司公限有份股心中游旅海东大南海 2017 文全告报度季一第年 Stock Code: 000613, 200613 Short Form of the Stock: *ST Donghai-A, *ST Donghai-B 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 2017 (Full Text) Disclosure Date: 29 April 2017 司公限有份股心中游旅海东大南海 2017 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 Fu Zongren, person in charge 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 2017 文全告报度季一第年 Section II. Company Information 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 last Changes of this period over Current Period year same period of last year Operating income (RMB) 9,383,454.29 8,524,404.50 10.08% Net profit attributable to shareholders of 2,410,257.23 1,448,307.91 66.42% the listed company(RMB) Net profit attributable to shareholders of the listed company after deducting 2,410,257.23 1,379,388.41 74.73% non-recurring gains and losses(RMB) Net cash flow arising from operating 2,609,325.33 3,015,764.60 -13.48% activities(RMB) Basic earnings per share (RMB/Share) 0.0066 0.0040 65.00% Diluted earnings per share (RMB/Share) 0.0066 0.0040 65.00% Weighted average ROE 3.19% 1.86% 1.33% Changes of this period-end At the end of the At the end of last over same period-end of last reporting period year year (%) Total assets (RMB) 107,241,853.92 105,444,153.63 1.70% Net assets attributable to shareholder of 76,686,672.67 74,276,415.44 3.24% listed company (RMB) Items of non-recurring gains and losses √Applicable □ Not applicable In RMB Amount from year-begin to Item Note period-end Total 0.00 -- 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 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 3 司公限有份股心中游旅海东大南海 2017 文全告报度季一第年 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 Total common shareholders at the 16,942 voting rights recover at the end of 0 end of report period report period (if applicable) Top ten shareholders Number of share Amount of Proportion Amount of pledged/frozen Nature of Shareholder’s name of shares restricted shareholder shares held State of Amo held shares held share unt 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 person Chang Xin Asset - SPDB-China Capital Other 3.30% 12,000,052 0 Investment No.2 Assets Management Plan Overseas legal First Shanghai Securities Co., Ltd. 2.62% 9,552,798 0 person HGNH International Asset Management Overseas legal 2.29% 8,327,502 0 Co., Ltd – customer deposit person Domestic nature Hu Jianguo 1.71% 6,227,640 0 person Yunnan International Trust Co., Ltd. –Yunnan Trust Yunqilongxiang No.2 Other 1.37% 5,000,084 0 Collective Fund Trust Scheme China Investment Securities (HK) Co., Ld. Overseas legal 1.30% 4,722,300 0 – customer deposit person Domestic nature Zhang Fengxiu 1.07% 3,901,372 0 person Domestic Yangpu Tongrong Investment non-state-owned 0.99% 3,609,000 0 Management Consultation Co., Ltd. legal person Top ten shareholders with unrestricted shares held Amount of unrestricted Type of shares Shareholder’s name shares held Type Amount Luoniushan Co., Ltd. 61,515,370 RMB common share 61,515,370 Domestically listed Pan Guoping 30,879,791 30,879,791 foreign share Chang Xin Asset - SPDB-China Capital Investment 12,000,052 RMB common share 12,000,052 No.2 Assets Management Plan Domestically listed First Shanghai Securities Co., Ltd. 9,552,798 9,552,798 foreign share HGNH International Asset Management Co., Ltd – 8,327,502 RMB common share 8,327,502 4 司公限有份股心中游旅海东大南海 2017 文全告报度季一第年 customer deposit Hu Jianguo 6,227,640 RMB common share 6,227,640 Yunnan International Trust Co., Ltd. –Yunnan Trust 5,000,084 RMB common share 5,000,084 Yunqilongxiang No.2 Collective Fund Trust Scheme China Investment Securities (HK) Co., Ld. – customer 4,722,300 RMB common share 4,722,300 deposit Zhang Fengxiu 3,901,372 RMB common share 3,901,372 Yangpu Tongrong Investment Management 3,609,000 RMB common share 3,609,000 Consultation Co., Ltd. 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 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 2017 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 ratio Item (or current (or last period) Reasons (%) period) Monetary fund 20,723,591.92 27,210,248.01 -23.84% The debt investment on loan Account receivable 1,035,621.97 690,444.72 49.99% Main business increased Advance payment 24,993.93 58,783.23 -57.48% Normal variation Non-current assets due within one 438,277.07 584,369.42 -25.00% Long-term amortization within on eyera are amortized year Financial assets available for sale 9,000,000.00 The debt investment on loan Employee compensation payable 1,586,181.25 2,148,514.36 -26.17% Year-end bonus are paid in January The credit card business decreased due to the increase Financial expenses 3,495.65 36,389.27 -90.39% of tourist group, and charge rate for bank cards decliend. Declare for making up the annual losses of previsou Income tax expense 482,769.30 -100.00% years in the period Revenue increased in the period, and the declaration Net profit 2,410,257.23 1,448,307.91 66.42% of making up annual losses of previsou year are not accrual for income tax expenses Other cash received concerning 311,562.09 161,584.99 92.82% Utilities collected from rental