司公限有份股心中游旅海东大南海 2016 文全告报度季一第年 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 First Quarterly Report 2016 (Full Text) Disclosure Date: 23 April 2016 司公限有份股心中游旅海东大南海 2016 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 charge of accounting works and Liu Xianghai, person in charge of accounting organ (accounting officer) hereby confirm that the Financial Report of this Quarterly Report is authentic, accurate and complete. 司公限有份股心中游旅海东大南海 2016 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 Same period of Changes of this period over same Current Period last year period of last year Operating income (RMB) 8,524,404.50 6,260,948.00 36.15% Net profit attributable to shareholders of the listed 1,448,307.91 -112,934.03 1,382.44% company(RMB) Net profit attributable to shareholders of the listed company 1,379,388.41 -1,347,584.53 202.36% after deducting non-recurring gains and losses(RMB) Net cash flow arising from operating activities(RMB) 3,015,764.60 953,736.43 216.21% Basic earnings per share (RMB/Share) 0.004 -0.0003 1,433.33% Diluted earnings per share (RMB/Share) 0.004 -0.0003 1,433.33% Weighted average ROE 1.86% -0.13% 1.99% At the end of the At the end of last Changes of this period-end over reporting period year same period-end of last year (%) Total assets (RMB) 106,680,671.97 104,887,596.60 1.71% Net assets attributable to shareholder of listed company 78,385,775.84 76,937,467.93 1.88% (RMB) Items of non-recurring gains and losses √Applicable □ Not applicable In RMB Amount from year-begin to Item Note period-end Other non-operating income and expenditure except for the Indemnity income and parking 68,919.50 aforementioned items charges etc Total 68,919.50 -- 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 3 司公限有份股心中游旅海东大南海 2016 文全告报度季一第年 the Public --- Extraordinary Profit/loss II. Total number of shareholders at the end of this report period and top ten shareholders 1. Common and preferred stockholders with voting rights recover and the top ten share-holding In Share Total preferred stockholders with voting Total common shareholders at the end of report period 19,473 0 rights recover at the end of report period Top ten shareholders Number of share Amount of Proportion Amount of pledged/frozen Nature of Shareholder’s name of shares restricted shares shareholder shares held State of held held Amount share Domestic Luoniushan Co., Ltd. non-state-owned 16.90% 61,515,370 0 legal person Domestic nature Pan Guoping 8.48% 30,879,791 0 Pledged 30,000,000 person Guangdong New-value Investment Co., Ltd. - Other 5.02% 18,293,924 0 securities investment funds Overseas legal First Shanghai Securities Co., Ltd. 2.63% 9,565,098 0 person Domestic Yangpu Tongrong Investment Management non-state-owned 1.27% 4,618,800 4,618,800 Consultation Co., Ltd. legal person Chang Xin Asset - SPDB-China Capital Other 1.26% 4,600,035 0 Investment No.2 Assets Management Plan Guangdong Yuecai Trust Co., Ltd. - securities Other 1.16% 4,207,100 0 investment trust plan Domestic nature Li Qingsong 0.99% 3,595,050 0 person Nanhua Assets Management (H.K.) Limited - Other 0.95% 3,441,002 0 clients fund Overseas legal CITRINE CAPITAL LIMITED 0.90% 3,265,200 0 person Top ten shareholders with unrestricted shares held Type of shares Shareholder’s name Amount of unrestricted shares held Type Amount RMB common Luoniushan Co., Ltd. 61,515,370 61,515,370 share 4 司公限有份股心中游旅海东大南海 2016 文全告报度季一第年 Domestically listed Pan Guoping 30,879,791 30,879,791 foreign share Guangdong New-value Investment Co., Ltd. - securities RMB common 18,293,924 18,293,924 investment funds share Domestically listed First Shanghai Securities Co., Ltd. 9,565,098 9,565,098 foreign share Chang Xin Asset - SPDB-China Capital Investment No.2 Assets RMB common 4,600,035 4,600,035 Management Plan share Guangdong Yuecai Trust Co., Ltd. - securities investment trust RMB common 4,207,100 4,207,100 plan share RMB common Li Qingsong 3,595,050 3,595,050 share RMB common Nanhua Assets Management (H.K.) Limited - clients fund 3,441,002 3,441,002 share Domestically listed CITRINE CAPITAL LIMITED 3,265,200 3,265,200 foreign share RMB common National Social Security Fund - 107 3,199,832 3,199,832 share The Company is unknown whether there exists associated