Short Form of the Stock: ST Donghai-A, ST Donghai-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 First Quarterly Report 2015 (Full Text) Disclosure Date: 29 April 2015 司公限有份股心中游旅海东大南海 2015 文全告报度季一第年 Section I. Important Notice 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 should guarantee the reality, accuracy and completion of the quarterly report, there are no any fictitious statements, misleading statements or important omissions carried in this report, and shall take legal responsibilities, individual and/or joint. All Directors are attended the Board Meeting for Quarterly Report deliberation Li Yuanbin, Person in charge of the Company, Fu Zongren, person in charger of accounting works and Liu Xianghai, person in charger of accounting organ (accounting officer) hereby confirm that the Financial Report of this Quarterly Report is authentic, accurate and complete. 2 司公限有份股心中游旅海东大南海 2015 文全告报度季一第年 Section II. Main financial data and changes of shareholders I. Main accounting data and financial indexes Whether it has retroactive adjustment or re-statement on previous accounting data for accounting policy changed and accounting error correction or not □ Yes √No Changes of this period over Current Period Same period of last year same period of last year Operating income (RMB) 6,260,948.00 8,477,209.50 -26.14% Net profit attributable to shareholders of -112,934.03 505,793.55 -122.33% the listed company(RMB) Net profit attributable to shareholders of the listed company after deducting -1,347,584.53 460,223.64 -392.81% non-recurring gains and losses(RMB) Net cash flow arising from operating 953,736.43 2,621,044.20 -63.61% activities(RMB) Basic earnings per share (RMB/Share) -0.0003 0.0014 -121.43% Diluted earnings per share (RMB/Share) -0.0003 0.0014 -121.43% Weighted average ROE -0.13% 0.62% -0.75% Changes of this period-end At the end of the reporting At the end of last year over same period-end of last period year (%) Total assets (RMB) 114,014,974.67 114,080,998.28 -0.06% Net assets attributable to shareholder of 84,302,400.30 84,415,334.33 -0.13% listed company (RMB) Items of non-recurring gains and losses √Applicable □ Not applicable In RMB Amount from year-begin to Item Note period-end Among the non-operating income, compensation payments amounting to 37,188 Yuan, second Other non-operating income and expenditure 1,234,650.50 largest shareholder carried out short-term operation except for the aforementioned items with income of 1197462.5 Yuan generated out of the line Total 1,234,650.50 -- Concerning the extraordinary profit (gain)/loss defined by Q&A Announcement No.1 on Information Disclosure for Companies 3 司公限有份股心中游旅海东大南海 2015 文全告报度季一第年 Offering Their Securities to the Public --- Extraordinary Profit/loss, and the items defined as recurring profit (gain)/loss according to 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 In reporting period, the Company has no particular about items defined as recurring profit (gain)/loss according to 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 II. Total number of shareholders at the end of this report period and top ten shareholders 1. Total number of common shareholders at the end of this report period and top ten common shareholders In shares Total common shareholders at the end of report period 22,116 Top ten common shareholders Proport Amount of Number of share ion of Amount of pledged/frozen Shareholder’s name Nature of shareholder restricted shares shares shares held held held State of share Amount Domestic Luoniushan Co., Ltd. non-state-owned legal 16.81% 61,190,270 0 person Pan Guoping Domestic nature person 8.48% 30,879,791 0 Pledged 30,000,000 China Everbright Securities (HK) Overseas legal person 4.67% 16,993,799 0 Limited Kang Liling Overseas nature person 2.12% 7,730,000 0 Domestic Construction Investment CITIC non-state-owned legal 1.27% 4,620,000 0 Assets Management Co., Ltd. person Domestic Yangpu Tongrong Investment non-state-owned legal 1.21% 4,420,800 4,420,800 Management Consultation Co., Ltd. person CITRINE CAPITAL LIMITED Overseas legal person 0.90% 3,265,200 0 Domestic Sanya Zhongxing Development Co., non-state-owned legal 0.70% 2,541,000 2,541,000 Ltd. person Domestic Sanya Rural Credit Cooperative non-state-owned legal 0.63% 2,310,000 0 Association person CREDIT SUISSE AG SINGAPORE Overseas legal person 0.54% 1,961,575 0 BRANCH Top ten common shareholders with unrestricted shares held Shareholder’s name Amount of unrestricted shares held Type of shares Type Amount 4 司公限有份股心中游旅海东大南海 2015 文全告报度季一第年 RMB common Luoniushan Co., Ltd. 61,190,270 61,190,270 share Domestically Pan Guoping 30,879,791 listed foreign 30,879,791 share Domestically China Everbright Securities (HK) Limited 16,993,799 listed foreign 16,993,799 share Domestically Kang Liling 7,730,000 listed foreign 7,730,000 share Construction Investment CITIC Assets Management Co., RMB common 4,620,000 4,620,000 Ltd. share Domestically CITRINE CAPITAL LIMITED 3,265,200 listed foreign 3,265,200 share