households increased operating activities Cash paid for purchasing Guest room and catering business increased in the commodities and receiving labor 1,989,689.67 1,485,832.04 33.91% period service House duty and land use right tax of 4Q of 2016 are Taxes paid 969,438.10 605,285.77 60.16% paid, and there was no such payment at same period of last year Cash paid for purchasing fixed, Purchasing with normal requriemetns, belongs to intangible and other long-term 95,981.42 308,804.00 -68.92% normal variation assets Other cash received concerning 19,810,000.00 Intercourse funds received from Luoniushan Group financing activities Other cash paid concerning The fine paid for violation of stock trading from 19,810,000.00 financing activities CSRC for previsou years 6 司公限有份股心中游旅海东大南海 2017 文全告报度季一第年 III. Commitments completed in Period and those without completed till end of the Period from actual controller, shareholders, related parties, purchaser and companies √Applicable □ Not applicable Commit Accepte Commitme Commitments Type Contents ment Implementation r nt time period On May 30, 2007, Luoniushan Co., Ltd. made commitments in the Company’s "Instructions for reform of Since the non-tradable shares" Company's (Revision) and implementation of "Instructions for reform reform of of non-tradable shares" non-tradable shares, the (Abstract of revision) that Company has in view of Dadonghai avoided the risk of Company’s losses in delisting and successive years and on improved the Luonius the verge of delisting, in financial situation accordingly with Share Merger Reform han Co., Other order to reverse the 2014-06-27 In 3 years efforts of all Ltd. company's business parties. Till end of difficulties, improve the report profitability and recover disclosed, the continuous business Luoniushan Co., Ltd. is planning the capacity, Luoniushan commitment Co., Ltd., the controlling performance, stock shareholder of of the Company Dadonghai Company suspension for made commitments to planning a major asset restructuring actively seek restructuring parties to reorganize the assets of Dadonghai 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 7 司公限有份股心中游旅海东大南海 2017 文全告报度季一第年 Equity incentive commitment Other commitments for medium and small shareholders 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 2017 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 No derivative investment in the Period. VII. Registration form for receiving research, communication and interview in the report period √ Applicable □ Not applicable Type of Date Method investor Index for the interview and research s Telephone Investor Mr./Ms. Huang from Beijing, asking about the operation Individ 2017-01-09 communicati performance of 2016, and disclosure date for annual report without material ual on required Telephone Individ Investor Mr./Ms. Liu from Shenzhen, asking about relevant rules of warnings 2017-01-20 communicati ual from Stock Exchange, without material required on Telephone Individ Investor Mr./Ms. Qian from Shanghai enquire about the business 2017-02-16 communicati ual performance in 2016 without material required on Telephone Individ Investor Mr./Ms. Wang from Guangzhou, asking about suspension of the 2017-02-28 communicati ual Company, without material required on Telephone Individ Investor Mr./Ms. Lu from Hefei, asking about restructuring of the Company, 2017-03-03 communicati ual without material required on 8 司公限有份股心中游旅海东大南海 2017 文全告报度季一第年 Telephone Individ Investor Mr./Ms. Zhang from Shanghai, asking about restructuring of the 2017-03-27 communicati ual Company, and resumption time, without material required on 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 2017 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. 2017-03-31 In RMB Item Closing balance Opening balance Current assets: Monetary funds 20,723,591.92 27,210,248.01 Settlement provisions Capital lent Financial assets measured by fair value and with variation reckoned into current gains/losses Derivative financial assets Notes receivable Accounts receivable 1,035,621.97 690,444.72 Accounts paid in advance 24,993.93 58,783.23 Insurance receivable Reinsurance receivables Contract reserve of reinsurance receivable Interest receivable Dividend receivable Other receivables 191,539.35 174,103.52 Purchase restituted finance asset Inventories 249,939.72 219,179.72 Divided into assets held for sale Non-current asset due within one year 438,277.07 584,369.42 Other current assets 1,972,631.02 1,876,449.22 Total current assets 24,636,594.98 30,813,577.84 Non-current assets: Loans and payments on behalf 10 司公限有份股心中游旅海东大南海 2017 文全告报度季一第年 Finance asset available for sales 9,000,000.00 Held-to-maturity investment Long-term account receivable Long-term equity investment Investment property 9,214,896.66 9,333,527.55 Fixed assets 39,692,091.74 40,395,680.91 Construction in progress Engineering material Disposal of fixed asset Productive biological asset Oil and gas asset Intangible assets 23,626,926.57 23,830,023.36 Expense on Research and Development Goodwill Long-term expenses to be apportioned 1,071,343.97 