Explanation on associated relationship among the aforesaid relationship or belongs to the consistent actor regulated by the shareholders Management Measure of Information Disclosure on Change of Shareholding for Listed Company among the other shareholders. Explanation on top 10 common shareholders involving margin N/A 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 2016 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 Ending balance Opening balance Chenges Item (or current period) Reasons (last period) ratio (%) Monetary fund 13,489,352.86 19,782,392.26 -31.81 The 9 million Yuan lend for investments in debt obligations Account receivable 723,728.21 460,197.28 57.26 The business from business settlement by agreement increased Non-current assets due within one 399,375.00 532,500.00 -25.00 Long-term amortization expenses amortized year normally Other current assets 9,000,000.00 0.00 100 The 9 million Yuan lend for investments in debt obligations Wanges payable 1,552,823.31 2,150,364.40 -27.79 Year-end bonus and welfare for employees Taxes payable -671,403.52 -1,422,221.33 -52.79 The enterprise income tax for 1Q, property tax and land use tax accrual Operation revenue 8,524,404.50 6,260,948.00 36.15 The Company adjusted hotel management strategy in time based on market oriented in the Period, the occupancy increased Operation cost 346,921.03 203,879.91 70.16 The cost increased due to the revenue from dining increased Business tax and surcharge 477,366.66 350,613.10 36.15 Mainly due to the increase of revenue Management expenses 2,818,659.28 3,930,649.83 -28.29 Strengthen budget control, and save on expenses Financial expenses 36,389.27 -31,321.97 -216.18 Interest from savings decreased and the Credit card e-commerce charge increased Net profit 1,448,307.91 -112,934.03 -1,382.44 The Company adjusted hotel management strategy in time in the Period, the occupancy increased and increase revenue and reduce the expenditure Net cash flow arising from 3,015,764.60 953,736.43 216.21 Revenue from the hotel increased and cost operation activity decreased in the Period Net cash flow arising from -9,308,804.00 -3,200.00 290,800.13 Mainly due to the amount lend for investments investment activity in debt obligations 6 司公限有份股心中游旅海东大南海 2016 文全告报度季一第年 II. Analysis and explanation of significant events and their influence and solutions √Applicable □Not applicable In January 2016, the Company entered into a loan agreement with Wuhan Aierjia Technology Development Co., Ltd., borrowing 9 million Yuan to Wuhan Aierjia for term of 11 months with 12% for interest rate annually. According to relevant regulation, the event required no disclosure standard. The money has remitted on 13 January 2016, and the Company expect to earn 0.99 million Yuan investment income if such debt investment completed on schedule. III. Commitments that the company, shareholders, actual controller, purchaser, directors, supervisors, senior management or other related parties have fulfilled during the reporting period and have not yet fulfilled by the end of reporting period √Applicable □Not applicable Commitme Commitm Commitments Accepter Type Contents Implementation nt time ent period On May 30, 2007, Luoniushan Co., Ltd. made commitments in the Since the Company's Company’s "Instructions for reform of implementation of non-tradable shares" (Revision) and reform of non-tradable "Instructions for reform of shares, the Company non-tradable shares" (Abstract of has avoided the risk of revision) that in view of Dadonghai delisting and Company’s losses in successive years improved the financial Luoniushan and on the verge of delisting, in order 2014-06-2 situation accordingly Share Merger Reform Other In 3 years Co., Ltd. to reverse the company's business 7 with efforts of all difficulties, improve profitability and parties. Up to now, recover the continuous business Luoniushan Co., Ltd. capacity, Luoniushan Co., Ltd., the has not found the controlling shareholder of Dadonghai appropriate Company made commitments to restructuring parties actively seek restructuring parties to for the company’s reorganize the assets of Dadonghai reorganization. Company at the appropriate time. Commitments in report of acquisition or equity change