司公限有份股心中游旅海东大南海 2017 文全告报度年年
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.
Annual Report 2017
Disclosure Date: 1 February 2018
1
司公限有份股心中游旅海东大南海 2017 文全告报度年年
Section I. Important Notice, Contents and Paraphrase
Important Notice:
Board of Directors, Supervisory Committee, all directors, supervisors and senior executives of
Hainan Dadonghai Tourism Centre (Holdings) Co., Ltd. (hereinafter referred to as the
Company) 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.
Li Yuanbin, Principal of the Company, Fu Zongren, person in charger of accounting works and
Fu Zongren, person in charge of accounting organ (accounting principal) hereby confirm that
the Financial Report of 2017 Annual Report is authentic, accurate and complete.
All directors are attending the Board Meeting for Report deliberation.
The Company has no plan of cash dividends carried out, bonus issued and capitalizing of
common reserves either.
Concerning the forward-looking statements with future planning involved in the Report, they
do not constitute a substantial commitment for investors. Investors are advised to exercise
caution of investment risks.
2
司公限有份股心中游旅海东大南海 2017 文全告报度年年
Content
Section I Important Notice, Contents and Paraphrase..........................................................................2
Section II Company Profile and Main Finnaical Indexes.................................................................... 4
Section III Summary of Company Business........................................................................................ 8
Section IV Discussion and Analysis of Operation............................................................................... 9
Section V Important Events................................................................................................................18
Section VI Particular about Changes in shares and shareholders.......................................................26
Section VII Preferred Stock................................................................................................................31
Section VIII Particulars about Directors, Supervisors, Senior Executives and Employees...............32
Section IX Corporate Governance..................................................................................................... 36
Section X Corporate Bond................................................................................................................. 41
Section XI Financial Report............................................................................................................... 42
Section XII Documents available for reference............................................................................... 110
3
司公限有份股心中游旅海东大南海 2017 文全告报度年年
Paraphrase
Items Refers to Contents
CSRC Refers to China Securities Regulation Commission
SSE Refers to Shenzhen Stock Exchange
Company Law Refers to Company Law of The People’s Republic of China
Securities Law Refers to Securities Law of The People’s Republic of China
Rules of Listing Refers to Rules of Shenzhen Stock Exchange for the Listing of Stocks
Company or the Company Refers to Hainan Dadonghai Tourism Centre (Holdings) Co., Ltd.
Article of Association of Hainan Dadonghai Tourism Centre
Article of Association Refers to
(Holdings) Co., Ltd.
Shareholders’ General Meeting of Hainan Dadonghai Tourism
Shareholders’ General Meeting Refers to
Centre (Holdings) Co., Ltd.
Board Refers to Board of Hainan Dadonghai Tourism Centre (Holdings) Co., Ltd.
Supervisory Committee of Hainan Dadonghai Tourism Centre
Supervisory Committee Refers to
(Holdings) Co., Ltd.
Luoniushan Refers to Luoniushan Co., Ltd.
Yuan Refers to CNY/RMB
In the reporting period, the reporting period Refers to 1 January 2017 to 31 December 2017
4
司公限有份股心中游旅海东大南海 2017 文全告报度年年
Section II Company Profile and Main Finnaical Indexes
I. Company information
Short form of the stock *ST Donghai-A, *ST Donghai-B Stock code 000613, 200613
Short form of the Stock
N/A
after changed
Stock exchange for listing Shenzhen Stock Exchange
Name of the Company (in
Chinese)
司公限有份股心中游旅海东大南海
Short form of the Company
(in Chinese)
海东大
Foreign name of the
Hainan Dadonghai Tourism Centre (Holdings) Co.,Ltd.
Company
Foreign name of short form
DADONGHAI
of the Company
Legal representative Li Yuanbin
Registrations add. Dadonghai Sanya
Code for registrations add 572021
Offices add. Dadonghai Sanya
Codes for office add. 572021
Company website ---
Email hnddhhn@21cn.com
II. Person/Way to contact
Secretary of the Board Rep. of security affairs
Name Wang Hongjuan
Contact add. Dadonghai Sanya
Tel. 0898-88219921
Fax. 0898-88214998
E-mail hnddhhn@21cn.com
5
司公限有份股心中游旅海东大南海 2017 文全告报度年年
III. Information disclosure and preparation place
Newspaper appointed for information disclosure Securities Times, Hong Kong Commercial Daily
Website for annual report publish appointed by
http://www.cninfo.com.cn
CSRC
Preparation place for annual report Security department of the Company
IV. Registration changes of the Company
Organization code Unified social credit code 91460000201357188U
Changes of main business since listing No changes
1. The Company listed A-stock in January 1997, and 96.327 million A-stock shares are
held by Hainan Dadonghai Tourism Centre Group Co., ltd., a 26.46% in total share
capital of the Company and is the first majority shareholder of the Company also.
2. On 25 December 1998, the shares held by Hainan Dadonghai Tourism Centre Group
Co., ltd were transfer to Sanya ABC through the courts of justice, and after obtained the
shares in December 1998, Sanya ABC entrust wholly-owned subordinate enterprise
Sanya Bank-Agriculture Industrial Development Corp. to hold the aforesaid shares,
than the first majority shareholder of the Company comes to Sanya Bank-Agriculture
Industrial Development Corp.
3. On 12 December 2000, the aforesaid equity was stripped to name of China Greatwall
Previous changes for controlling Assets Management Corporation, the first majority shareholder of the Company.
shareholders 4. On 19 September 2001, China Greatwall Assets Management Corporation entered
into “Equity Transfer Agreement” with Haikou Food Co., Ltd for 60 million shares
transfer; and gained approval of [2002] No.: 430 from Ministry of Finance dated 18
October 2002, than the first majority shareholder of the Company comes to Haikou
Food Co., Ltd.
5. On 24 April 2008, Haikou Agriculture & Industry & Trade Luoniushan Co., Ltd.
entered into the “Statement”, confirmed that the 60 million shares held by Haikou Food
Co., Ltd. were under the name of Haikou Agriculture & Industry & Trade Luoniushan
Co., Ltd., the shares’ ownership have been transfer dated 29 January 2010. Therefore,
Haikou Agriculture & Industry & Trade Luoniushan Co., Ltd. comes to the first
majority shareholder of the Company.
V. Other relevant information
CPA engaged by the Company
Name of CPA BDO CHINA Shu Lun Pan Certified Public Accountants LLP
Offices add. for CPA 4# Building, No. 61, Nanjing Rd.(E), Shanghai
Signing Accountants Zhu Jianqing, Liu Zebo
Sponsor engaged by the Company for performing continuous supervision duties in reporting period
6
司公限有份股心中游旅海东大南海 2017 文全告报度年年
□ Applicable √ Not applicable
Financial consultant engaged by the Company for performing continuous supervision duties in reporting period
□ Applicable √ Not applicable
VI. Main accounting data and financial indexes
Whether it has retroactive adjustment or re-statement on previous accounting data
□ Yes √ No
2017 2016 Changes over last year 2015
Operating income (RMB) 27,906,564.23 21,708,883.51 28.55% 15,885,922.90
Net profit attributable to shareholders
2,858,998.66 -2,661,052.49 207.44% -7,477,866.40
of the listed company (RMB)
Net profit attributable to shareholders
of the listed company after deducting 779,389.74 -4,072,689.97 119.14% -9,474,005.29
non-recurring gains and losses (RMB)
Net cash flow arising from operating
5,127,288.47 2,766,372.02 85.34% -1,745,526.28
activities (RMB)
Basic earnings per share (RMB/Share) 0.0079 -0.0073 208.22% -0.0205
Diluted earnings per share
0.0079 -0.0073 208.22% -0.0205
(RMB/Share)
Return on Equity 3.78% -3.52% 207.39% -9.27%
End of 2017 End of 2016 Changes over end of last year End of 2015
Total assets (RMB) 87,466,661.80 105,444,153.63 -17.05% 104,887,596.60
Net assets attributable to shareholder
77,135,414.10 74,276,415.44 3.85% 76,937,467.93
of listed company (RMB)
VII. Difference of the accounting data under accounting rules in and out of China
1. Difference of the net profit and net assets disclosed in financial report, under both IAS (International
Accounting Standards) and Chinese GAAP (Generally Accepted Accounting Principles)
□ Applicable √ Not applicable
The Company had no difference of the net profit or net assets disclosed in financial report, under either IAS (International
Accounting Standards) or Chinese GAAP (Generally Accepted Accounting Principles) in the period.
2. Difference of the net profit and net assets disclosed in financial report, under both foreign accounting
rules and Chinese GAAP (Generally Accepted Accounting Principles)
□ Applicable √ Not applicable
The Company had no difference of the net profit or net assets disclosed in financial report, under either foreign accounting rules or
7
司公限有份股心中游旅海东大南海 2017 文全告报度年年
Chinese GAAP (Generally Accepted Accounting Principles) in the period.
VIII. Quarterly main financial index
In RMB
Fourth
First quarter Second quarter Third quarter
quarter
Operating income 9,383,454.29 5,712,819.13 5,239,573.04 7,570,717.77
Net profit attributable to shareholders of the listed
2,410,257.23 -691,003.43 -1,478,166.83 2,617,911.69
company
Net profit attributable to shareholders of the listed
company after deducting non-recurring gains and 2,410,257.23 -691,003.43 -1,478,166.83 538,302.77
losses
Net cash flow arising from operating activities 2,609,325.33 621,747.77 -917,735.98 2,813,951.35
Whether there are significant differences between the above-mentioned financial index or its total number and the relevant financial
index disclosed in the company’s quarterly report and semi-annual report
□Yes √ No
IX. Items and amounts of extraordinary profit (gains)/loss
√Applicable □ Not applicable
In RMB
Item 2017 2016 2015 Note
Gains/losses from the disposal of non-current asset
Loss from fixed assets
(including the write-off that accrued for impairment -30,016.43 380,866.43 -90,560.75
disposal
of assets)
Capital occupation fees charged by non financial Net income from creditors’
805,825.24 961,165.05 422,000.00
enterprises recorded in the current profits and losses investment
Debt written off from
Other non-operating income and expenditure except
1,303,800.11 69,606.00 1,664,699.64 receivables and account paid
for the aforementioned items
in advance
Total 2,079,608.92 1,411,637.48 1,996,138.89 --
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.
8
司公限有份股心中游旅海东大南海 2017 文全告报度年年
Section III Summary of Company Business
I. Main businesses of the company in the reporting period
Whether the company needs to comply with the disclosure requirements of the particular industry
No
The company's main business is hotel accommodation and catering services. Procurement of goods is mainly the goods and materials
necessary for hotel and catering operations by taking the principle of low price and fine quality, some goods are purchased by
directly signing purchase contracts with suppliers, and some good are purchased by procurement agents. The operation are mainly
including the network billing and overseas travel agency team, and supplemented by the individual travelers of non-internet
marketing and business and the tourists from travel agencies. The hotel is located at the central zone of Dadonghai scenic spot in
Sanya City, Hainan Province, and it has become a member of the nationwide famous hotels because of the convenient transportation,
beautiful environment, long history, and rich culture. However, in recent years, the local high-, middle- and low-grade hotels or
guesthouses numerously emerge, resulting in the supply much larger than the market demand, the industry competition is rather
fierce, and the pressure of decline in business remains.
II. Major changes in main assets
1. Major changes in main assets
Major assets Note of major changes
Decreased for the irrevocable investments as long-term un-payment written off, which
Equity assets
have been approved by the Board and shareholders general meeting
Monetary funds Decreased for paying the fines to CSRC
Decreased for the irrevocable receivables written off, which have been approved by the
Other receivables
Board and shareholders general meeting
Non current assets due within one year Increased due to the decoration and renovation for C/F and villa and swimming pool
Long-term deferred expenses Increased due to the decoration and renovation for C/F and villa and swimming pool
2. Main overseas assets
□ Applicable √ Not applicable
III. Core Competitiveness Analysis
Whether or not the Company complies with disclosure requirement of the special industry
No
The company takes hotel accommodation and catering services as the principle works, locates at Dadonghai bay which is one of the
China “Top 40 scenery” and the only AAAA scenic spot open for free in Sanya and has the maximum passenger flow volume in
9
司公限有份股心中游旅海东大南海 2017 文全告报度年年
Sanya City, and is about a 5-minute drive from downtown of Sanya City and about a 30-munite drive from Sanya Phoenix Airport.
The hotel is only tens of meters distant from the sea level, possesses beautiful landscaping full of blooming flowers all the year round,
and enjoys exceptional geography, natural environmental advantages. The hotel has opened for more than two decades which is one
of the oldest hotels in Sanya and has received many domestic and foreign heads of state and national leaders. In the recent years, the
company has comprehensively upgraded and rebuilt the hotel’s software and hardware facilities, further improved the hotels internal
and external business environment, and effectively enhanced the business competitiveness. Currently, the management of the
company’s hotel is still in the front rank among hotels in the same area, with the same scale, and at the same level.
In the future work, the company will keep trying to improve the hotel’s internal and external business environment, strengthen the
sales efforts and the staff construction, and further improve the operational capability. During the reporting period, the company's
core competence had no significant change.
10
司公限有份股心中游旅海东大南海 2017 文全告报度年年
Section IV Discussion and Analysis of Operation
I. Introduction
During the reporting period, the company realized main business income of 27,906,600 Yuan, increased by
6,197,700 Yuan compared with the same period last year, an increase of 28.55%; investment income of 805,800
Yuan, decreased by 585,100 Yuan compared with the same period last year, an decrease of 42.70%; operating
profit of 1,585,200 Yuan, increased by 4,267,000 Yuan compared with the same period last year, an increase of
159.11%; net non-operating income of 1,273,800 Yuan, increased by 1,253,100 Yuan compared with the same
period last year, an increase of 6053.62%; net profit of 2,859,000 Yuan, increased by 5,520,100 Yuan compared
with the same period last year, an increase of 207.44%.
During the reporting period, the Company focus on market-oriented and use marketing strategy in a flexible way
to exploited the sales channel, meanwhile, strengthening enterprise culture construction as well as the employee
team-building, making efforts to improve product’s quality, strictly controlling the cost management, perfect the
Company’s internal control system in order to reduce the risks and consumptions for more income earns and less
expenditure costs, we completed the operation targets that formulated at beginning of the year basically. Main
works are as:
1. Market-oriented, use marketing strategy in a flexible way to exploite the sales channel
During the reporting period, the Company actively expanded the network market, the Russian market and the
southwest, north, east and southern China markets in addition to further consolidating its existing customer bases
oriented by markets with flexible utilization of marketing strategies. Besides, increasing cooperation was made
by the Company with domestic and foreign well-known travel agencies, sales network platforms and direct-sale
travel agencies in the first and second tier cities. The Company also conducted implementation of sales
incentives and sales mechanism involving every staff, to increase the market share in terms of sales. During the
reporting period, the revenue of the Company from overseas sales, network sales, meeting teams and individual
visitors from travel agencies increased significantly over the same period of last year. The revenue from its
major operating business was RMB27.9066 million, representing a year-on-year increase of 28.55% as compared
to the revenue of RMB6.1977 million of previous year.
2. People-oriented, strengthen the enterprise with high-quality, strive to improve product quality and enhance the
competitive-ness of enterprises
In reporting period, in line with the Human-Oriented employment ideality, we continuously enriched the culture
life for employees, create a harmonious working environment and strengthen the construction of enterprise culture
and staff-building. At the same time, create new management mechanism, motivate and mobilized the enthusiasm,
initiative and creativity of the staff. Based on the management ideal of “strengthen the enterprise with
high-quality”, we constantly strengthen the hotel management and carried out skill training in pre-job for their
11
司公限有份股心中游旅海东大南海 2017 文全告报度年年
basic information and the after-job for business ability improvement. Enhance the service standards and
consciousness, as well as the sense of responsibility and quality, effectively improved the service quality and
management standards, and improving the quality of the hotel and comprehensive competitiveness.
3. Strictly curb the costs and budget management, improve internal control mechanism, reducing risks and
consumptions, increase revenue and reduce expenditures, safety in production to maximize the interest of the
enterprise
During the reporting period, the Company continued to focus on financial management, improve the procurement
management system, strengthen management of procurement cost control and budget management, adopt
diversified means to obtain procurement price inquiry, such as network price inquiry, the hotel industry price
inquiry and other measures, obtain cost inquiry from over three suppliers to select the best one, control operating
costs in a scientific manner, strictly control various expense and expenditures, frequent inspection and repair to
prevent waste of resources, which enabled the Company to effectively improve the reasonableness of procurement
cost and cost effectiveness. Besides, human resources cost was effectively brought down due to optimized organ
establishment and personnel distribution. At the same time, the Company continued to improve the internal control
system, strengthen regulation and implementation of internal control system, strengthen the effective
implementation of internal control work, reduce risks and consumption, increase revenue and control expenditures,
emphasize production safety and improve operational efficiency, to ensure the operation safety and thus maximize
the interests of the Company as a whole.
In 2018, the Company continue to consolidate and expand sales channels, improve the hotel’s quality and service
standards, and enhance the comprehensive competitiveness, to laying out a solid foundation for sustained, stable
and healthy development of the Company.
II. Main business analysis
1. Introduction
See the “I-Introduction” in “Discussion and Analysis of Operation”
2. Revenue and cost
(1) Constitute of operation revenue
In RMB
2017 2016
Increase/decrease
Ratio in operation Ratio in operation
Amount Amount y-o-y
revenue revenue
Total of operation
27,906,564.23 100% 21,708,883.51 100% 28.55%
revenue
According to industries
12
司公限有份股心中游旅海东大南海 2017 文全告报度年年
Tourism catering
24,691,592.86 88.48% 19,117,791.52 88.06% 29.15%
service
Other business 3,214,971.37 11.52% 2,591,091.99 11.94% 24.08%
According to products
Room revenue 21,103,123.09 75.62% 16,914,028.50 77.91% 24.77%
Catering
entertainment 3,588,469.77 12.86% 2,203,763.02 10.15% 62.83%
revenue
Other business 3,214,971.37 11.52% 2,591,091.99 11.94% 24.08%
According to region
Hainan area 27,906,564.23 100.00% 21,708,883.51 100.00% 28.55%
(2) About the industries, products, or regions accounting for over 10% of the company’s operating income
or operating profit
√Applicable □ Not applicable
Whether or not the Company complies with disclosure requirement of the special industry
No
In RMB
Increase/decrea
Increase/decrea Increase/decrea
Operating Gross profit se of gross
Operating cost se of operating se of operating
revenue ratio profit ratio
revenue y-o-y cost y-o-y
y-o-y
According to industries
Tourism catering
24,691,592.86 10,665,396.03 56.81% 29.16% 10.02% 15.24%
service
Other business 3,214,971.37 474,523.56 85.24% 24.08% -15.93% 8.98%
According to products
Room revenue 21,103,123.09 8,758,364.38 58.50% 24.77% 2.30% 18.46%
Catering
entertainment 3,588,469.77 1,907,031.65 46.86% 62.83% 68.37% -3.60%
revenue
Other business 3,214,971.37 474,523.56 85.24% 24.08% -15.93% 8.98%
According to region
Hainan area 27,906,564.23 11,139,919.59 60.08% 28.55% 8.59% 13.91%
Under circumstances of adjustment in reporting period for statistic scope of main business data, adjusted main business based on
latest one year’s scope of period-end
□ Applicable √ Not applicable
13
司公限有份股心中游旅海东大南海 2017 文全告报度年年
(3) Income from physical sales larger than income from labors
□ Yes √ No
(4) Fulfillment of the company’s signed significant sales contracts up to this reporting period
□ Applicable √ Not applicable
(5) Constitute of operation cost
Industry classification
Industry classification
In RMB
2017 2016
Increase/decr
Industries Item Ratio in operation Ratio in operation
Amount Amount ease y-o-y
cost cost
Tourism catering
Raw material 1,907,031.65 17.12% 1,132,620.87 11.04% 68.37%
service
Tourism catering Salary
1,891,709.80 16.98% 1,526,437.63 14.88% 23.93%
service welfare
Tourism catering Water and
1,564,778.83 14.05% 2,909,128.71 28.36% -46.21%
service electricity
Tourism catering
Depreciation 2,009,886.94 18.04% 2,271,348.02 22.14% -11.51%
service
Tourism catering
Repair cost 964,425.22 8.66% 713,218.96 6.95% 35.22%
service
Knitted and
Tourism catering
Cotton 170,130.34 1.53% 2,640.00 0.03% 6,344.33%
service
Goods
Tourism catering
Washing fee 594,068.64 5.33% 471,750.30 4.60% 25.93%
service
Tourism catering
Total cost 10,665,396.03 95.74% 9,693,974.20 94.50% 10.02%
service
Note
1. Raw material increased mainly due to the growth of catering entertainment income;
2. Salary welfare increased mainly because business from guest rooms growth and the bonus for emoloyees increased;
3. Water and electricity decreased mainy because the electricity fee for previsou years are understated by Sanya Power Supply
Bureau;
4. Repari costs increased mainly due to the redecoration and renovation in the hotel during period;
5. Knitted and Cotton Goods decreased mainly because we changed the cotton and knitted goods for the guest rooms;
5. Knitted and Cotton Goods declined mainly because we change the hotel linen for guest room in Period;
14
司公限有份股心中游旅海东大南海 2017 文全告报度年年
6. Washing fee increased mainly due to the growth of business.
(6) Whether the changes in the scope of consolidation in Reporting Period
□ Yes √ No
(7) Major changes or adjustment in business, product or service of the Company in Reporting Period
□ Applicable √ Not applicable
(8) Major sales and main suppliers
Major sales client of the Company
Total top five clients in sales (RMB) 15,423,782.42
Proportion in total annual sales volume for top five clients 55.27%
Ratio of related parties in annual total sales among the top
0.00%
five clients
Information of top five clients of the Company
Serial Name Sales (RMB) Proportion in total annual sales
1 Sanya Youyi International Travel Agency Co., Ltd. 4,913,440.00 17.61%
2 Sanya Haolide International Travel Service Co., Ltd. 4,157,223.00 14.90%
Shanghai Hecheng International Travel Service Co.,
3 2,598,649.42 9.31%
Ltd.
4 ANEX TOUR 2,184,663.00 7.83%
5 Shenzhen Choi Fu Tong Technology Co.,Ltd 1,569,807.00 5.63%
Total -- 15,423,782.42 55.27%
Other situation of main clients
□ Applicable √ Not applicable
Main suppliers of the Company
Total purchase amount from top five suppliers (RMB) 6,742,744.65
Proportion in total annual purchase amount for top five suppliers 76.20%
Ratio of related parties in annual total sales among the top five
0.00%
suppliers
Information of top five suppliers of the Company
Serial Name Sales (RMB) Proportion in total annual sales
1 Sanya Yunfang Food Distribution Co., Ltd. 2,842,833.72 32.13%
Sanya Power Supply Bureau of Hainan
2 2,273,594.35 25.70%
Power Grid
15
司公限有份股心中游旅海东大南海 2017 文全告报度年年
3 Sanya Zhengzhuang Industrial Co., Ltd. 635,943.55 7.19%
4 Sinofrench Water Supply Co., Ltd. 602,845.23 6.81%
Sanya Changfeng Marine Gas Supply and
5 387,527.80 4.38%
Gas Supply Co., Ltd.
Total -- 6,742,744.65 76.20%
Other notes of main suppliers of the Company
□ Applicable √ Not applicable
3. Expenses
In RMB
Increase/decre
2017 2016 Note of major changes
ase y-o-y
Sales Sales business increased, thus the expenses increased
5,124,503.55 4,931,333.26 3.92%
expense correspondingly
Management
9,665,525.83 9,374,635.91 3.10% The salary expenses increased
expense
Financial Handling charge from the bank decreased and interest
-249,176.18 -193,645.29 28.68%
expense income from savings increased
4. R&D expenses
□ Applicable √ Not applicable
5. Cash flow
In RMB
Item 2017 2016 Y-o-y changes
Subtotal of cash in-flow from operation activity 30,557,863.93 23,114,982.69 32.20%
Subtotal of cash out-flow from operation activity 25,430,575.46 20,348,610.67 24.97%
Net cash flow from operation activity 5,127,288.47 2,766,372.02 85.34%
Subtotal of cash in-flow from investment activity 9,840,550.00 14,920,000.00 -34.04%
Subtotal of cash out-flow from investment activity 32,496,479.32 10,258,516.27 216.78%
Net cash flow from investment activity -22,655,929.32 4,661,483.73 -586.02%
Subtotal of cash in-flow from financing activity 19,810,000.00
Subtotal of cash out-flow from financing activity 19,810,000.00
Net increased amount of cash and cash equivalent -17,528,640.85 7,427,855.75 -335.99%
Main reasons for y-o-y major changes in aspect of relevant data
16
司公限有份股心中游旅海东大南海 2017 文全告报度年年
√Applicable □ Not applicable
1. Cash in-flow from operating activities increased 32.20% from a year earlier, mainly because revenue from operation increased
dramatically and sales return increased correspondingly;
2. Cash out-flow from operating activities increased 24.97% from a year earlier, mainly because sales volume increased dramatically,
and purchasing business and salary expenses increased as well as the find for CSRC are paid in the period;
3. Net cash flow from operating activity increased 85.34% from a year earlier, mainly because cash in-flow over the out-flow from
operating activities in the period;
4. Cash in-flow from investment activity decreased 34.04% from a year earlier, mainly because equity of Sanya Xiangyu E-Business
are paid with revenue earns last year;
5. Cash out-flow from investment activity increased 216.78% from a year earlier, mainly because fine for CSRC are paid in the
period;
6. Net cash flow from investment activity decreased 586.02% from a year earlier, mainly because paying the fine to CSRC in the
period and received revenue from equity transfer in first half year of 2017;
7. Net increased amount of cash and cash equivalent decreased 335.99% from a year earlier, mainly because paying the fine to CSRC
in the period.