1,071,343.97 Deferred income tax asset Other non-current asset Total non-current asset 82,605,258.94 74,630,575.79 Total assets 107,241,853.92 105,444,153.63 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 1,788,421.84 1,967,565.51 Accounts received in advance 1,654,524.62 1,894,524.28 Selling financial asset of repurchase Commission charge and commission payable Wage payable 1,586,181.25 2,148,514.36 Taxes payable 584,458.43 582,944.27 11 司公限有份股心中游旅海东大南海 2017 文全告报度季一第年 Interest payable Dividend payable Other accounts payable 23,451,910.07 23,084,504.73 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 29,065,496.21 29,678,053.15 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 1,489,685.04 1,489,685.04 Deferred income Deferred income tax liabilities Other non-current liabilities Total non-current liabilities 1,489,685.04 1,489,685.04 Total liabilities 30,555,181.25 31,167,738.19 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 12 司公限有份股心中游旅海东大南海 2017 文全告报度季一第年 Surplus public reserve Provision of general risk Retained profit -341,556,177.34 -343,966,434.57 Total owner’s equity attributable to parent company 76,686,672.67 74,276,415.44 Minority interests Total owner’s equity 76,686,672.67 74,276,415.44 Total liabilities and owner’s equity 107,241,853.92 105,444,153.63 Legal Representative: Li Yuanbin Person in charge of accounting works: Fu Zongren Person in charge of accounting institute: Fu Zongren 2. Profit Statement In RMB Item Current Period Last Period I. Total operating income 9,383,454.29 8,524,404.50 Including: Operating income 9,383,454.29 8,524,404.50 Interest income Insurance gained Commission charge and commission income II. Total operating cost 6,973,197.06 6,662,246.79 Including: Operating cost 2,600,219.19 2,219,607.61 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 391,568.27 477,366.66 Sales expenses 1,155,136.94 1,110,223.97 Administration expenses 2,822,777.01 2,818,659.28 Financial expenses 3,495.65 36,389.27 Losses of devaluation of asset Add: Changing income of fair value(Loss is listed with “-”) Investment income (Loss is listed with “-”) 13 司公限有份股心中游旅海东大南海 2017 文全告报度季一第年 Including: Investment income on affiliated company and joint venture Exchange income (Loss is listed with “-”) III. Operating profit (Loss is listed with “-”) 2,410,257.23 1,862,157.71 Add: Non-operating income 68,919.50 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 “-”) 2,410,257.23 1,931,077.21 Less: Income tax expense 482,769.30 V. Net profit (Net loss is listed with “-”) 2,410,257.23 1,448,307.91 Net profit attributable to owner’s of parent company 2,410,257.23 1,448,307.91 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 14 司公限有份股心中游旅海东大南海 2017 文全告报度季一第年 shareholders VII. Total comprehensive income 2,410,257.23 1,448,307.91 Total comprehensive income attributable to owners of parent 2,410,257.23 1,448,307.91 Company Total comprehensive income attributable to minority shareholders VIII. Earnings per share: (i) Basic earnings per share 0.0066 0.0040 (ii) Diluted earnings per share 0.0066 0.0040 Legal Representative: Li Yuanbin Person in charge of accounting works: Fu Zongren Person in charge of accounting institute: Fu Zongren 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 9,363,409.03 8,496,613.51 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 311,562.09 161,584.99 Subtotal of cash inflow arising from operating activities 9,674,971.12 8,658,198.50 Cash paid for purchasing commodities and receiving labor service 1,989,689.67 1,485,832.04 Net increase of customer loans and advances Net increase of deposits in central bank and interbank Cash paid for original insurance contract compensation 15 司公限有份股心中游旅海东大南海 2017 文全告报度季一第年 Cash paid for interest, commission charge and commission Cash paid for bonus of guarantee slip Cash paid to/for staff and workers 3,318,340.98 2,810,824.89 Taxes paid 969,438.10 605,285.77 Other cash paid concerning operating activities 788,177.04 740,491.20 Subtotal of cash outflow arising from operating activities 7,065,645.79 5,642,433.90 Net cash flows arising from operating activities 2,609,325.33 3,015,764.60 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 0.00 Cash paid for purchasing fixed, intangible and other long-term assets 95,981.42 308,804.00 Cash paid for investment 9,000,000.00 9,000,000.00 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 9,095,981.42 9,308,804.00 Net cash flows arising from investing activities -9,095,981.42 -9,308,804.00 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 19,810,000.00 Subtotal of cash inflow from financing activities 19,810,000.00 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 19,810,000.00 16 司公限有份股心中游旅海东大南海 2017 文全告报度季一第年 Subtotal of cash outflow from financing activities 19,810,000.00 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 -6,486,656.09 -6,293,039.40 Add: Balance of cash and cash equivalents at the period -begin 27,210,248.01 19,782,392.26 VI. Balance of cash and cash equivalents at the period -end 20,723,591.92 13,489,352.86 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 27 April 2017 17