Commitments in assets reorganization Commitments make in initial public offering or re-financing Equity incentive 7 司公限有份股心中游旅海东大南海 2016 文全告报度季一第年 commitment Based on the confidence in the future sustainable development of Dadonghai, as well as the long-term investment value of domestic capital market, Luoniushan Co., Ltd. shall take practical action and participate in maintaining the capital market stability. In accordance with the relevant provisions of China Securities commitme Regulatory Commission and Shenzhen nts of Stock Exchange, Luoniushan Co., Ltd. Other commitments for Luoniushan increasing 2015-07-1 With 6 medium and small plans to take chances to increase Completed shareholders Co., Ltd or 0 months holding of shares in Dadonghai decreasing through Shenzhen Stock Exchange shares within six months from the date of this announcement, the amount of increased holding of shares should be no less than RMB 5 million yuan, and does not automatically reduce holding of shares in Dadonghai during the increased holding period, within six months after the increased holding of shares and within the legal time limit. Completed on time(Y/N) Yes If the commitments is not fulfilled on time, shall explain the specify N/A reason and the next work plan IV. Predict of the business performance from January to June 2016 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 occurred in the Period VI. Derivative investment □ Applicable √ Not applicable 8 司公限有份股心中游旅海东大南海 2016 文全告报度季一第年 No derivative investment in the Period. VII. Registration form for receiving research, communication and interview in the report period √ Applicable □ Not applicable Date Method Type of investors Index for the interview and research Investor Mr./Ms. Lin from Guangzhou enquire about the commitment Telephone 2016-01-12 Individual of re-organization of the minority shareholders without material communication required Telephone Investor Mr./Ms.Wang from Shenzhen enquire about the business 2016-01-15 Individual communication performance in 2015 without material required Telephone Investor Mr./Ms.Chen from Heilongjiang enquire about the business 2016-02-25 Individual communication performance in 2015 without material required Telephone Investor Mr./Ms.Li from Hubei enquire about the business performance 2016-03-04 Individual communication in 2015 without material required VIII. External security against the rules □ Applicable √ Not applicable The Company has no external security against the rules in the Period IX. Controlling shareholders' and its related party's non-business capital occupying of the listed company □ Applicable √ Not applicable There are no controlling shareholders' and its related party's non-business capital occupying of the listed company 9 司公限有份股心中游旅海东大南海 2016 文全告报度季一第年 Section IV. Financial Statement I. Financial statement 1. Balance sheet Prepared by HAINAN DADONGHAI TOURISM CENTER (HOLDINGS) CO., LTD. 2016-03-31 In RMB Item Closing balance Opening balance Current assets: Monetary funds 13,489,352.86 19,782,392.26 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 723,728.21 460,197.28 Accounts paid in advance 26,129.24 42,358.16 Insurance receivable Reinsurance receivables Contract reserve of reinsurance receivable Interest receivable Dividend receivable Other receivables 239,876.18 211,946.37 Purchase restituted finance asset Inventories 244,761.15 218,075.43 Divided into assets held for sale Non-current asset due within one year 399,375.00 532,500.00 Other current assets 9,000,000.00 Total current assets 24,123,222.64 21,247,469.50 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 Long-term equity investment Investment property Fixed assets 50,414,490.60 51,279,986.58 Construction in progress 10 司公限有份股心中游旅海东大南海 2016 文全告报度季一第年 Engineering material Disposal of fixed asset Productive biological asset Oil and gas asset 26,134,208.73 26,351,390.52 Intangible assets Expense on Research and Development Goodwill Long-term expenses to be apportioned 1,508,750.00 1,508,750.00 Deferred income tax asset Other non-current asset Total non-current asset 82,557,449.33 83,640,127.10 Total assets 106,680,671.97 104,887,596.60 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 2,433,426.20 2,415,602.37 Accounts