Reasons of major difference between the cash flow of operation activity in report period and net profit of the Company
□ Applicable √ Not applicable
III. Analysis of the non-main business
√Applicable □ Not applicable
In RMB
Ratio in total
Amount Note Whether be sustainable
profit
Have a certain
Investment income 805,825.24 28.19% Income from debt investment
sustainability
Assets impairment losses from
Asset impairment 11,709.50 0.41% Un-sustainability
provision for bad debts
The account payable with long-term
Non-operating income 1,303,800.11 45.60% Un-sustainability
credit in book are written off
IV. Assets and liability
1. Major changes of assets composition
In RMB
End of 2017 End of 2016
Ratio Notes of major
Ratio in total Ratio in total
Amount Amount changes changes
assets assets
Paying the fine to
Monetary fund 9,681,607.16 11.07% 27,210,248.01 25.81% -14.74%
CSRC
17
司公限有份股心中游旅海东大南海 2017 文全告报度年年
Account
594,130.89 0.68% 690,444.72 0.65% 0.03% In normal changes
receivable
Inventory 227,005.11 0.26% 219,179.72 0.21% 0.05% In normal changes
Investment real
8,859,003.99 10.13% 9,333,527.55 8.85% 1.28% In normal changes
estate
Fix assets 39,088,708.83 44.69% 40,395,680.91 38.31% 6.38% In normal changes
2. Assets and liability measured by fair value
□ Applicable √ Not applicable
3. Assets right restriction till end of reporting period
Nil
V. Investment
1. Overall situation
√Applicable □ Not applicable
Investment in the same period of last
Investment in the reporting (RMB) Changes
year ( RMB)
9,000,000.00 9,000,000.00 0.00%
2. The major equity investment obtained in the reporting period
□ Applicable √ Not applicable
3. The major non-equity investment doing in the reporting period
□ Applicable √ Not applicable
4. Financial assets investment
(1) Securities investment
□ Applicable √ Not applicable
The company had no securities investment in the reporting period.
(2) Derivative investment
□ Applicable √ Not applicable
18
司公限有份股心中游旅海东大南海 2017 文全告报度年年
The Company has no derivatives investment in the reporting period.
5. Application of raised proceeds
□ Applicable √ Not applicable
The Company has no application of raised proceeds in the reporting period.
VI. Sales of major assets and equity
1. Sales of major assets
□ Applicable √ Not applicable
The Company had no sales of major assets in the reporting period.
2. Sales of major equity
□ Applicable √ Not applicable
VII. Analysis of main holding company and stock-jointly companies
□ Applicable √ Not applicable
The Company had no information of main holding company and stock-jointly companies disclosed in the reporting period.
VIII. Structured vehicle controlled by the Company
□ Applicable √ Not applicable
IX. Future Development Prospects
1. Industrial development trend and competition facing the Company
Sanya is the only tropical seaside city in China with a world-leading eco-environment, and has a wonderful air
quality that can be numbered in China, it owns an abound marine resources with unique resource advantage.
Sanya has a geographical position advantage and under the help of preferential policy of duty-free for the
internationalization of tourism island, with the improvement of people’s life quality in recent years, and
enhancement of tourism consumption consciousness while haze air environment outside the island, the tourism
market prospects has a good trend in Hainan. However, in reporting period, the whole world has a slump in
economic resurgence, the tourism market lack of vitality, and the supply far greater than the demand while home
inn hotel rapidly expanding blindly, the market competition comes more and more intensify. In addition, with the
soaring operation costs and expenditures for the salary of hospitality industry in Sanya and shrinking operation
profit, the hotel industry faced a downward pressure on operation.
In the future work, the company will continue to strengthen the updating and transformation of the hotel’s
equipment and facilities, improve and upgrade the hardware and software equipments and facilities and the quality
of internal and external business environment, enhance the construction of enterprise culture and staff teams,
19
司公限有份股心中游旅海东大南海 2017 文全告报度年年
improve service level and service quality, actively expand the sales channels, make full use of the internet
platform, expand the sales network, increase the market share, and further improve the management level and core
competitiveness.
2. Future development plans and operation plan for year of 2018
(1) Market-oriented, continues to improve the quality management of the software equipment and facilities in the
Hotel, enhancing the hotel brand image, expanding market channel, and center with enterprises performance,
making the brand more bigger and stronger droved by pioneer and invent.
(2) Continue to expand financing channels, enrich the industrial construction, widen the company size, increased
more profit points in order to strengthen the sustainability, stable and healthily of the operation.
(3) Continue to strengthen the standard management of internal control, perfect the corporate governance structure,
standardize the management and operation, and effectively control the risks.
3. Fund demands and use plan required for the future development of the Company
The Company utilizes owned funds or financing methods to raise the funds demanded for development, and
completes the development planning of the Company.
4. The risks may cause adverse effects on the future development strategy and realization of operation target of
the Company
(1) Marco Policy risks
In order to normalize and optimize tourism market or further to promote clear-party construction, related
departments may further issue some relative policies. While these polices may cause restrain and effect on
regional tourism development. Main business income may be affected since we are engaged in tourism service.
Countermeasures: The Company will further to improve the hard and soft equipments and facilities of the hotel
while expanding the business scope, and win more market shares via high-class service and comfortable
environment so as to ensure the main business income level.
(2) Natural disaster risks
In recent years, various natural disasters take place frequently, Hainan Island belongs to oceanic climate, where
has high incidence of disastrous weather in summer. If Sanya becomes the landing place of typhoon, it may cause
great damages to the facilities of the Company and affect the Company’s normal operation.
Countermeasures: The Company will strengthen the construction and maintenance for infrastructure, continue to
buy property insurances, positively adopt effective prevention measures, and improve the ability of resisting
natural disasters.
(3) Risks of HR
Demand for talent in aspect of hotel sales and management are increasingly due to the constantly rise of hotel
industry, flow of hotel talented people comes more widespread and more frequent, we may face the risks of
development restrained from brain drain.
Countermeasure: we will continue to improved the talent introduction, training system, incentive mechanism,
remuneration and welfare as well as insurance mechanism, strive to attract talent, cultivate them and retain them.
Meanwhile, strengthen staff quality and skills as well as the management ability, further putting more efforts in
20
司公限有份股心中游旅海东大南海 2017 文全告报度年年
enterprise culture construction, enhance the cohesion in the Company, and guarantee a stable of the core
management and skill technicians.
(4) Operational risks of main business
With the ceaseless development of global tourist industry constantly and ceaseless rising of high-class,
middle-class and low-class hotels, the tourist sources keep shunting, and the competition of tourism service
industry in Sanya becomes increasingly fierce. While the main business of the Company is just a small-scale hotel,
as the main business is single and the business scope is limited, the tourist market conditions and tourist quantity
directly make significant affects on the company performance.
Countermeasure: made a scientific management and decision-making procedures, strengthen the awareness of risk
prevention, building and improving relevant mechanism and regulized the management in the Company.
Furthermore, increase the sales ability, on base of the former sales network, continues to exploit foreign high-end
tourism market under the superior geographical location and environment for improving the occupancy rate.
Besides, continues to exploit financing channel, expanding operation projects, enrich the industrial structure for
increasing the profit increasing point.
X. Reception of research, communication and interview
1. In the report period, reception of research, communication and interview
√Applicable □ Not applicable
Time Way Type Basic situation index of investigation
Telephone Investor Mr./Ms/ Huang from Shenzhen ask about the commitment
2017-10-17 communica Individual
from majority shareholders, no material provided
tion
Telephone Investor Mr./Ms/ Zhang from Beijing ask about the operation assets
2017-10-21 communica Individual
and 3Q performance , no any material provided
tion
Telephone Investor Mr./Ms/ Wang from Shanghai ask about the commitment from
2017-11-08 communica Individual
majority shareholders, no material provided
tion
Telephone Investor Mr./Ms/ Li from Beijing ask about the listing of staff shares,
2017-11-28 communica Individual
no any material provided
tion
Telephone Investor Mr./Ms/ Lu from Hebei ask about the performance of 2017, no
2017-12-15 communica Individual
any material provided
tion
Reception (times) 27
Number of hospitality 0
Number of individual reception 27
Number of other reception 0
Disclosed, released or let out major undisclosed
No
information
21
司公限有份股心中游旅海东大南海 2017 文全告报度年年
Section V. Important Events
I. Profit distribution plan of common stock and capitalizing of common reserves plan
Formulation, Implementation and Adjustment of common stock Profit Distribution Policy Especially Cash Dividend policy during
the Reporting Period
□ Applicable √ Not applicable
Profit distribution plan (pre-plan) of common stock and capitalizing of common reserves plan (pre-plan) in latest three years
(including the reporting period)
According to the auditing reports issued by certified public accountants, the net income realized in nearly three
years (including the reporting period) was used to make up the losses in the previous year; the undistributed profit
during this reporting remained a minus. The Company did not take profit allocation nor capitalization of capital
reserve during the reporting period.
Cash dividend of common stock in latest three years (including the reporting period)
In RMB
Ratio in net profit
attributable to
Net profit attributable to common Amount
Year for Amount for common stock Proportion for
stock shareholders of listed for cash
bonus cash bonus (tax shareholders of listed cash bonus by
company in consolidation bonus by
shares included) company contained in other ways
statement for bonus year other ways
consolidation
statement
2017 0.00 2,858,998.66 0.00% 0.00 0.00%
2016 0.00 -2,661,052.49 0.00% 0.00 0.00%
2015 0.00 -7,477,866.40 0.00% 0.00 0.00%
The Company gains profits in reporting period and the retained profit of common stock shareholders provided by parent company is
positive but no plan of cash dividend proposed of common stock
□ Applicable √ Not applicable
II. Profit distribution plan and capitalizing of common reserves plan for the Period
□ Applicable √ Not applicable
The Company has no plans of cash dividend distributed, no bonus shares and has no share converted from capital reserve either for
the year.
22
司公限有份股心中游旅海东大南海 2017 文全告报度年年
III. Implementation of commitment
1. 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
Type
of Com
Promis Commitm mitm Impleme
Commitments comm Content of commitments
e ent date ent ntation
itment term
s
On May 30, 2007, Luoniushan Co., Ltd.
made commitments in the Company’s
"Instructions for reform of non-tradable
shares" (Revision) and "Instructions for
The
reform of non-tradable shares" (Abstract
original
Comm of revision) that in view of Dadonghai
itment plans of
s for Company’s losses in successive years and
Luoniu material
Share on the verge of delisting, in order to 6
Commitments for shan 2017-06-2 assets
Merge reverse the company's business mont
Share Merger Reform Co., 7 reorgani
r difficulties, improve profitability and hs
Ltd zation
Refor recover the continuous business capacity,
was
m Luoniushan Co., Ltd., the controlling
terminat
shareholder of Dadonghai Company
ed
made commitments to 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
Equity incentive commitment
Other commitments for medium
and small shareholders
Completed on time (Y/N) No
If the commitments is not The Company's stock commenced suspension of trading from the opening session on 15
fulfilled on time, shall explain February 2017 as it planned to fulfill its commitments. On 13 August 2017, 12 proposals relating
the specify reason and the next to Material Asset Acquisition and Connected Transaction Report (Plan) of Hainan Dadonghai
work plan Tourism Centre (Holdings) Co., Ltd. were denied at the 11th extraordinary general meeting of the
23
司公限有份股心中游旅海东大南海 2017 文全告报度年年
8th session of board of directors of the Company. On 15 August 2017, the Company announced to
terminate this restructuring relating to material assets acquisition, and the stock of the Company
commenced trading since 17 August 2017. up to date, there is no information which should be
disclosed by the Company and which is not disclosed yet.
2. Concerning assts or project of the Company, which has profit forecast, and reporting period still in
forecasting period, explain reasons of reaching the original profit forecast
□ Applicable √ Not applicable
IV. Non-operational fund occupation from controlling shareholders and its related party
□ Applicable √ Not applicable
No non-operational fund occupation from controlling shareholders and its related party in period.
V. Explanation from Board of Directors, Supervisory Committee and Independent Directors
(if applicable) for “Qualified Opinion” that issued by CPA
□ Applicable √ Not applicable
VI. Particulars about the changes in aspect of accounting policy, estimates and calculation
method compared with the financial report of last year
√Applicable □ Not applicable
1. Change of accounting policy
According to the Notice from the Ministry of Finance on Issuing and Amending the "Enterprise Accounting
Standards No. 16 - Government Subsidy” (CK[2017]15), any enterprise applying Enterprise Accounting
Standards is required to implement the notice since 12 June 2017, and future applicable method shall be adopted
with respect to the government subsidies existed on 1 January 2017. Any enterprise applying Enterprise
Accounting Standards is required to implement the "Enterprise Accounting Standards No. 42 - Non-current
Assets Held for Sale, Disposal Group and Discontinuing Operation” issued in 2017 since 28 May 2017, and
future applicable method shall be adopted with respect to the non-current assets held for sale, disposal group and
discontinuing operation existed as of the date of implementation. On 25 December 2017, the Ministry of Finance
issued the Notice on Amending the General Formatting of Enterprise Financial Statement (CK[2017]30) to make
amendment to the general formatting of financial statements, which was applicable to the financial statements
prepared for 2017 and other future accounting periods.
The above changes in accounting policies have no effect on the amount reported in the financial statements of the
Company.
2. Change of accounting estimates
Major accounting estimates have no changes in the reporting period.
24
司公限有份股心中游旅海东大南海 2017 文全告报度年年
VII. Major accounting errors within reporting period that needs retrospective restatement
□ Applicable √ Not applicable
No major accounting errors within reporting period that needs retrospective restatement for the Company in the period.
VIII. Compare with last year’s financial report; explain changes in consolidation statement’s
scope
□ Applicable √ Not applicable
No changes in consolidation statement’s scope for the Company in the period.
IX. Appointment and non-reappointment (dismissal) of CPA
Accounting firm appointed
Name of domestic accounting firm BDO CHINA Shu Lun Pan Certified Public Accountants LLP
Remuneration for domestic accounting firm (in 10 thousand
39
Yuan)
Continuous life of auditing service for domestic accounting firm 7
Name of domestic CPA Zhu Jianqing, Liu Zebo
Re-appointed accounting firms in this period
□Yes √No
Appointment of internal control auditing accounting firm, financial consultant or sponsor
√Applicable □ Not applicable
On 29 March 2017, the Company holding the 12th meeting of 8th session of the Board, and decided to appointed
BDO CHINA Shu Lun Pan Certified Public Accountants LLP as the auditing institute of the internal control for
year of 2017 and the decision has been deliberated and approved in general meeting of 2017. During the period,
auditing fee 80,000 Yuan in total has been paid to the institute for internal control auditing.
X. Particular about suspended and delisting after annual report disclosed
□ Applicable √ Not applicable
XI. Bankruptcy reorganization
□ Applicable √ Not applicable
No bankruptcy reorganization for the Company in reporting period
XII. Significant lawsuits and arbitrations of the Company
□Applicable √Not applicable
No significant lawsuits and arbitrations occurred in the reporting period
25
司公限有份股心中游旅海东大南海 2017 文全告报度年年
XIII. Penalty and rectification
□ Applicable √ Not applicable
No penalty and rectification for the Company in reporting period.
XIV. Integrity of the company and its controlling shareholders and actual controllers
□ Applicable √ Not applicable
XV. Implementation of the company’s stock incentive plan, employee stock ownership plan or
other employee incentives
□ Applicable √ Not applicable
During the reporting period, the company has no stock incentive plan, employee stock ownership plan or other employee incentives
that have not been implemented.
XVI. Major related transaction
1. Related transaction with routine operation concerned
√Applicable □Not applicable
Whet
Tradi
her
Relat ng
ed over Cleari Avail
Propo limit
Type Conte transa the ng able Date Index
Relat rtion
of nt of Pricin ction appro form
Relati ed in appro simila of of
Related relate relate g amou for
onshi transa simila ved
party d d princi nt ved relate r disclo discl
p ction r
transa transa ple (in 10 (in 10 d
price transa limite marke sure osure
ction ction thous transa
ctions thous
and d or ction t price
Yuan) and
not
Yuan)
(Y/N)
Same Same
as the as the
First
Luoniu transa transa
major Consu Acco Mark Mark
shan 2.82 ction ction
ity mptio mmod et et 78.75 0 Yes
Co., % with with
share n ation price price
Ltd. non-r non-r
holder
elated elated
party party
Total -- -- 78.75 -- 0 -- -- -- -- --
Detail of sales return with major
N/A
amount involved
Report the actual implementation of
the daily related transactions which N/A
were projected about their total
26
司公限有份股心中游旅海东大南海 2017 文全告报度年年
amount by types during the
reporting period
Reasons for major differences
between trading price and market N/A
reference price
2. Related transactions by assets acquisition and sold
□ Applicable √ Not applicable
No related transactions by assets acquisition and sold for the Company in reporting period
3. Related transactions of mutual investment outside
□ Applicable √ Not applicable
No main related transactions of mutual investment outside for the Company in reporting period
4. Contact of related credit and debt
√Applicable □ Not applicable
There are non-operational contact of related credit and debts in the Company
√ Yes □No
Related party claims receivable
Nil
Debt payable to related parties
The newly
The amount
Balance of added Current Balance at
of recovery
Resulte period-beg amount in interest period-end
Related Related in Period Interest
d in (in 10 Period (in 10 (in 10
party relationship (in 10 rate
reason thousand (in 10 thousand thousand
thousand
Yuan) thousand Yuan) Yuan)
Yuan)
Yuan)
Luoniushan Capital
Group Co., Related party exchan 0 1,981 1,981 0
Ltd. ge
Influence on operation result
and financial statue of the N/A
Company from related debts
5. Other significant related transactions
□ Applicable √ Not applicable
27
司公限有份股心中游旅海东大南海 2017 文全告报度年年
The company had no other significant related transactions in reporting period.
XVII. Significant contract and implementations
1. Trusteeship, contract and leasing
(1) Trusteeship
□ Applicable √ Not applicable
No trusteeship for the Company in reporting period
(2) Contract
□ Applicable √ Not applicable
No contract for the Company in reporting period
(3) Leasing
√Applicable □ Not applicable
Note of leasing
Item Tenant Lease life Term of lease
B/F of the Hotel Ma Ming (Hainan Hangpai Food Co., 5 years 2016-01-01 to 2020-12-31
Ltd. )
Shopping mall –B/F Xu Jipeng 3 years 2016-11-15 to 2019-11-14
A/F ground floor Chen Junwei 3 years 2016-03-01 to 2019-02-28
Seaside stall and wood Sanya Leda Food Management Co., 5 years 2018-01-01 to 2022-12-31
house Ltd.
Seaside locker room Zhong Zhengao 3 years 2016-12-01 to 2019-11-30
Multi-functional meeting Sanya Haolide International Travel 5 years 2017-10-01 to 2022-09-30
room Agency Co., Ltd.
Gains/losses to the Company from projects that reached over 10% in total profit of the Company in reporting period
√Applicable □ Not applicable
Leasing
assets Leasin
The
involved g Basis for Wheth Asso
impact of
Name Name of in the Lease Lease income determinin er be ciatio
Leasing leasing
of the leasing amount start terminati (in 10 g the related n
assets income on
lessor party (in 10 date on date thousan leasing transac relati
the
thousan d income tions on
company
d Yuan)
Yuan)
28
司公限有份股心中游旅海东大南海 2017 文全告报度年年
Ma Ming B/F
The
(Hainan restaura 2016-01 2020-12- Increase
Compa Hangpai nt in 1,886 75.6 Contract No N/A
-01 31 income
ny Food Co., first
Ltd. ) floor
The Sanya Leda Seaside
Food stall and 2018-01 2022-12- Increase
Compa 653 145 Contract No N/A
Manageme wood -01 31 income
ny nt Co., Ltd. house
The
Seaside 2016-12 2019-11-
Zhong Increase
Compa locker 10 36 Contract No N/A
Zhengao -01 30 income
room
ny
Sanya
Haolide Multi-fu
The
Internationa nctional 2017-10 2022-09- Increase
Compa 190 30 Contract No N/A
l Travel meeting -01 30 income
ny
Agency room
Co., Ltd.
2. Major Guarantee
□Applicable √ Not applicable
The Company had no guarantee in the reporting period.
3. Entrust others to cash asset management
(1) Trust financing
□ Applicable √ Not applicable
The Company had no trust financing in the reporting period.
(2) Entrusted loans
□ Applicable √ Not applicable
The company had no entrusted loans in the reporting period.
4. Other material contracts
□ Applicable √ Not applicable
No other material contracts for the Company in reporting period
29
司公限有份股心中游旅海东大南海 2017 文全告报度年年
XVIII. Social responsibility
1. Social responsibilities
Nil
2. Execution of social responsibility of targeted poverty alleviation
(1) Precision poverty alleviation program
(2) Annual precision poverty alleviation
(3) Accuracy of poverty alleviation
(4) Follow-up targeted poverty alleviation plans
Nil
3. Environmental protection
Listed company and its subsidiary belongs to the key pollution enterprise listed by Department of Environmental Protection
No
Nil
XIX. Explanation on other significant events
√Applicable □ Not applicable
1. On 8 March 2001, the Company received a written decision of administrative penalty ZJFZi [2001] No.3 “Penalty Decision on
Hainan Dadonghai Tourism Center (Holdings) Co., Ltd. in Violation of Securities Laws and Regulations” from CSRC for false profit
and rule-violation. Penalty including confiscate their illegal income of 19.31 million Yuan and impose a fine of 0.5 million Yuan. On
20 February 2017, the Company paid the penalty in full to CSRC.
2. The Lawyer’s Letter received by the Company: by preliminary accounting from Sanya Power Bureau, the 10313373 Kwh
electricity was understated under the name of South China Hotel from July 2006 to April 2016. Found more in “Notice of Lawyer’s
Letter received by Hainan Dadonghai Tourism Center (Holdings) Co., Ltd.” (Notice No.: 2016-016) released on Securities Times,
Hong Kong Commercial Daily and Juchao Website dated 31 May 2016. The Company is communicated and negotiates with Sanya
Power Bureau in the above mentioned event without negotiation results so far.
XX. Significant event of subsidiary of the Company
□ Applicable √ Not applicable
30
司公限有份股心中游旅海东大南海 2017 文全告报度年年
Section VI. Particulars about Changes in Shares and Shareholders
I. Changes in Share Capital
1. Changes in Share Capital
In Share
Before the Change Increase/Decrease in the Change (+, -) After the Change
Capita
Bon lizatio
New
Propor us n of Proportio
Amount shares Others Subtotal Amount
tion shar public n
issued
es reserv
e
I. Restricted shares 10,455,687 2.87% -1,287 -1,287 10,454,400 2.87%
1. State-owned shares
2. State-owned corporate
2,369,400 0.65% -46,200 -46,200 2,323,200 0.64%
shares
8,086,287 2.22% 44,913 44,913 8,131,200 2.23%
3. Other domestic shares
Including: Domestic
7,953,000 2.18% -132,000 -132,000 7,821,000 2.15%
legal person shares
Domestic natural person
133,287 0.04% 176,913 176,913 310,200 0.09%
shares
97.13
II. Unrestricted shares 353,644,313 1,287 1,287 353,645,600 97.13%
%
72.96
265,644,313 1,287 1,287 265,645,600 72.96%
1. RMB common shares %
2.Domestically listed 24.17
88,000,000 0 0 88,000,000 24.17%
%
foreign shares
100.00
III. Total shares 364,100,000 0 0 364,100,000 100.00%
%
Reasons for share changed
√ Applicable □ Not applicable
And during the follow-up process of non-tradable shares reform, relevant shares are released in line with relevant
regulations and some of the shareholders are repaying the advance money for another, thus the share structure of
the Company changed in the Period while total shares remain the same.
