Short Form of the Stock: Dadonghai-A , Dadonghai-B Stock Code: 000613, 200613 海南大东海旅游中心股份有限公司 Hainan Dadonghai Tourism Centre (Holdings) Co., Ltd. THE THIRD QUARTERLY REPORT FOR 2013 (FULL-TEXT) Date of disclosure: 30 October 2013 司公限有份股心中游旅海东大南海 2013 文全告报度季三第年 Section I. Important Notes Board of Directors and the Supervisory Committee of Hainan Dadonghai Tourism Centre (Holdings) Co., Ltd. (hereinafter referred to as the Company) and its directors, supervisors and senior executives hereby confirm that there are no any fictitious statements, misleading statements, or important omissions carried in this report, and shall take all responsibilities, individual and/or joint, for the reality, accuracy and completion of the whole contents. All directors of the Company are attended the Meeting for quarterly report deliberation. Principal of the Company Li Yuanbin, Person in Charge of Accounting Works Chen Liurong and Person in Charge of Accounting Organ (Accounting Officer) Li Zhi hereby confirm that the Financial Report of the Third Quarterly Report is authentic, accurate and complete. 2 司公限有份股心中游旅海东大南海 2013 文全告报度季三第年 Section II. Main accounting data and changes of shareholders I. Main accounting data and index Whether it has retroactive adjustment or re-statement on previous accounting data for accounting policy changed and accounting error correction or not □Yes √ No Current period-end Period-end of last year Increase/decrease (%) Total assets(RMB) 114,905,714.27 115,785,974.55 -0.76% Net assets attributable to shareholders of listed company 81,820,369.43 84,111,167.82 -2.72% (RMB) Increase/decrease in Increase/decrease Year-begin to comparison with Current in comparison end of the year-begin to period with same period Period Period-end of last of last year (%) year (%) Operating revenue (RMB) 2,865,270.50 -15.38% 17,644,058.00 -25.9% Net profit attributable to shareholders of the listed company -1,808,826.88 -63.18% -2,290,798.39 -341.33% (RMB) Net profit attributable to shareholders of the listed company -1,826,677.53 -8.94% -2,383,595.39 -127.5% after deducting non-recurring gains and losses(RMB) Net cash flow arising from operating activities(RMB) -- -- 2,131,589.52 350.14% Basic earnings per share (RMB/Share) -0.005 -66.67% -0.0063 -350% Diluted earnings per share (RMB/Share) -0.005 -66.67% -0.0063 -350% Weighted average ROE (%) -2.18% -0.82% -2.76% -2.12% Items and amount of extraordinary profit (gains)/losses √Applicable □Not applicable In RMB Amount from year-begin to Item Note end of the Period Gains/losses from the disposal of non-current asset (including the 200.00 - write-off that accrued for impairment of assets) Other non-operating income and expenditure except for the 92,597.00 - aforementioned items Total 92,797.00 -- Concerning the extraordinary profit (gain)/loss defined by Q&A Announcement No.1 on Information Disclosure for Companies Offering Their Securities to the Public --- Extraordinary Profit/loss, and the items defined as recurring profit (gain)/loss according to 3 司公限有份股心中游旅海东大南海 2013 文全告报度季三第年 the lists of extraordinary profit (gain)/loss in Q&A Announcement No.1 on Information Disclosure for Companies Offering Their Securities to the Public --- Extraordinary Profit/loss, explain reasons □ Applicable √ Not applicable II. Statement of the total shareholders and shares-held of top ten shareholders at end of the Period In Share Total shareholders at period-end 30,449 Shares-held of top ten shareholders Amount of Number of share Nature of Proportion of Amount of Shareholders restricted shares pledged/frozen shareholder shares held (%) shares held held State of share Amount Domestic non Luoniushan Co., Ltd. state-owned 16.81% 61,190,270 0 Pledged 60,000,000 corporate Domestic nature Pan Guoping 9.07% 33,029,583 0 Pledged 6,500,000 person China Everbright Securities (HK) Foreign corporate 4.98% 18,137,684 0 Limited Domestic non Shanghai Zhongqing Hotel Property state-owned 2.86% 10,400,116 