司公限有份股心中游旅海东大南海 2015 文全告报度季三第年 Short Form of the Stock: Donghai-A, 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 THIRD QUARTERLY REPORT FOR 2015 (FULL-TEXT) Date of disclosure: 31 October 2015 1 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 Fu Zongren and Person in Charge of Accounting Organ (Accounting Officer) Liu Xianghai hereby confirm that the Financial Report of the Third Quarterly Report is authentic, accurate and complete. 司公限有份股心中游旅海东大南海 2015 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) 107,704,904.46 114,080,998.28 -5.59% Net assets attributable to shareholders of 77,969,131.69 84,415,334.33 -7.64% listed company (RMB) Increase/decrease in Increase/decrease in comparison with Year-begin to end of comparison with Current period same period of last the Period year-begin to year Period-end of last year Operating revenue (RMB) 2,839,915.00 -12.47% 11,261,211.50 -24.58% Net profit attributable to shareholders of -3,054,236.00 -243.90% -6,446,202.64 -271.20% the listed company (RMB) Net profit attributable to shareholders of the listed company after deducting -3,085,920.00 -242.30% -7,883,034.00 -335.72% non-recurring gains and losses(RMB) Net cash flow arising from operating -- -- -205,755.73 -107.54% activities(RMB) Basic earnings per share (RMB/Share) -0.0084 -250.00% -0.0177 -268.75% Diluted earnings per share (RMB/Share) -0.0084 -250.00% -0.0177 -268.75% Weighted average ROE -3.84% -2.74% -7.94% -5.80% Items and amount of extraordinary profit (gains)/losses √Applicable □Not applicable In RMB Amount from year-begin to end Item Note of the Period Losses 1,092.4 Yuan from disposal of Gains/losses from the disposal of non-current asset fixed assets, the bad debt provision (including the write-off that accrued for impairment of 167,291.86 accrual 166,199.46 Yuan has been written assets) back. Other non-operating income and expenditure except for Mainly because the second largest 1,269,539.50 the aforementioned items shareholders gains 1,194,445.50 Yuan 3 司公限有份股心中游旅海东大南海 2015 文全告报度季三第年 from short-swing trading which is belongs to the Company Total 1,436,831.36 -- 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 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. Statement of the total shareholders and shares-held of top ten shareholders at end of the Period 1. Statement of the total common shareholders and shares-held of top ten common shareholders at end of the Period In share Total common shareholders in reporting period 25,432 Shares-held of top ten common shareholders Proportion Amount of Number of share Nature of Amount of Shareholders of shares restricted pledged/frozen shareholder shares held held shares held State of share Amount Domestic non Luoniushan Co., Ltd. state-owned 16.81% 61,190,270 0 corporate Domestic nature Pan Guoping 8.48% 30,879,791 0 Pledged 30,000,000 person Domestic nature Ren Kemeng 2.98% 10,846,200 0 person Domestic nature Yin Ning 2.86% 10,430,307 0 person Domestic nature Li Kuidong 2.50% 9,099,050 0 person Foreign First Shanghai Securities Limited 2.49% 9,058,098 0 corporate Huarong International Trust Co., Ltd. – Huarong Ronghui Securities Other 1.74% 6,317,700 0 Investment Assembled Funds Trust Plan 4 司公限有份股心中游旅海东大南海 2015 文全告报度季三第年 Domestic nature Lin Shuling 1.70% 6,182,088 0 person Domestic non Yangpu Tongrong Investment state-owned 1.27% 4,618,800 4,618,800 Management Consultation Co., Ltd. corporate Huarong International Trust Co., Ltd. – Huarong Yunhui Securities Investment Other 1.24% 4,500,000 0 Assembled Funds Trust Plan Particular about top ten common shareholders with un-restrict shares held Amount of unrestricted common shares Type of shares Shareholders’ name held at reporting period-end Type Amount RMB ordinary Luoniushan Co., Ltd. 61,190,270 61,190,270 shares Domestically Pan Guoping 30,879,791 listed foreign 30,879,791 shares RMB ordinary Ren Kemeng 10,846,200 10,846,200 shares RMB ordinary Yin Ning 10,430,307 10,430,307 shares RMB ordinary Li Kuidong 9,099,050 9,099,050 shares Domestically First Shanghai Securities Limited 9,058,098 listed foreign 9,058,098 shares Huarong International Trust Co., Ltd. – Huarong Ronghui RMB ordinary 6,317,700 6,317,700 Securities Investment Assembled Funds Trust Plan shares RMB ordinary Lin Shuling 6,182,088 6,182,088 shares Huarong International Trust Co., Ltd. – Huarong Yunhui RMB ordinary 4,500,000 4,500,000 Securities Investment Assembled Funds Trust Plan shares RMB ordinary Sanya Rural Credit Cooperative 2,310,000 2,310,000 shares The Company is unknown whether there exists associated relationship or Explanation on associated relationship among the aforesaid belongs to the consistent actor regulated by the Management Measure of shareholders Information Disclosure