Approval of share changed
□ Applicable √ Not applicable
31
司公限有份股心中游旅海东大南海 2017 文全告报度年年
Ownership transfer of share changes
□ Applicable √ Not applicable
Influence on the basic EPS and diluted EPS as well as other financial indexes of net assets per share attributable to common
shareholders of Company in latest year and period
□ Applicable √ Not applicable
Other information necessary to disclose or need to disclosed under requirement from security regulators
□ Applicable √ Not applicable
2. Changes of restricted shares
√ Applicable □ Not applicable
In Share
Number of Number
shares of Number of Number of
restricted shares new shares shares Restriction
Shareholders’ name Released date
at released restricted restricted at reasons
Period-beg in the in the Year Period-end
in Year
Legal
After remove restricted
Xiao Tiefeng 132,000 0 0 132,000 commitment in
procedures complete
share reform
Legal
Sanya Real Estate Valuation After remove restricted
924,000 0 0 924,000 commitment in
Agent procedures complete
share reform
Hainan Hong Kong-Macao Legal
After remove restricted
International Trade 924,000 0 0 924,000 commitment in
procedures complete
Development Co., Ltd. share reform
Legal
Haikou Dongfang Urban After remove restricted
924,000 0 0 924,000 commitment in
credit Cooperative procedures complete
share reform
Legal
Hainan Branch of Bank of After remove restricted
924,000 0 0 924,000 commitment in
Communications Co., Ltd. procedures complete
share reform
Legal
Shenyang Jin’an Industrial After remove restricted
831,600 0 0 831,600 commitment in
Corporation procedures complete
share reform
Legal
Sanya Wangli Building After remove restricted
92,400 0 0 92,400 commitment in
Materials Sales procedures complete
share reform
Guangzhou Company of Legal
After remove restricted
Hainan International 660,000 0 0 660,000 commitment in
procedures complete
Investment Co., Ltd. share reform
32
司公限有份股心中游旅海东大南海 2017 文全告报度年年
Legal
Southern Industrial and After remove restricted
660,000 0 0 660,000 commitment in
Trading Corporation procedures complete
share reform
Legal
Guangzhou Dongzhan After remove restricted
924,000 0 0 924,000 commitment in
Industrial Co. LTD procedures complete
share reform
Legal
Sanya Zhongxing After remove restricted
2,541,000 0 0 2,541,000 commitment in
Development Co., Ltd. procedures complete
share reform
Legal
Hainan Dadonghai Tourism After remove restricted
739,200 0 0 739,200 commitment in
Co. procedures complete
share reform
Legal
After remove restricted
Ma Xiaoping 132,000 0 0 132,000 commitment in
procedures complete
share reform
Legal
After remove restricted
Zheng Youxiong 46,200 0 0 46,200 commitment in
procedures complete
share reform
Total 10,454,400 0 0 10,454,400 -- --
II. Securities issuance and listing
1. Security offering (without preferred stock) in reporting Period
□ Applicable √ Not applicable
2. Changes of total shares and shareholders structure as well as explanation on changes of assets and
liability structure
□ Applicable √ Not applicable
3. Existing internal staff shares
□ Applicable √ Not applicable
III. Particulars about shareholder and actual controller of the Company
1. Amount of shareholders of the Company and particulars about shares holding
In Share
Total common Total common Total preference Total preference
21,624 21,624 0 0
stock shareholders stock shareholders shareholders with
33
司公限有份股心中游旅海东大南海 2017 文全告报度年年
in reporting shareholders at with voting voting rights
period-end end of last month rights recovered recovered at end of
before annual at end of last month before
report disclosed reporting period annual report
disclosed
Particulars about shares held above 5% by shareholders or top ten shareholders
Number of
share
Amoun
pledged/fr
Number of t of Amount of
Proportio Changes ozen
Nature of n of shares held restrict un-restricte
Full name of Shareholders in report A
shareholder shares at ed d shares
held period State m
period-end shares held
of o
held
share u
nt
Domestic non
Luoniushan Co., Ltd. state-owned 17.55% 63,885,980 2370610 0 63,885,980
corporate
Domestic nature
Pan Guoping 8.48% 30,879,791 0 0 30,879,791
person
HGNH International Asset
Management Co., Ltd – Foreign corporate 2.29% 8,327,502 2468200 0 8,327,502
customer deposit
First Shanghai Securities
Foreign corporate 2.28% 8,297,473 -1255325 0 8,297,473
Limited
Domestic non
Hainan Ya’an Residence Property
state-owned 2.25% 8,205,800 8205800 0 8,205,800
Service Co., Ltd.
corporate
Domestic nature
Jiang Shuntou 1.80% 6,570,600 6570600 0 6,570,600
person
Domestic nature
Hu Jianguo 1.71% 6,227,640 564700 0 6,227,640
person
Domestic non
Wan Hua Tianzhi Investment
state-owned 1.45% 5,277,400 5277400 0 5,277,400
and Development Co., Ltd.
corporate
China Investment Securities
(HK) Co., Ld. – customer Foreign corporate 1.30% 4,722,300 1090000 0 4,722,300
deposit
Domestic nature
Zhang Fengxiu 1.07% 3,901,372 0 0 3,901,372
person
34
司公限有份股心中游旅海东大南海 2017 文全告报度年年
Strategy investors or general legal person becomes
N/A
top 10 shareholders due to rights issued
Among the above shareholders, Hainan Ya’an Residence Property Service
Co., Ltd. is the wholly-owned subsidiary of Luoniushan Co., Ltd. The
Explanation on associated relationship or accordant Company is unknown whether there exists associated relationship or belongs
action among the aforesaid shareholders to the consistent actor regulated by the Management Measure of Information
Disclosure on Change of Shareholding for Listed Company among the other
shareholders.
Particular about top ten shareholders with un-restrict shares held
Amount of un-restrict shares Type of shares
Shareholders’ name
held at Period-end Type Amount
RMB common
Luoniushan Co., Ltd. 63,885,980 63,885,980
share
Domestically listed
Pan Guoping 30,879,791 30,879,791
foreign share
HGNH International Asset Management Co., Ltd – RMB common
8,327,502 8,327,502
customer deposit share
Domestically listed
First Shanghai Securities Limited 8,297,473 8,297,473
foreign share
RMB common
Hainan Ya’an Residence Property Service Co., Ltd. 8,205,800 8,205,800
share
RMB common
Jiang Shuntou 6,570,600 6,570,600
share
RMB common
Hu Jianguo 6,227,640 6,227,640
share
RMB common
Wan Hua Tianzhi Investment and Development Co., Ltd. 5,277,400 5,277,400
share
China Investment Securities (HK) Co., Ld. – customer RMB common
4,722,300 4,722,300
deposit share
RMB common
Zhang Fengxiu 3,901,372 3,901,372
share
Among the above shareholders, Hainan Ya’an Residence Property
Service Co., Ltd. is the wholly-owned subsidiary of Luoniushan Co., Ltd.
Expiation on associated relationship or consistent actors
The Company is unknown whether there exists associated relationship or
within the top 10 un-restrict shareholders and between
belongs to the consistent actor regulated by the Management Measure of
top 10 un-restrict shareholders and top 10 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 stock shareholders with
35
司公限有份股心中游旅海东大南海 2017 文全告报度年年
un-restrict shares held
Whether top ten common stock shareholders or top ten common stock shareholders with un-restrict shares held have a buy-back
agreement dealing in reporting period
□ Yes √ No
The top ten common stock shareholders or top ten common stock shareholders with un-restrict shares held of the Company have no
buy-back agreement dealing in reporting period.
2. Controlling shareholder of the Company
Nature of controlling shareholders: community collective holding
Type of controlling shareholders: legal person
Legal
person/person Date of Organizatio
Controlling shareholders Main operation business
in charge of foundation n code
the unit
Planting and breeding industry; initiating
industry; real estate development and
management; building decoration works;
sales of agricultural and animal by-products,
aquatic products and feed
Unified processing(operates only for branch with
voucher); machinery and automobile and
social credit motorcycle parts, electronic products, metal
1987-12-1
Luoniushan Co., Ltd. Xu Zili code materials (except for the monopoly),
9
914600028 chemical products (except for the
monopoly)), household appliances, modern
4089747P
office supplies, stationery, daily necessities,
building materials, sales of agricultural and
native products; the development and
construction of trading market; leasing
services; warehousing services; collecting
and remitting water and electricity costs.
Equity of other domestic/oversea
listed company control by Found more details in full text of Annual Report 2017 of Luoniushan Co., Ltd.(Short form
controlling shareholder as well as of the stock: Luoniushan, Stock code: 000735)
stock-joint in report period
Changes of controlling shareholders in reporting period
□ Applicable √ Not applicable
The Company had no changes of controlling shareholders in reporting period
3. Actual controller of the Company
Nature of actual controller: domestic natural person
Type of actual controller: natural person
Whether obtained right of residence of other countries or
Name of actual controller Nationality
regions or not
Xu Zili P.R.C No
36
司公限有份股心中游旅海东大南海 2017 文全告报度年年
Xu Zili, male, was born in 1966, is a senior engineer with a master degree. He
successively served as Vice President of Hubei Huangshi Mine Bureau Machinery;
General Manager of Haikou Animal Husbandry Machinery Engineering Co., Ltd.;
Chairman of Tianjin Baodi Agricultural Technology Co., Ltd.; he also served as
Main profession and title
standing committee of the Haikou 13th CPPCC; Vice Chairman and General Manager of
the Company from August 2006 to November 2011; serves as Chairman of the
Company since November 2011; now he takes as the 7th CPPCC member of Hainan
Province.
Listed company in and out of China
N/A
controlled in past decades
Changes of actual controller in reporting period
□ Applicable √ Not applicable
No changes of actual controllers for the Company in reporting period.
Property right and controlling relationship between the actual controller and the Company is as follow:
Actual controller controlling the Company by entrust or other assets management
□ Applicable √ Not applicable
37
司公限有份股心中游旅海东大南海 2017 文全告报度年年
4. Particulars about other legal person shareholders with over 10% shares held
□ Applicable √ Not applicable
5. Limitation and reducing the holdings of shares of controlling shareholders, actual controllers,
restructuring side and other commitment subjects
□ Applicable √ Not applicable
38
司公限有份股心中游旅海东大南海 2017 文全告报度年年
Section VII. Preferred Stock
□ Applicable √ Not applicable
The Company had no preferred stock in the Period.
39
司公限有份股心中游旅海东大南海 2017 文全告报度年年
Section VIII. Particulars about Directors, Supervisors, Senior
Executives and Employees
I. Changes of shares held by directors, supervisors and senior executives
Amount Amount Shares
Shares Other
of shares of shares held at
held at chang
Working Start dated increase decreased period
End date of
Title Sex Age of office period-be es
Name status office term d in this in this -end
term
gin (share
period period (Share
(Share) )
(Share) (Share) )
Li Chairman, Currently
General M 67 2001-10-25 2017-05-22 0 0 0 0 0
Yuanbin Manager in office
Zhao Independent Currently
F 65 2014-05-22 2017-05-22 0 0 0 0 0
Man Director in office
Tang Independent Currently
M 53 2014-05-22 2017-05-22 0 0 0 0 0
Guoping Director in office
Leng Independent Currently
M 62 2014-05-22 2017-05-22 0 0 0 0 0
Mingquan Director in office
Liu Currently
Director M 49 2002-06-16 2017-05-22 0 0 0 0 0
Juntao in office
Chairman
Huang of Currently
M 48 2002-06-16 2017-05-22 0 0 0 0 0
Wencai supervisory in office
committee
Wang Currently
Supervisor F 51 2011-06-16 2017-05-22 0 0 0 0 0
Jialing in office
Person in
Fu Currently
charge of M 50 2015-04-15 2017-05-22 0 0 0 0
Zongren in office
finance
Director &
Vice
Wang Currently
president & F 41 2008-04-27 2017-05-22 0 0 0 0 0
Hongjuan in office
secretary of
the Board
Chen Currently
Supervisor M 52 2016-07-29 2017-05-22 1287 0 0 0 1287
Gang in office
40
司公限有份股心中游旅海东大南海 2017 文全告报度年年
Total -- -- -- -- -- -- 1287 0 0 0 1287
II. Changes of directors, supervisors and senior executives
□ Applicable √ Not applicable
III. Post-holding
Professional background, major working experience and present main responsibilities in Company of directors, supervisors and
senior executive
Directors
Mr. Li Yuanbin: born in June 1950, Han nationality, Master degree, MBA degree, senior engineer. He once held
the position of Chairman of Board of Haikou Haiyuan Co. Ltd and Yangpu Tiandi Sunshine Industry Co., Ltd,
director and general manager of the Company, now he is chairman of the Board and general manager, vice
chairman of Hainan Entrepreneurs’ Association, and permanent member of Hainan Federation of Industry
Chamber of Industry & Commerce and Vice-president of Hainan Provincial Association for Beverages Hotels and
Food, and Vice-president of Hubei Commerce Association in Hainan Province.
Mr. Liu Juntao: born in Oct. 1968, Han nationality, EMBA of China Europe International Business School. Mr.
Liu once held the position of deputy director of Construction Bank branch, secretary of the Board of Director of
Luoniushan Co. Ltd., Deputy General Manager of the Company and Deputy General Manager of Softto Co., Ltd.,
assistant president and Secretary of the Board of Tianmao Industry Group Co., Ltd., currently holds the post of
Assistant President of AXA Insurance Co., Ltd. and serve as director of the Company since 2002.
Ms. Wang Hongjuan, was born in Feb. 1976, Han nationality, Undergraduate Degree, an attorney; she served as
representative of securities affairs of the Company since 2004 and serves as secretary of the Board since 2008 and
deputy GM of the Company since 2014. and serves as Director of the Company since 2016.
Independent Directors
Ms. Zhao Man, born in February 1952, member of the CPC, Doctor of Economic, a professor and doctorial tutor.
Professional affiliations so far: member of social sciences commission of the Ministry of Education, committee of
experts member of the MHRSS, committee of experts member of the Ministry of Civil Affairs, director of
academic council of the Center for Social Security Study of Wuhan University, the key research center for social
sciences by CECC, standing director of The China Association for Labor Studies, standing director of China
Social Insurance Association, member of Advisory Committee of Hubei Provincial Peoples Government,
decision-support expert of CPC Hubei Provincial Committee, consultant expert of budget expert group for the
Wuhan People’s Congress Standing Committee and member of Expert Consultation Committee of CPC Hubei
Provincial Committee Organization Department. Now she serves as independent director of Hubei Kaile
Technology Co., Ltd. , Mayinglong Pharmaceutical Group Co., Ltd., and Wuhan Mingde Biological Technologies
41
司公限有份股心中游旅海东大南海 2017 文全告报度年年
Co., Ltd. and she took post as independent director of the Company since May 2014.
Mr. Tang Guoping, born in August 1964, graduated from Zhongnan University of Economics and Law. Hold
Doctor Degree, a professor, Chinese CPA and member of CPC. He serves as professor in Zhongnan University of
Economics and Law-School of Accounting, the director of Chinese Accounting Society, and serves as
independent director of Cabio Biotechnology (Wuhan) Co., Ltd., Shengang Securities Co., Ltd., Shenzhen
ShenZhuangZong Decoration Co., Ltd., and Wuhan Boiler Co., Ltd. He participated in (2012) the China
Securities Regulatory Commission independent director training, and obtained the post qualification. He serves as
independent directors of the Company since May 2014.
Mr. Leng Mingquan, born in April 1955, on-job graduate and Master of Administration. He was secretary and
section chief of CPC Suizhou Municipal propaganda Department and director of Haikou Office of the Suizhou
Government. Now he serves as executive vice president, secretary and legal representative of the Confederation of
Hainan Enterprise and Hainan Association of Entrepreneurs; executive chairman of Hainan labor relations
tripartie meeting; inspector of Hainan Procuratorate; police-style inspector of Hainan Provincial Public Security
Department; specially-invited inspector of Hainan Provincial Supervision Department; member of Hainan
Provincial Literature Dederation; member of Hainan Federation of Social Science; member of Hainan Provincial
Arbitration Committee; director of Hainan Enterprise Credit Evaluation Administration; Chairman of Hainan
Dashun Movie & TV Cultural Communication Co., Ltd.; independent director of Nanyang Shipping Group Co.,
Ltd. He serves as independent directors of the Company since May 2014.
Supervisors
Mr. Huang Wencai: was born in Jan. 1969, undergraduate degree, Mr. Huang once held the position of vice
director of Haikou meat association factory, director of Haikou food Co. Ltd. and assistant of general manager of
Haikou food Co. Ltd., deputy GM of Haikou Luoniushan Food Processing Co., Ltd. and currently held the post of
deputy GM of Hainan Luoniushan Meat Co., Ltd.; he held the position of Chairman of Supervisory Committee of
the Company since 2002.
Ms. Wang Jialing: was born in February 1966, once served as accountant of financial dept of the Company; serves
as deputy manager of the financial department of the Company. She serves as staff supervisor of the Company
since 2011.
Mr. Chen Gang, born in September 1966, the Han nationality, a junior accountant. He worked as accountant in
Hainan Sanya Phoenix Co., Ltd. from February 1988 to June 1989, worked as chief accountant in Sanya
Hardware Electrical Mall from July 1989 to September 1992, and serves as cost accounting, chief accountant,
deputy GM and GM of the financial dept. in the Company since October 1992. He serves as staff supervisor of the
42
司公限有份股心中游旅海东大南海 2017 文全告报度年年
Company since August 2016.
Senior executives
Mr. Fu Zongren, born in February 1967, intermediate accountant, served as financial manager of the Company,
financial controller of Sanya Yalong Bay Universal Resort, and general manager of Financial Management Center
of Hainan Sunup Group, and serves as the financial administrator of the Company since April 2015.
Post-holding in shareholder’s unit
□ Applicable √ Not applicable
Post-holding in other unit
□ Applicable √ Not applicable
Punishment of securities regulatory authority in recent three years to the company’s current and outgoing directors, supervisors and
senior management during the reporting period
□ Applicable √ Not applicable
IV. Remuneration for directors, supervisors and senior executives
Decision-making procedures, recognition basis and payment for directors, supervisors and senior executives
1. Pursuant to the Company's Articles of Association, the pay of directors, supervisor personnel are approved by
general meeting after the review of the board of directors and board of supervisors respectively; the pay of senior
management is approved by the board. Directors, supervisors and senior managers get their payment
corresponding to their post provided by the general meeting and the board meeting.
2. In line with performance of their duties, directors, independent directors and supervisors should receive the
reimbursement from the Company on travel expense and Articles of Association implementation expense.
Remuneration for directors, supervisors and senior executives in reporting period
In 10 thousand Yuan
Total remuneration obtained Whether
Post-hold
Name Title Sex Age from the Company (before remuneration obtained from
ing status
taxes) related party of the Company
Li
Chairman & Currently
Yuanbi M 67 67.1 No
CEO in office
n
Zhao Independent Currently
F 65 4.8 No
Man Director in office
Tang
Independent Currently
Guopin M 53 4.8 No
Director in office
g
Leng
Independent Currently
Mingq M 62 4.8 No
Director in office
uan
43
司公限有份股心中游旅海东大南海 2017 文全告报度年年
Liu Currently
Director M 49 4.8 No
Juntao in office
Director,
Wang
Secretary of the Currently
Hongju F 41 44.48 No
Board and in office
an
Deputy GM
Huang Currently
Supervisor M 48 2.4 No
Wencai in office
Chen Currently
Supervisor M 51 11.78 No
Gang in office
Wang Currently
Supervisor F 51 9.77 No
Jialing in office
Fu
Currently
Zongre CFO M 50 33.84 No
in office
n
Total -- -- -- -- 188.57 --
Delegated equity incentive for directors, supervisors and senior executives in reporting period
□ Applicable √ Not applicable
V. Particulars of workforce
1. Number of staff, professional composition and education background
The number of current employees of parent company (people) 145
The number of current employees of main subsidiaries
0
(people)
Total number of current employees (people) 145
The total number of current employees to receive pay (people) 145
The total number of retired staff and workers that the parent
company and main subsidiaries need to bear the costs 0
(people)
Professional composition
Category of professional composition Number of professional composition (people)
Production staff 80
Salesman 6
Technical staff 22
Financial staff 12
Administrative staff 25
44
司公限有份股心中游旅海东大南海 2017 文全告报度年年
Total 145
Education background
Category of education Number (people)
Graduate student 3
Undergraduate 6
Junior college above 30
High shool and below 106
Total 145
2. Remuneration policy
The compensation of company’s employees includes wages, bonuses, and benefits, which take the principle of
distributing according to the work, giving priority to efficiency and taking count of equity simultaneously, wage
increase adapting to the company’s business development and benefits improvement, optimizing the labor
allocation, pay level agreeing with the local average in the same industry. Set or adjust the wage standards in
accordance with the job valuation result, the local pay level in the same industry, the company’s annual operation
target and operational budget, and the individual performance.
3. Training programs
Strengthen the training of senior executives by combining the voluntary organization of training and the external
training, widen the thought, and enhance the decision-making ability and modern operation and management
ability. Strengthen the training of middle management, improve the overall quality of managers, improve the
knowledge structure, and enhance the comprehensive management capability, innovation capability and
implementation capability. Strengthen the training of professional and technical personnel, improve the theoretical
level of technology and professional skills, and enhance the technological innovation, technical transformation
capability. Strengthen the technical training of hotel service staff, constantly improve the professional skills and
service skills of service staff, and enhance the ability to strictly fulfill their responsibilities. Strengthen the cultural
training, improve the cultural level of personnel at all levels, and enhance the overall cultural quality of the staff
team.
4. Labor outsourcing
□ Applicable √ Not applicable
45
司公限有份股心中游旅海东大南海 2017 文全告报度年年
Section IX. Corporate Governance
I. Corporate governance of the Company
During reporting period, the Company further completed governance structure and system, perfected internal
control mechanism and system construction and normalized corporate operation, strictly in accordance with
relative rules and regulations of the Company Law, Securities Law and Listing Rules. Till end of reporting period,
governance structure of the Company is basically in line with requirement of the Governance Rules of Listed
Company.
1. During the reporting period, the Company’s general meeting, board meeting and supervisors meeting exercised
the decision rights, execution rights and supervision rights respectively with clear responsibilities, mutual restrict,
operation specification and effective operation. The procedures of meeting holding, proposal review, and
decision-making in these three meetings were in compliance with relevant provisions. The board meeting
comprises strategy and development committee, audit committee, nomination committee, remuneration and
appraisal committee, who carry out smoothly their duties accordingly to their working conditions, providing a
strong support for the board meeting’s major scientific management decision.
2. In strict accordance with the requirements of Rules Governing the Listing of Stock, directors performed its
duties with honest, trust, diligence and independence, protected the legitimate rights and interests of minority
shareholders with loyalty to their interests; Supervisors effectively supervised and checked independent directors,
senior management and their financial situations.
Is there any difference between the actual condition of corporate governance and relevant regulations about corporate governance for
listed company from CSRC?
□Yes √ No
There are no differences between the actual condition of corporate governance and relevant regulations about corporate governance
for listed company from CSRC.
II. Independency of the Company relative to controlling shareholders’ in aspect of businesses,
personnel, assets, organization and finance
Statement of Five Independences between the Company and the Controlling Shareholders
1. Business Independence: the Company business operates independently with integrated structure, and is free
from horizontal competition with controlling shareholders. The controlling shareholders do not intervene the
Company’s operation either directly or indirectly.
2. Personnel Independence, the Company is independent on controlling shareholders in the aspects of labor,
personnel and Remuneration management.
3. Assets Independence: the Company has proprietary rights and control rights on its assets. Controlling
shareholders occupy no assets or funds of the listed company.
4. Institution Independence: the company's board of directors and board of supervisors, managers and other
46
司公限有份股心中游旅海东大南海 2017 文全告报度年年
internal institutions operate independently and manage independently with integrated structures.
5. Financial Independence: the Company has an independent financial sector, and sets up independent accounting
system and financial management system. The Company opens independent bank accounts and pay independent
taxes to laws without controlling shareholders’ intervention.