0 Management Co., Ltd. corporate Domestic non Yangpu Tongrong Investment state-owned 2.79% 10,150,082 4,420,800 Management Consultation Co., Ltd. corporate Domestic non Sanya Yongli Investment Co., Ltd. state-owned 1.9% 6,930,000 0 corporate Domestic non Construction Investment CITIC state-owned 1.27% 4,620,000 0 Assets Management Co., Ltd. corporate Domestic nature Cao Huili 1.07% 3,898,439 0 person CITRINE CAPITAL LIMITED Foreign corporate 0.9% 3,265,200 0 Domestic non Sanya Zhongxing Development Co., state-owned 0.7% 2,541,000 2,541,000 Ltd. corporate Particular about top ten shareholders with un-restrict shares held 4 司公限有份股心中游旅海东大南海 2013 文全告报度季三第年 Type of shares Shareholders Amount of un-restrict shares held Type Amount Luoniushan Co., Ltd. 61,190,270 RMB ordinary shares 61,190,270 RMB ordinary shares 6,904,417 Pan Guoping 33,029,583 Domestically listed 26,125,166 foreign shares Domestically listed China Everbright Securities (HK) Limited 18,137,684 18,137,684 foreign shares Shanghai Zhongqing Hotel Property Management Co., 10,400,116 RMB ordinary shares 10,400,116 Ltd. Sanya Yongli Investment Co., Ltd. 6,930,000 RMB ordinary shares 6,930,000 Yangpu Tongrong Investment Management 5,729,282 RMB ordinary shares 5,729,282 Consultation Co., Ltd. Construction Investment CITIC Assets Management 4,620,000 RMB ordinary shares 4,620,000 Co., Ltd. Cao Huili 3,898,439 RMB ordinary shares 3,898,439 Domestically listed CITRINE CAPITAL LIMITED 3,265,200 3,265,200 foreign shares Sanya Rural Credit Cooperatives 2,310,000 RMB ordinary shares 2,310,000 The Company is unknown whether there exists associated relationship or Explanation on associated relationship among the belongs to the consistent actor regulated by the Management Measure of aforesaid shareholders Information Disclosure on Change of Shareholding for Listed Company among the other shareholders. Explanation on shareholders involving margin business Among the top ten shareholders, there is no shareholder involving margin (if applicable) business. Whether has a buy-back agreement dealing in reporting period √Yes □No In the reporting period, agreed to repurchase among top 10 shareholders are as: On 29 January 2013, shareholder of the Company Pan Guoping dealing the security with Everbrigh Securities Co., Ltd. with type of agreed to repurchase, 3,500,000 shares of Dadonghai –A are involved, a 0.96 percent in total share capital of the Company. And Pan Guoping purchased the abovementioned shares on 24 April 2013. As of the reporting period, 6,904,417 shares of Dadonghai-A were held by Pan Guoping, a 1.896 percent in total share capital of the Company, and 26,125,166 shares of Dadonghai-B, a 7.175 percent of the total shares of the Company. 5 司公限有份股心中游旅海东大南海 2013 文全告报度季三第年 Section III. Important events I. Particular about major changes from items of main accounting statements and financial indexes as well as reasons In RMB Balance at Balance at Item of balance sheet +,- amount Changes (%) Reasons period-end period-begin Monetary funds 6,746,544.21 15,194,668.69 -8,448,124.48 -55.60 Equity investment outside increased Advance payment 205,129.84 86,579.35 118,550.49 136.93 The account paid in advance for goods increased Other account receivable 3,341,906.72 2,221,769.24 1,120,137.48 50.42 Other receivables increased Long-term equity investment 10,000,000.00 0.00 10,000,000.00 100.00 Investment of Luoniushan Microcredit Company Long-term expenses to be 681,178.79 977,074,.85 -295,896.06 -30.28 The long-term expenses was apportioned amortized Item of cash flow statement and From Jan. to Same period of +,- amount Changes (%) Reasons profit statement Sept. of 2013 last year Operating income 17,644,058.00 23,811,585.30 -6,167,527.30 -25.90 Due to the outsourcing of food and beverage Operating cost 6,212.35 3,023,875.59 -3,017,663.24 -99.79 Due to the outsourcing of food and beverage Business tax and extra 988,067.25 1,333,448.80 -345,381.55 -25.90 Due to the