received in advance 1,253,071.39 1,153,854.95 Selling financial asset of repurchase Commission charge and commission payable Wage payable 1,552,823.31 2,150,364.40 Taxes payable -671,403.52 -1,422,221.33 Interest payable Dividend payable Other accounts payable 23,726,978.75 23,652,528.28 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 28,294,896.13 27,950,128.67 Non-current liabilities: Long-term loans Bonds payable Including: preferred stock Perpetual capital securities Long-term account payable 11 司公限有份股心中游旅海东大南海 2016 文全告报度季一第年 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 28,294,896.13 27,950,128.67 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 -339,857,074.17 -341,305,382.08 Total owner’s equity attributable to parent company 78,385,775.84 76,937,467.93 Minority interests Total owner’s equity 78,385,775.84 76,937,467.93 Total liabilities and owner’s equity 106,680,671.97 104,887,596.60 Legal Representative: Li Yuanbin 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 8,524,404.50 6,260,948.00 Including: Operating income 8,524,404.50 6,260,948.00 Interest income Insurance gained Commission charge and commission income II. Total operating cost 6,662,246.79 7,608,532.53 Including: Operating cost 346,921.03 203,879.91 12 司公限有份股心中游旅海东大南海 2016 文全告报度季一第年 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 477,366.66 350,613.10 Sales expenses 2,982,910.55 3,154,711.66 Administration expenses 2,818,659.28 3,930,649.83 Financial expenses 36,389.27 -31,321.97 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 “-”) 1,862,157.71 -1,347,584.53 Add: Non-operating income 68,919.50 1,234,650.50 Including: Disposal gains of non-current asset Less: Non-operating expense Including: Disposal loss of non-current asset IV. Total Profit (Loss is listed with “-”) 1,931,077.21 -112,934.03 Less: Income tax expense 482,769.30 V. Net profit (Net loss is listed with “-”) 1,448,307.91 -112,934.03 Net profit attributable to owner’s of parent company 1,448,307.91 -112,934.03 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 13 司公限有份股心中游旅海东大南海 2016 文全告报度季一第年 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 1,448,307.91 -112,934.03 Total comprehensive income attributable to owners of parent 1,448,307.91 -112,934.03 Company Total comprehensive income attributable to minority shareholders VIII. Earnings per share: (i) Basic earnings per share 0.004 -0.0003 (ii) Diluted earnings per share 0.004 -0.0003 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 8,496,613.51 5,812,574.29 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 14 司公限有份股心中游旅海东大南海 2016 文全告报度季一第年 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 161,584.99 1,519,352.83 Subtotal of cash inflow arising from operating activities 8,658,198.50 7,331,927.12 Cash paid for purchasing commodities and receiving labor service 1,485,832.04 1,241,785.52 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 2,810,824.89 2,453,295.12 Taxes paid 605,285.77 762,583.81 Other cash paid concerning operating activities 740,491.20 1,920,526.24 Subtotal of cash outflow arising from operating activities 5,642,433.90 6,378,190.69 Net cash flows arising from operating activities 3,015,764.60 953,736.43 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 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 Cash paid for purchasing fixed, intangible and other long-term assets 308,804.00 3,200.00 Cash paid for investment Net increase of mortgaged loans Net cash received from subsidiaries and other units obtained Other cash paid concerning investing activities 9,000,000.00 Subtotal of cash outflow from investing activities 9,308,804.00 3,200.00 Net cash flows arising from investing activities -9,308,804.00 -3,200.00 15 司公限有份股心中游旅海东大南海 2016 文全告报度季一第年 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 -6,293,039.40 950,536.43 Add: Balance of cash and cash equivalents at the period -begin 19,782,392.26 22,550,289.54 VI. Balance of cash and cash equivalents at the period -end 13,489,352.86 23,500,825.97 II. Audit report Whether the 1st quarterly report has been audited or not □Yes √ No The 1st quarterly report of the Company was unaudited BOD of HAINAN DADONGHAI TOURISM CENTER (HOLDINGS) CO., LTD. Chairman: Li Yuanbin 21 April 2016 16