III. Horizontal competition
□ Applicable √ Not applicable
IV. In the report period, the Company held annual shareholders’ general meeting and
extraordinary shareholders’ general meeting
1. Annual Shareholders’ General Meeting in the report period
Ratio of
Session of investor Date of
Type Date Index of disclosure
meeting participati disclosure
on
The “Resolution Notice of Annual Shareholders’ General Meeting
Annual
Annual general 2017-04-2 of 2016” (No.: 2017-027) published on Securities Times, Hong
general 26.37% 2017-04-21
meeting 2016 2 Kong Commercial Daily and Juchao website
meeting
(http://www.cninfo.com.cn) dated 22 April 2017 respectively
First Extraord
The “Resolution Notice of First Extraordinary Shareholders
Extraordinary inary
2017-05-1 Meeting of 2017” (No.: 2017-038) published on Securities Times,
Shareholders sharehol 9.48% 2017-05-12
3 Hong Kong Commercial Daily and Juchao website
Meeting of ders
(http://www.cninfo.com.cn) dated 13 May 2017 respectively
2017 meeting
Second Extraord
The “Resolution Notice of Second Extraordinary Shareholders
Extraordinary inary
2017-07-1 Meeting of 2017” (No.: 2017-057) published on Securities Times,
Shareholders sharehol 9.47% 2017-07-12
3 Hong Kong Commercial Daily and Juchao website
Meeting of ders
(http://www.cninfo.com.cn) dated 13 July 2017 respectively
2017 meeting
Third Extraord
The “Resolution Notice of Third Extraordinary Shareholders
Extraordinary inary
2017-11-1 Meeting of 2017” (No.: 2017-087) published on Securities Times,
Shareholders sharehol 29.28% 2017-11-10
1 Hong Kong Commercial Daily and Juchao website
Meeting of ders
(http://www.cninfo.com.cn) dated 11 September 2017 respectively
2017 meeting
Fourth Extraord
The “Resolution Notice of Fourth Extraordinary Shareholders
Extraordinary inary
2017-12-2 Meeting of 2017” (No.: 2017-095) published on Securities Times,
Shareholders sharehol 22.79% 2017-12-22
3 Hong Kong Commercial Daily and Juchao website
Meeting of ders
(http://www.cninfo.com.cn) dated 23 December 2017 respectively
2017 meeting
47
司公限有份股心中游旅海东大南海 2017 文全告报度年年
2. Request for extraordinary general meeting by preferred stockholders whose voting rights restore
□ Applicable √ Not applicable
V. Responsibility performance of independent directors
1. The attending of independent directors to Board meetings and general meeting
The attending of independent directors to Board Meeting
Name of Times of Board
Times of Times of
independ meeting supposed Times of Times of Absent the Meeting for the
attending by entrusted
ent to attend in the Presence Absence second time in a row (Y/N)
communication presence
director report period
Zhao
12 1 11 0 0 No
Man
Tang
12 1 11 0 0 No
Guoping
Leng
Mingqua 12 1 11 0 0 No
n
Times for attending general
meeting from independent 5
directors
2. Objection for relevant events from independent directors
Independent directors come up with objection about Company’s relevant matters
√ Yes □No
Name of independent Objection from independent directors Objection items
director
Major assets purchasement and Report of Related The major assets restructuring has major risks, the
Zhao Man Transactions (Plan) and etc. Company do not have enough debt repayment
capacity
Major assets purchasement and Report of Related Currently, the plan has many risks in
Transactions (Plan) and etc. implementation, the Company do not has
Tang Guoping correspondingly payment ability. Though we need
the restructures for future development, relevant
risks are unable to control
Major assets purchasement and Report of Related Immature conditions
Leng Mingquan
Transactions (Plan) and etc.
Explanation on Found more in “Resolution Notice of 11th extraordinary meeting of 8th BOD” (Notice No.: 2017-066) released
objections from on Securities Times, Hong Kong Commercial Daily and Juchao Website dated 14 August 2017
independent directors
48
司公限有份股心中游旅海东大南海 2017 文全告报度年年
3. Other explanation about responsibility performance of independent directors
The opinions from independent directors have been adopted
√ Yes □ No
Explanation on advice that accepted/not accepted from independent directors
It is suggested that the Company should strengthen the introduction of foreign capital, introduce excellent assets
and diversify the current single business portfolio in addition to focusing on its major operations. The Company's
stock commenced suspension of trading from the opening session on 15 February 2017 as it planned to fulfill its
commitments. On 13 August 2017, 12 proposals relating to Material Asset Acquisition and Connected Transaction
Report (Plan) of Hainan Dadonghai Tourism Centre (Holdings) Co., Ltd. were denied at the 11th extraordinary
general meeting of the 8th session of board of directors of the Company. On 15 August 2017, the Company
announced to terminate this restructuring relating to material assets acquisition, and the stock of the Company
commenced trading since 17 August 2017.
VI. Duty performance of the special committees under the board during the reporting period
The board meeting comprises four special committees, who carry out smoothly their duties accordingly to their
working conditions, providing a strong support for the board meeting’s major scientific management decision.
Each special committee performed their duties as follows:
1. Audit Committee
During the reporting period, the audit committee audited the first quarter and the three quarter financial report of
2017, and the 2017 semi-annual financial report. In the process of annual financial report auditing 2017 process,
audit committee members worked in accordance with the relevant requirements by faithfully performing audit
committee’s responsibilities:
Before the entrance of annual examination certified public accountants, the audit committee members listened to
the management statements of the Company's operating condition in 2017 and the financial status as well as the
report on annual financial report audit work arrangement of 2017, communicated with annual examination
certified public accountants about issues such as personnel structure of the working group, audit plan, risk
judgment, annual audit focus and so on; In early January 2017, in annual report audit process, audit committee
members listened to the work report by annual examination certified public accountants and the company
management; In late January 2017, audit committee members reviewed submitted financial and accounting reports.
The financial and accounting reports audited was formatted strictly to Accounting Standards for Business
Enterprises and Accounting System for Business Enterprises, and this report fairly reflected the Company’s assets,
liabilities, rights and interests and operating situation without significant errors and omissions. The annual audit
report of 2017 by audit institutions was agreed to be submitted to the board.
The Company's board of directors regarded that the external auditors Lixin Certified Public Accountants (special
ordinary partnership) faithfully performed the audit responsibility, and suggested to renew as the Company’s
annual financial audit of 2018.
2. Remuneration committee
49
司公限有份股心中游旅海东大南海 2017 文全告报度年年
During the reporting period, the remuneration committee members of the Company board carried out their duties
strictly to relevant regulations, inspected remuneration policies and programs for directors, supervisors and senior
managers, and appraised the performance of directors, supervisors and senior management according to senior
manager remuneration appraisal. By the end of the reporting period, the Company has not implemented option
scheme.
3. Strategy committee
During the reporting period, the board strategy committee put forward valuable opinions on decision-making such
as development planning and investment decisions, thus enhanced the scientific decision-making and core
competitiveness of the Company, improved the Company’s efficiency of major investment decisions and decision
quality.
4. Nomination committee
During the reporting period, the company did not have the nomination.
VII. Works from Supervisory Committee
The Company has risks in reporting period that found in supervisory activity from supervisory committee
□ Yes √ No
Supervisory committee has no objection about supervision events in reporting period
VIII. Examination and incentives of senior management
1. Pursuant to People-oriented Principle, the Company employs outstanding persons in long-term, and admits the
best candidates on the premise of openness, fairness, justice. Those who pass trial comprehensive appraisal and be
nominated by general managers and approved by the board meeting can be employed as senior management of the
Company.
2. The Company adopts a clear appraisal system in which assessment methods are made to the performance and
duty fulfillment of senior management. Assessments are carried out monthly and annually by the same level and
higher level and the results are taken as factors for post lift and rewards and punishment of senior management.
3. The company sets up effective incentive mechanism, including material incentives and spiritual incentives. The
clear rewards and punishments, balance between remuneration and work performance, survival of fittest
encourage senior management to make constantly progress and improve their own comprehensive ability which in
turn help the Company develop rapidly.
IX. Internal Control
1. Details of major defects in IC appraisal report that found in reporting period
□ Yes √ No
2. Appraisal Report of Internal Control
Disclosure date of full internal control evaluation report 2018-02-01
Disclosure index of full internal control evaluation report Relevant information found in Self-evaluation Report of
50
司公限有份股心中游旅海东大南海 2017 文全告报度年年
Internal Control for 2017 published on Juchao Website dated 1
February 2018.
The ratio of the total assets of units included in the scope of evaluation
accounting for the total assets on the company's consolidated financial 100.00%
statements
The ratio of the operating income of units included in the scope of
evaluation accounting for the operating income on the company's 100.00%
consolidated financial statements
Defects Evaluation Standards
Category Financial Reports Non-financial Reports
Major deficiencies: the company is lack of democratic
Major deficiencies: fraud of directors,
decision-making process; the company’s
supervisors and senior management;
decision-making process leads to major mistakes; the
material misstatements are found in current
company violates the state laws and regulations and is
financial statements by the certified public
severely punished; serious brain drain of the
accountant but are not found in the process
company’s senior management personnel and senior
of internal control; the supervision of the
technical staff; frequent negative news on media
audit committee to the company’s external
covering a wide range and the negative effects are not
financial reports and internal control of
eliminated; the company’s significant business is lack
financial reports is invalid.
of system control or systematic-ness is invalid; the
Significant deficiencies: the selection and
major deficiencies and significant deficiencies of the
application of accounting policies are not in
company’s internal controls have not been rectified and
accordance with the GAAP; anti-fraud
reformed; the company is punished by CSRC or
program and control measures have not
Qualitative criteria warned by stock exchange.
been established; the accounting treatment
Significant deficiencies: the company has democratic
of unusual or special transactions has no
decision-making process which is not complete; the
appropriate control mechanisms or have not
company’s decision-making process leads to general
implemented the control mechanisms and
mistakes; the company violates the enterprise internal
has no appropriate compensatory controls;
regulations which causes losses; serious brain drain of
the control to period-end financial reporting
the company’s business personnel in key positions;
process has one or more deficiencies and
negative news on media affecting local areas; the
cannot reasonably ensure that the
company’s significant business system has
organizational financial statements are true
deficiencies; the significant deficiencies and general
and accurate.
deficiencies of the company’s internal controls have
General deficiencies: other internal control
not been rectified and reformed;
deficiencies do not constitute major or
General deficiencies: other internal control deficiencies
significant deficiencies.
do not constitute major or significant deficiencies.
Major deficiencies: misstatements ≥ 10% Major deficiencies: misstatements ≥ direct property
of total profits; loss of 100,000 Yuan;
Quantitative standard Significant deficiencies: 5% of total profits Significant deficiencies: direct property loss of 10,000
≤ misstatements <10% of total profits; Yuan ≤ misstatements < direct property loss of 100,000
General deficiencies: misstatements <5% of Yuan;
51
司公限有份股心中游旅海东大南海 2017 文全告报度年年
total profits. General deficiencies: misstatements < direct property
loss of 10,000 Yuan.
Amount of significant defects in
0
financial reports
Amount of significant defects in
0
non-financial reports
Amount of important defects in
0
financial reports
Amount of important defects in
0
non-financial reports
X. Auditing report of internal control
√Applicable □ Not applicable
Deliberations in Internal Control Audit Report
To All Shareholders of Hainan Dadonghai Tourism Center (Holdings) Co., Ltd.:
In accordance with Audit Guideline for Enterprise Internal Control and relevant requirement of the practicing standards of Chinese
Certified Public Accountant, we audited the effective-ness of the financial report’s internal control for Hainan Dadonghai Tourism
Center (Holdings) Co., Ltd. (the Company) dated 31 December 2017.
I. As for responsibility of internal control
The Company established and improved and implemented internal control effectively pursuit to Basic Norms of Enterprises Internal
Control, Supporting Guidelines for Enterprise Internal Control and Evaluation Guild lines for Enterprises Internal Control, and board of
the director is responsible for evaluating its effectiveness.
II. Auditor’s responsibilities
Our responsibility is to express an opinion on the effectiveness of internal control for the financial statements based on our audit. And
disclosed major deficits of noted internal control without financial statement concerned.
III. Inherent feature of internal control
The internal control has an inherent limitation, and exist mistakes that can not prevent and being discovered. Moreover, the internal
control might be inappropriate due to the changes of conditions, or fails to follow the controlling policies and procedures, to speculate
future effectiveness of the internal control in line with the auditing result has a certain risks.
IV. Auditing opinion: in our opinion
The Company, in line with Basic Norms of Enterprises Internal Control and relevant regulations, shows an effectiveness internal control
of financial report in all major aspects dated 31 December 2017.
BDO CHINA Shu Lun Pan Certified Public Accountant of China: Zhu Jianqing
Certified Public Accountants LLP
Certified Public Accountant of China: Liu Zebo
Shanghai, China 30 January 2018
Disclosure details of audit report of
Disclosed
internal control
Disclosure date of audit report of 2018-02-01
52
司公限有份股心中游旅海东大南海 2017 文全告报度年年
internal control (full-text)
Index of audit report of internal Relevant information found in Self-evaluation Report of Internal Control for 2017 published on
control (full-text) Juchao Website dated 1 February 2018.
Opinion type of auditing report of IC Standard unqualified
whether the non-financial report had
No
major defects
Carried out modified opinion for internal control audit report from CPA
□Yes √ No
The internal control audit report, issued by CPA, has concerted opinion with self-evaluation report, issued from the Board
√ Yes □ No
53
司公限有份股心中游旅海东大南海 2017 文全告报度年年
Section X. Corporation bonds
Whether or not the Company public offering corporation bonds in stock exchange, which undue or without payment in full at
maturity on the approval date for annual report disclosed
No
54
司公限有份股心中游旅海东大南海 2017
文全告报度年年
Section XI. Financial Report
I. Audit report
Type of audit opinion Standard unqualified opinion
Signing date of audit report 2018-01-30
Name of audit institute BDO CHINA Shu Lun Pan Certified Public Accountants LLP
Document serial of audit report PCPAR [2018] No.10037
Name of the CPA Zhu Jianqing, Liu Zebo
Auditor’s Report
To all shareholders of Hainan Dadonghai Tourism Centre (Holdings) Co., Ltd.,
I. Opinion
We have audited the financial statements of Hainan Dadonghai Tourism Centre (Holdings) Co., Ltd. (hereinafter referred to as "the
Company"), which comprise the balance sheet as at December 31, 2017, and the income statement, the statement of cash flows and
the statement of changes in owners' equity for the year then ended and notes to the financial statements.
In our opinion, the attached financial statements are prepared, in all material respects, in accordance with Accounting Standards for
Business Enterprises and present fairly the financial position of the Company as at December 31, 2017 and its operating results and
cash flows for the year then ended.
II. Basis for Our Opinion
We conducted our audit in accordance with the Auditing Standards for Certified Public Accountants in China. Our responsibilities
under those standards are further described in the Auditor's Responsibilities for the Audit of the Financial Statements section of our
report. According to the Code of Ethics for Chinese CPA, we are independent of the Company in accordance with the Code of Ethics
for Chinese CPA and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the
audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.
III. Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial
statements of the current period. These matters were addressed in the context of our audit of the financial statements as a whole, and
in forming our opinion thereon, and we do not provide a separate opinion on these matters. The key audit matters that we identified
in the audit are as follows:
(I) Recognition of room income
1. Factual description
The Company had operating income of RMB27,906,600 in 2017, of which room income was RMB21,103,100, accounting for
75.62% of operating income. According to Note 5.20 of the financial statements of the Company, the room income recognition
process of the Company isas follows:
(1) For travel agencies and individual guests, make advance collection of payments from them or pre-authorization; recognize
55
司公限有份股心中游旅海东大南海 2017
文全告报度年年
income of each day after 0:00 of the night of such day after confirmation with the Room Department and the hotel front desk.
(2) For websites under agreements, ① guests who book rooms via websites with agreements with the Company shall make
advance payment of room fees and deposits when they check in and pay the related website service fees according to a certain
proportion set out in the agreements and after check by the finance department with the websites. Income of the current day shall be
recognized after 00:00 according to the consumption situation after deducting service charges. ② for guests who book rooms through
websites with agreements with the Company and pay room fees to the websites, income of the current day shall be recognized after
00:00 according to the consumption situation and listed as accounts receivable which shall be settled and collected before the fifth
day of each month after checking with the websites.
(3) For oriented guests, stay in account and make advance collection of payments at the time of check-in according to agreements,
recognize income of the current day after 00:00 of each night according to consumption situation, and make regular reconciliation,
settlement and collection.
Xiruan system will automatically generate daily sales statements for the above business, which shall be audited by examining
personnel before submitted to the financial department to prepare accounting vouchers.
2. How our audit addressed the matter
For room sales revenue, we understood and evaluated the management's design of internal controls in sales processes from approval
of contracts to the accounting of sales revenue and tested the effectiveness of the implementation of key control points.
Via sample inspection of contracts and management interviews, we tested the timing point of significant risks and remuneration
related to room revenue recognition, and thus assessed the Company's income recognition policies.
In addition, we implemented the following procedures in respect of room revenue by using sampling:
(1) Analyze income and gross profit margin in combination with the type of income, and judge whether there is any abnormal
fluctuation in the income amount in the current period.
(2) Choose samples from reservation records and check-in records of rooms, check the samples against the contracts, accounting
records, invoice issuance and payment receipts related to the corresponding sales, and pay special attention to whether the samples
before and after the balance sheet date are included in the correct accounting period to assess whether room revenue is confirmed
during the appropriate period.
(3) With respect to new customers and those bringing large amount of income in the current period, implement the external
confirmation of incurred amounts and the balances, and analyzed the authenticity thereof in combination with the collection of
payments and occupancy situation. At the same time, inquire the business information of some customers to further confirm the
authenticity of transactions therewith.
(II) Non-operating income due to write-off of long-term investment and current account
1. Factual description
According to the Proposal on Write-off of Long-term Investments and Current Accounts" resolved at the 12th extraordinary meeting
of the eighth board of directors of the Company and the fifth extraordinary meeting of the eighth board of supervisors of the
Company, and as resolved at the third extraordinary general meeting of shareholders of the Company in 2017, the Company wrote off
original book value of long-term equity investment of RMB 9,716,374.26 in 2017, and provided for the provision for impairment of
RMB 9,716,374.26;wrote off original book value of available-for-sale financial assets of RMB 5,000,000.00, and provided for the
provision for impairment of RMB 5,000,000.00;wrote off a total of 205 sums of accounts receivable with original book value of
RMB80,243,805.62, and provided for the provision for bad debt of RMB80,243,805.62;wrote off a total of 201 sums of accounts
56
司公限有份股心中游旅海东大南海 2017
文全告报度年年
payable with original book value of RMB1,303,540.11. The write-offs resulted in increase in the Company's non-operating income
by RMB1,303,540.11 in 2017.
2. How our audit addressed the matter
(1) We understood the Company's internal control system on write-off of assets and liabilities to judge whether the write-off
process complied with the requirements. We collected relevant resolutions of the meetings of the board of directors and the third
extraordinary general meeting of shareholders and media and website announcements.
(2) For long-term equity investments, available-for-sale financial assets and claims and debts, we traced the original situations and
collected relevant information to verify the authenticity thereof, and verified the relevant information of the investees and the
creditors and debtors through the Enterprise Credit Information Publicity System and the enterprise verification system. Each of the
written-off long-term equity investments, available-for-sale financial assets and claims and debts had aging of more than 5 years.
(3) We noticed that Hainan Dongfang Guoxin Law Firm issued the Legal Opinion on Time Limitation for Proceedings on Part of
Accounts Payable of Hainan Dadonghai Tourism Centre (Holdings) Co., Ltd. in respect of the above-mentioned written-off payables,
in which the law firm believed that the above 201 sums of payables have exceeded the statutory time limitations, and the relevant
creditors have lost their debt recovery right and the right to win. To this end, we conducted necessary communication with Hainan
Dongfang Guoxin Law Firm in respect of the relevant situation on the said write-offs of accounts payable.
IV. Other information
The management of the Company is responsible for the other information. The other information comprises information of the
Company's annual report in 2017, but excludes the financial statements and our auditor's report.
Our opinion on the financial statements does not cover the other information and we do not and will not express any form of
assurance conclusion thereon.
In connection with our audit of the financial statements, our responsibility is to read the other information identified above and, in
doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in
the audit, or otherwise appears to be materially misstated.
If, based on the work we have performed on the other information that we obtained prior to the date of this auditor's report, we
conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report
in this regard.
V. Responsibilities of Management and Those Charged with Governance for the Financial Statements
The Company's management is responsible for preparing the financial statements in accordance with the requirements of Accounting
Standards for Business Enterprises to achieve a fair presentation, and for designing, implementing and maintaining internal control
that is necessary to ensure that the financial statements are free from material misstatements, whether due to frauds or errors.
In preparing the financial statements, management of the Company is responsible for assessing the Company's ability to continue as a
going concern, disclosing matters related to going concern and using the going concern basis of accounting unless management either
intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.
57
司公限有份股心中游旅海东大南海 2017
文全告报度年年
Those charged with governance are responsible for overseeing the Company's financial reporting process.
VI. Auditor's Responsibilities for the Audit of the Financial Statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material
misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high
level of assurance, but is not a guarantee that an audit conducted in accordance with the audit standards will always detect a material
misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the
aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial
statements.
As part of an audit in accordance with ISAs, we exercise professional judgment and maintain professional scepticism throughout the
audit. We also:
(1) Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and
perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for
our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as
fraud may involve collusion, forgery, omissions, misrepresentations, or the override of internal control.
(2) Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the
circumstances.
(3) Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures
made by management of the Company.
(4) Conclude on the appropriateness of using the going concern assumption by the management of the Company, and conclude,
based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant
doubt on the Company's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to
draw attention in our auditor's report to the related disclosures in the financial statements or, if such disclosures are inadequate, to
modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future
events or conditions may cause the Company to cease to continue as a going concern.
(5) Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the
financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
(6) Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the
Company to express an opinion on the financial statements and bear all liability for the opinion.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and
significant audit matters, including any significant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding
independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our
independence, and where applicable, related safeguards.
58
司公限有份股心中游旅海东大南海 2017
文全告报度年年
From the matters communicated with those charged with governance, we determine those matters that were of most significance in
the audit of the financial statements of the current period and are therefore the key audit matters. We describe these matters in our
auditor's report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we
determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be
expected to outweigh the public interest benefits of such communication.
BDO CHINA Shu Lun Pan Certified Public Accountant of China:Zhu Jianqing
Certified Public Accountants LLP
Certified Public Accountant of China:Liu Zebo
Shanghai, China 30 August 2018
II. Financial Statement
Expressed in Renminbi unless otherwise stated
1. Balance sheet
Prepared by HAINAN DADONGHAI TOURISM CENTER (HOLDINGS) CO., LTD.