decrease of revenue Sales expense 8,677,821.22 11,465,634.82 -2,787,813.60 -24.31 Due to the outsourcing of food and beverage Financial expense 35,292.89 182,743.81 -147,450.92 -79.81 The revenue reduced, than the settlement charges expenses dereased correspondingly Cash received from sales of goods 16,854,251.39 22,274,609.54 -5,420,358.15 -24.33 Outsourcing of food and and labor service provided beverage, and the revenue decreased Other cash received with operating 3,008,265.11 671,635.81 2,336,629.30 347.90 The agency fund and deposit activities concerned increased Cash paid for purchasing goods and 5,039,930.09 9,356,697.94 -4,316,767.85 -46.14 Outsourcing of food and receiving labor service beverage, and the expenditure 6 司公限有份股心中游旅海东大南海 2013 文全告报度季三第年 deceased Net cash flow arising from operating 2,131,589.52 -852,149.91 2,983,739.43 350.14 Outsourcing of food and activities beverage, and cost expenditure decreased II. Progress of significant events, their influences, and analysis and explanation of their solutions Connected investment The “Proposal of Investment Intent of Investment in Capital for Haikou Luoniushan Microcredit Co., Ltd.” was deliberated and approved by 6th extraordinary meeting of 7th session of the Board held on 26 June 2013, the Company plans to invested RMB 10 million for the Haikou Luoniushan Microcredit Co., Ltd. After the above mentioned capital increment, the registered capital of Haikou Luoniushan Microcredit Co., Ltd. turns to RMB 110 million from RMB 100 million, and the Company holds 9.09 percent of the shares. However, the captial investment should by approved by the shareholders’ general meeting of Haikou Luoniushan Microcredit Co., Ltd. and relevant government departments. (found more details in Notice of the Company released on Securities Times, Hong Kong Commercial Daily and Juchao Website http://www.cninfo.com.cn dated 27 June 2013) On 9 July 2013, the “Resolution Notice of First Extraordinary Shareholders’ General Meeting 2013 of Haikou Luoniushan Microcredit Co., Ltd.” and “Reply on Approval of Captial Increment for Haikou Luoniushan Microcredit Co., Ltd from The Finance Affairs Office of Government of Hainan Province” (Qiong Jin Ban Dai 2013 No.: 46) were received by the Company, the investment RMB 10 million to Haikou Luoniushan Microcredit Co., Ltd was approved. (found more details in Notice of the Company released on Securities Times, Hong Kong Commercial Daily and Juchao Website http://www.cninfo.com.cn dated 10 July 2013) Relevant procedures with the above mentioned capital increment concerned has completed in the reproting period Overview Disclosure date Query index for interim notice Investment of RMB 10 million to Haikou 2013-06-27 http://www.cninfo.com.cn Luoniushan Microcredit Co., Ltd. 2013-07-10 http://www.cninfo.com.cn III. Commitments made by the Company or shareholders holding above 5% shares of the Company in reporting period or made in previous period and extending to reporting period. Commitment Commitme Commitments Accepter Contents Implementation date nt term Seeking Implementing. restructuring side But no Shareholders In an Commitments for for assets appropriate with over 5% 2008-06-20 appropriate Share Merger Reform reorganization in restructuring share held time an appropriate side has been time. found so far. Commitments made in acquisition report or equity change report Commitments in assets reorganization Commitments make in Initial public offering or 7 司公限有份股心中游旅海东大南海 2013 文全告报度季三第年 re-financing Other commitments for minority shareholders Completed on time or not No Detail reasons for un-complement and further N/A plan(if applicable) IV. Estimation of operation performance for year of 2013 Estimation of accumulative net profit from the beginning of the year to the end of next report period to be loss probably or the warning of its material change compared with the corresponding period of the last year and explanation of reason □Applicable √Not applicable V. Particular about security investment □Applicable √Not applicable VI. Particulars about derivatives investment □Applicable √Not applicable VII. Registration form of receiving research, communication and interview in the report period Content discussed and documents Date Place Way Type Object provided HQ of the Investor Mr./Ms. Operation status of the Company, no 2013-07-10 Telephone Personal Company Wang in Hangzhou material provided HQ of the Telephone Personal Investor Mr./Ms. How the original shares circulated, no 2013-07-18 Company Liu in Beijing material provided HQ of the Telephone Personal Investor Mr./Ms. Operation status of the Company, no 2013-07-29 Company Zhang in Nanjing material provided HQ of the Telephone Personal Investor Mr./Ms. How the original shares circulated, no 2013-08-15 Company Peng in Beijing material provided HQ of the Telephone Personal Investor Mr./Ms. Li Operation status of the Company, no 2013-08-23 Company in Harbin material provided Telephone Personal Investor Mr./Ms. HQ of the Operation status of the Company, no 2013-08-30 Huang in Company material provided Guangzhou HQ of the Telephone Personal Investor Mr./Ms. Operation status of the Company, no 2013-09-02 Company Chen in Haikou material provided HQ of the Telephone Personal Investor Mr./Ms. Operation status of the Company, no 2013-09-11 Company Hu in Shenzhen material provided HQ of the Telephone Personal Investor Mr./Ms. Operation status of the Company, no 2013-09-26 Company Hu in Beijing material provided 8 司公限有份股心中游旅海东大南海 2013 文全告报度季三第年 HQ of the Telephone Personal Investor Mr./Ms. Operation status of the Company, no 2013-09-30 Company Yu in Shanghai material provided 9 司公限有份股心中游旅海东大南海 2013 文全告报度季三第年 Section IV. Financial Statement I. Financial statement 1. Balance Sheet Prepared by Hainan Dadonghai Tourism Centre (Holdings) Co., Ltd. In RMB Items Balance at period-end Balance at period-begin Current assets: Monetary funds 6,746,544.21 15,194,668.69 Settlement provisions Capital lent Transaction finance asset Notes receivable Accounts receivable 3,045,431.40 2,523,510.68 Accounts paid in advance 205,129.84 86,579.35 Insurance receivable Reinsurance receivables Contract reserve of reinsurance receivable Interest receivable Dividend receivable Other receivables 3,341,906.72 2,221,769.24 Purchase restituted finance asset Inventories 288,902.09 291,524.72 Non-current asset due within one year Other current assets Total current assets 13,627,914.26 20,318,052.68 Non-current assets: Granted loans and advances Finance asset available for sales Held-to-maturity investment Long-term account receivable Long-term equity investment 10,000,000.00 0.00 10 司公限有份股心中游旅海东大南海 2013 文全告报度季三第年 Investment property Fixed assets 62,290,594.59 65,533,275.02 Construction in progress Engineering material Disposal of fixed asset Productive biological asset Oil and gas asset Intangible assets 28,306,026.63 28,957,572.00 Expense on Research and Development Goodwill Long-term expenses to be apportioned 681,178.79 977,074.85 Deferred income tax asset Other non-current asset Total non-current asset 101,277,800.01 95,467,921.87 Total assets 114,905,714.27 115,785,974.55 Current liabilities: Short-term loans Loan from central bank Absorbing deposit and interbank deposit Capital borrowed Transaction financial liabilities Notes payable Accounts payable 2,194,593.98 1,981,833.63 Accounts received in advance 1,522,386.86 2,031,429.61 Selling financial asset of repurchase Commission charge and commission payable Wage payable 4,554,601.11 3,638,558.05 Taxes payable -1,265,142.28 -1,131,657.47 Interest payable Dividend payable Other accounts payable 26,078,905.17 25,154,642.91 Reinsurance payables 11 司公限有份股心中游旅海东大南海 2013 文全告报度季三第年 Insurance contract reserve Security trading of agency Security sales of agency Non-current liabilities due within 1 year Other current liabilities Total current liabilities 33,085,344.84 31,674,806.73 