Sanya Power Supply Company Non-related parties 775,304.98 Over 5 years 22.35% Sanya Haiyuan Hotel Management Non-related parties 737,340.20 Within 1 year 21.25% Co., Ltd Hainan Hong Kong & Macao Non-related parties 464,563.21 Over 5 years 13.39% International Tourism Ltd. PEGAS Non-related parties 230,085.45 Within 1 year 6.63% Sanya City Council Reception Non-related parties 101,652.32 Within 1 year 2.93% Total -- 2,308,946.16 -- 66.55% (6) Account receivables due from related parties Unit: RMB Relationship with the Proportion in total account Name of the company Amount Company receivables (%) Haikou Agriculture, Industry & First largest shareholder 12,935.00 0.37% Trade (Luoniushan) Co., Ltd. Total -- 12,935.00 0.37% 56 司公限有份股心中游旅海东大南海 2012 文全告报度年半年 (7) Account receivables derecognized (((( non-applicable )))) (8) As for securities with account receivables as target subject, list the assets and liabilities arising from (((( further involvement non-applicable )))) 7. Other receivables (1) Disclosure of other receivables by classification Unit: RMB Amount at period-end Amount at period-begin Book balance Bad debt reserve Book balance Bad debt reserve Categories Proporti Proportio Proportion Proportio Amount Amount Amount Amount on (%) n (%) (%) n (%) Other receivable with single significant amount and 77,363,143.31 97.86% 77,363,143.31 100% 77,363,143.31 98.46% 77,363,143.31 100% withdrawal bad debt provision separately Other receivable of bad debt provision withdrawal by combination(Age) 1,689,578.27 2.13% 734,634.16 43.48% 1,202,053.46 1.53% 734,634.16 61.11% Subtotal of group 1,689,578.27 2.13% 734,634.16 43.48% 1,202,053.46 1.53% 734,634.16 61.11% Other receivable with single minor amount while 5,690.00 0.01% 5,690.00 100% 5,690.00 0.01% 5,690.00 100% withdrawal bad debt provision separately Total 79,058,411.58 -- 78,103,467.47 -- 78,570,886.77 -- 78,103,467.47 -- Explanation for category of other receivables: Nil Other receivable with single significant amount and withdrawal bad debt provision separately √ Applicable □ Non-applicable Unit: RMB Contents of other receivables Book balance Bad debt provision Provision proportion Reason for provision Hainan Dadonghai Tourism 54,767,945.15 54,767,945.15 100% Unable to recover Company Dividend distributed in cash 16,899,000.00 16,899,000.00 100% Unable to recover for 94-96 Hainan Hong Kong & Macao 4,145,704.16 4,145,704.16 100% Unable to recover International Tourism Ltd. Guangdong Jinma Tourism 1,200,494.00 1,200,494.00 100% Unable to recover 57 司公限有份股心中游旅海东大南海 2012 文全告报度年半年 Co., Ltd Shareholder custody charge 350,000.00 350,000.00 100% Unable to recover Total 77,363,143.31 77,363,143.31 -- -- Other receivable provided for bad debt reserve under aging analysis method in the groups: √ Applicable □ Non-applicable Unit: RMB Amount at period-end Amount at period-begin Book balance Book balance Aging Proporti bad debt reserve Proporti bad debt reserve Amount Amount on (%) on (%) Within 1 year Including: 652,290.60 38.61% 164,765.79 13.71% Subtotal of within 1 year 652,290.60 38.61% 0.00 164,765.79 13.71% 0.00 1-2 years 301,720.29 17.86% 15,086.01 301,720.29 25.1% 15,086.01 2-3 years 4,434.39 0.26% 665.16 4,434.39 0.37% 665.16 Over 3 years 731,132.99 43.27% 718,882.99 731,132.99 60.82% 718,882.99 3-4 years 1,000.00 0.06% 250.00 1,000.00 0.08% 250.00 4-5 years 23,000.00 1.36% 11,500.00 23,000.00 1.91% 11,500.00 Over 5 years 707,132.99 41.85% 707,132.99 707,132.99 58.83% 707,132.99 Total 1,689,578.27 -- 734,634.16 1,202,053.46 -- 734,634.16 Other receivables provided for bad debt reserve under balance percentage method in the groups: □ Applicable √ Non-applicable Other receivables provided for bad debt reserve under other method in the groups: □ Applicable √ Non-applicable Other receivable with single minor amount but withdrawal bad debt provision separately as at period-end √ Applicable □ Non-applicable Unit: RMB Contents of other Book balance Bad debt provision Provision proportion Reason for provision receivables Reserve fund 5,690.00 5,690.00 100% unable to recover Total 5,690.00 5,690.00 100% -- 58 司公限有份股心中游旅海东大南海 2012 文全告报度年半年 (2) Reversal or recovery of other receivables during the reporting period (((( non-applicable )))) (3) Other receivables actually written-off during the reporting period (((( non-applicable )))) (4) Other receivables due from the shareholders holding 5% or above voting shares of the Company during the reporting period □Applicable √Non-applicable (5) Nature or content of other receivables with significant amount (((( non-applicable )))) (6) Top 5 other receivable Unit: RMB Relationship with the Proportion in total account Name of the company Amount Terms Company receivables (%) Hainan Dadonghai Tourism Non-related parties 54,767,945.15 Over 5 years 69.28% Company Dividend distributed in cash Non-related parties 16,899,000.00 Over 5 years 21.38% for 94-96 Hainan Hong Kong & Macao Non-related parties 4,145,704.16 Over 5 years 5.24% International Tourism Ltd. Guangdong Jinma Tourism Non-related parties 1,200,494.00 Over 5 years 1.52% Co., Ltd Shareholder custody charge Non-related parties 350,000.00 Over 5 years 0.44% Total -- 77,363,143.31 -- 97.86% (7) Other receivables due from related parties non-applicable (((( )))) (((( (8) Other receivables derecognized non-applicable )))) (9) As for securities with other receivables as target subject, list the assets and liabilities arising from (((( further involvement non-applicable )))) 8. Payment in advance (1) Analysis of payments in advance by aging Unit: RMB Amount at period-end Amount at period-begin Aging Proportion Proportion Amount Amount (%) (%) 59 司公限有份股心中游旅海东大南海 2012 文全告报度年半年 Within 1 year 191,873.03 97.42% 371,282.53 98.65% 1-2 years 5,086.00 2.58% 5,086.00 1.35% 2-3 years Over 3 years Total 196,959.03 -- 376,368.53 -- Explanation for aging analysis of payments in advance: Nil (2) Top 5 of payments in advance Unit: RMB Relationship with the Name of the company Amount Time Reason for unsettlement Company Goods has not been Hainan Yezhishu Decoration Non-related parties 32,730.00 2011-12-19 delivered at the Engineering Co., Ltd destination Goods has not been Sanya Morning Post Non-related parties 27,360.00 2011-11-29 delivered at the destination Goods has not been Hainan Branch of Sunshine Non-related parties 27,310.07 2012-06-30 delivered at the Insurance Co., Ltd. destination Goods has not been Sanya Branch of China Cable TV Non-related parties 26,112.00 2012-05-24 delivered at the Network Co., Ltd. destination Goods has not been Sanya Lizhigou Deming Non-related parties 23,649.00 2012-01-06 delivered at the Cultivation Park destination Total -- 137,161.07 -- -- Explanation for major units paid in advance: Nil (3) Shareholders holding 5% or above voting shares of the Company in payments in advance during the reporting period □ Applicable √ Non-applicable (4) Explanation for payment in advance Nil 60 司公限有份股心中游旅海东大南海 2012 文全告报度年半年 9. Inventory (1) Classification Unit: RMB Amount at period-end Amount at period-begin Item Depreciation Depreciation Book balance Book value Book balance Book value provision provision Raw materials 960,662.08 752,638.26 208,023.82 986,065.85 753,675.73 232,390.12 Product in process Stock products 22,771.38 11,102.41 11,668.97 22,771.38 11,102.41 11,668.97 Revolving materials Consumptive 68,148.50 68,148.50 380,459.98 380,459.98 biological assets Total 1,051,581.96 763,740.67 287,841.29 1,389,297.21 764,778.14 624,519.07 (2) Inventory impairment provision Unit: RMB Book-balance as at Provision for this Decrease during this year Book-balance as at Kinds of inventories period-begin period Reversal Written-off period-end Raw materials 753,675.73 1,037.47 752,638.26 Product in process Stock products 11,102.41 11,102.41 Revolving materials Consumptive biological assets Total 764,778.14 0.00 0.00 1,037.47 763,740.67 (3) Particular about inventory impairment provision (((( non-applicable )))) 10. Other current assets Unit: RMB Item Amount at period-end Amount at period-begin Exchange Entitlement (No.: 00004071) 810,900.00 810,900.00 Total 810,900.00 810,900.00 Explanation on other current assets The Company bought the Land Exchange Entitlement (No. 00004071) was transfer value of 1.53 million yuan exchange entitlement with 810,900.00 yuan in 2010, which has registered under the name of the Company dated 8 November 2010. 61 司公限有份股心中游旅海东大南海 2012 文全告报度年半年 11. Financial assets available for sale (1) Particular about financial assets available for sale ((((non-applicable )))) (2) Long-term debt investment in financial assets available for sales non-applicable (((( )))) 12. Held-to-maturity investment (1) Particular about held-to-maturity investment (((( non-applicable )))) (2) Held-to-maturity investment that sold in report period but not expired (((( non-applicable )))) 13. Long-term account receivable (((( non-applicable )))) 14. Investment for affiliated enterprise and joint ventures ((((non-applicable )))) 15. Long-term equity investment 62 司公限有份股心中游旅海东大南海 2012 文全告报度年半年 (1) Details of long-term equity investment Unit: RMB Explanation on the incongruity in share Proportion of Proportion of Impairment holding Calculatio Initial Balance at Increase/decrea Balance at share holding voting rights in Impairment provision of Cash bonus this Invested company proportion and n method investment cost period-begin se(+,-) period-end in invested invested provision accruing this year voting company (%) company (%) year proportion in invested company Hainan Luoniushan Equity Agriculture 9,000,000.00 0.00 43,398.28 9,043,398.28 31.03% 31.03% method Technology Co., Ltd Shenzhen Difu Cost Investment & 5,000,000.00 5,000,000.00 5,000,000.00 14.28% 5,000,000.00 method Development Ltd. Hubei Jingsha Cost 4,566,207.42 4,566,207.42 4,566,207.42 91% 4,566,207.42 Dadonghai Club Ltd. method Sanya Shun’an Cost 5,150,166.84 5,150,166.84 5,150,166.84 70% 5,150,166.84 Casino method Total -- 23,716,374.26 14,716,374.26 43,398.28 23,759,772.54 -- -- -- 14,716,374.26 0.00 0.00 63 司公限有份股心中游旅海东大南海 2012 文全告报度年半年 (2) Limited ability for capital transfer to investment enterprise (((( non-applicable )))) 16. Investment real estate (1) Investment real estate measured by cost □ Application √ non-application (2) Investment real estate measured by fair value □ Application √ non-application 17. Fixed assets (1) Particular about fixed assets Unit: RMB Book balance at Decrease during this Book balance at Item Increase during this period period-begin period period-end I. total of book balance: 187,662,738.79 544,367.90 0.00 188,207,106.69 Including: House & 156,679,569.41 156,679,569.41 buildings Machinery equipments 14,293,452.00 33,700.00 14,327,152.00 Transportation tools 1,808,106.77 1,808,106.77 Electronic equipment 2,807,776.63 93,752.90 2,901,529.53 Improvements 10,114,923.89 10,114,923.89 Other equipment 1,958,910.09 416,915.00 2,375,825.09 Book balance at Increased in this Accrual in this De creased in this Book balance at -- period-begin period period period period-end II. total of accumulated 81,354,905.82 3,206,169.78 0.00 0.00 84,561,075.60 depreciation: Including: House & 61,689,002.46 1,824,012.24 63,513,014.70 buildings Machinery equipments 7,986,752.30 314,379.42 8,301,131.72 Transportation tools 558,436.94 71,576.70 630,013.64 Electronic equipment 1,356,302.03 199,223.04 1,555,525.07 Improvements 8,720,632.98 667,500.51 9,388,133.49 Other equipment 1,043,779.11 129,477.87 1,173,256.98 Book balance at Book balance at -- -- period-begin period-end III. total net value of fixed 106,307,832.97 -- 103,646,031.09 assets Including: House & 94,990,566.95 -- 93,166,554.71 buildings 64 