RMB common Sanya Rural Credit Cooperative Association 2,310,000 2,310,000 share Domestically CREDIT SUISSE AG SINGAPORE BRANCH 1,961,575 listed foreign 1,961,575 share RMB common China Foreign Trade Trust Co., Ltd. 1,850,101 1,850,101 share RMB common Zhongshan Industrial Group Co., Ltd. 1,848,000 1,848,000 share The Company is unknown whether there exists associated relationship Explanation on associated relationship among the aforesaid or belongs to the consistent actor regulated by the Management shareholders Measure of Information Disclosure on Change of Shareholding for Listed Company among the other shareholders. Explanation on top 10 common shareholders involving N/A margin business Whether top ten common shareholders or top ten common shareholders with un-restrict shares held have a buy-back agreement dealing in reporting period □ Yes √ No The top ten common shareholders or top ten common shareholders with un-restrict shares held of the Company have no buy-back agreement dealing in reporting period. 2. Total shareholders with preferred stock held at Period-end and shares held by top ten shareholders with preferred stock held □ Applicable √ Not applicable 5 司公限有份股心中游旅海东大南海 2015 文全告报度季一第年 Section III. Significant Events I. Particulars about material changes in items of main accounting statement and financial index and explanations of reasons √Applicable □Not applicable Abnormal condition and explaintion on items of accounting statement Ending balance Opening Chenges Item (or current period) balance Reasons ratio (%) (last period) Payment in 20,666.47 40,778.52 -49.32% Changes in normal range advance Non-curren assets The long-term amotization expenses within one year due within one 122,722.87 196,354.90 -37.50% are amotized year Hotel business decreased in the Period, and the Account received 1,027,502.43 1,360,245.91 -24.46% consuption money received in advance declined in advance correspondingly Operation 6,260,948.00 8,477,209.50 -26.14% The hotel price and letting rate declined in the Period revenue The restaurant cost increased due to the right of Operation cost 203,879.91 3,962.52 5,045.21% management for breadfast in Chinese Restaurant taken back in the Year Business tax and 350,613.10 474,723.75 -26.14% Operation revenue decreased in the Period surcharge Financial Credit card e-commerce charge decreased and the -31,321.97 46,539.85 -167.30% expenses interest revenue growth The second largest shareholder carried out short-term Non-operation 1,234,650.50 45,702.00 2,601.52% operation with income of 1197462.5 Yuan generated, revenue which was collected by the income of the Company Mainly because operation revenue decreased, and the Net profit -112,934.03 505,793.55 -122.33% income from abusive trading for stock from sharehodlers collected Net cash flow Mainly because operation revenue decreased, and the arising from 953,736.43 2,621,044.20 -63.61% income from abusive trading for stock from operation activity sharehodlers collected Net increase of Mainly because operation revenue decreased, and the cash and cash 950,536.43 2,461,844.20 -61.39% income from abusive trading for stock from equivalent sharehodlers collected 6 司公限有份股心中游旅海东大南海 2015 文全告报度季一第年 II. Analysis and explanation of significant events and their influence and solutions □Applicable √Not applicable III. Commitments from the Company or shareholders (with over 5% shares held) in or occurred in the previous period but continued to reporting period √ Applicable □ Not applicable Commitment Commitment Commitments Accepter Contents Implementation time period Luoniushan will Luoniushan Co., actively seeking Appropriate party Ltd.-the first largest a restructuring has not been Share Merger Reform 2014-06-27 In 3 years shareholder of the party for found yet at Company recapitalize for present the Company Commitments in report of acquisition or equity change Commitments in assets reorganization Commitments make in initial public offering or re-financing Other commitments to minority shareholders of the Company Completed on time (Y/N) N Detail reasons for un-complement and N/A further plan IV. Predict of the business performance from January to June 2015 Warnings and reasons of the predict that the cumulative net profit from the begin of the year to the end of next report period may be loss or have great changes comparing with the same period of last year □ Applicable √ Not applicable V. Securities Investment □ Applicable √ Not applicable The Company has no securities investment in Period VI. Explanation on equity of other listed company held □ Applicable √ Not applicable No equity of other listed company held in Period-end. VII. Derivative investment 7 司公限有份股心中游旅海东大南海 2015 文全告报度季一第年 □ Applicable √ Not applicable No derivative investment in the Period. VIII. Registration form for receiving research, communication and interview in the report period √ Applicable □ Not applicable Date Place Method Type of investors Investor Contents discussed and materials supplied Telephone Investor in