2017-12-31
In RMB
Item Closing Balance Opening Balance
Current assets:
Monetary funds 9,681,607.16 27,210,248.01
Settlement funds
Lending funds
Financial liability measured by fair value and with variation
reckoned into current gains/losses
Derivative financial liability
Notes receivable
Accounts receivable 594,130.89 690,444.72
Prepayments 49,530.21 58,783.23
Insurance receivable
Reinsurance receivables
Contract reserve of reinsurance receivable
Interest receivable
Dividends receivable
Other receivables 139,561.29 174,103.52
59
司公限有份股心中游旅海东大南海 2017
文全告报度年年
Purchase restituted finance asset
Inventories 227,005.11 219,179.72
Assets held for sale
Non-current assets maturing within one year 1,173,597.68 584,369.42
Other current assets 1,957,863.56 1,876,449.22
Total current assets 13,823,295.90 30,813,577.84
Non-current assets:
Loans and payments on behalf
Available-for-sale financial assets
Held-to-maturity investments
Long-term receivables
Long-term equity investments
Investment real estate 8,859,003.99 9,333,527.55
Fixed assets 39,088,708.83 40,395,680.91
Construction in progress
Project materials
Disposal of fixed assets
Productive biological assets
Oil and natural gas assets
Intangible assets 23,017,636.20 23,830,023.36
Research and development costs
Goodwill
Long-term deferred expenses 2,678,016.88 1,071,343.97
Deferred tax assets
Other non-current assets
Total non-current assets 73,643,365.90 74,630,575.79
Total assets 87,466,661.80 105,444,153.63
Current liabilities
Short-term borrowings
Loan from central bank
Absorbing deposit and interbank deposit
Capital borrowed
Financial liability measured by fair value and with variation
60
司公限有份股心中游旅海东大南海 2017
文全告报度年年
reckoned into current gains/losses
Derivative financial liability
Notes payable
Accounts payable 2,161,172.26 1,967,565.51
Accounts received in advance 1,271,174.12 1,894,524.28
Selling financial asset of repurchase
Commission charge and commission payable
Wage payable 2,459,015.93 2,148,514.36
Taxes payable 539,023.76 582,944.27
Interest payable
Dividend payable
Other accounts payable 2,411,176.59 23,084,504.73
Reinsurance payables
Insurance contract reserve
Security trading of agency
Security sales of agency
Liability held for sale
Non-current liabilities due within 1 year
Other current liabilities
Total current liabilities 8,841,562.66 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 10,331,247.70 31,167,738.19
61
司公限有份股心中游旅海东大南海 2017
文全告报度年年
Owners’ equity:
Share capita 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 reserve
Provision of general risk
Retained profit -341,107,435.91 -343,966,434.57
Total owner’s equity attributable to parent Company 77,135,414.10 74,276,415.44
Minority interests
Total owner’s equity 77,135,414.10 74,276,415.44
Total liabilities and owner’s equity 87,466,661.80 105,444,153.63
Legal Representative: Li Yuanbin
Accounting Principal: Fu Zongren
Accounting Firm’s Principal: Fu Zongren
2. Profit statement
In RMB
Item Current Period Last Period
I. Total operating income 27,906,564.23 21,708,883.51
Including: Operating income 27,906,564.23 21,708,883.51
Interest income
Insurance gained
Commission charge and commission income
II. Total operating cost 27,127,174.49 25,781,573.48
Including: Operating cost 11,139,919.59 10,258,440.62
Interest expense
Commission charge and commission expense
62
司公限有份股心中游旅海东大南海 2017
文全告报度年年
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 1,434,692.20 1,412,039.97
Sales expenses 5,124,503.55 4,931,333.26
Administration expenses 9,665,525.83 9,374,635.91
Financial expenses -249,176.18 -193,645.29
Losses of devaluation of asset 11,709.50 -1,230.99
Add: Changing income of fair value(Loss is listed with “-”)
Investment income (Loss is listed with “-”) 805,825.24 1,390,918.55
Including: Investment income on affiliated Company and
joint venture
Exchange income (Loss is listed with “-”)
Income on disposal of assets (Loss is listed with “-”)
Other income
III. Operating profit (Loss is listed with “-”) 1,585,214.98 -2,681,771.42
Add: Non-operating income 1,303,800.11 69,606.00
Including: Disposal earnings of non-current asset
Less: Non-operating expense 30,016.43 48,887.07
Including: Disposal loss of non-current asset 30,016.43 48,887.07
IV. Total Profit (Loss is listed with “-”) 2,858,998.66 -2,661,052.49
Less: Income tax
V. Net profit (Net loss is listed with “-”) 2,858,998.66 -2,661,052.49
(i) continuous operating net profit (net loss listed with ‘-”)
(ii) termination of net profit (net loss listed with ‘-”)
Net profit attributable to owner’s equity of parent Company 2,858,998.66 -2,661,052.49
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
63
司公限有份股心中游旅海东大南海 2017
文全告报度年年
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 2,858,998.66 -2,661,052.49
Total comprehensive income attributable to owners of parent
2,858,998.66 -2,661,052.49
Company
Total comprehensive income attributable to minority
shareholders
VIII. Earnings per share:
(i) Basic earnings per share 0.0079 -0.0073
(ii) Diluted earnings per share 0.0079 -0.0073
Legal Representative: Li Yuanbin
Accounting Principal: Fu Zongren
Accounting Firm’s Principal: Fu Zongren
3. Cash flow statement
In RMB
64
司公限有份股心中游旅海东大南海 2017
文全告报度年年
Item Current Period Last Period
I. Cash flows arising from operating activities:
Cash received from selling commodities and providing labor services 29,475,377.07 22,525,732.45
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
Insured savings and net increase of 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 4,801.73
Other cash received concerning operating activities 1,082,486.86 584,448.51
Subtotal of cash inflow arising from operating activities 30,557,863.93 23,114,982.69
Cash paid for purchasing commodities and receiving labor service 8,848,190.06 5,520,980.68
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 10,028,995.69 9,341,192.06
Taxes paid 2,678,621.46 2,515,054.34
Other cash paid concerning operating activities 3,874,768.25 2,971,383.59
Subtotal of cash outflow arising from operating activities 25,430,575.46 20,348,610.67
Net cash flows arising from operating activities 5,127,288.47 2,766,372.02
II. Cash flows arising from investing activities:
Cash received from recovering investment 9,000,000.00 9,000,000.00
Cash received from investment income 830,000.00 961,165.05
Net cash received from disposal of fixed, intangible and other long-term
10,550.00 4,929,753.50
assets
Net cash received from disposal of subsidiaries and other units
65
司公限有份股心中游旅海东大南海 2017
文全告报度年年
Other cash received concerning investing activities 29,081.45
Subtotal of cash inflow from investing activities 9,840,550.00 14,920,000.00
Cash paid for purchasing fixed, intangible and other long-term assets 4,186,479.32 1,258,516.27
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
Other cash paid concerning investing activities 19,310,000.00
Subtotal of cash outflow from investing activities 32,496,479.32 10,258,516.27
Net cash flows arising from investing activities -22,655,929.32 4,661,483.73
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
Subtotal of cash outflow from financing activities 19,810,000.00
Net cash flows arising from financing activities
IV. Influence on cash due to fluctuation in exchange rate
V. Net increase of cash and cash equivalents -17,528,640.85 7,427,855.75
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 9,681,607.16 27,210,248.01
66
司公限有份股心中游旅海东大南海 2017 文全告报度年年
Current period
Current Period
Owners’ equity attributable to the parent Company
Provision
Less: Other Minority Total owners’
Other Reasonable Surplus of
Inventory comprehensive Retained profit interests equity
Item equity instrument reserve reserve general
Capital shares income
Share capital risk
reserve
Perpetual
Preferred
capital Other
stock
securities
I. Balance at
the end of the 364,100,000.00 54,142,850.01 -343,966,434.57 74,276,415.44
last year
Add:
Changes of
accounting
policy
Error
correction of
the last period
Enterprise
combine
under the
same control
Other
II. Balance at
364,100,000.00 54,142,850.01 -343,966,434.57 74,276,415.44
the beginning
67
司公限有份股心中游旅海东大南海 2017 文全告报度年年
of this year
III. Increase/
Decrease in
this year 2,858,998.66 2,858,998.66
(Decrease is
listed with “-”)
(i) Total
comprehensive 2,858,998.66 2,858,998.66
income
(ii) Owners’
devoted and
decreased
capital
1.Common
shares
invested by
shareholders
2. Capital
invested by
holders of
other equity
instruments
3. Amount
reckoned into
owners equity
with
share-based
payment
4. Other
(III) Profit
distribution
68
司公限有份股心中游旅海东大南海 2017 文全告报度年年
1. Withdrawal
of surplus
reserves
2. Withdrawal
of general risk
provisions
3. Distribution
for owners (or
shareholders)
4. Other
(IV) Carrying
forward
internal
owners’ equity
1. Capital
reserves
conversed to
capital (share
capital)
2. Surplus
reserves
conversed to
capital (share
capital)
3. Remedying
loss with
surplus reserve
4. Other
(V)
Reasonable
reserve
69
司公限有份股心中游旅海东大南海 2017 文全告报度年年
1. Withdrawal
in the report
period
2. Usage in the
report period
(VI)Others
IV. Balance at
the end of the 364,100,000.00 54,142,850.01 -341,107,435.91 77,135,414.10
report period
4. Statement on Changes of Owners’ Equity
In RMB
Last Period
Last Period
Minority Total owners’
Owners’ equity attributable to the parent Company
interests equity
Item Other
Provision
equity instrument Less: Other
Capital Reasonable Surplus of
Share capital Perpetual Inventory comprehensive Retained profit
Preferred reserve reserve reserve general
capital Other shares income
stock risk
securities
I. Balance at
the end of the 364,100,000.00 54,142,850.01 -341,305,382.08 76,937,467.93
last year
Add:
Changes of
accounting
70
司公限有份股心中游旅海东大南海 2017 文全告报度年年
policy
Error
correction of
the last period
Enterprise
combine under
the same
control
Other
II. Balance at
the beginning 364,100,000.00 54,142,850.01 -341,305,382.08 76,937,467.93
of this year
III. Increase/
Decrease in
this year -2,661,052.49 -2,661,052.49
(Decrease is
listed with “-”)
(i) Total
comprehensive -2,661,052.49 -2,661,052.49
income
(ii) Owners’
devoted and
decreased
capital
1.Common
shares
invested by
shareholders
71
司公限有份股心中游旅海东大南海 2017 文全告报度年年
2. Capital
invested by
holders of
other equity
instruments
3. Amount
reckoned into
owners equity
with
share-based
payment
4 Other
(III) Profit
distribution
1. Withdrawal
of surplus
reserves
2. Withdrawal
of general risk
provisions
3. Distribution
for owners (or
shareholders)
4. Other
(IV) Carrying
forward
internal
owners’ equity
1. Capital
reserves
conversed to
72
司公限有份股心中游旅海东大南海 2017 文全告报度年年
capital (share
capital)
2. Surplus
reserves
conversed to
capital (share
capital)
3. Remedying
loss with
surplus reserve
4. Other
(V)
Reasonable
reserve
1. Withdrawal
in the report
period
2. Usage in the
report period
(VI)Others
IV. Balance at
the end of the 364,100,000.00 54,142,850.01 -343,966,434.57 74,276,415.44
report period
73
司公限有份股心中游旅海东大南海 2017 文全告报度年年
III. Company profile
Hainan Dadonghai Tourism Centre (Holdings) Co., Ltd. (hereinafter referred to as the "Company") is a
standardized company limited by shares established on April 26, 1993 and restructured from Hainan Sanya
Dadonghai Tourism Centre Development Co., Ltd. with the approval of Hainan Shareholding System Pilot Group
office via its Document Qiong Gu Ban Zi [1993] No.11.On May 6, 1996, the Company was reorganized and
separated with the reply of Hainan Securities Management Office by its Document Qiong Zheng Ban [1996]
No.58.On October 8, 1996 and January 28, 1997,the Company was approved to respectively issue 80 million B
shares and 14 million A shares on Shenzhen Stock Exchange and list for sales. On June 20, 2007, the Company
carried out the split share structure reform. The non-tradable shareholders of the Company paid shares to the
tradable shareholders for obtaining the circulation rights, and the tradable shareholders got 3 shares for every 10
shares. The Company belongs to tourism and catering service industry.
As at December 31, 2017, the Company's accumulative total issued capital was 364.1 million shares and the
Company's registered capital was RMB 364.1 million. Legal representative: Li Yuanbin. Unified social credit code:
91460000201357188U.Domicile: Dadonghai, Hedong District, Sanya. Business scope: Accommodation and
catering industry (limited to branches); photography; flower bonsai, knitwear, general merchandise, hardware,
chemical products (except franchised operations), daily necessities, industrial means of production (except
franchised operations), metal materials, machinery equipment; sales of train, bus, vehicle tickets on an agent basis
etc. The Company's largest shareholder is Luoniushan Co., Ltd.
The financial statements were approved by the board of directors of the Company on January 30, 2018 for
disclosure.
As at December 31, 2017, the subsidiaries included into the Company's scope of consolidated financial statements
are as follows:
Name Relationship with the Company
Hainan Dadonghai Tourism Centre (Holdings) Co., Ltd. South
China Hotel (hereinafter referred to as "the South China
Hotel") Branch
IV. Basis of preparation of the financial statements
1.Preparation basis
Based on going concern and according to actually occurred transactions and events, the Company prepared
financial statements in accordance with the Accounting Standards for Business Enterprises — Basic Standards and
the specific accounting standards, Application Guidance to the Accounting Standards for Business Enterprises, the
interpretation of the Accounting Standards for Business Enterprises and other relevant provisions (hereinafter
referred to collectively as the "Accounting Standards for Business Enterprises"), as well as the disclosure
provisions of the Rules for the Compilation and Submission of Information Disclosure by Companies Offering
Securities to the Public No.15 - General Requirements for Financial Reports (Revised in 2014).
2 Going concern
74
司公限有份股心中游旅海东大南海 2017 文全告报度年年
The Company currently has sufficient working capital and normal operating conditions. It is estimated that the
operating activities of the Company will continue in the next 12 months.
v. setamitse gnitnuocca dna seicilop gnitnuocca tnacifingiS
Does the Company need to comply with the disclosure requirement of the special industry
No
Specific accounting policies and estimation attention:
Nil
1. Statement on compliance with the Accounting Standards for Business Enterprises
The financial statements prepared by the Company comply with the requirements of the Accounting Standards for
Business Enterprises, and truly and completely present the financial position, operating results, cash flows of the
Company and other related information.
2. Accounting period
The accounting year is from January 1 to December 31 in calendar year.
3. Operating cycle
The Company's operating cycle is 12 months.
Note: when the operating cycle is different from 12 months, and such opering cycle is the classification standards
for assets and liability mobility, explain the cycle and determination basis.
4. Reporting currency
The Company adopts RMB as its reporting currency.
5. Accounting Treatment Method for Business Combinations (under the same/different control)
6. Preparation method for consolidated financial statement
7. Joint arrangement classification and accounting treatment for joint operations
8. Recognition criteria of cash and cash equivalents
For the purpose of preparing the statement of cash flows, the term “cash” refers to the cash on hand and the
unrestricted deposit of the Company. The term “cash equivalents” refers to short-term (maturing within three
months from acquisition) and highly liquid investments that are readily convertible to known amounts of cash and
which are subject to an insignificant risk of change in value.
9. Foreign currency business and foreign currency statement conversion
Foreign currency transactions will be translated at the spot exchange rate on the transaction date and be accounted
for at RMB.
75
司公限有份股心中游旅海东大南海 2017 文全告报度年年
The balance of foreign currency monetary items are translated at the spot exchange rate on the balance sheet date
and the exchange differences arising therefrom shall be included in the current profit and loss, except those
exchange differences arising from the special borrowings of foreign currency related to the acquired and
constructed assets qualified for capitalization that will be capitalized at the borrowing expenses. Foreign currency
non-monetary items measured at historical costs shall still be converted at the spot exchange rates when the
transactions occur, without changing the functional currency amount. Foreign currency non-monetary items
measured at fair value shall be translated at the spot exchange rates on the day when the fair value is determined.
The exchange difference arising therefrom is included in the current profit and loss or capital reserves.
Note: explain the follow items as the determination of conversion rate while foreign currency trade occurred, the
conversion method for foreign currency monetary items in balance sheet date, the treatment for exchange gains or
losses as well we the accounting treatment for foreign currency statement translation
10. Financial instruments
Financial instruments include financial assets, financial liabilities and equity instruments.
10.1 Classification of financial instruments
Upon initial recognition, financial assets and financial liabilities are classified into: financial assets or financial
liabilities measured at fair value through current profit and loss, including financial assets or financial liabilities
held for trading and financial assets or financial liabilities directly designated to be measured at fair value through
current profit and loss; held-to-maturity investments; receivables; available-for-sale financial assets; and other
financial liabilities, etc.
10.2 Recognition and measurement of financial instruments
(1) Financial assets (financial liabilities) measured at fair value through current profit and loss
Financial assets (financial liabilities) measured at fair value through current profit and loss are initially recognized
at the fair value upon acquisition (net of cash dividends declared but not yet paid or bond interest due but not yet
received) and the related transaction costs are included in current profit and loss.
The interests or cash dividends to be received during the holding period are recognized as investment income.
Change in fair values is included in the current profit and loss at the end of the period.
The difference between the fair value and the initial book-entry value is recognized as investment income upon
disposal; meanwhile, adjustments are made to profits or losses from changes in fair values.
(2) Held-to-maturity investments
Held-to-maturity investments are initially recognized at the sum of the fair value (net of bond interest due but not
yet received) and related transaction costs upon acquisition.
The interest income is calculated and recognized according to amortized costs and effective interest rates (as per
coupon rates if the difference between effective interest rates and coupon rates is small) during the holding period,
and is included in the investment income. The effective interest rates are determined upon acquisition and remain
unchanged during the expected remaining period, or a shorter period if applicable.
Upon disposal, the difference between the purchase price obtained and the book value of the investment is
76
司公限有份股心中游旅海东大南海 2017 文全告报度年年
recognized in investment income.
(3) Receivables
For creditor’s rights receivable arising from external sales of goods or rendering of service by the Company and
other creditor's rights of other enterprises (excluding liability instruments quoted in an active market) held by the
Company, including accounts receivable, other receivables, notes receivable, prepayment and others, the initial
recognition amount shall be the contract price or agreement price receivable from purchasing party; for those with
financing nature, they are initially recognized at their present values.
Upon recovery or disposal, the difference between the purchase price obtained and the book value of the
receivables is recognized in current profit and loss.
(4) Available-for-sale financial assets
Financial assets (financial liabilities) measured at fair value through current profit and loss are initially recognized
at the fair value and related transaction expenses upon acquisition (net of cash dividends declared but not yet paid
or bond interest due but not yet received).
The interests or cash dividends to be received during the holding period are recognized as investment income. The
interest or cash dividends should be measured at fair value and their changes in fair value should be included in
other comprehensive income. However, for an equity instrument investment that has no quoted price in an active
market and whose fair value cannot be reliably measured, and for derivative financial asset linked to the said
equity instrument investment and settled by delivery of the same equity instrument, they shall be measured at cost.
Difference between the proceeds and the book value of the financial assets is recognized as investment profit or
loss upon disposal; meanwhile, amount of disposal corresponding to the accumulated change in fair value which
is originally and directly included in other comprehensive income shall be transferred out and recognized as
investment gains or losses.
(5) Other financial liabilities
Other financial liabilities are initially recognized at the sum of fair value and transaction expenses, and
subsequently measured at amortized costs. Subsequent measurement is conducted at the amortized cost.
10.3 Recognition and measurement of transfer of financial assets
When a financial assets transfer occurs, the financial assets will be derecognized when substantially all the risks
and rewards on the ownership of the financial assets have been transferred to the transferee; and they will not be
derecognized if substantially all the risks and rewards on the ownership of the financial assets have been retained.
When determining whether the transfer of a financial asset meets the above de-recognition criteria of financial
assets, the Company adopts the principle of substance over form. The Company classifies the transfer of a
financial asset into the entire transfer and the partial transfer of financial asset. Where the entire transfer of the
financial asset meets the de-recognition conditions, the difference of the following two amounts will be included
in current profit and loss:
(1) The book value of the transferred financial asset;
(2) The sum of the consideration received from the transfer and the accumulated amount of the changes in fair
value originally and directly included in owners’ equity (the situation where the financial asset transferred is an
available-for-sale financial asset is involved in).
77
司公限有份股心中游旅海东大南海 2017 文全告报度年年
If the partial transfer of financial asset satisfies the criteria for de-recognition, the entire book value of the
transferred financial asset shall be split into the derecognized and recognized part according to their respective fair
value and the difference between the amounts of the following two items shall be included in the current profit
and loss:
(1) The book value of the derecognized part;
(2) The sum of the consideration for the derecognized part and the portion of de-recognition corresponding to
the accumulated amount of the changes in fair value originally and directly included in owners’ equity (the
situation where the financial asset transferred is an available-for-sale financial asset is involved in).
If the transfer of financial assets does not meet the de-recognition criteria, the financial assets shall continue to be
recognized, and the consideration received will be recognized as a financial liability.
10.4 De-recognition criteria of financial liabilities
Where the present obligations of financial liabilities have been discharged in whole or in part, the financial
liability is derecognized or any part thereof will be derecognized; if the Company signs an agreement with
creditors to replace the existing financial liabilities by undertaking new financial liabilities, and the new financial
liabilities are substantially different from the existing ones in terms of contract terms, the existing financial
liabilities will be derecognized, and at the same time, the new financial liability will be recognized.
Where substantive changes are made to the contract terms of existing financial liability in whole or in part, the
existing financial liabilities or part thereof will be derecognized, and the financial liability the terms of which have
been modified will be recognized as a new financial liability.
Where financial liabilities are derecognized is whole or in part, the difference between the book value of the
financial liabilities derecognized and the consideration paid (including non-cash assets transferred out or new
financial liabilities borne) will be included into current profit and loss.
Where the Company repurchases part of a financial liability, the entire book value of the financial liability shall be
split into the derecognized part and continuously-recognized part according to their respective relatively fair
values on the repurchase date. The difference between the book value of the derecognized part and the
consideration paid (including non-cash assets transferred out or new financial liabilities assumed) shall be
included in the current profit and loss.
10.5 Method of determining the fair value of financial assets and financial liabilities
The fair value of a financial instrument, for which there is an active market, is the prices quoted for it therein. Fair
value of a financial instrument having no active market shall be determined by using valuation techniques. At the
time of valuation, the Company adopts the techniques that are applicable in the current situation and supported by
enough available data and other information, selects the input values that are consistent with the features of assets
or liabilities as considered by market participants in relevant asset or liability transactions, and gives priority to
use relevant observable inputs. The unobservable inputs are used only under the circumstance when it is
impossible or unobservable inputs to obtain relevant observable inputs.
10.6 Testing and accounting methods of impairment of financial assets (excluding receivables)
Except for the financial assets measured at fair values through current profit and loss, the book value of financial
assets on the balance sheet date should be checked. If there is objective evidence that a financial asset is impaired,
78
司公限有份股心中游旅海东大南海 2017 文全告报度年年
provision for impairment shall be made.
(1)Impairment provision for available-for-sale financial assets:
If the fair value of available-for-sale financial assets has significantly declined at the end of the period, or it is
expected that the trend of decrease in value is non-temporary after considering various relevant factors, the
impairment shall be recognized, and accumulated losses from decreases in fair value originally and directly
included in owners’ equity shall be all transferred out and recognized as impairment loss.
For available-for-sale debt instruments whose impairment losses have been recognized, if their fair values rise in
the subsequent accounting period and such rise is objectively related to the matters occurring after the recognition
of impairment loss, the previously recognized impairment loss shall be reversed and recorded into the current
profit and loss.
Impairment losses on available-for-sale equity instruments shall not be reversed through profit or loss.
(2) Impairment provision for held-to-maturity investments:
Measurement of impairment losses on held-to-maturity investments is treated in accordance with the measurement
method for impairment losses on receivables.
11. Accounts receivable
(1) Account receivable with individually significant amount and with bad debt provision accrual
independently
Basis and standard for "individually Top 5 accounts receivable and other receivables by individual amount at the end of the
significant" year
The Company will separately conduct an impairment test on an individual basis and the
allowance for bad debts will be made at the lower of the present value of the expected
Methods for provision for bad debts of future cash flow and the book value thereof and included in current profit and loss. Those
receivables with individually significant do not impair after the separate test shall be included into corresponding portfolio for
amount: provision for bad debts. If separate test indicates that there is impairment of receivables,
they shall not be included the receivables portfolio with similar risk credit characteristics
for an impairment test.
(2) Receivables with bad debt provision accrual by credit portfolio:
Portfolio Methods for provision for bad debts
Aging analysis
Receivables provided for bad debts on a portfolio basis
Provisions for bad debts made by aging analysis method are as follows:
√ Applicable □ Not applicable
Aging Provision ratio for receivables Proportion ratio for other receivables
Within 1 year (inclusive) 0.00% 0.00%
79
司公限有份股心中游旅海东大南海 2017 文全告报度年年
1-2 years 5.00% 5.00%
2-3 years 15.00% 15.00%
3-4 years 25.00% 25.00%
4-5 years 50.00% 50.00%
Over 5 years 100.00% 100.00%
In combination, withdrawal proportion of bad debt provision based on balance proportion
□ Applicable √ Not applicable
In combination, withdrawal proportion of bad debt provision based on other methods:
□ Applicable √ Not applicable
(3) Accounts receivable with individually insignificant amounts and individual allowance for bad debt
Reasons for separate At the end of the year, there are objective evidences showing that the individual balances below
provision of allowance for top five are impaired; for example, the debtor is dissolved, bankrupts or dies, and therefore the
bad debts receivables cannot be recovered after the bankruptcy property or the estate is repaid.
if there is an objective evidence that the impairment on receivables has occurred, such
receivables shall be separated from relevant portfolio to conduct impairment test separately,
Provision method of
based on which the impairment losses are recognized.
allowance for bad debts
Receivables other than accounts receivable and other receivables are subject to impairment
provision by using the specific identification methods.
12. Inventories
Does the Company need to comply with the disclosure requirement of the special industry
No
1. Classification
Inventories are classified into: raw materials, stock commodities, low-cost consumables, good materials, fuel, etc.
2. Valuation method of inventories dispatched
Stock commodity is accounted for at the selling price and the difference between the purchase and sale prices are
adjusted on a monthly basis by using the integrated price difference rate. The purchase and storage of all materials
of inventories is measured at actual cost, and by using the first-in first-out method when applied for use. Low-cost
consumables are amortized at lump-sum method when applied for use.
3. Determining basis of the net realizable value of inventories and method for inventory impairment
provision
After the comprehensive inventory count at the end of the period, provisions for inventory depreciation reserve are
made or adjusted at the lower of their costs or net realizable values.