司公限有份股心中游旅海东大南海 2012 文全告报度年半年 Machinery equipments 6,306,699.70 -- 6,026,020.28 Transportation tools 1,249,669.83 -- 1,178,093.13 Electronic equipment 1,451,474.60 -- 1,346,004.46 Improvements 1,394,290.91 -- 726,790.40 Other equipment 915,130.98 -- 1,202,568.11 IV. total of impairment 35,297,102.09 -- 35,297,102.09 provision Including: House & 32,449,653.81 -- 32,449,653.81 buildings Machinery equipments 2,625,812.66 -- 2,625,812.66 Transportation tools -- Electronic equipment 21,643.05 -- 21,643.05 Improvements -- Other equipment 199,992.57 -- 199,992.57 V. total book value of fixed 71,010,730.88 -- 68,348,929.00 assets Including: House & 62,540,913.14 -- 60,716,900.90 buildings Machinery equipments 3,680,887.04 -- 3,400,207.62 Transportation tools 1,249,669.83 -- 1,178,093.13 Electronic equipment 1,429,831.55 -- 1,324,361.41 Improvements 1,394,290.91 -- 726,790.40 Other equipment 715,138.41 -- 1,002,575.54 Depreciation in this period amounting to 3,206,169.78 yuan; original price transfer from construction in progress to fixed assets amounting as 0 yuan (2) Temporary idle fixed assets Unit: RMB Depreciation Impairment Item Original book value Net book value Note accumulative provision House & buildings 0.00 Machinery 0.00 equipments Transportation 0.00 tools Other equipment 230,710.58 20,306.92 199,992.57 10,411.09 (3) Fixed assets leasing-in by financing lease □ Application √ non-application 65 司公限有份股心中游旅海东大南海 2012 文全告报度年半年 (4) Fixed assets leasing-out by operational lease □ Application √ non-application (5) Fixed assets held for sale in period-end non-application (((( )))) (6) Fixed assets with un-completed property certificates non-application (((( )))) (((( 18. Construction in process non-application )))) 19. Construction materials (((( non-application )))) (((( 20. Disposal of fixed assets non-application )))) 21. Productive biological assets (1) Measured by cost □application √non-application (2) Measured by fair value □application √non-application (((( 22. oil/gas assets non-application )))) 23. Intangible assets (1) Particular about intangible assets Unit: RMB Book balance at Book balance at Item Increased in the period decreased in the period period-begin period-end I. total of original value 87,315,277.74 0.00 0.00 87,315,277.74 Land Use Right 87,315,277.74 87,315,277.74 II. total accumulated 28,145,087.60 434,363.58 0.00 28,579,451.18 amortization Land Use Right 28,145,087.60 434,363.58 28,579,451.18 III. total net book value of 59,170,190.14 0.00 434,363.58 58,735,826.56 intangible assets Land Use Right 59,170,190.14 434,363.58 58,735,826.56 IV. Accumulated intangible asset 29,343,890.98 0.00 0.00 29,343,890.98 impairment provisions 66 司公限有份股心中游旅海东大南海 2012 文全告报度年半年 Land Use Right 29,343,890.98 29,343,890.98 Total of intangible asset 29,826,299.16 0.00 0.00 29,391,935.58 book value Land Use Right 29,826,299.16 29,391,935.58 The amount amortized in this period accounting as 434,363.58 yuan 67 司公 限有 份股心 中游旅海 东大南海 2012 文全告报度年半年 (2) Expenditure of project development (((( non-application )))) (3) Intangible assets without property certificate obtained (((( non-application )))) (((( 24. Goodwill non-application )))) 25. Long-term deferred expense Unit: RMB Balance at Increased in the Amortization Balance at Reasons for other Item Other decrease period-begin period during this period period-end decrease 程工料涂墙外店酒 1,079,936.26 147,264.06 932,672.20 程工水防面屋 291,666.67 49,999.98 241,666.69 Total 1,371,602.93 0.00 197,264.04 0.00 1,174,338.89 -- Explanation on long-term deferred expense: Nil 26. Deferred income tax assets and deferred income tax liabilities (1) Net amount of deferred income tax assets and deferred income tax liabilities before deduction □application √non-application (2) Net amount of deferred income tax assets and deferred income tax liabilities after deduction □application √non-application 27. Details of asset impairment provision Unit: RMB Balance as at Increase during Decrease during this period Balance as at Item period-begin this period Reversal Written-off period-end I. Bad debt reserve 80,037,858.19 80,037,858.19 II. Inventory falling price reserves 764,778.14 0.00 0.00 1,037.47 763,740.67 III. Impairment provision of financial assets available for sale IV. Impairment provision of investment held to maturity V. Long-term equity investment impairment 14,716,374.26 0.00 14,716,374.26 provision VI. Investment real estate impairment provision 68 司公 限有 份股心 中游旅海 东大南海 2012 文全告报度年半年 VII. Fixed asset impairment provision 35,297,102.09 35,297,102.09 VIII. Impairment provision for construction materials IX. Construction-in-process impairment provision X. Capitalized Biological assets impairment provision Including: Impairment provision for maturity production biological assets XI. oil assets impairment provision XII. Intangible assets impairment provision 29,343,890.98 0.00 29,343,890.98 XIII. Goodwill impairment provision 0.00 XIV. other Total 160,160,003.66 0.00 0.00 1,037.47 160,158,966.19 Explanation on asset impairment provision: Nil 28. Other non-current assets (((( non-application )))) (((( 29. Short-term loans non-application )))) 30. Transactional financial liabilities (((( non-application )))) 31. Note payable (((( non-application )))) 31. Note payable )))) (((( 1 Unit: RMB Item Amount as at period-end Amount as at period-begin Within 1 year(including 1year) 1,535,499.16 3,294,219.31 1-2 years (including 2 years) 38,623.00 38,623.00 2-3years ((including 3 years 32,518.50 32,518.50 Over 3years 506,741.43 506,741.43 Total 2,113,382.09 3,872,102.24 (2)Accounts payable to shareholders holding 5% or above voting shares of the Company 69 司公 限有 份股心 中游旅海 东大南海 2012 文全告报度年半年 □ Application√ non-application 33. Account received in advance )))) (((( 1 Unit: RMB Item Amount as at period-end Amount as at period-begin Within 1 year(including 