Payment of the advance money in share merger The 2015-01-08 communicat Individual Shenyang reform and un-lock events without material Company ion (Mr/Ms. Lin) required Telephone The Investor in Hainan Annual operation of the Company for year of 2015-01-20 communicat Individual Company (Mr/Ms. Zhang) 2014 without material required ion Telephone The Investor in Jiling Operation of the Company without material 2015-02-06 communicat Individual Company (Mr/Ms. Lu) required ion Telephone Investor in The Operation of the Company in Spring Festival 2015-02-25 communicat Individual Shenzhen (Mr/Ms. Company without material required ion Huang) Telephone Investor in The Operation of the Company without material 2015-03-20 communicat Individual Shanghai (Mr/Ms. Company required ion Wang) 8 司公限有份股心中游旅海东大南海 2015 文全告报度季一第年 IV. Financial Statement I. Financial Statement 1. BALANCE SHEET Prepared by HAINAN DADONGHAI TOURISM CENTER (HOLDINGS) CO., LTD. 2015-03-31 In RMB Item Ending Balance Opening Balance Current assets: Monetary funds 23,500,825.97 22,550,289.54 Settlement provisions Capital lent Financial liability measured by fair value and with variation reckoned into current gains/losses Derivative financial assets Notes receivable Accounts receivable 3,036,257.02 2,632,379.02 Accounts paid in advance 20,666.47 40,778.52 Insurance receivable Reinsurance receivables Contract reserve of reinsurance receivable Interest receivable Dividend receivable Other receivables 320,848.66 332,661.26 Purchase restituted finance asset Inventories 315,811.90 307,057.29 Divided into assets held for sale Non-current asset due within one year 122,722.87 196,354.90 Other current assets Total current assets 27,317,132.89 26,059,520.53 Non-current assets: Loans and payments on behalf Finance asset available for sales 4,500,000.00 4,500,000.00 Held-to-maturity investment Long-term account receivable 9 司公限有份股心中游旅海东大南海 2015 文全告报度季一第年 Long-term equity investment Investment property Fixed assets 55,194,905.89 56,301,360.07 Construction in progress Engineering material Disposal of fixed asset Productive biological asset Oil and gas asset Intangible assets 27,002,935.89 27,220,117.68 Expense on Research and Development Goodwill Long-term expenses to be apportioned Deferred income tax asset Other non-current asset Total non-current asset 86,697,841.78 88,021,477.75 Total assets 114,014,974.67 114,080,998.28 Current liabilities: Short-term loans Loan from central bank Absorbing deposit and interbank deposit Capital borrowed Financial liability measured by fair value and with variation reckoned into current gains/losses Derivative financial liability Notes payable Accounts payable 2,603,804.64 2,390,345.19 Accounts received in advance 1,027,502.43 1,360,245.91 Selling financial asset of repurchase Commission charge and commission payable Wage payable 3,451,501.92 3,451,674.05 Taxes payable -1,163,092.76 -1,155,972.31 Interest payable Dividend payable Other accounts payable 23,792,858.14 23,619,371.11 Reinsurance payables Insurance contract reserve Security trading of agency 10 司公限有份股心中游旅海东大南海 2015 文全告报度季一第年 Security sales of agency Divided into liability held for sale Non-current liabilities due within 1 year Other current liabilities Total current liabilities 29,712,574.37 29,665,663.95 Non-current liabilities: Long-term loans Bonds payable Including: preferred stock Perpetual capital securities Long-term account payable Long-term wages payable Special accounts payable Accrual liabilities Deferred income Deferred income tax liabilities Other non-current liabilities Total non-current liabilities Total liabilities 29,712,574.37 29,665,663.95 Owner’s equity: Share capital 364,100,000.00 364,100,000.00 Other equity instrument Including: preferred stock Perpetual capital securities Capital public reserve 54,142,850.01 54,142,850.01 Less: Inventory shares Other comprehensive income Reasonable reserve Surplus public reserve Provision of general risk Retained profit -333,940,449.71 -333,827,515.68 Total owner’s equity attributable to parent company 84,302,400.30 84,415,334.33 Minority interests Total owner’s equity 84,302,400.30 84,415,334.33 Total liabilities and owner’s equity 114,014,974.67 114,080,998.28 Legal Representative: Li Yuanbin 11 司公限有份股心中游旅海东大南海 2015 文全告报度季一第年 Person in charge of accounting works: Fu Zongren Person in charge of accounting institute: Liu Xianghai 2. Profit statement In RMB Item Current Period Last Period I. Total operating income 6,260,948.00 8,477,209.50 Including: Operating income 6,260,948.00 8,477,209.50 Interest income Insurance gained Commission charge and commission income II. Total operating cost 7,608,532.53 7,848,388.01 Including: Operating cost 203,879.91 3,962.52 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 Business tax and surcharge 350,613.10 474,723.75 Sales expenses 3,154,711.66 3,038,252.79 Administration expenses 3,930,649.83 4,284,909.10 Financial expenses -31,321.97 46,539.85 Losses of devaluation of asset Add: Changing income of fair value(Loss