For merchandise inventories for direct sale, including stock commodities, goods in progress and materials for sale,
during normal operations, their net realizable values are recognized at the estimated selling prices minus the
estimated selling expenses and the relevant taxes and surcharges; for material inventories held for production,
80
司公限有份股心中游旅海东大南海 2017 文全告报度年年
their net realizable values are recognized at the estimated selling prices of finished goods minus estimated costs
until completion, estimated selling expenses and relevant taxes and surcharges.
The provisions for inventory depreciation reserve are made on an individual basis at the end of the period; for
inventories with large quantities and relatively low unit prices, the provisions for inventory depreciation reserve
are made on a category basis. For inventories related to the product portfolios manufactured and sold in the same
area, and of which the final usage or purpose is identical or similar thereto, and which is difficult to separate from
other items for measurement purposes, the provisions for inventory depreciation reserve are made on a portfolio
basis.
Where the previous factors affecting the written-down of the value of inventory have disappeared, the amount of
write-down shall be resumed and be reversed from the original provision for inventory devaluation with the
reversal being included in current profit and loss.
4. Inventory system
The perpetual inventory system is adopted for accounting.
5.Amortization methods for low-cost consumables and packaging materials
(1) Low-cost consumables are amortized at lump-sum method;
(2) Packaging materials: lump-sum write-off method.
13. Assets held for sale
14. Long-term equity investments
1. Judgment criteria for common control and significant influence
Joint control refers to the control shared over an arrangement in accordance with the relevant stipulations, and the
decision-making of related activities of the arrangement should not be made before the party sharing the control
right agrees the same. Where the Company exercises joint control over the investee together with other parties to
the joint venture and enjoys the right on the investee's net assets, the investee is a joint venture of the Company.
81
司公限有份股心中游旅海东大南海 2017 文全告报度年年
Significant influence refers to the power to participate in making decisions on the financial and operating policies
of an enterprise, such as appointing representative to the board of directors or similar organs of authority of the
investee, but not the power to control the investee, or jointly control, the formulation of such policies with other
parties. Where an investor is able to have significant influences on an investee, the investee shall be the
Company's associate.
2. Determining of initial investment cost
(1) Long-term equity investment acquired from business combination
Business combination under the common control: if the Company pays a consideration to the combinee in cash,
by transferring non-cash assets or by assuming debts, the share of book value of its owners' equity in the combinee
in the consolidated financial statements of the ultimate controlling party shall be regarded, on the merger date, as
the initial investment cost of the long-term equity investment. If there is a difference between the initial
investment cost of the long-term equity investment and the total of book values of the paid cash, transferred
non-cash assets and of assumed debts as well as the face value of issued share, the difference shall be used to
adjust the share premium in the capital reserve; and if the share premium in the capital reserve is insufficient to be
offset, retained earnings shall be adjusted.
In case the Company can exercise control over the investee under common control for additional investment or
other reasons, the initial investment cost of long-term equity investments is recognized at the share of book value
of net asset of the acquiree after the combination in the consolidated financial statements of the ultimate controller
on the combination date. The stock premium should be adjusted at the difference between the initial investment
cost of long-term equity investments on the combination date and the book value of long-term equity investments
before the combination plus the book value of consideration paid for additional shares; if there is no sufficient
stock premium for write-downs, the retained earnings are adjusted.
Business combination not under the common control: the Company recognizes the combination cost determined
on the combination date as the initial cost of long-term equity investments. Where the Company can control the
investee not under common control from additional investments, the initial investment cost should be changed to
be accounted for under the cost method and recognized at the sum of the book value of equity investments
originally held and newly increased investment cost. Under business combination not under the common control,
the auditing, legal services, consulting and other intermediary fees and other related administrative expenses for
business combination will be included into current profit and loss upon occurrence; the transaction costs for the
issuance of equity securities or debt securities shall be included into the initial recognition amount of equity
securities or debt securities.
(2) Long-term equity investments obtained by other means
For long-term equity investments acquired from making payments in cash, the initial cost is the actually paid
purchase cost.
For long-term equity investments acquired from issuance of equity securities, the initial investment cost is the fair
value of the issued equity securities.
82
司公限有份股心中游旅海东大南海 2017 文全告报度年年
If the exchange of non-monetary assets has commercial substance and the fair values of assets traded out and
traded in can be measured reliably, the initial cost of long-term equity investment traded in with non-monetary
assets are determined based on the fair values of the assets traded out and the relevant taxes and surcharges
payable unless there is any conclusive evidence that the fair values of the assets traded in are more reliable; if the
exchange of non-monetary assets does not meet the above criteria, the book value of the assets traded out and the
relevant taxes and surcharges payable are recognized as the initial cost of long-term equity investment traded in.
For long-term equity investment acquired from debt restructuring, the initial cost is determined based on the fair
value.
3. Subsequent measurements and recognition of gain or loss
(1) Long-term equity investment under cost method
Long-term equity investments in subsidiaries are accounted for under the cost method. Except for the actual price
paid for acquisition of investment or the cash dividends or profits contained in the consideration which have been
declared but not yet distributed, the Company recognizes the investment income in the current year at the cash
dividends or profits declared by the investee.
(2) Long-term equity investment accounted for in the equity method
The Company's long-term equity investments in associates and joint ventures are accounted for by using the
equity method. If the initial cost is more than the share of the fair value of the investee' identifiable net asset to
which the Company shall be entitled when investing, the initial cost of the long-term equity investment will not be
adjusted. If the initial cost of a long-term equity investment is less than the share of the fair value of the investee's
identifiable net asset to which the Company shall be entitled when investing, the difference shall be included in
the current profit or loss.
The Company respectively recognizes the investment income and other comprehensive income according to the
shares of net profit or loss and other comprehensive income realized by the investee that should enjoyed or
assumed by the Company, and adjusts the book value of long-term equity investment; according to the profit
declared to be distributed by the investee or the part shall be enjoyed cash dividends calculation, to reduce the
book value of long-term equity investment correspondingly; for other changesin owners' equity excepting for ex
all profit or loss of the investee, other comprehensive income and profit distribution, the book value of long-term
equity investment shall be adjusted and included in the owners' equity.
When recognizing the share of net profit or loss of the investee that the Company shall enjoy, based on fair value
of various identifiable assets and others of the investee on acquisition and according to accounting policies and
accounting periods of the Company, the Company shall recognize such share after making adjustments to net
profit of the investee. When holding the investment, the investee should prepare the consolidated financial
statements, it shall account for the investment income based on the net profit, other comprehensive income and
the changes in other owner's equity attributable to the investee.
83
司公限有份股心中游旅海东大南海 2017 文全告报度年年
The Company shall write off the part of incomes from internal unrealized transactions between the Company and
associates and joint ventures which are attributable to the Company according to the corresponding ratio and
recognize the profit and loss on investments on such basis. Where the losses from internal transactions between
the Company and the investee fall into the scope of assets impairment loss, the full amount of such losses should
be recognized. For transactions on investments or sales of assets between the Company and associates and joint
ventures, where such assets constitute business, they should be accounted for according to the relevant policies.
When the Company recognizes its share of loss incurred to the investee, treatment shall be done in the following
sequence: firstly, the book value of the long-term equity investment shall be reduced; secondly, where the book
value thereof is insufficient to cover the share of losses, investment losses are recognized to the extent of book
value of other long-term equities which form net investment in the investee in substance and the book value of
long term receivables shall be reduced. Finally, after all the above treatments, if the Company is still responsible
for any additional liability in accordance with the provisions stipulated in the investment contracts or agreements,
provisions are recognized and included into current investment loss according to the obligations estimated to
undertake. An investing party shall recognize the net loss incurred by the invested entity until the book value of
the long-term equity investment and other long-term interests which substantially form the net investment in the
invested entity are reduced to zero, unless the investing party is obliged to undertake extra losses. If the invested
entity realizes any net profit later, the investing party shall, after the amount of its attributable share of profits
offsets its attributable share of the unrecognized losses, resume recognizing its attributable share of profits.
(3) Disposal of long-term equity investments
For disposal of long-term equity investments, the difference between the book value and the actual price shall be
included into the current profit or loss.
Where a long-term equity investment is accounted for under the equity method, accounting treatment should be
made on the part which is originally included in other comprehensive income according to corresponding ratio by
using the same basis for the investee to directly dispose of the relevant assets or liabilities when the investments
are disposed of. Owner's equity recognized from the investee's changes in other owner's equity other than net
profit or loss, other comprehensive income and profit distribution should all transferred to the current profit and
loss in proportion.
In case the joint control or significant influence over the investee is lost for disposing part of equity investments or
other reasons, the remaining equity will be changed to be accounted for according to the recognition and
measurement principles of financial instruments. The difference between the fair value and the book value on the
date of the loss of joint control or significant influence should be included in the current profit and loss. As to
other comprehensive income recognized based on measurement of the original equity investment under the equity
method, accounting treatment shall be made on the same basis as would be required if the investee had directly
84
司公限有份股心中游旅海东大南海 2017 文全告报度年年
disposed of the assets or liabilities related thereto when measurement under the equity method is terminated.
Owner's equity recognized from the investee's changes in other owner's equity other than net profit or loss, other
comprehensive income and profit distribution should all transferred to the current profit and loss when the equity
method confirmed is no longer adopted.
Where the Company loses the control over the investee due to disposal of partial equity investments or other
reasons, when it prepares separate financial statements, the remaining equity after disposal that can jointly control
or have significant influence on the investee will be measured at the equity method, and the remaining equity
should be deemed to have been adjusted at equity method on acquisition;
If the remaining equity after disposal cannot exercise joint control or significant influence on the investee, such
investments should be accounted for according to the provisions on the recognition and measurement of financial
instruments and the difference between fair value and book value on the date of loss of the control should be
included in the current profit and loss.
Where the disposed equities are acquired by the enterprise combination due to the reasons such as additional
investment, the remaining equities after the disposal are calculated based on the cost method or equity method in
preparing the individual financial statements, and other comprehensive income and other owners' equity
recognized because of the equity method adopted for the calculation of the equity investment held prior to the
purchase date are carried forward in proportion; the remaining equities after the disposal are changed to be made
in accordance with the relevant provisions in the recognition and measurement criteria of financial instruments
while other comprehensive income and other owners' equity are carried forward in full.
15. Investment property
Measurement mode
Measured by cost method
Depreciation or amortization method
Investment properties are properties to earn rentals or for capital appreciation or both. Examples include land
leased out under operating leases, land held for long-term capital appreciation, buildings leased out under
operating leases, (including buildings that have been constructed or developed for future lease out under operating
leases, and buildings that are being constructed or developed for future lease out under operating leases).
The Company measures the existing investment properties by using the cost model. For investment property
measured by using the cost model, the buildings for lease shall be depreciated by using policies the same as used
for fixed assets of the Company, and the land use rights for lease shall be amortized by using the same policies as
applicable to intangible assets.
85
司公限有份股心中游旅海东大南海 2017 文全告报度年年
16. Fixed assets
(1) Recognition criteria of fixed assets
Fixed assets refer to the tangible assets held for the purpose of producing commodities, rendering services, renting
or business management with useful lives exceeding one year. Fixed assets are recognized when they
simultaneously meet the following conditions:
(1) It is probable that the economic benefits relating to the fixed assets will flow into the Company; and
(2) The costs of the fixed asset can be measured reliably.
(2) Depreciation method of fixed assets
Yearly depreciation
Asset type Depreciation method Year for depreciation Residual value rate
rate
Houses and buildings Straight-line method 20-40 5 4.75-2.37
Mechanical equipment Straight-line method 8-20 5 11.87-4.75
Entertainment
Straight-line method 5-16 5 19-5.93
equipment
Transportation
Straight-line method 7-12 5 13.57-7.91
equipment
Other equipment Straight-line method 8 5 11.87
(3) Reorganization basis, valuation and depreciation method for financial lease assets
17. Construction in progress
Does the Company need to comply with the disclosure requirement of the special industry
No
The book-entry values of the fixed assets are stated at total expenditures incurred before reaching working
condition for their intended use. For construction in progress that has reached working conditions for its intended
use but for which the completion of settlement has not been handled, it shall be transferred into fixed assets at the
estimated value according to the project budget, construction price or actual cost, etc. from the date when it
reaches the working conditions for its intended use. The fixed assets shall be depreciated in accordance with the
Company’s policy on fixed asset depreciation. Adjustment shall be made to the originally and provisionally
estimated value based on the actual cost after the completion of settlement is handled, but depreciation already
provided will not be adjusted.
18. Borrowing costs
1. Recognition principles of capitalization of borrowing costs
86
司公限有份股心中游旅海东大南海 2017 文全告报度年年
Borrowing costs include the interest of borrowings, the amortization of discount or premium, auxiliary expenses,
exchange differences incurred by foreign currency borrowings, etc.
The borrowing costs incurred to the Company and directly attributable to the acquisition and construction or
production of assets eligible for capitalization should be capitalized and recorded into relevant asset costs; other
borrowing costs should be recognized as costs according to the amount incurred and be included into the current
profit and loss.
Assets eligible for capitalization refer to fixed assets, investment property, inventories and other assets which may
reach their intended use or sale status only after long-time acquisition and construction or production activities.
Borrowing costs may be capitalized only when all the following conditions are met at the same time:
(1) Asset disbursements, which include those incurred by cash payment, the transfer of non-cash assets or the
undertaking of interest-bearing debts for acquiring and constructing or producing assets eligible for capitalization,
have already been incurred;
(2) Borrowing costs have already been incurred;
(3) Purchase, construction or manufacturing activities that are necessary to prepare the assets for their
intended use are in progress.
2. Capitalization period of borrowing costs
Capitalization period refers to the period from commencement of capitalization of borrowing costs to its cessation;
period of suspension for capitalization is excluded.
Capitalization of borrowing costs should cease when the acquired and constructed or produced assets eligible for
capitalization have reached the working condition for their intended use or sale.
When some projects among the acquired and constructed or produced assets eligible for capitalization are
completed and can be used separately, the capitalization of borrowing costs of such projects should be ceased.
If all parts of the acquired and constructed or produced assets are completed but the assets cannot be used or sold
externally until overall completion, the capitalization of borrowing costs should be ceased at the time of overall
completion of the said assets.
3. Period of suspension for capitalization
If the acquisition and construction or production activities of assets eligible for capitalization are abnormally
interrupted and such condition lasts for more than three months, the capitalization of borrowing costs should be
suspended; if the interruption is necessary procedures for the acquired, constructed or produced assets eligible for
capitalization to reach the working conditions for its intended use or sale, the borrowing costs continue to be
capitalized. Borrowing costs incurred during the interruption are recognized as the current profit and loss and
continue to be capitalized until the acquisition, construction or production of the asset restarts.
4. Calculation of capitalization amount of borrowing costs
As for special borrowings borrowed for acquiring and constructing or producing assets eligible for capitalization,
borrowing costs of special borrowing actually incurred in the current period less the interest income of the
borrowings unused and deposited in bank or return on temporary investment should be recognized as the
capitalization amount of borrowing costs.
As for general borrowings used for acquiring and constructing or producing assets eligible for capitalization, the
87
司公限有份股心中游旅海东大南海 2017 文全告报度年年
interest of general borrowings to be capitalized should be calculated by multiplying the weighted average of asset
disbursements of the part of accumulated asset disbursements exceeding special borrowings at end of each month
by the capitalization rate of used general borrowings. The capitalization rate is calculated by weighted average
interest rate of general borrowings.
As for borrowings with discount or premium, the to-be-amortized discount or premium in each accounting period
should be recognized by effective interest rate method, and the interest for each period should be adjusted.
19. Biological assets
20. Oil-and-gas assets
21. Intangible assets
(1) Valuation method, useful lives and impairment
1 ．．．．
Valuation method of intangible assets
(1) The Company initially measures intangible assets at cost on acquisition;
The costs of externally purchased intangible assets include purchase prices, relevant taxes and surcharges and
other directly attributable expenditures incurred to prepare the assets for their intended use. If the payment for an
intangible asset is delayed beyond the normal credit conditions and it is of the financing nature, the cost of the
intangible asset shall be determined on the basis of the current value of the purchase price.
For an intangible asset obtained in debt restructuring by a debtor for the settlement of relevant liability, the
book-entry value shall be initially recognized based on the fair value of the intangible asset. Difference between
the book value of restructured debts and the fair value of the intangible asset used for debt off-set shall be
included in the current profit or loss;
On the premise that non-monetary assets trade is of commercial nature and the fair value of the assets traded in or
out can be measured reliably, the intangible assets traded in with non-monetary assets should be recognized at the
fair value of the assets traded out, unless any unambiguous evidence indicates that the fair value of the assets
traded in is more reliable; as to the non-monetary assets trade not meeting the aforesaid premise, the book value of
the assets traded out and related taxes and surcharges payable should be recognized as the cost of the intangible
assets, with gains or losses not recognized.
For intangible assets acquired from business combination under common control, the initial book value are
initially recognized at the book value of the combinee; for intangible assets acquired from business combination
not under common control, the initial book value are initially recognized at the fair value.
Costs of intangible assets developed internally and independently include: the costs of materials and labor services
used to develop the intangible assets, the registration fee, the amortization of other patents and franchise used in
the process of development, the interest expenses meeting the condition for capitalization, and other direct
expenses for preparing the intangible assets for their intended use.
88
司公限有份股心中游旅海东大南海 2017 文全告报度年年
(2) Subsequent measurement
The useful lives of the intangible assets are analyzed and determined on their acquisition.
For intangible assets with definite useful lives, the Company shall adopt the straight-line method for amortization
within the period during which they can bring economic benefits to the Company; where the period during which
they can bring economic benefits to the Company cannot be forecast, those intangible assets shall be deemed as
assets with indefinite lives and no amortization will be made.
2. Estimates of useful lives of intangible assets with definite useful lives
Item Estimated useful lives Basis
Land use rights 50 years Use term for the land use right title
The useful life and amortization method of intangible assets with limited useful life are reviewed at the end of
each period.
Upon review, the useful lives and amortization method of the intangible assets as at the end of the year were not
different from those estimated before.
3. Judgment basis for intangible assets with indefinite useful lives
As at the balance sheet date, the Company has no intangible assets with indefinite useful lives.
Note: explain the measurement of intangible assets. Explain the estimation condition for use of life, while the intangible assets have
limited service life. If the intangible assets have uncertain use of life, explain the judgment basis and procedures for use of life
(2) Accounting policy of internal R&D expenditures
22. Impairment of long-term assets
For the long-term equity investments, investment properties, fixed assets, construction in progress, intangible
assets, and other long-term assets measured at cost model, if there are signs of impairment, an impairment test will
be conducted on the balance sheet date. If impairment test results indicate that the recoverable amounts of the
assets are lower than their book value, the provision for impairment is made based on the differences, which are
recognized as impairment losses. The recoverable amounts of intangible assets are the higher of their fair values
less costs to sell and the present values of the future cash flows expected to be derived from the assets. The assets
impairment provision is calculated and made on an individual basis. If it is difficult for the Company to estimate
the recoverable amount of the individual asset, the recoverable amount of an asset group to which the said asset
belongs to will be determined. Asset group is the minimum combination of assets that can independently generate
cash inflows.
After the losses from asset impairment are recognized, they are not reversed in subsequent periods.
23. Long-term deferred expenses
Long-term deferred expenses refer to various expenses which have been already incurred but will be born in the
reporting period and in the future with an amortization period of over one year.
1. Amortization method
Long-term deferred expenses are evenly amortized over the beneficial period
2. Amortization period
89
司公限有份股心中游旅海东大南海 2017 文全告报度年年
Item Amortization period
Hotel exterior decoration 4 年
Fire stairs renovation 4 年
C FLOOR ROOM RENOVATION 5 年
Villa renovation 5 年
Swimming pool renovation 5 年
24. Employee compensation
(1) Accounting method for short-term compensation
During the accounting period when employees serve the Company, the actual short-term compensation is
recognized as liabilities and included in current profit and loss or costs associated with assets.
The appropriate amount of employee compensation payable will be determined during the accounting period
when the employees provide services for the Company based on the medical insurance, work injury insurance and
maternity insurance and other social insurance and housing fund paid by the Company for employees, as well as
trade union funds and employee education funds withdrawn according to provisions at the accrual basis and
accrual ratio.
The employee benefits in the non-monetary form shall be measured at fair value.
(2) Accounting method for post-employment benefits
Where the Company cannot unilaterally withdraw the dismissal welfare offered in view of the cancellation of the
labor relation plan or the layoff proposal, or recognizes the cost or expenses as to the restructuring involving the
payment of dismissal welfare (whichever is earlier), the employee compensation arising from the dismissal
welfare should be recognized as the liabilities and charged to the current profit or loss.
(3) Accounting method for dismiss welfare
The Company will pay basic old-age insurance and unemployment insurance in accordance with relevant
provisions of the local government for employees. During the accounting period when they provide services for
the Company, the amount payable will be calculated at the basis and proportion specified by local authorities,
recognized as a liability and charged into current profit and loss or costs associated with assets.
(4) Accounting method for other long-term employee welfare
25. Estimated liabilities
When the Company is involved in litigation, debt guarantees, loss-making contract, reorganization matters, if such
90
司公限有份股心中游旅海东大南海 2017 文全告报度年年
matters are likely to be satisfied by delivery of assets or provision of services in the future and the amount can be
measured reliably, they shall be recognized as estimated liabilities.
1. Recognition criteria for estimated liabilities
When an obligation relating to a contingency meets all the following conditions at the same time, it is recognized
as an estimated liability:
(1) Such obligation is a present obligation of the Company;
(2) The performance of such obligation may well cause outflows of economic benefits from the Company; and
(3) The amount of such obligation can be measured reliably.
2. Measurement method of estimated liabilities
The estimated liabilities of the Company are initially measured as the best estimate of expenses required for the
performance of relevant present obligations.
When the Company determines the best estimate, it should have a comprehensive consideration of risks with
respect to contingencies, uncertainties and the time value of money. If the time value of money is significant, the
best estimates will be determined after discount of relevant future cash outflows.
The best estimates shall be treated as follows in different circumstances:
If there is continuous range (or interval) for the necessary expenses, and probabilities of occurrence of all the
outcomes within this range are equal, the best estimates will be determined at the average amount of upper and
lower limits within the range.
If there is no continuous range (or interval) for the necessary expenses, or probabilities of occurrence of all the
outcomes within this range are unequal despite such a range exists, in case that the contingency involves a single
item, the best estimate shall be determined at the most likely outcome; if the contingency involves two or more
items, the best estimate should be determined according to all the possible outcomes with their relevant
probabilities.
When all or part of the expenses necessary for the settlement of estimated liabilities of the Company are expected
to be compensated by a third party, the compensation shall be separately recognized as an asset only when it is
virtually certain to be received. The compensation recognized shall not exceed the book value of the estimated
liabilities.
26. share-based payment
Nil
27. Other financial instrument as preferred stock and perpetual bond etc.
Nil
91
司公限有份股心中游旅海东大南海 2017 文全告报度年年
28. Revenue
Does the Company need to comply with the disclosure requirement of the special industry
Nil
1. Recognition and measurement principles for revenues from sale of goods
(1) General recognition and measurement principles for revenue from sales of goods
Income from sales of goods is recognized when the Company has transferred to the buyer the significant risks and
rewards of ownership of the goods; the Company retains neither continuous management rights associated with
ownership of the goods sold nor effective control over the goods sold; the relevant amount of income can be
measured reliably; it is highly likely that the economic benefits associated with the transaction will flow into the
Company; and the relevant amount of cost incurred or to be incurred can be measured reliably.
(2) Recognition criteria and time of revenue from sale of goods of the Company
In the provision of hotel housing services at the same time, the Company provides goods to customers and will
prepare daily sales list after confirming with the Rooms Department and the hotel front desk. Based on the sales
list, the finance department confirms that the major risks and rewards of ownership of the goods have been
transferred to the customer and then the sales revenue is recognized.
2. Recognition and measurement principles of revenue from rendering of service
(1) For the hotel rooms, catering (breakfast) and other services to be provided by the Company, after they are
provided, and the Company checks with the sales department and the front check, the Company will prepare the
daily sales reports and accounts receivable list to the finance department, which will review the same, after which,
the revenue will be recognized.
(2) For the revenue from restaurants and venues contracted out, they will be recognized in accordance with the
period stipulated in the contract or agreement and the collection timing.
3. Recognition basis for revenue from transfer of right to use assets
When the economic benefit related to the transaction is probably to flow into the Company and the relevant
revenue can be reliably measured, the revenue from transfer of the asset use right is determined as follows: the
revenue from transferring use right of assets shall be recognized based on the following circumstances:
(1) The amount of interest income is determined based on the time and effective interest rate for others to use
the monetary funds of the Company.
(2) The amount of revenue from usage is determined based on the charging time and method as agreed in
relevant contract or agreement.