1year) 354,239.96 2,781,345.52 1-2 years (including 2 years) 673,291.48 673,291.48 2-3years ((including 3 years) 46,281.57 46,281.57 Over 3years 145,803.44 145,803.44 Total 1,219,616.45 3,646,722.01 (2)Accounts received in advance to shareholders holding 5% or above voting shares of the Company □ Application√ non-application 34. Wages payable Unit: RMB Balance as at Increase during this Item Decrease during this period Balance as at period-end period-begin period I. Wage, bonus, allowance and 2,764,366.42 5,144,772.71 4,620,628.43 3,288,510.70 subsidy II. Employees’ welfare 601,865.17 601,865.17 III. Social security 0.00 533,041.89 533,041.89 0.00 533,041.89 533,041.89 IV. Housing public reserve V. Compensation from labor relationship dismissed VI. Other 785,739.86 179,363.50 70,760.70 894,342.66 785,739.86 179,363.50 70,760.70 894,342.66 Total 3,550,106.28 6,459,043.27 5,826,296.19 4,182,853.36 Wages payable has 0 yuan for arrears Outlay for labor union and staff educational charge amounting as 894,342.66yuan; non-monetary welfare amounting as 0 yuan and compensation for dismiss of labor relationship amounting to 0 yuan The wages payable expected to pay and the amount for payment; 70 司公 限有 份股心 中游旅海 东大南海 2012 文全告报度年半年 Nil 35. Tax payable Unit: RMB Item Amount as at period-end Amount as at period-begin VAT 135,982.62 135,982.62 Consumption tax Business tax 51,125.80 225,381.48 Enterprise income tax -1,506,230.72 -1,702,702.80 Personal income tax City maintenance and construction tax 3,578.81 15,776.70 Educational surcharge 2,556.29 11,269.07 Property right tax 1,740.27 278,423.34 Land use tax 3,000.00 72,393.00 Total -1,308,246.93 -963,476.59 Explanation on tax payable: if the local taxation bureau agrees mutual adjustment between vary branches and plants, explain taxation calculation: Nil 36. Interest payable (((( )))) non-application (((( 37. Dividend payable non-application )))) 38. Other payables )))) (((( 1 Unit: RMB Item Amount as at period-end Amount as at period-begin Within 1 year(including 1year) 1,372,562.81 1,809,249.63 1-2 years (including 2 years) 902,729.00 902,729.00 2-3years (including 3 years) 201,033.27 201,033.27 3-4years(including 4 years) 23,033,183.14 23,033,183.14 Total 25,509,508.22 25,946,195.04 (2) Others payable due to shareholders units holding over 5% (5% included) voting shares of the Company at period-end √ Application □ non-application Unit: RMB 71 司公 限有 份股心 中游旅海 东大南海 2012 文全告报度年半年 Unit Amount as at period-end Amount as at period-begin Haikou Agriculture, Industry & Trade 565,332.56 800,000.00 (Luoniushan) Co., Ltd. Total 565,332.56 800,000.00 (3) Explanation on other account payable with over one year age Company Closing balance Reasons of un-paid Note 19,810,000.00 Shortage of fund China Securities Regulatory Commission 1,065,059.86 Shortage of fund Security Times 1,000,000.00 Margin Sun Hongjie Haikou Agriculture, Industry & Trade 565,332.56 Owe to related party (Luoniushan) Co., Ltd. (4) Explanation on unit of major connected amount for other account payable Company Closing balance Nature/content Note 19,810,000.00 China Securities Regulatory Commission Forfeit due to manipulating company stock 1,065,059.86 Security Times Affiche fee 1,000,000.00 Margin Sun Hongjie Haikou Agriculture, Industry & Trade 565,332.56 Corresponding payment (Luoniushan) Co., Ltd. 39. Predicted liability (non-application) 40、、、、 40. Non-current liability due within one year(non-application) 41、、、、 41. Other current liability(non-application) 42. Long-term loan (1) Category of long-term loans (non-application) (2) Top five long-term loans (non-application) 43. Bond payable (non-application) 44. Long-term account payable (non-application) 72 司公 限有 份股心 中游旅海 东大南海 2012 文全告报度年半年 45. Specific account payable (non-application) 46. Other non-current liability (non-application) 47. Share capital Unit: RMB Increased (decreased) in this year Amount at Shares Amount at New shares period-begin Bonus shares converted from Other Sub-total period-end issued public reserve Total of shares 364,100,000 0 0 0 0 0 364,100,000 Explanation on share capital changes, if there has capital increase/decrease in reporting period, disclosed the CPA’s name and verification documents; for company limited within 3 years operation, explain the net assets before establishment; for those company limited changed from limited liability company, explain the verification condition while established. Nil 48. Stock shares Explanation on stock shares: Nil 49. Specific Reserve Explanation on specific Reserve: Nil 50. Capital reserves Unit: RMB Decrease during this Amount at Item Amount at period-begin Increase during this period period period-end Capital premium (Share capital 33,336,215.58 33,336,215.58 premium) Other capital reserve 20,806,634.43 20,806,634.43 Total 54,142,850.01 0.00 0.00 54,142,850.01 Explanation on capital reserve: Increase Decrease Amount at Amount at Item during this during this period-begin period-end period period 1. Share premium 33,336,215.58 33,336,215.58 (1) Capital contributed by investors 33,336,215.58 33,336,215.58 (2) Effects of combinations of entities under common 73 司公 限有 份股心 中游旅海 东大南海 2012 文全告报度年半年 control (3) Others Subtotal 33,336,215.58 33,336,215.58 2. Other capital reserves 20,806,634.43 20,806,634.43 (1) Other changes in owners' equity except net gains or losses of investee (2) Gains or losses arising from changes in fair values of financial assets available for sale (3) Transfer from capital reserves under the original system (4) Balances of relocation compensations granted by the government due to relocations concerning public interest (5) Others 20,806,634.43 20,806,634.43 Subtotal 20,806,634.43 20,806,634.43 Total 54,142,850.01 54,142,850.01 (((( 51. Surplus reserves non-application )))) 52. General risk provision Explanation