is listed with “-”) Investment income (Loss is listed with “-”) Including: Investment income on affiliated company and joint venture Exchange income (Loss is listed with “-”) III. Operating profit (Loss is listed with “-”) -1,347,584.53 628,821.49 Add: Non-operating income 1,234,650.50 45,702.00 Including: Disposal gains of non-current asset Less: Non-operating expense 132.09 Including: Disposal loss of non-current asset 12 司公限有份股心中游旅海东大南海 2015 文全告报度季一第年 IV. Total Profit (Loss is listed with “-”) -112,934.03 674,391.40 Less: Income tax expense 168,597.85 V. Net profit (Net loss is listed with “-”) -112,934.03 505,793.55 Net profit attributable to owner’s of parent company -112,934.03 505,793.55 Minority shareholders’ gains and losses VI. Net after-tax of other comprehensive income Net after-tax of other comprehensive income attributable to owners of parent company (I) Other comprehensive income items which will not be reclassified subsequently to profit of loss 1. Changes as a result of re-measurement of net defined benefit plan liability or asset 2. Share of the other comprehensive income of the investee accounted for using equity method which will not be reclassified subsequently to profit and loss (II) Other comprehensive income items which will be reclassified subsequently to profit or loss 1. Share of the other comprehensive income of the investee accounted for using equity method which will be reclassified subsequently to profit or loss 2. Gains or losses arising from changes in fair value of available-for-sale financial assets 3. Gains or losses arising from reclassification of held-to-maturity investment as available-for-sale financial assets 4. The effect hedging portion of gains or losses arising from cash flow hedging instruments 5. Translation differences arising on translation of foreign currency financial statements 6. Other Net after-tax of other comprehensive income attributable to minority shareholders VII. Total comprehensive income -112,934.03 505,793.55 Total comprehensive income attributable to owners of parent -112,934.03 505,793.55 Company Total comprehensive income attributable to minority shareholders VIII. Earnings per share: (i) Basic earnings per share -0.0003 0.0014 13 司公限有份股心中游旅海东大南海 2015 文全告报度季一第年 (ii) Diluted earnings per share -0.0003 0.0014 Enterprise combine under the same control in the Period, the combined party realized net profit of 0 Yuan before combination, and realized 0 Yuan at last period for combined party Legal Representative: Li Yuanbin Person in charge of accounting works: Fu Zongren Person in charge of accounting institute: Liu Xianghai 3. Cash Flow Statement In RMB Item Current Period Last Period I. Cash flows arising from operating activities: Cash received from selling commodities and providing labor services 5,812,574.29 8,712,946.02 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 amount from disposal financial assets that measured by fair value and with variation reckoned into current gains/losses 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 1,519,352.83 50,777.84 Subtotal of cash inflow arising from operating activities 7,331,927.12 8,763,723.86 Cash paid for purchasing commodities and receiving labor service 1,241,785.52 1,358,608.95 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 2,453,295.12 2,926,280.19 Taxes paid 762,583.81 871,404.05 Other cash paid concerning operating activities 1,920,526.24 986,386.47 Subtotal of cash outflow arising from operating activities 6,378,190.69 6,142,679.66 14 司公限有份股心中游旅海东大南海 2015 文全告报度季一第年 Net cash flows arising from operating activities 953,736.43 2,621,044.20 II. Cash flows arising from investing activities: Cash received from recovering investment Cash received from investment income Net cash received from disposal of fixed, intangible and other 4,200.00 long-term assets Net cash received from disposal of subsidiaries and other units Other cash received concerning investing activities Subtotal of cash inflow from investing activities 4,200.00 Cash paid for purchasing fixed, intangible and other long-term assets 3,200.00 163,400.00 Cash paid for investment Net increase of mortgaged loans Net cash received from subsidiaries and other units obtained Other cash paid concerning investing activities Subtotal of cash outflow from investing activities 3,200.00 163,400.00 Net cash flows arising from investing activities -3,200.00 -159,200.00 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 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 950,536.43 2,461,844.20 Add: Balance of cash and cash equivalents at the period -begin 22,550,289.54 6,835,685.46 15 司公限有份股心中游旅海东大南海 2015 文全告报度季一第年 VI. Balance of cash and cash equivalents at the period -end 23,500,825.97 9,297,529.66 II. Audit report Whether the first quarterly report had been audited or not □ Yes √ No The first quarterly report of the Company had not been audited. Board of Directors of Hainan Dadonghua Tourism Centre (Holdings) Co., LTD Chairman: Li Yuanbin April 27, 2015 16