29. Government subsidies
(1) Judgment criteria and accounting method for government subsidies related to assets
Set off the book value of related assets or be recognized as deferred income. Government subsidies related to
assets are recognized as deferred income to be evenly distributed over the useful lives of the relevant assets and
92
司公限有份股心中游旅海东大南海 2017 文全告报度年年
shall be recorded in current profit or loss by stages in a reasonable and systematic manner. Government subsidies
measured in nominal amounts, are directly included in current profits and losses.
Where relevant assets are sold, transferred, scraped or damaged before the end of their lives, balance of the
unallocated deferred income is transferred to the current profit and loss on asset disposal.
(2) Judgment criteria and accounting method for government subsidies related to income
1) To be used as compensation for future costs, expenses or losses are recognized as deferred income and are
recorded in current profits and losses or used to write off the related costs where the relevant costs, expenses or
losses are recognized.
2) To be used to compensate the related costs, expenses or losses incurred by the Company are directly
included in current profit and loss or used to write off the related costs.
3) Accounting treatment will be conducted for government subsidies that at the same time include those
associated with assets and income by different parts: if it is difficult to distinguish, they will be deemed as
government subsidies associated with income.
30. Deferred income tax assets and deferred income tax liabilities
Deferred income tax assets are recognized for deductible temporary differences to the extent that it shall not
exceed the taxable income probably obtained in future period to be against the deductible temporary difference.
Taxable temporary differences are recognized as deferred tax liabilities except in special circumstances.
Special circumstances in which deferred assets or deferred tax liabilities cannot be recognized include: the initial
recognition of goodwill; other transactions or matters excluding business combinations, which affect neither
accounting profits nor the taxable income (or deductible losses) when occurred.
When the Company has the statutory right to do settlement with the net amounts, and has the intention to do so or
the recovery of assets and the settlement of liabilities are achieved simultaneously, the Company shall present its
current income tax assets and current income tax liabilities at the net amounts as the result of one offsetting
another.
When the Company has the legal right for netting of current income tax assets and current income tax liabilities
and the income tax assets and income tax liabilities are related to the income tax levied on the same taxpayer by
the same tax administrative department or are related to different taxpayers but, within each future period of
reversal of important income tax assets and income tax liabilities, the taxpayers involved intend to settle current
income tax assets and current income tax liabilities or acquire assets and liquidate liabilities at the same time, the
Company's income tax assets and income tax liabilities shall be presented at the net amount after the offset.
93
司公限有份股心中游旅海东大南海 2017 文全告报度年年
31. Lease
(1) Accounting treatment of operating lease
1. Accounting treatment of assets leased
The rental fees paid for the asset leased by the Company will be amortized over the entire lease term without
deducting rent-free period according to the straight-line method and included in the expenses for the current
period. The initial direct costs related to the lease transactions paid by the Company are recorded in the current
expenses.
When the lessor bears the lease related expenses which shall be undertook by the Company, the Company shall
deduct this part of the expense from the rent and amortize the net amount over the lease term and charge into
current costs or expenses.
2. Accounting treatment of leasing-out assets
Lease fees received by the Company from leasing assets shall be amortized at straight-line method over the whole
lease period including rent-free period, and shall be recognized as lease income. Initial direct costs relating to
lease transactions incurred by the Company shall be recognized as the current expenses; if the amounts are
material, they shall be capitalized and included in the current income on the same basis as the recognition of lease
income.
When the Company bears the lease related expenses which should be undertook by the lessee, the Company shall
deduct this part of expense from the rent income, and amortize the net amount over the lease term.
(2) Accounting treatment of finance lease
32. Other principal accounting policies and accounting estimates
33. Changes to principal accounting policies and accounting estimates
(1) Changes in principal accounting policies
√ Applicable □ Not applicable
Changes of accounting policies and reasons Approval procedures Note
The Accounting Standards for Business Enterprises No.16 - Government Subsidies (Cai Kuai [2017] The
No.15) issued and revised by the Ministry of Finance have been implemented by enterprises adopting above-mentio
the Accounting Standards for Business Enterprises since June 12, 2017; therefore, for the government ned changes in
subsidies on January 1, 2017, the prospective application method shall apply for their accounting N/A accounting
treatment; the Accounting Standards for Business Enterprises No.42 - Held-for-sale Non-current policies have
Assets and Disposal Group and Termination of Operation issued by the Ministry of Finance in 2017 no impacts on
have been implemented by enterprises adopting the Accounting Standards for Business Enterprises those figures
94
司公限有份股心中游旅海东大南海 2017 文全告报度年年
since May 28, 2017; therefore, for the held-for-sale non-current assets and disposal group and listed in the
termination of operation existing on the implementation date, the prospective application method Company’s
shall be applied for accounting treatment. On December 25, 2017, the Ministry of Finance issued the financial
Circular of the Ministry of Finance on Revising the Format of General Financial Statements (Cai statements
Kuai [2017] No.30), which revised the format of general financial statements, and applied to the
financial statements in 2017 and afterwards.
(2) Changes in principal accounting estimates
□ Applicable √ Not applicable
34. Other
VI. Taxation
1. Major tax types and tax rates
Taxes Basis for tax assessment Tax rate
Output VAT is calculated based on taxable sales revenue and service revenue
Value added 5%, 6%, 11% and
calculated in accordance with tax laws and VAT payable or taxable sales revenue
tax(VAT) 17%
shall be the difference after deducting the input VAT deductible in the same period
Urban
maintenance and Levied based on VAT payable 7%
construction tax
Enterprise
Levied based on taxable income 25%
income tax
Business tax Levied based on the taxable business income 5%
Education surtax Levied based on VAT payable 3%
Local educational
Levied based on VAT payable 2%
surcharge
Housing property Remaining value after deducting 30% from the original value of the house
1.2%, 12%
tax (including the occupied land price) and rental income
Land use tax Land area
Disclose reasons for different taxpaying body
Nil
2. Tax preference
3. Other
VII. Notes to the items of financial statements
95
司公限有份股心中游旅海东大南海 2017 文全告报度年年
1. Monetary Fund
In RMB/CNY
Item Ending balance Beginning balance
Cash on hand 264,156.33 273,523.86
Bank deposits 9,417,450.83 26,936,724.15
Total 9,681,607.16 27,210,248.01
Other explanation: Nil
Remark: there are no amounts restricted for use due to mortgage or freeze, deposited in overseas institutions, and have potential risk
in recovery.
2. Financial assts measured by fair value and with its variation reckoned into current gains/losses
Nil
3. Derivative financial assets
□ Applicable √ Not applicable
4. Note receivable
Nil
5. Accountsreceivable
(1) Disclosure of account receivables by category
In RMB/CNY
Ending balance Beginning balance
Book balance Provision for bad debt Book balance Provision for bad debt
Category
Book value Provisi Book value
Proportio Provisio Proportio
Amount Amount Amount Amount on
n n ratio n
ratio
Accounts
receivable
with
significan
100.00
t single 1,466,400.49 50.22% 1,466,400.49
%
amount
subject to
provision
for bad
96
司公限有份股心中游旅海东大南海 2017 文全告报度年年
debts on a
single
basis
Accounts
receivable
with
provision 52.50
662,651.14 100.00% 68,520.25 10.34% 594,130.89 1,453,566.38 49.78% 763,121.66 690,444.72
for bad %
debts
based on
portfolios
76.35
Total 662,651.14 100.00% 68,520.25 10.34% 594,130.89 2,919,966.87 100.00% 2,229,522.15 690,444.72
%
Account receivable with single significant amount and withdrawal bad debt provision separately at period-end:
□ Applicable √ Not applicable
In the portfolio, accounts receivable with the allowance for bad debts made under the aging analysis method:
√ Applicable □ Not applicable
In RMB/CNY
Ending balance
Aging
Accounts receivable Provision for bad debt Provision proportion
Within 1 year
Subtotal within 1 year 572,263.34
1-2 years 785.00 39.25 5.00%
2-3 years 18,633.00 2,794.95 15.00%
3-4 years 3,397.00 849.25 25.00%
4-5 years 5,472.00 2,736.00 50.00%
Over 5 years 62,100.80 62,100.80 100.00%
Total 662,651.14 68,520.25
Explanation on combination determines:
In combination, withdrawal proportion of bad debt provision based on balance proportion for account receivable
□ Applicable √ Not applicable
In combination, withdrawal proportion of bad debt provision based on other methods for account receivable:
Nil
(2) Provision, reversal or recovery of provision for bad debts in 2017
The provision for bad debts amounts to RMB15, 211.00 in 2017; re-versal or recovery of provision for bad debts amounts to RMB
97
司公限有份股心中游旅海东大南海 2017 文全告报度年年
Including major re-versal or recovery of provision for bad debts amounts to RMB in the period: Nil
(3) Accounts receivable actually written off in 2017
In RMB/CNY
Item Written-off amount
Accounts receivable 2,176,212.90
Including major receivables written-off:
In RMB/CNY
Nature of
Written-off Reasons for Write-off procedures Whether it is due to the
Name of entity accounts
amount written-off performed related party transactions
receivable
Approval of the board
Power supply Room and of directors and the
775,304.98 Irrecoverable No
company meal charge general meeting of
shareholders
Approval of the board
Room and of directors and the
HMIT 464,563.21 Irrecoverable No
meal charge general meeting of
shareholders
Approval of the board
Room and of directors and the
Southern Cross 124,879.98 Irrecoverable No
meal charge general meeting of
shareholders
Approval of the board
Sanya Municipal
Room and of directors and the
Party Committee 101,652.32 Irrecoverable No
meal charge general meeting of
Reception Office
shareholders
Approval of the board
Hainan Baoping Room and of directors and the
46,798.32 Irrecoverable No
Travel Agency meal charge general meeting of
shareholders
Approval of the board
Other 157 Room and of directors and the
663,014.09 Irrecoverable No
companies meal charge general meeting of
shareholders
Total -- 2,176,212.90 -- -- --
Explanation:
In accordance with the “Plan of Underwriting Long-term Investment and Intercourse Funds”, deliberated and
approved by 12th extraordinary meeting of 8th BOD held on 25 October 2017 and the 3rd extraordinary general
shareholders meeting dated 10 November 2017, the long-term equity investment, which have totally provision
previsous year, and the financial assets availabel for sale and some of the creditors rights are been wirtten off in
98
司公限有份股心中游旅海东大南海 2017 文全告报度年年
the period. Meanwhile, part of the long-term unpayable are underwirtten. Among the account underwirtten, the
long-term equtiy investment amounted as 9,716,374.26 Yuan, financial assets availabel for sale amounted as
5,000,000.00 Yuan, account receivable amounted as 2,176,212.90 Yuan, other receivables amounted as
78,067,592.72 Yuan, account payables amounted as 375,553.60 Yuan, account received in advance amounted as
251,057.21 Yuan and other payables amounted as 676,929.30. Non-operating revenue arising from the
underwiritng amounted as 1,303,540.11 Yuan.
(4) Top five accounts receivable in terms of ending balance collected by the debtor
Relationship with the Book Proportion in total amount of
Name of entity Aging
Company balance(RMB) accounts receivable (%)
Shanghai Hecheng International Non-related party 280,668.00 Within 1 year 42.36
Travel Service Co., Ltd.
Luoniushan Co., Ltd. Non-consolidated 166,412.00 Within 1 year 25.11
related party
Guangzhou Institute of Design Non-related party 38,980.00 Over 5 years 5.88
Tianjin Watermelon Tourism Limited Non-related party 33,072.94 Within 1 year 4.99
Liability Company
Yilong Network Information Non-related party 25,581.00 Within 1 year 3.86
Technology Co., Ltd.
Total 544,713.94 82.20
(5) Account receivable derecognition due to financial assets transfer
Nil
(6) Assets and liabilities resulted by account receivable transfer and continues involvement
Nil
6. Advances to suppliers
(1) Advances to suppliers presented by aging
In RMB/CNY
Ending balance Beginning balance
Aging
Amount Proportion Amount Proportion
Within 1 year 49530.21 100.00% 58783.23 100.00%
1-2 years
2-3 years
99
司公限有份股心中游旅海东大南海 2017 文全告报度年年
Over 3 years
Total 49530.21 -- 58783.23 --
Explanation on reasons of failure to settle on important advance payment with age over one year:
Nil
(2) Top five advances to suppliers in terms of the ending balance collected by the prepaid object
Prepaid object Ending balance Proportion in total ending balance of advance to
(RMB) suppliers (%)
China Post Group Corporation Sanya Branch 10,800.00 21.80
Sinopec Petrochemical Sales Co., Ltd. Hainan 10,098.85 20.39
Sanya Branch
Hangzhou Xiruan Technology Co., Ltd. 10,062.90 20.32
Sanya Daily 9,729.73 19.64
Sunshine Property Insurance Co., Ltd. Hainan 8,838.73 17.85
Branch
Total 49,530.21 100.00
7. Interest receivable
Nil
8. Dividend receivable
Nil
9. Other receivables
(1) Other receivables disclosed by category
In RMB/CNY
Ending balance Beginning balance
Provision for bad Provision for bad
Book balance Book balance
debt debt
Category Book Book
Provisi
value Provision value
Proport Amoun on Amo Proport
Amount Amount proportio
ion t proport unt ion
n
ion
Other receivables 77,36
98.85 77,363,
with significant 3,143 100.00%
% 143.31
single amount and .31
100
司公限有份股心中游旅海东大南海 2017 文全告报度年年
individual
allowance for bad
debts
Other receivables
with provision for 100.00 21,147. 13.16 139,56 903,2 729,098 174,103.
160,709.19 1.15% 80.72%
bad debts based on % 90 % 1.29 02.33 .81 52
portfolio
78,26
100.00 21,147. 13.16 139,56 100.00 78,092, 174,103.
Total 160,709.19 6,345 99.78%
% 90 % 1.29 % 242.12 52
.64
Other receivables with insignificant single amount but with individual provision for bad debts at period-end
□ Applicable √ Not applicable
Other receivables with provision for bad debts made by aging analysis method in portfolios:
√ Applicable □ Not applicable
In RMB/CNY
Ending balance
Aging
Other receivables Provision for bad debt Provision proportion
Within 1 year
Subtotal within 1 year 139,111.29
3-4 years 600.00 150.00 25.00%
Over 5 years 20,997.90 20,997.90 100.00%
Total 150,709.19 21,147.90 14.03%
Explanations on combination determine:
In combination, withdrawal proportion of bad debt provision based on balance proportion for other account receivable:
□ Applicable √ Not applicable
In combination, withdrawal proportion of bad debt provision based on other methods for other account receivable:
□ Applicable √ Not applicable
(2) Provision, reversal or recovery of provision for bad debts in 2017
The provision for bad debts in 2017 amounted to RMB-3,501.50.reversal or recovery of provision for bad debts amounted to RMB
Including major amount reversal or recovery: Nil
(3) Other receivables actually written off in 2017
In RMB/CNY
Item Written-off amount
Other receivables 78,067,592.72
Including major written-off other receivables:
101
司公限有份股心中游旅海东大南海 2017 文全告报度年年
In RMB/CNY
Whether it is
Write-off
Nature of other Written-off Reasons for due to the
Name of entity procedures
receivables amount written-off related party
performed
transactions
Approval of the
board of
Hainan Dadonghai Tourism Arrears and litigation Irrecoverab directors and
54,767,945.15 Yes
Company advances le the general
meeting of
shareholders
Approval of the
Dividends to be
board of
recovered due to
94-98 dividends distributed Irrecoverab directors and
punishment by the China 16,899,000.00 Yes
in cash le the general
Securities Regulatory
meeting of
Commission
shareholders
Approval of the
board of
Contract revenue
Irrecoverab directors and
HMIT originally falsely 4,145,704.16 Yes
le the general
included
meeting of
shareholders
Approval of the
board of
Guangdong Jinma Tourism Dividends receivable Irrecoverab directors and
1,200,494.00 No
Co., Ltd. and interest thereon le the general
meeting of
shareholders
Approval of the
board of
Shareholders custodian Irrecoverab directors and
Shareholders custodian fees 350,000.00 No
fees le the general
meeting of
shareholders
Approval of the
board of
Consumption amounts Irrecoverab directors and
Other 36 companies 704,449.41 No
and deposits le the general
meeting of
shareholders
Total -- 78,067,592.72 -- -- --
Explanation: Nil
102
司公限有份股心中游旅海东大南海 2017 文全告报度年年
(4) Classification of other receivables by the nature of payment
In RMB/CNY
Nature of Payment Book balance as at December 31, 2017 Book balance as at January 1, 2017
Current accounts between original
54,767,945.15
related entities
Contract profit receivable 4,145,704.16
Declared dividends receivable 16,899,000.00
Equity transaction amount 1,200,494.00
Deposit 600.00 563,818.99
Custody fee advances 350,000.00
Other current accounts 23,114.20
Petty cash 49,281.48 78,772.22
Water and electricity expenses 70,809.03 164,165.49
Shared amounts 30,500.00
Social insurance and housing provident
40,018.68 37,831.43
funds
Project funds 3,700.00
Deposit for invoices 1,300.00
Total 160,709.19 78,266,345.64
(5) Top 5 other receivables at ending balance by arrears party
Nil
(6) Account receivables related to government subsidies
Nil
(7) Other receivable for termination of confirmation due to the transfer of financial assets
Nil
(8) The amount of assets and liabilities that are transferred other receivable and continued to be involved
Nil
10. Inventories
Whether the Company needs to comply with disclosure requirement of real estate industry
No
103
司公限有份股心中游旅海东大南海 2017 文全告报度年年
(1) Classification of inventory
In RMB/CNY
Ending balance Beginning balance
Item Provision for Provision for
Book balance Book value Book balance Book value
price decline price decline
Stocked
880,621.58 735,181.58 145,440.00 876,822.10 742,966.17 133,855.93
materials
Stock
22,771.38 11,102.41 11,668.97 22,771.38 11,102.41 11,668.97
commodities
Food and
45,640.74 45,640.74 52,660.42 52,660.42
beverage
Fuel 24,255.40 24,255.40 20,994.40 20,994.40
Total 973,289.10 746,283.99 227,005.11 973,248.30 754,068.58 219,179.72
Does the Company comply with the disclosure requirement of “Information Disclosure Guidelines of Shenzhen Stock Exchange
No.4 – Listed Companies Engaged in Seed Industry and Planting Business” or not
(2) Provision for inventory depreciation
In RMB/CNY
Increase in 2017 Decrease in 2017
Category of Beginning
Ending balance
inventories balance Reversal or
Provision Others Others
write-off
Raw materials 742,966.17 7,784.59 735,181.58
Stock
11,102.41 11,102.41
commodities
Total 754,068.58 7,784.59 746,283.99
(3) Explanation on capitalization of borrowing costs at ending balance of inventory
(4) Assets completed without unsettlement from construction contract at period-end
Nil
11. Assets held for sale
Nil
12. Non-current assets maturing within one year
In RMB/CNY
104
司公限有份股心中游旅海东大南海 2017 文全告报度年年
Item Ending balance Beginning balance
Long-term unamortized expenses
1,173,597.68 584,369.42
amortized within one year
Total 1,173,597.68 584,369.42
Other explanation: Hotel exterior repair, and transformation of guest rooms, swimming pools and others
13. Other current assets
In RMB/CNY
Item Ending balance Beginning balance
Prepaid enterprise income tax 1,702,702.80 1,702,702.80
Input tax to be deducted 255,160.76 173,746.42
Total 1,957,863.56 1,876,449.22
Other explanation: nil
14. Available-for-sale-financial assets
(1) Available-for-sale financial assets
In RMB/CNY
Ending balance Beginning balance
Item Book Provision for Provision for
Book value Book balance Book value
balance impairment impairment
Available-for-sale
5,000,000.00 5,000,000.00
equity instruments:
Measured at cost 5,000,000.00 5,000,000.00
Total 5,000,000.00 5,000,000.00
(2) Available-for-sale financial assets measured at fair value at December 31, 2017
Nil
))))3333(((( Available-for-sale financial assets measured at cost at December 31, 2017
In RMB/CNY
Book balance Provision for impairment
P Incre Sharehold Cash
Incre Peri ing ratio dividen
Investee Period Decrease in e Period ase Decrease in in the d in
ase in od-
beginning 2017 r beginning in 2017 investee 2017
2017 end
i 2017
105
司公限有份股心中游旅海东大南海 2017 文全告报度年年
o
d
-
e
n
d
Shenzhen Difu
Investment
5,000,000.00 5,000,000.00 5,000,000.00 5,000,000.00 14.28%
Development
Co., Ltd.
Total 5,000,000.00 5,000,000.00 5,000,000.00 5,000,000.00 --
(4) Changes of impairment in Period
Nil
(5) where the fair value of equity instruments available for sale drops significantly or not contemporarily at
period-end, without impairment provision is made
Nil
15. Investment held-to-maturity
(1) Details of investment held-to-maturity
In RMB/CNY
Ending balance Beginning balance
Item Book Provision for
Book value Book balance v Book value
balance impairment
Hubei Jingsha
Dadonghai Club 4,566,207.42 4,566,207.42
Co., Ltd.
Sanya Shun’an
Entertainment 5,150,166.84 5,150,166.84
Center
Total 9,716,374.26 9,716,374.26
106
司公限有份股心中游旅海东大南海 2017 文全告报度年年
(2) Major investment held-to-maturity at period-end
nil
(3) Investment held-to-maturity re-classify in the period
Other explanation
In accordance with the “Plan of Underwriting Long-term Investment and Intercourse Funds”, deliberated and approved by 12th
extraordinary meeting of 8th BOD held on 25 October 2017 and the 3rd extraordinary general shareholders meeting dated 10
November 2017, the long-term equity investment, which have totally provision previsous year, and the financial assets availabel for
sale and some of the creditors rights are been wirtten off in the period. Meanwhile, part of the long-term unpayable are underwirtten.
Among the account underwirtten, the long-term equtiy investment amounted as 9,716,374.26 Yuan, financial assets availabel for sale
amounted as 5,000,000.00 Yuan, account receivable amounted as 2,176,212.90 Yuan, other receivables amounted as 78,067,592.72
Yuan, account payables amounted as 375,553.60 Yuan, account received in advance amounted as 251,057.21 Yuan and other
payables amounted as 676,929.30. Non-operating revenue arising from the underwiritng amounted as 1,303,540.11 Yuan.