on general risk provision: Nil 53. Undistributed profits Unit: RMB Withdrawal or Allocation Item Amount Ratio Undistributed profits at the end of last year -336,257,724.19 -- before adjustment Adjust the total undistributed profits at the -- beginning of the year (Increase +, Decrease -) Undistributed profits at the beginning of the -336,257,724.19 -- year after adjustment Increase: The net profits belong to owners of 589,416.25 -- patent company of this period Decrease: Withdraw legal surplus reserves 74 司公 限有 份股心 中游旅海 东大南海 2012 文全告报度年半年 Withdraw free surplus reserves Withdraw general risk reserves Handle common stock dividends Common stock dividends transferred to be capital stock Undistributed profits at the end of the period -335,668,307.94 -- Details about adjusting the undistributed profits at the beginning of the year: 1) The retroactive adjustments to Accounting Standards for Business Enterprises and its relevant new regulations affect the undistributed profits at the beginning of the year amounting to 0 Yuan. 2) The changes in accounting policies affect the undistributed profits at the beginning of the year amounting to 0 Yuan. 3) The major accounting error correction affects the undistributed profits at the beginning of the year amounting to 0 Yuan. 4) Merge scope changes caused by the same control affect the undistributed profits at the beginning of the year amounting to 0 Yuan. 5) Other adjustments affect the undistributed profits at the beginning of the year amounting to 0 Yuan. The undistributed profits explain that the company initial public offering bonds should clearly state if the accumulated profits are decided to be shared by old and new shareholders by general meeting of stockholders before issuing; while the company should clearly disclose that the profits in the dividends payable belong to old shareholders after auditing if the general meeting of stockholders decides the accumulated profits are allocated and shared by old shareholders before issuing. Nil 54. Operating income and cost (1) Operating income and cost Unit: RMB Item Amount of this period Amount of last period Main operating income 20,425,639.30 18,467,961.40 Other operating income Operating cost 3,022,082.13 3,393,494.71 (2) Primary business (By industries) √ Applicable □ Not Applicable 75 司公 限有 份股心 中游旅海 东大南海 2012 文全告报度年半年 Unit: RMB Amount of this period Amount of last period Industry name Operating income Operating cost Operating income Operating cost Tourism diet service 20,425,639.30 3,022,082.13 18,467,961.40 3,393,494.71 Total 20,425,639.30 3,022,082.13 18,467,961.40 3,393,494.71 (3) Primary business (By products) √ Applicable □ Not Applicable Unit: RMB Amount of this period Amount of last period Products name Operating income Operating cost Operating income Operating cost Guest room 15,662,395.50 5,168.33 13,688,094.00 8,786.87 Food and beverage 4,763,243.80 3,016,913.80 4,779,867.40 3,384,707.84 Total 20,425,639.30 3,022,082.13 18,467,961.40 3,393,494.71 (4) Primary business (By districts) √ Applicable □ Not Applicable Unit: RMB Amount of this period Amount of last period District Operating income Operating cost Operating income Operating cost Hainan province 20,425,639.30 3,022,082.13 18,467,961.40 3,393,494.71 Total 20,425,639.30 3,022,082.13 18,467,961.40 3,393,494.71 (5) The operating income of the top five customers of the Company Unit: RMB The percentage in all operating income of the Company Customer name Primary business income (%) PEGAS Zheng Qingbo 4,390,653.00 21.5% Hainan Chengda International 1,007,380.00 4.93% Tourism Ltd. Sanya Baishun International 506,350.00 2.48% Tourism Ltd. Sanya Shengda International 501,300.00 2.45% Tourism Ltd. 76 司公 限有 份股心 中游旅海 东大南海 2012 文全告报度年半年 South Red Cross 391,380.00 1.92% Total 6,797,063.00 33.28% Introductions to operating income Nil 55. Contract item income √ Applicable □ Not Applicable 56. Business tax and surcharges Unit: RMB Item Amount of this period Amount of last period Calculating and payment standards Consumption tax Business tax 1,021,281.97 923,398.08 5 City maintenance and construction 71,489.74 64,637.87 7 tax Education surcharge 30,638.46 27,701.95 3 Resources tax Local education surcharge 20,425.65 18,467.97 2 Total 1,143,835.82 1,034,205.87 -- Introductions to business tax and surcharges Nil 57. Income of fair value changes (((( non-application )))) 58. Investment income (1) Particulars about investment income Unit: RMB Item Amount of this period Amount of last period Income of long-term equity investment calculated based on cost Income of long-term equity investment calculated 3,932.08 based on equity 77 司公 限有 份股心 中游旅海 东大南海 2012 文全告报度年半年 Investment income obtained from disposal of long-term equity investment Investment income obtained during holding trading financial assets Investment income obtained during held-to-maturity investment gaining investment income Investment income obtained during holding available-for-sale financial assets Investment income obtained by handling trading financial assets Investment income obtained from held-to-maturity investment Investment income obtained from available-for-sale financial assets Others Total 3,932.08 (2) Income of long-term equity investment calculated based on cost non-application (((( )))) (3) Income of long-term equity investment calculated based on equity Unit: RMB Company name Amount of this period Amount of last period Reasons of change (+,-) Hainan Luoniushan Agriculture Income from new investment in this 3,932.08 Technology Co., Ltd period Total 3,932.08 -- Investment income description: It should be introduced if there is significant restrictions to repatriation of investment income; it also should be introduced if there is no this kind of significant restrictions. Nil 59. Asset impairment loss Unit: RMB Item Amount of this period Amount