on Change of Shareholding for Listed Company among the other shareholders. Explanation on shareholders involving margin business N/A about top ten common shareholders 5 司公限有份股心中游旅海东大南海 2015 文全告报度季三第年 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 Top ten common shareholders or top ten common shareholders with un-restrict shares not held have a buy-back agreement dealing in reporting period 2. Total of shareholders with preferred stock held and the top ten shareholdings in Period-end □Applicable √Not applicable 6 司公限有份股心中游旅海东大南海 2015 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 √ Applicable □Not applicable Item Closing balance Opening balance Changes Reasons (or Amount at (or Amount at (%) the period) last period) 11,991,590.81 22,550,289.54 -46.82 Revenue from operation decreased, make renewal for part of Monetary funds the equipment and facilities for Hotel and lending part of the funds Accounts receivable 499,628.08 2,632,379.02 -81.02 The account receivable are collected Account paid in advance 128,106.08 40,778.52 214.15 The account paid in advance for puchasing rooms linen Other account receivable 9,335,068.74 332,661.26 2,706.18 Lending intercourse funds Non-current assets maturing 0.00 196,354.90 -100.00 The long-term expenses amortized in one year are amotized within one year Opeariong income 11,261,211.50 14,931,081.50 -24.58 The hotel rates and letting rate declined in the Period 399,824.29 85,893.56 365.49 Restaurant operation right return, the catering cost increased Operating cost for independent management Financial expense -89,145.39 44,691.87 -299.47 Interest from deposit increased, and the commission charges for credit card declined 1,272,934.50 74,180.05 1,616.01 The abusive trading practice of stock 1,194,445.50 Yuan from Non-operating revenue shareholders are collected Non-operating expense 2,302.60 1,550.26 48.53 Losses from dispose of the fixed assets Net profit -6,446,202.64 -1,736,587.97 -271.20 Revenue from the hotel decreased in the period, and the costs expenses increased Net cash flow arising from -205,755.73 2,728,520.65 -107.54 Revenue from the hotel decreased in the period, and the costs operating activities expenses increased Net cash flow arising from -10,352,943.00 1,316,790.00 -886.23 The intercourse funds are loan out in the Period, and investment activities investment income collected in last year II. Progress of significant events, their influences, and analysis and explanation of their solutions □Applicable √Not applicable 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 √ Applicable □Not applicable Commitmen Commitme Implementati Commitments Accepter Contents t date nt term on 7 司公限有份股心中游旅海东大南海 2015 文全告报度季三第年 The Company’s No largest Seeking restructuring side appropriate Commitments for shareholder actively for assets 2014-06-27 In 3 years restructuring Share Merger Reform Luoniushan Co., reorganization side has been Ltd. found so far. Commitments made in acquisition report or equity change report Commitments in assets reorganization Commitments make in Initial public offering or re-financing Pursuit to relevant regulations of CSRC and Shenzhen Stock Exchange, increases shares of Donghai through trading system of the Shenzhen Stock The Company’s Exchange, the amount for largest No share increase is not less than 5 Within 6 Other commitments for minority shareholders shareholder 2015-07-10 implementati million Yuan; and will not months Luoniushan Co., on proactive reducing the Ltd. Donghai shares in follow period, that is during period of overweight, in six months after shares increased and within the legal time limit Completed on time or not No Detail reasons for un-complement and further N/A plan IV. Estimation of operation performance for year of 2015 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 The Company had no security investment in Period. VI. Explanation on equity of other listed company held □ Applicable √ Not applicable 8 司公限有份股心中游旅海东大南海 2015 文全告报度季三第年 No security investment in Period. VII. Particulars about derivatives investment □ Applicable √ Not applicable The Company had no derivatives investment in Period. VIII. Registration form of receiving research, communication and interview in the report period √ Applicable □Not applicable Date Place Way Type Object Content discussed and documents provided Telephone Investor in Performance of half-annual of the Company, no 2015-07-06 Company communicati Individual Beijing material provided on (Surname Lin) Telephone Investor in Whether the Company has information that should 2015-08-18 Company communicati Individual Shenzhen be disclosed without released, no material acquired on (Surname Wang) Telephone Investor in 2015-09-24 Company communicati Individual Shanghai Development of the Company, no material provided on (Surname Zhou) IX. External guarantee get out of line □ Applicable √ Not applicable The Company has no external guarantee get out of the line in the Period X. Controlling shareholder and its related parties occupying non-business capital of the listed company □ Applicable √ Not applicable There are no controlling shareholder and its related parties occupying non-business capital of the listed company in Period 9 司公限有份股心中游旅海东大南海 2015 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. 