Non-current liabilities: Long-term loans Bonds payable Long-term account payable Special accounts payable Projected liabilities Deferred income tax liabilities Other non-current liabilities Total non-current liabilities Total liabilities 33,085,344.84 31,674,806.73 Owner’s equity (or shareholders’ equity): Paid-in 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 -336,422,480.58 -334,131,682.19 Balance difference of foreign currency translation Total owner’s equity attributable to parent 81,820,369.43 84,111,167.82 company Minority interests Total owner’s equity(or shareholders’ 81,820,369.43 84,111,167.82 equity) Total liabilities and owner’s equity(or 114,905,714.27 115,785,974.55 shareholders’ equity) Legal representative: Li Yuanbin Person in charge of accounting works: Chen Liurong Person in charge of accounting institution: Li Zhi 2. Profit Statement (this report period) 12 司公限有份股心中游旅海东大南海 2013 文全告报度季三第年 Prepared by Hainan Dadonghai Tourism Centre (Holdings) Co., Ltd. In RMB Item Amount in this period Amount in last period I. Total operating income 2,865,270.50 3,385,946.00 Including: Operating income 2,865,270.50 3,385,946.00 Interest income Insurance gained Commission charge and commission income II. Total operating cost 4,691,948.03 5,078,719.59 Including: Operating cost 1,121.15 1,793.46 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 160,455.15 189,612.98 Sales expenses 2,811,546.30 3,020,023.57 Administration expenses 1,751,645.26 1,841,886.89 Financial expenses -32,819.83 25,402.69 Losses of devaluation of asset Add: Changing income of fair value(Loss is listed with “-”) Investment income (Loss is listed with “-”) 16,072.33 Including: Investment income on affiliated company and joint venture Exchange income (Loss is listed with “-”) III. Operating profit (Loss is listed with “-”) -1,826,677.53 -1,676,701.26 Add: Non-operating income 17,850.65 371,749.49 Less: Non-operating expense Including: Disposal loss of non-current asset IV. Total Profit (Loss is listed with “-”) -1,808,826.88 -1,304,951.77 Less: Income tax expense -196,472.08 V. Net profit (Net loss is listed with “-”) -1,808,826.88 -1,108,479.69 Including: net profit realized before consolidation by mergered party 13 司公限有份股心中游旅海东大南海 2013 文全告报度季三第年 Net profit attributable to owner’s of parent company -1,808,826.88 -1,108,479.69 Minority shareholders’ gains and losses VI. Earnings per share -- -- i. Basic earnings per share -0.005 -0.003 ii. Diluted earnings per share -0.005 -0.003 VII. Other consolidated income VIII. Total comprehensive income -1,808,826.88 -1,108,479.69 Total consolidated income attributable to owners of parent -1,808,826.88 -1,108,479.69 company Total consolidated income attributable to minority shareholders Legal representative: Li Yuanbin Person in charge of accounting works: Chen Liurong Person in charge of accounting institution: Li Zhi 3. Profit statement (year-begin to end of this period) Prepared by Hainan Dadonghai Tourism Centre (Holdings) Co., Ltd. In RMB Item Amount in this period Amount in last period I. Total operating income 17,644,058.00 23,811,585.30 Including: Operating income 17,644,058.00 23,811,585.30 Interest income Insurance gained Commission charge and commission income II. Total operating cost 20,027,653.39 24,879,341.23 Including: Operating cost 6,212.35 3,023,875.59 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 988,067.25 1,333,448.80 Sales expenses 8,677,821.22 11,465,634.82 Administration expenses 10,320,259.68 8,873,638.21 Financial expenses 35,292.89 182,743.81 14 司公限有份股心中游旅海东大南海 2013 文全告报度季三第年 Losses of devaluation of asset Add: Changing income of fair value(Loss is listed with “-”) Investment income (Loss is listed with “-”) 20,004.41 Including: Investment income on affiliated company and joint venture Exchange income (Loss is listed with “-”) III. Operating profit (Loss is listed with “-”) -2,383,595.39 -1,047,751.52 Add: Non-operating income 93,997.00 529,861.54 Less: Non-operating expense 1,200.00 1,173.46 Including: Disposal loss of non-current asset IV. Total Profit (Loss is listed with “-”) -2,290,798.39 -519,063.44 Less: Income tax expense V. Net profit (Net loss is listed with “-”) -2,290,798.39 -519,063.44 Including: net profit realized before consolidation by mergered party Net profit attributable to owner’s of parent company -2,290,798.39 -519,063.44 Minority shareholders’ gains and losses VI. Earnings per share -- -- i. Basic earnings per share -0.0063 -0.0014 ii. Diluted earnings per share -0.0063 -0.0014 VII. Other consolidated income VIII. Total comprehensive income -2,290,798.39 -519,063.44 Total consolidated income attributable to owners of parent -2,290,798.39 -519,063.44 company Total consolidated income attributable to minority shareholders Legal representative: Li Yuanbin Person in charge of accounting works: Chen Liurong Person in charge of accounting institution: Li Zhi 4. Cash Flow Statement (year-begin to end of this period) Prepared by Hainan Dadonghai Tourism Centre (Holdings) Co., Ltd. In RMB Item Amount in this period Amount in last period I. Cash flows arising from operating activities: Cash received from selling commodities and providing labor 16,854,251.39 22,274,609.54 services Net increase of customer deposit and interbank deposit Net increase of loan from central bank 15 司公限有份股心中游旅海东大南海 2013 文全告报度季三第年 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 3,008,265.11 671,635.81 Subtotal of cash inflow arising from operating activities 19,862,516.50 22,946,245.35 Cash paid for purchasing commodities and receiving labor 5,039,930.09 9,356,697.94 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 7,237,541.64 7,928,916.88 Taxes paid 2,078,558.84 2,528,365.93 Other cash paid concerning operating activities 3,374,896.41 3,984,414.51 Subtotal of cash outflow arising from operating activities 17,730,926.98 23,798,395.26 Net cash flows arising from operating activities 2,131,589.52 -852,149.91 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 200.00 3,920.00 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 200.00 3,920.00 Cash paid for purchasing fixed, intangible and other 579,914.00 550,047.90 long-term assets Cash paid for investment 10,000,000.00 9,000,000.00 Net increase of mortgaged loans Net cash received from subsidiaries and other units Other cash paid concerning investing activities 16 司公限有份股心中游旅海东大南海 2013 文全告报度季三第年 Subtotal of cash outflow from investing activities 10,579,914.00 9,550,047.90 Net cash flows arising from investing activities -10,579,714.00 -9,546,127.90 III. Cash flows arising from financing activities Cash received from absorbing investment Including: Cash received from absorbing minority shareholders’ investment by subsidiaries Cash received from loans Cash received from issuing bonds Other cash received concerning financing activities Subtotal of cash inflow from financing activities Cash paid for settling debts Cash paid for dividend and profit distributing or interest paying Including: Dividend and profit of minority shareholder paid by subsidiaries Other cash paid concerning financing activities Subtotal of cash outflow from financing activities Net cash flows arising from financing activities IV. Influence on cash and cash equivalents due to fluctuation in exchange rate V. Net increase of cash and cash equivalents -8,448,124.48 -10,398,277.81 Add: Balance of cash and cash equivalents at the period 15,194,668.69 12,374,582.48 -begin VI. Balance of cash and cash equivalents at the period -end 6,746,544.21 1,976,304.67 Legal representative: Li Yuanbin Person in charge of accounting works: Chen Liurong Person in charge of accounting institution: Li Zhi II. Audit Report Whether the third quarter report was audited or not □Yes √No rd The 3 quarter report of the Company has not been audited Board of Director of Hainan Dadonghai Tourism Centre (Holdings) Co., Ltd. Chairman: Li Yuanbin 28 October 2013 17