of last period 1. bad debt loss 2. inventory falling price loss -1,037.47 -655.94 3. impairment loss of available-for-sale financial assets 78 司公 限有 份股心 中游旅海 东大南海 2012 文全告报度年半年 4. impairment loss of held-to-maturity investment assets 5. impairment loss of long-term equity investment 6. impairment loss of investment real estate 7. impairment loss of fixed assets 8. impairment loss of project goods and material 9. impairment loss of construction in process 10. impairment loss of productive living beings 11. impairment loss of oil gas 12. impairment loss of intangible assets 13. goodwill impairment loss 14. Others Total -1,037.47 -655.94 60. Non-operating income )))) (((( 1 Unit: RMB Item Amount of this period Amount of last period Non-current assets disposal gains 3,920.00 8,190.00 thereinto: fixed assets disposal gains 3,920.00 8,190.00 intangible assets disposal gains debt restructuring gains exchange of non-monetary assets gains accepting donations government grants 20,000.00 Compensation income 87,630.00 183,776.00 Other 66,562.05 33,640.60 Total 158,112.05 245,606.60 (2) Details of government grants Unit: RMB Item Amount of this period Amount of last period Note government grants 0.00 20,000.00 79 司公 限有 份股心 中游旅海 东大南海 2012 文全告报度年半年 Total 20,000.00 -- Introductions to on-operating income Nil 61. Non-operating expenditure Unit: RMB Item Amount of this period Amount of last period Non-current assets disposal losses 1,173.46 thereinto: fixed assets disposal losses intangible assets disposal losses debt restructuring losses exchange of non-monetary assets losses donations Total 1,173.46 Introductions to on-operating expenditure Nil 62. Income tax expense Unit: RMB Item Amount of this period Amount of last period current income tax calculated based on tax law and relevant rules deferred income tax adjustment Income tax expense in this year 196,472.08 Total 196,472.08 63. The computational process of basic EPS (earnings per share) and diluted EPS Nil 64. Other consolidated income (((( non-application)))) 65. Notes to statement of cash flow (1) Other cash received in relation to operation activities Unit: RMB 80 司公 限有 份股心 中游旅海 东大南海 2012 文全告报度年半年 Item Amount Income from compensation 87,630.00 Interest income 22,990.40 corresponding amount 5,400.00 Other 292,720.39 Total 408,740.79 Explanation on other cash received in relation to operation activities Nil (2) Other cash paid in relation to operation activities Unit: RMB Item Amount selling expense, management fee 2,026,398.02 Financial expenses 180,331.52 Other 909,862.17 Total 3,116,591.71 Explanation on other cash paid in relation to operation activities Nil (3) Cash received from other investment activities (((( non-application )))) (4) Cash paid related with investment activities (((( non-application )))) (5) Other cash received in relation to financing activities non-application (((( )))) (6) Cash paid related with financing activities (((( non-application )))) 66. Supplementary information to statement of cash flow (1) Supplementary information to statement of cash flow Unit: RMB Amount as at previous Supplementary information Amount as at this period period 1 . Net profit adjusted to cash flow of operation activities : -- -- Net profit 589,416.25 -1,635,132.91 Add: assets impairment losses Depreciation of fixed assets, consumption of oil assets and depreciation 3,207,296.32 3,133,201.85 of productive biology assets Amortization of intangible assets 434,363.58 434,363.58 Amortization of long-term deferred expenses 197,264.04 28,249.99 Loss from disposal of fixed assets, intangible assets and other long-term -2,746.54 -7,390.00 81 司公 限有 份股心 中游旅海 东大南海 2012 文全告报度年半年 assets(gain is listed with “-”) Loss of disposing fixed assets(gain is listed with “-”) Loss from change of fair value(gain is listed with “-”) Financial expenses (gain is listed with “-”) 44,000.00 Investment loss (gain is listed with “-”) -43,398.28 Decrease of deferred income tax asset( (increase is listed with “-”) Increase of deferred income tax liability (decrease is listed with “-”) Decrease of inventory (increase is listed with “-”) 336,677.78 -52,108.80 Decrease of operating receivable accounts (increase is listed with “-”) -668,496.69 -1,388,128.68 Increase of operating payable accounts (decrease is listed with “-”) -4,334,535.79 -111,784.41 Others Net cash flow arising from operating activities -284,159.33 445,270.62 2. Material investment and financing not involved in cash flow -- -- Liabilities converted to capital Convertible bond expire in 1 year Fixed assets leased through financing 3. Net change of cash and cash equivalents : -- -- Balance of cash at period end 2,547,675.25 2,233,728.81 Less: Balance of cash at year-begin 12,374,582.48 3,104,278.19 Plus: Balance of cash equivalents at the period end Less: Balance of cash equivalent at year-begin Net increasing of cash and cash equivalents -9,826,907.23 -870,549.38 (2) Relevant information about obtaining/disposal of subsidiary and other business unit in report period Unit: RMB Supplementary Amount in this period Amount in last period I. Relevant information about obtaining subsidiary and other business -- -- units: 1. Price of obtaining subsidiary and other business units 2. Cash and cash equivalent paid for obtaining subsidiary and other business units Less: Cash and cash equivalent held by subsidiary and other business units 82 司公 限有 份股心 中游旅海 东大南海 2012 文全告报度年半年 3. Net cash paid for obtaining subsidiary and other business unit 4. Net assets obtained from subsidiary 0.00 0.00 Current assets Non-current assets Current liability Non-current liability II. Relevant information about disposal of subsidiary and other -- -- business units: 1. Price of disposal of subsidiary and other business units 2. Cash and cash equivalent received from disposal of subsidiary and other