2015-09-30 In RMB Items Balance at period-end Balance at period-begin Current assets: Monetary funds 11,991,590.81 22,550,289.54 Settlement provisions Capital lent Financial liability measured by fair value and with variation reckoned into current gains/losses Derivative financial liability Notes receivable Accounts receivable 499,628.08 2,632,379.02 Accounts paid in advance 128,106.08 40,778.52 Insurance receivable Reinsurance receivables Contract reserve of reinsurance receivable Interest receivable 0.00 Dividend receivable Other receivables 9,335,068.74 332,661.26 Purchase restituted finance asset Inventories 281,146.73 307,057.29 Divided into assets held for sale Non-current asset due within one 196,354.90 year Other current assets Total current assets 22,235,540.44 26,059,520.53 Non-current assets: Loans and payments on behalf 10 司公限有份股心中游旅海东大南海 2015 文全告报度季三第年 Finance asset available for sales 4,500,000.00 4,500,000.00 Held-to-maturity investment Long-term account receivable Long-term equity investment Investment property Fixed assets 53,122,791.71 56,301,360.07 Construction in progress 1,278,000.00 Engineering material Disposal of fixed asset Productive biological asset Oil and gas asset Intangible assets 26,568,572.31 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 85,469,364.02 88,021,477.75 Total assets 107,704,904.46 114,080,998.28 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 2,260,060.53 2,390,345.19 Accounts received in advance 1,404,260.70 1,360,245.91 Selling financial asset of repurchase Commission charge and commission payable 11 司公限有份股心中游旅海东大南海 2015 文全告报度季三第年 Wage payable 3,602,125.38 3,451,674.05 Taxes payable -1,210,063.89 -1,155,972.31 Interest payable Dividend payable Other accounts payable 23,679,390.05 23,619,371.11 Reinsurance payables Insurance contract reserve Security trading of agency Security sales of agency Divided into liability held for sale Non-current liabilities due within 1 year Other current liabilities Total current liabilities 29,735,772.77 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 Projected liabilities Deferred income Deferred income tax liabilities Other non-current liabilities Total non-current liabilities Total liabilities 29,735,772.77 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 12 司公限有份股心中游旅海东大南海 2015 文全告报度季三第年 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 -340,273,718.32 -333,827,515.68 Total owner’s equity attributable to 77,969,131.69 84,415,334.33 parent company Minority interests Total owner’s equity 77,969,131.69 84,415,334.33 Total liabilities and owner’s equity 107,704,904.46 114,080,998.28 Legal representative: Li Yuanbin Person in charge of accounting works: Fu Zongren Person in charge of accounting institution: Liu Xianghai 2. Profit Statement (this report period) In RMB Item Amount in this period Amount in last period I. Total operating income 2,839,915.00 3,244,629.50 Including: Operating income 2,839,915.00 3,244,629.50 Interest income Insurance gained Commission charge and commission income II. Total operating cost 5,925,835.00 5,626,160.13 Including: Operating cost 128,520.40 80,557.05 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 159,035.25 181,699.27 Sales expenses 3,238,085.45 2,763,637.30 Administration expenses 2,425,864.55 2,603,579.87 Financial expenses -25,670.65 -3,313.36 13 司公限有份股心中游旅海东大南海 2015 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 “-”) 1,480,000.00 Including: Investment income on affiliated company and joint venture Exchange income (Loss is listed with “-”) III. Operating profit (Loss is listed with “-”) -3,085,920.00 -901,530.63 Add: Non-operating income 31,911.00 13,612.29 Including: Disposal gains of non-current asset 3,168.00 Less: Non-operating expense 227.00 210.67 Including: Disposal loss of non-current asset 210.67 IV. Total Profit (Loss is listed with “-”) -3,054,236.00 -888,129.01 Less: Income tax expense V. Net profit (Net loss is listed with “-”) -3,054,236.00 -888,129.01 Net profit attributable to owner’s of parent company -3,054,236.00 -888,129.01 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 14 司公限有份股心中游旅海东大南海 2015 文全告报度季三第年 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 -3,054,236.00 -888,129.01 Total comprehensive income attributable to owners of parent -3,054,236.00 -888,129.01 Company Total comprehensive income attributable to minority shareholders VIII. Earnings per share: (i) Basic earnings per share -0.0084 -0.0024 (ii) Diluted earnings per share -0.0084 -0.0024 Legal representative: Li Yuanbin Person in charge of accounting works: Fu Zongren Person in charge of accounting institution: Liu Xianghai 3. Profit statement (year-begin to end of this period) In RMB Item Current Period Last Period I. Total operating income 11,261,211.50 14,931,081.50 Including: Operating income 11,261,211.50 14,931,081.50 Interest income Insurance gained Commission charge and commission income II. Total operating cost 18,978,046.04 18,220,299.26 Including: Operating cost 399,824.29 85,893.56 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 630,627.87 836,140.60 Sales expenses 9,377,913.92 8,688,605.27 Administration expenses 8,825,024.81 8,564,967.96 15 司公限有份股心中游旅海东大南海 2015 文全告报度季三第年 Financial expenses -89,145.39 44,691.87 Losses of devaluation of asset -166,199.46 Add: Changing income of fair value(Loss is listed with “-”) Investment income (Loss is listed with “-”) 1,480,000.00 Including: Investment income on affiliated company and joint venture Exchange income (Loss is listed with “-”) III. Operating profit (Loss is listed with “-”) -7,716,834.54 -1,809,217.76 Add: Non-operating income 1,272,934.50 74,180.05 Including: Disposal gains of non-current asset 3,168.00 Less: Non-operating expense 2,302.60 1,550.26 Including: Disposal loss of non-current asset 2,075.60 1,550.26 IV. Total Profit (Loss is listed with “-”) -6,446,202.64 -1,736,587.97 Less: Income tax expense V. Net profit (Net loss is listed with “-”) -6,446,202.64 -1,736,587.97 Net profit attributable to owner’s of parent company -6,446,202.64 -1,736,587.97 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 16 司公限有份股心中游旅海东大南海 2015 文全告报度季三第年 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 -6,446,202.64 -1,736,587.97 Total comprehensive income attributable to owners of parent Company -6,446,202.64 -1,736,587.97 Total comprehensive income attributable to minority shareholders VIII. Earnings per share: (i) Basic earnings per share -0.0177 -0.0048 (ii) Diluted earnings per share -0.0177 -0.0048 Legal representative: Li Yuanbin Person in charge of accounting works: Fu Zongren Person in charge of accounting institution: Liu Xianghai 4. Cash Flow Statement (year-begin to end of this period) In RMB Item Current Period Last Period I. Cash flows arising from operating activities: Cash received from selling commodities and providing 13,978,981.72 16,187,935.58 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 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 2,063,551.22 3,027,774.44 17 司公限有份股心中游旅海东大南海 2015 文全告报度季三第年 Subtotal of cash inflow arising from operating activities 16,042,532.94 19,215,710.02 Cash paid for purchasing commodities and receiving labor 4,444,684.14 3,579,185.80 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 7,122,349.24 7,162,199.00 Taxes paid 1,798,322.86 1,976,344.78 Other cash paid concerning operating activities 2,882,932.43 3,769,459.79 Subtotal of cash outflow arising from operating activities 16,248,288.67 16,487,189.37 Net cash flows arising from operating activities -205,755.73 2,728,520.65 II. Cash flows arising from investing activities: Cash received from recovering investment Cash received from investment income 1,480,000.00 Net cash received from disposal of fixed, intangible and 4,200.00 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 1,484,200.00 Cash paid for purchasing fixed, intangible and other 1,352,943.00 167,410.00 long-term assets Cash paid for investment Net increase of mortgaged loans Net cash received from subsidiaries and other units obtained Other cash paid concerning investing activities 9,000,000.00 Subtotal of cash outflow from investing activities 10,352,943.00 167,410.00 Net cash flows arising from investing activities -10,352,943.00 1,316,790.00 III. Cash flows arising from financing activities Cash received from absorbing investment Including: Cash received from absorbing minority shareholders’ investment by subsidiaries 18 司公限有份股心中游旅海东大南海 2015 文全告报度季三第年 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 -10,558,698.73 4,045,310.65 Add: Balance of cash and cash equivalents at the period 22,550,289.54 6,835,685.46 -begin VI. Balance of cash and cash equivalents at the period -end 11,991,590.81 10,880,996.11 Legal representative: Li Yuanbin Person in charge of accounting works: Fu Zongren Person in charge of accounting institution: Liu Xianghai 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 29 October 2015 19