business units Less: Cash and cash equivalent held by subsidiary and other business units 3. Net cash received from disposal of subsidiary and other business units 4. Disposal of net assets 0.00 0.00 Current assets Non-current assets Current liability Non-current liability (3) Constitution of cash and cash equivalent: Unit: RMB Item Balance as at period-end Balance as at period-begin Ⅰ . Cash 2,547,675.25 12,374,582.48 Including: stock cash 972,839.73 780,895.53 Bank deposit available for payment at any time 1,574,835.52 11,536,618.08 Other monetary fund available for payment at any time 57,068.87 Account available for payment that saving in central bank account save interbank account split interbank Ⅱ . Cash equivalent Including: bond investment matured within 3 months 、Ⅲ Balance of cash and cash equivalent at year-end 2,547,675.25 12,374,582.48 Explanation on constitution of cash and cash equivalent: 83 司公 限有 份股心 中游旅海 东大南海 2012 文全告报度年半年 Nil 67. Notes of changes of owners’ equity Explain the name and adjusted amount in “Other” at end of last period as well as the retroactive adjustment arising from enterprise combination under same control: Nil (VIII) Accounting treatment of assets securitization 1. Explain the main exchange of assets securitization and its accounting treatment and provision of bankruptcy-remote Nil 2. Subject of special purpose without controlling rights on hand by actually bear the risks (((( non-application )))) (IX) Related Parties and Transactions 1. Parent company of the Company Unit: RMB Proportio Proportio n of n of Final Legal shares voting Parent Relations Registrati Business Registere controller Organizat Nature representa Currency held to right to company hip on place nature d capital of the ion code tive the the Company Company Company (%) (%) Haikou Agricultu Hainan re, Controllin Luoniush Industry g Listed 880,132,0 an 28408974 Haikou Xu Zili Planting CNY 16.81% 16.81% & Trade sharehold company 00.00 Holding -7 (Luonius er Group han) Co., Co., Ltd Ltd. Explanation on parent company of the enterprise On 29 January 2010, the Company received “the confirmation book of security transfer” issued by Shenzhen Branch of China Security Registration & Settlement Ltd from Haikou Agriculture, Industry & Trade (Luoniushan) Co., Ltd., it confirmed that 60 million A shares held by Haikou Food Ltd has transferred to Haikou Agriculture, Industry & Trade (Luoniushan) Co., Ltd. After this transfer, Haikou Agriculture, Industry & Trade (Luoniushan) Co., Ltd. held 60 million A shares and account for 16.48% of the Company, be the largest shareholder of the Company. 84 司公 限有 份股心 中游旅海 东大南海 2012 文全告报度年半年 2. Subsidiary of the Company (non-application) 3. Details of joint-venture and affiliated enterprise of the Company (non-application) 4. Particulars about other related parties (non-application) 5. Related transaction (1) Statement of commodity purchased and labor service received (non-application) Statement of commodity sales and labor service provided Unit: RMB Pricing way and Amount in this period Amount in last period Related party Content decision making Ratio in similar Ratio in similar Amount Amount procedures transactions (%) transactions (%) Haikou Agriculture, Industry & Trade Accommodation Market Price 247,602.44 1.21% 79,794.06 0.43% (Luoniushan) Co., Ltd. (2) Related trusteeship/contract (non-application) (3) Related leasing (non-application) (4) Related guarantee (non-application) (5) Borrowed funds from related party (non-application) (6) Assets transfer, debt restructure of related party (non-application) (7) Other related transactions Nil 6. Account receivable/payable for related parties Account receivable from related parties Unit: RMB Amount at Item Related parties Amount at period-begin period-end Haikou Agriculture, Industry & Trade Accommodation 12,935.00 37,290.19 (Luoniushan) Co., Ltd. Account payable for related parties Unit: RMB 85 司公 限有 份股心 中游旅海 东大南海 2012 文全告报度年半年 Amount at Item Related parties Amount at period-begin period-end Haikou Agriculture, Industry & Trade Business dealings 565,332.56 800,000.00 (Luoniushan) Co., Ltd. (X) Share payment 1. General particular about share payment (non-application) 2. Share payment settled by equity (non-application) 3. Share payment settled by cash (non-application) 4. Service payment for shares (non-application) 5. Particular about amendment of share payment and its termination Nil (XI) Contingent events 1. Contingent liability and its financial influence formed by un-settle lawsuits or arbitration Nil 2. Contingent liability and its financial influence formed from debt guarantee offered to other units Nil Other contingent liability and its financial influence: Nil (XII) Commitments 1. Large commitments Nil 2. Profit distribution after balance sheet date Nil (XIII) Subsequent events of balance sheet 1. Explanation on major event after balance sheet date (non-application) 2. Profit distribution after balance sheet date (non-application) 3. Other explanation after balance sheet date Nil (XIV) Other explanations on major event 1. Non-monetary asets exchange Nil 86 司公 限有 份股心 中游旅海 东大南海 2012 文全告报度年半年 2. Debt reorganization Nil 3. Enterprise combination Nil 4. Leasing Nil 5. Financial instrument issued outside and convertible to shares in report period Nil 6. Main content of annuity plan and major changes Nil 7. Other events needs disclosure Nil (XV) Principle notes of financial statements of parent company 1. Accounts receivable (1) Accounts receivable (non-application) (2) Accounts receivable switched back or taken back during the report period (((( non-application )))) (3) Accounts receivable should be cancelled after verification during the report period (((( non-application )))) (4) Shareholder units holding more than 5 %( Including 5%) voting shares of the Company in accounts receivable during the report period □Applicable √Not Applicable (5) Properties and contents of other accounts receivable with large amount Nil 87 司公 限有 份股心 中游旅海 东大南海 2012 文全告报度年半年 (6) Units with top five accounts receivable amount (non-application) (7) Accounts receivable of related party (non-application) )))) (((( 8 Transferring amount is 0 Yuan for accounts receivable not conforming to terminate the confirmation. (9) It is required to introduce the relevant transaction arrangement for asset securitization taking accounts receivables as the standard Nil 2. Other accounts receivable (1) Other accounts receivable (non-application) (2) Other accounts receivable switched back or taken back during the report period (non-application) (3) Other accounts receivable should be cancelled after verification during the report period (Non-application) (4) Shareholder units holding more than 5% (Including 5%) voting shares of the Company in other accounts receivable during the report period □Applicable √Not Applicable (5) Properties and contents of other accounts receivable with large amount Nil 88 司公 限有 份股心 中游旅海 东大南海 2012 文全告报度年半年 (6) Units with top five other accounts receivable amount (non-application) (7) Other accounts receivable of related party (non-application) )))) (((( 8 Transferring amount is 0 Yuan for other accounts receivable not conforming to terminate the confirmation (9) It is required to introduce the relevant transaction arrangement for asset securitization taking other accounts receivables as the standard Nil 3. Long-term equity investment (non-application) 4. Operating income and cost (1) Operating income and cost Unit: RMB Item Amount of this period Amount of last period Main operating income Other operating income Operating cost 3,022,082.13 3,393,494.71 Total (2) Primary business (By industries) □Applicable √Not Applicable (3) Primary business (By products) □Applicable √Not Applicable (4) Primary business (By districts) □Applicable √Not Applicable 89 司公 限有 份股心 中游旅海 东大南海 2012 文全告报度年半年 (5) The operating income of the top five customers of the Company (non-application) 5. Investment income (1) Particulars about investment income Unit: RMB Item Amount of this period Amount of last period Income of long-term equity investment calculated based on cost Income of long-term equity investment calculated based on 3,932.08 equity Investment income obtained from disposal of long-term equity investment Investment income obtained during holding trading financial assets Investment income obtained during held-to-maturity investment gaining investment income Investment income obtained during holding available-for-sale financial assets Investment income obtained by handling trading financial assets Investment income obtained from held-to-maturity investment Investment income obtained from available-for-sale financial assets Others Total 3,932.08 (2) Income of long-term equity investment calculated based on cost (non-application) (3) Income of long-term equity investment calculated based on equity (non-application) 6. Supplementary information of cash flow statement Unit: RMB Amount of the current Supplementary information Amount of the last period period 1. adjust the net profits to be cash flow for operating activities -- -- 90 司公 限有 份股心 中游旅海 东大南海 2012 文全告报度年半年 net profits 589,416.25 -1,635,132.91 Add: assets impairment preparation fixed assets depreciation, oil-and-gas assets loss , productive living beings depreciation intangible assets amortization long-term deferred expenses amortization losses from handling fixed assets, intangible assets and assets(profits fill with “-“ ) loss on retirement of fixed assets(profits fill with “-“ ) fair value change loss(profits fill with “-“ ) financial costs(profits fill with “-“ ) investment losses(profits fill with “-“) deferred income tax assets decrease(increases fill with “-“ ) deferred income tax liabilities increase(decreases fill with “-“ ) stock decreases(increases fill with “-“ ) operating receivables decrease(increases fill with “-“ ) operating payables increase(decreases fill with “-“ ) Others cash flow net amount generated by operating activities -284,159.33 445,270.62 2. significant investment financial activities not involving and cash deposit -- -- and withdrawal debt turns to capital convertible bonds due in one year fixed assets financed by leasing 3. net changes of cash and cash equivalents -- -- ending balance of cash decrease: opening balance of cash increase: ending balance of cash equivalents decrease: opening balance of cash equivalents net increase of cash and cash equivalents -9,826,907.23 -870,549.38 91 司公 限有 份股心 中游旅海 东大南海 2012 文全告报度年半年 7. Assets and liabilities enter into the account book with assessed value by counter purchase (non-application) (XVI) Supplementary Information 1. REO and earnings per share Unit: RMB Earnings per share Profits during report period Weighted average ROE (%) Basic EPS diluted EPS net profits belong to common stock stockholders of the 0.72% 0.0016 0.0016 Company net profits belong to common stock stockholders of the 0.53% 0.0012 0.0012 Company after deducting nonrecurring gains and losses 2. Abnormalities and reasons of the accounting statement items of the Company Nil IX File catalog for future reference File catalog for future reference 1. Semi-annual reports with the president’s own signature; 2. financial report with signature of legal representative, finance employee in charge and accountant in charge; 3. The original manuscripts of all documents and announcements of the Company publicly disclosed on Securities Times and Hong Kong Commercial Daily during the report period; 4. Other relevant files. The above documents are place in the security department of the Company Chairman: Li Yuanbin Submit date approved by the board of directors: 27 August 2012 92