16. Long-term receivables
Nil
17. Long-term equity investment
Nil
18. Investment property
(1) Investment properties measured at cost
√ Applicable □ Not applicable
In RMB/CNY
Buildings and Construction in
Item Land use rights Total
constructions process
1. Original book value
1.Beginning
18,856,504.44 5,662,740.59 24,519,245.03
balance
2.Increase in 2017
(1) Purchase
(2) Transfer
from inventories/fixed
assets/construction in
process
(3) Increase from
107
司公限有份股心中游旅海东大南海 2017 文全告报度年年
business combinations
3.Decrease in
2017
(1) Disposal
(2) Other
transfer-out
4.Ending balance 18,856,504.44 5,662,740.59 24,519,245.03
II. Accumulated
depreciation and
accumulated
amortization
1.Beginning
9,771,216.42 2,107,046.45 11,878,262.87
balance
2.Increase in 2017 418,183.56 56,340.00 474,523.56
(1) Provision or
418,183.56 56,340.00 474,523.56
amortization
3.Decrease in
2017
(1) Disposal
(2) Other
transfer-out
4.Ending balance 10,189,399.98 2,163,386.45 12,352,786.43
III. Provision for
impairment
1.Beginning
1,404,400.47 1,903,054.14 3,307,454.61
balance
2.Increase in 2017
(1) Provision
3. Decrease in
2017
(1) Disposal
(2) Other
108
司公限有份股心中游旅海东大南海 2017 文全告报度年年
transfer-out
4.Ending balance 1,404,400.47 1,903,054.14 3,307,454.61
IV. Book value
1. Closing book
7,262,703.99 1,596,300.00 8,859,003.99
value
2. Opening book
7,680,887.55 1,652,640.00 9,333,527.55
value
(2) Investment real estate measured by fair value
□ Applicable √ Not applicable
(3) Investment real estate without property certification held
Nil
19. Fixed assets
))))1111(((( Fixed assets details
In RMB/CNY
Houses and Mechanical Transportation Electronic
Item Other equipment Total
buildings equipment equipment equipment
I. Original book value:
1.Beginning balance 136,564,783.15 13,141,471.00 2,091,322.77 2,585,268.92 1,703,389.45 156,086,235.29
2.Increase in 2017 224,718.67 138,461.54 253,752.14 258,270.53 623,373.72 1,498,576.60
(1) Purchase 224,718.67 138,461.54 253,752.14 258,270.53 623,373.72 1,498,576.60
(2) Transfer from
construction in process
(3) Increase from
business combinations
3.Decrease in 2017 220,096.00 266,875.00 486,971.00
(1) Disposal or scrap 220,096.00 266,875.00 486,971.00
4.Ending balance 136,789,501.82 13,279,932.54 2,345,074.91 2,623,443.45 2,059,888.17 157,097,840.89
II. Accumulated
depreciation
109
司公限有份股心中游旅海东大南海 2017 文全告报度年年
1.Beginning balance 68,185,246.92 9,092,676.08 1,252,935.70 2,111,146.45 1,447,909.80 82,089,914.95
2.Increase in 2017 2,135,104.65 278,374.63 162,863.22 110,942.10 88,247.65 2,775,532.25
(1) Provision 2,135,104.65 278,374.63 162,863.22 110,942.10 88,247.65 2,775,532.25
3.Decrease in 2017 209,312.76 247,641.81 456,954.57
(1) Disposal or
209,312.76 247,641.81 456,954.57
scrap
4.Ending balance 70,320,351.57 9,371,050.71 1,415,798.92 2,012,775.79 1,288,515.64 84,408,492.63
III. Provision for
impairment
1.Beginning balance 31,072,788.17 2,527,851.26 33,600,639.43
2.Increase in 2017
(1) Provision
3.Decrease in 2017
(1) Disposal or scrap
4.Ending balance 31,072,788.17 2,527,851.26 33,600,639.43
IV. Book value
1. Ending book value 35,396,362.08 1,381,030.57 929,275.99 610,667.66 771,372.53 39,088,708.83
2. Opening book
37,306,748.06 1,520,943.66 838,387.07 474,122.47 255,479.65 40,395,680.91
value
(2)Temporarily idle fixed assets
Nil
(3) Fixed assets acquired by financing lease
Nil
(4) Fixed assets acquired by operating lease
Nil
110
司公限有份股心中游旅海东大南海 2017 文全告报度年年
(5) Certificate of title un-completed
Nil
20. Construction in progress
(1) Construction in progress
In RMB/CNY
Ending balance Beginning balance
Item Book Impairmen Impairment
Book value Book balance Book value
balance t provision provision
C FLOOR ROOM
RENOVATION
Villa renovation
Swimming pool
renovation
C/F SIGHTSEEING
ELEVATOR SHAFT
PROJECT
High-pressure metering
cabinet
A/F fire stairs renovation
project
(2) Major construction in progress changed in the period
In RMB/CNY
B E
e n Proporti
Accu
gi d on of Includin
mulate Capital
n i accumul g:
B Transfer into d ization
ni n ative capitaliz
u Transfer into long-term Project capital rate of Sourc
Item n g project ation
d Increase in 2017 fixed assets in deferred progres ization the es of
Name g b investme amount
g 2017 expenses in s amoun interes funds
b al nts in of the
et 2017 t of t of
al a the interest
interes 2017
a n budget in 2017
t
n c (%)
ce e
C FLOOR
ROOM 961,729.74 961,729.74 100% Other
RENOVATION
111
司公限有份股心中游旅海东大南海 2017 文全告报度年年
Villa renovation 1,598,774.11 1,598,774.11 100% Other
Swimming pool
299,959.04 299,959.04 100% Other
renovation
C/F
SIGHTSEEING
ELEVATOR 166,485.00 166,485.00 100% Other
SHAFT
PROJECT
High-pressure
46,800.00 46,800.00 100% Other
metering cabinet
A/F fire stairs
renovation 68,542.72 68,542.72 100% Other
project
Total 3,142,290.61 213,285.00 2,929,005.61 -- -- --
(3) The provision for impairment of construction in progress
Nil
21. Engineering material
Nil
22. Disposal of fixed assets
Nil
23. Productive biological asset
(1) Measured by cost
□ Applicable √ Not applicable
(2) Measured by fair value
□ Applicable √ Not applicable
24. Oil and gas assets
□ Applicable √ Not applicable
112
司公限有份股心中游旅海东大南海 2017 文全告报度年年
25. Intangible assets
(1) Intangible assets
In RMB/CNY
Non-patents
Item Land use rights Patent right Total
technology
I. Original book value
1.Beginning balance 81,653,137.15 81,653,137.15
2.Increase in 2017
(1) Purchase
(2) Internal research
and development
(3) Increase from
business combinations
3.Decrease in 2017
(1) Disposal
4.Ending balance 81,653,137.15 81,653,137.15
II. Accumulated
amortization
1.Beginning balance 30,382,276.95 30,382,276.95
2.Increase in 2017 812,387.16 812,387.16
(1) Provision 812,387.16 812,387.16
3.Decrease in 2017
(1) Disposal
4.Ending balance 31,194,664.11 31,194,664.11
III. Provision for
impairment
1.Beginning balance 27,440,836.84 27,440,836.84
2.Increase in 2017
(1) Provision
113
司公限有份股心中游旅海东大南海 2017 文全告报度年年
3.Decrease in 2017
(1) Disposal
4.Ending balance 27,440,836.84 27,440,836.84
IV. Book value
1. Ending book value 23,017,636.20 23,017,636.20
2. Opening book value 23,830,023.36 23,830,023.36
Ratio of the intangible assets from internal R&D in balance of intangible assets at period-end was.
(2) Land use rights without certificate of ownership
Nil
26. Development expenditure
Nil
27. Goodwill
(1) Original book value of goodwill
Nil
(2) Goodwill depreciation reserves
Nil
28. Long-term deferred expenses
In RMB/CNY
Amortization in
Item Beginning balance Increase in 2017 Other decreased Ending balance
2017
Hotel exterior
1,071,343.97 584,369.42 584,369.42 584,369.42 486,974.55
decoration
Fire stairs
68,542.72 5,711.88 17,135.68 45,695.16
renovation
Swimming pool
299,959.04 14,997.95 59,991.81 224,969.28
renovation
C FLOOR ROOM
961,729.74 48,086.48 192,345.95 721,297.31
RENOVATION
Villa renovation 1,598,774.11 79,938.71 319,754.82 1,199,080.58
114
司公限有份股心中游旅海东大南海 2017 文全告报度年年
Total 1,071,343.97 3,513,375.03 733,104.44 1,173,597.68 2,678,016.88
Other explanation: Nil
29. Deferred income tax assets and deferred income tax liabilities
Nil
30. Other non-current assets
Nil
31. Short-term loans
(1) Types of short-term loans
Nil
(2) Overdue short-term loans without payment
Nil
32. Financial liability measured by fair value and with its variation reckoned into current gains/losses
Nil 无
33. Derivative financial liability
□ Applicable √ Not applicable
34. Notes payable
Nil
35. Accounts payable
(1) Presentation of accounts payable by aging
In RMB/CNY
Item Ending balance Beginning balance
Within 1 year (inclusive) 2,026,871.12 856,048.21
1-2 years (including 2 years) 199,317.78
2-3 years (including 3 years) 334,316.59
Over 3 years 134,301.14 577,882.93
115
司公限有份股心中游旅海东大南海 2017 文全告报度年年
Total 2,161,172.26 1,967,565.51
(2) Major payables with over one year account age
Whether it is
Amount Reasons for Write-off procedures due to the
Companies Nature
written-off written-off performed related party
transactions
Approval of the board of
Feiying Advertisement
Advertising fees 70,000.00 Unpayable directors and the general No
Company
meeting of shareholders
Central air Approval of the board of
Yuexin Technology Company
conditioning 56,204.00 Un-payable directors and the general No
in Tianhe District, Guangzhou
repair costs meeting of shareholders
Central air Approval of the board of
Hainan Lvleng Environmental
conditioning 40,000.00 Un-payable directors and the general No
Engineering Co., Ltd.
repair costs meeting of shareholders
Sanya Kaida Electrical Approval of the board of
Air conditioning
Installation Engineering 16,262.00 Un-payable directors and the general No
repair costs
Company meeting of shareholders
Approval of the board of
Guangzhou Huashang Suigang Costs of purchase
15,622.50 Un-payable directors and the general No
Equipment Co., Ltd. of goods
meeting of shareholders
Costs of agent Approval of the board of
Other 50 sums of amounts
sales of 177,465.10 Un-payable directors and the general No
written off
commodities meeting of shareholders
Total 375,553.60
In accordance with the “Plan of Underwriting Long-term Investment and Intercourse Funds”, deliberated and
approved by 12th extraordinary meeting of 8th BOD held on 25 October 2017 and the 3rd extraordinary general
shareholders meeting dated 10 November 2017, the long-term equity investment, which have totally provision
previsous year, and the financial assets availabel for sale and some of the creditors rights are been wirtten off in
the period. Meanwhile, part of the long-term unpayable are underwirtten. Among the account underwirtten, the
long-term equtiy investment amounted as 9,716,374.26 Yuan, financial assets availabel for sale amounted as
5,000,000.00 Yuan, account receivable amounted as 2,176,212.90 Yuan, other receivables amounted as
78,067,592.72 Yuan, account payables amounted as 375,553.60 Yuan, account received in advance amounted as
251,057.21 Yuan and other payables amounted as 676,929.30. Non-operating revenue arising from the
underwiritng amounted as 1,303,540.11 Yuan.
116
司公限有份股心中游旅海东大南海 2017 文全告报度年年
Hainan Dongfang Guoxin Law Firm issued the Legal Opinion on Time Limitation for Proceedings on Part of
Accounts Payable of Hainan Dadonghai Tourism Centre (Holdings) Co., Ltd. in respect of the above-mentioned
written-off payables, in which the law firm believed that the above 201 sums of payables have exceeded the
statutory time limitations, and the relevant creditors have lost their debt recovery right and the right to win.
36. Advances from customers
(1) Presentation of advances from customers
In RMB/CNY
Item Ending balance Beginning balance
Room and meal charge 1,271,174.12 601,642.54
Total 1,271,174.12 601,642.54
(2) Significant advances from customers with aging more than one year
In RMB/CNY
Reasons for failure of repayment or
Item Ending balance
carry-forward
Guangzhou Nanbu Holiday International Travel
101,244.00 Unsettled
Service Co., Ltd. Sanya Branch
PEGAS ZHENG QINGBO 32,243.02 Unsettled
Hainan Qiongzhong Ecological Investment
27,519.00 Unsettled
Guarantee Co., Ltd.
Sanya Public Security Fire Brigade 19,420.88 Unsettled
Tianhong Group Wuzhizhou Project Department 9,894.00 Unsettled
Total 190,320.90 --
(2) Projects settlement without unfinished at period-end from construction contract
Details of written-off advances from customers:
Nature of Whether it is due to
Written-off Reasons for Write-off procedures
Name of entity accounts the related party
amount (RMB) written-off performed
receivable transactions
Beijing Hualu
Xinchen Room charge received/ Approval of the board of
Room and
Management 30,540.00 not pressing for directors and the general No
meal charge
Consultants payment meeting of shareholders
Limited
Haikou Tourism Room and Room charged Approval of the board of
16,563.00 No
Company Sanya meal charge overpaid / not pressing directors and the general
117
司公限有份股心中游旅海东大南海 2017 文全告报度年年
Branch for payment meeting of shareholders
Room charge received/ Approval of the board of
Room and
Tiange Media 16,136.00 not pressing for directors and the general No
meal charge
payment meeting of shareholders
Room charged Approval of the board of
Room and
Ou Xin’en 9,900.00 overpaid / not pressing directors and the general No
meal charge
for payment meeting of shareholders
Room charge received/ Approval of the board of
Room and
Huang Meijun 9,030.00 not pressing for directors and the general No
meal charge
payment meeting of shareholders
Room and Room charge received/ Approval of the board of
Other 109
meal charge 168,888.21 not pressing for directors and the general No
companies
etc. payment meeting of shareholders
251,057.21
37. Employee compensation payable
(1) Classification of employee compensation payable
In RMB/CNY
Beginning
Item Increase in 2017 Decrease in 2017 Ending balance
balance
I. Short-term compensation 2,148,514.36 11,327,332.60 11,016,831.03 2,459,015.93
II. Post-employment benefits -
959,762.24 959,762.24
defined contribution plans
Total 2,148,514.36 12,287,094.84 11,976,593.27 2,459,015.93
(2) Short-term compensation
In RMB/CNY
Beginning
Item Increase in 2017 Decrease in 2017 Ending balance
balance
1. Salary, bonus, allowance and
1,299,545.99 8,991,213.87 8,817,187.04 1,473,572.82
subsidies
2. Employee welfare 1,435,569.87 1,435,569.87
3. Social insurance premiums 446,351.07 446,351.07
Including: Medical insurance
400,502.18 400,502.18
premiums
Work-related injury insurance
20,172.08 20,172.08
premiums
118
司公限有份股心中游旅海东大南海 2017 文全告报度年年
Maternity insurance premiums 25,676.81 25,676.81
4. Housing provident funds 139,505.32 139,505.32
5. Labor union funds and
848,968.37 314,692.47 178,217.73 985,443.11
employee education funds
Total 2,148,514.36 11,327,332.60 11,016,831.03 2,459,015.93
(3) Presentation of defined contribution plan
In RMB/CNY
Item Beginning balance Increase in 2017 Decrease in 2017 Ending balance
1. Basic endowment
932,432.88 932,432.88
premiums
2. Unemployment
27,329.36 27,329.36
insurance premium
Total 959,762.24 959,762.24
Other explanation: nil
38. Taxes payable
In RMB/CNY
Item Ending balance Beginning balance
Value added tax(VAT) 222,989.34 228,923.41
Individual income tax 1.14
Urban maintenance and construction tax 7,782.70 6,505.86
Housing property tax 194,101.74 234,032.26
Land use tax 108,590.91 108,588.06
Education surtax 3,335.43 2,788.22
Local educational surcharge 2,223.64 1,858.82
Stamp tax 246.50
Total 539,023.76 582,944.27
Other explanation: nil
39. Interest payable
Nil
40. Dividend payable
Nil
119
司公限有份股心中游旅海东大南海 2017 文全告报度年年
41. Other payables
(1) Presentation of other payables by nature
In RMB/CNY
Item Ending balance Beginning balance
Staff dormitory rental fees, etc. 742,742.74 1,001,405.96
Security deposit 711,046.99 662,541.29
Audit fees 285,003.21 285,003.21
Quality guarantee deposit for projects 193,066.10 230,096.75
Employee deposits 166,200.90 350,600.90
Project funds 162,569.78 317,277.05
Funds collected and remitted 100,036.07 139,319.74
Petty cash 28,446.80
Electric charges withheld 20,700.00
Individual current amounts 1,364.00 73,752.85
Fines and confiscated amount for illegal
19,810,000.00
operation of the Company's stocks
Membership expenses of directors and
214,506.98
supervisors
Total 2,411,176.59 23,084,504.73
(2) Other significant payables with aging of over one year
In RMB/CNY
Item Ending balance Reason for non-repayment or carry-over
Hong Kong Deloitte & Touche LLP 285,003.21 Reason for non-repayment
Sanya Shuxin Housing Waterproof
170,000.00 Reason for non-repayment
Engineering Limited
China Building Decoration Company
161,111.03 Reason for non-repayment
Hainan Branch
Total 616,114.24 --
Other explanation
Details of written-off other payables:
Whether it is
Written-off
Nature of other Reasons for Write-off procedures due to the
Name of entity amount9RM
payables written-off performed related party
B)
transactions
Automatic fire alarm linkage Ruled to assume 107,589.46 Unable to be paid due Approval of the board of No
120
司公限有份股心中游旅海东大南海 2017 文全告报度年年
system engineering several litigation fees to long-term aging directors and the general
meeting of shareholders
Approval of the board of
Ruled to assume Unable to be paid due
Litigation costs 104,554.00 directors and the general No
several litigation fees to long-term aging
meeting of shareholders
Approval of the board of
Hainan Tiange Law Firm Unable to be paid due
Agreed litigation agent 100,680.60 directors and the general No
(Huang Wenmei) to long-term aging
meeting of shareholders
Approval of the board of
Unable to be paid due
83,558.94 directors and the general Yes
Current account from/to to long-term aging
Binhai holiday villa prior related parties meeting of shareholders
Approval of the board of
Unable to be paid due
57,680.00 directors and the general Yes
to long-term aging
Su Guohua Directors allowance meeting of shareholders
Approval of the board of
Unable to be paid due
222,866.30 directors and the general No
to long-term aging
Other 27 companies Consignment meeting of shareholders
Total 676,929.30
Other explanation: nil
42. Liability held for sale
Nil
43. Non-current liability due within one year
Nil
44. Other current liability
Nil
45. Long-term loans
Nil
46. Bond payable
Nil
121
司公限有份股心中游旅海东大南海 2017 文全告报度年年
47. Long-term account payable
Nil
48. Long-term employee payable
Nil
49. Special payable
Nil
50. Estimated liabilities
In RMB/CNY
Item Ending balance (RMB) Beginning balance Reasons
Provisions for arrears of
Other 1,489,685.04 1,489,685.04
electricity tariffs
Total 1,489,685.04 1,489,685.04 --
Other explanation, including important assumptions and estimation for the major accrual liability:
On May 26, 2016, the Company received lawyer’s letter of Hainan Yunfan law firm which is entrusted by Hainan Power Grid Co.,
LTD Sanya Power Supply Bureau (hereinafter referred to as the "Sanya Power Supply Bureau"), the letter claims that Sanya Power
Supply Bureau found that the Company’s subsidiary South China Grand Hotel of Hainan Dadonghai Tourism Center (Holdings) Co.,
Ltd’s the amount of CT is different with its marketing management system record. The inconformity time is July, 2006, and the
hotel’s CT is changing on April, 2016. Therefore, undercounted electricity consumption amount is 10,313,373.00 kilowatt-hours, and
estimated cost is 7,200,165.75 Yuan as various electricity prices and charges.
According to the file “Law Advisory Opinion about Retroactive Power (Charge) Dispute between South China Grand Hotel and
Sanya Power Supply Bureau” issued by Beijing Junhe (Haikou) Law Firm at December 20, 2016, which claims that Sanya Power
Supply Bureau has responsibility for CT to purchase, install, enseal, unseal and change, therefore, the responsibility of the guilty
party for undercounted electricity consumption of South China Grand Hotel is Sanya Power Supply Bureau. According to the one
hundred and thirty-five item of “General Rule of Civil Law”, this item claims that limitation of action is two years if accuser request
people's court’s protection, except situations provided by law. The Company has withheld the undercounted electricity consumption
cost in 2016 which is about 1,489,685.04 Yuan during the period from April, 2014 to April, 2016.
51. Deferred income
Nil
122
司公限有份股心中游旅海东大南海 2017 文全告报度年年
52. Other non-current liability
Nil
53. Share capital
In RMB/CNY
Changes in 2017 ( "+" for increase and "-" for decrease)
Beginning Public
Issuance Ending balance
balance Share reserve
of new Others Sub-total
donation transferred to
shares
shares
Total shares 364,100,000.00 364,100,000.00
Other explanation: nil
54. Other equity instrument
Nil
55. Capital reserves
In RMB/CNY
Item Beginning balance Increase in 2017 Decrease in 2017 Ending balance
Capital premium
33,336,215.58 33,336,215.58
(share premium)
Other capital reserves 20,806,634.43 20,806,634.43
Total 54,142,850.01 54,142,850.01
Other explanation, including changes in the period and reasons: nil
56. Treasury stock
Nil
57. Other consolidated income
Nil
58. Reasonable reserve
Nil
59. Surplus reserves
Nil
123
司公限有份股心中游旅海东大南海 2017 文全告报度年年
60. Undistributed profits
In RMB/CNY
Item Year 2017 Year 2016
Undistributed profits at the end of last year
-343,966,434.57 -341,305,382.08
before adjustment
Undistributed profits at the beginning of the
-343,966,434.57 -341,305,382.08
year after adjustment
Plus: net profit attributable to owners of the
2,858,998.66 -2,661,052.49
parent company in current period
Undistributed profit as at the end of the year -341,107,435.91 -343,966,434.57
Details about adjusting the retained profits at the beginning of the period:
1) The retroactive adjustments to Accounting Standards for Business Enterprises and its relevant new regulations affect the retained
profits at the beginning of the period amounting to 0 Yuan.
2) The changes in accounting policies affect the retained profits at the beginning of the period amounting to 0 Yuan.
3) The major accounting error correction affects the retained profits at the beginning of the period amounting to 0 Yuan
4) Merge scope changes caused by the same control affect the retained profits at the beginning of the period amounting to 0 Yuan.
5) Other adjustments affect the retained profits at the beginning of the period amounting to 0 Yuan
61. Operating income and operating costs
In RMB/CNY
Year 2017 Year 2016
Item
Income Cost Income Cost
Primary business 24,691,592.86 10,665,396.03 19,117,791.52 9,693,974.20
Other businesses 3,214,971.37 474,523.56 2,591,091.99 564,466.42
Total 27,906,564.23 11,139,919.59 21,708,883.51 10,258,440.62
62. Taxes and surcharges
In RMB/CNY
Item Year 2017 Year 2016
Urban maintenance and construction tax 68,334.72 72,627.03
Education surtax 28,958.58 31,080.92
Housing property tax 872,805.50 482,833.44
Land use tax 434,366.47 289,572.87
Vehicle and vessel use tax 7,680.00
Stamp tax 2,760.60 11,718.17
Business tax 503,486.90
Local educational surcharge 19,786.33 20,720.64
124
司公限有份股心中游旅海东大南海 2017 文全告报度年年
Total 1,434,692.20 1,412,039.97
Other explanation:
63. Sales expenses
In RMB/CNY
Item Year 2017 Year 2016
Employee compensation 3,783,152.25 3,278,439.52
Depreciation 493,761.97 573,232.60
Repair charges 205,614.06 157,060.17
Water and electricity expenses 166,983.08 188,186.48
Other expenses 474,992.19 734,414.49
Other 5,124,503.55 4,931,333.26
Other explanation: nil
64. Administrative expenses
In RMB/CNY
Item Year 2017 Year 2016
Salaries and welfares 5,402,093.17 4,580,727.09
Amortization of site use rights 812,387.16 812,387.16
Entertainment expenses 715,630.35 738,590.98
Social insurance premium 610,092.44 525,680.35
Agency fees 400,000.00 404,696.00
Announcing fees 328,688.00 240,345.40
Depreciation 271,883.34 270,946.41
Travelling expenses 206,199.69 212,223.67
Disabled security funds 36,433.27
Membership expenses of directors and
9,535.00 312,947.50
supervisors
Other expenses 872,583.41 853,184.15
Taxes 422,907.20
Total 9,665,525.83 9,374,635.91
Other explanation: nil
65. Financial expenses
In RMB/CNY
125
司公限有份股心中游旅海东大南海 2017 文全告报度年年
Item Year 2017 Year 2016
Interest expense
Less: interest income 291,701.13 275,296.73
Gains or losses on exchange
Handling charges 42,524.95 81,651.44
Total -249,176.18 -193,645.29
Other explanation: nil
66. Losses on assets impairment
In RMB/CNY
Item Year 2017 Year 2016
I. Losses on bad debt 11,709.50 -1,230.99
Total 11,709.50 -1,230.99
Other explanation: nil
67. Gains from fair value changes
Nil
68. Investment income
In RMB/CNY
Item Year 2017 Year 2016
Investment income acquired from disposal
of the available-for-sale financial assets and 429,753.50
others
Income from other creditors' investment 805,825.24 961,165.05
Total 805,825.24 1,390,918.55
Other explaination:nil
69. Income from assets disposal
Nil
70. Other income
Nil
71. Non-operating income
In RMB/CNY
126
司公限有份股心中游旅海东大南海 2017 文全告报度年年
Amount included in non-recurring
Item Year 2017 Year 2016
profit and loss in the current period
Compensation income 64,926.00
Debt write-offs 1,303,540.11 1,303,540.11
Other 260.00 4,680.00 260.00
Total 1,303,800.11 69,606.00 1,303,800.11
Government subsidies reckoned into current gains/losses: nil
72. Non-operating expenses
In RMB/CNY
Amount included in
Item Year 2017 Year 2016 non-recurring profit and loss in
the current period
Total losses from disposal of
30,016.43 48,887.07
non-current assets
Including: losses from
30,016.43 48,887.07 30,016.43
disposal of fixed assets
Total 30,016.43 48,887.07 30,016.43
Other explanation: nil
73. Income tax expenses
(1) Statement of income tax expenses
Nil
(2) Adjustment on accounting profit and income tax expenses
In RMB/CNY
Item Current Period
Total profit 2,858,998.66
Other explanation: nil
74. Other comprehensive income
See Note
75. Notes to items of the cash flow statement
)1( Cash received from other operating activities
In RMB/CNY
127
司公限有份股心中游旅海东大南海 2017 文全告报度年年
Item Year 2017 Year 2016
Water, electrical and gas fees collected 684,442.21
Interest income 291,701.13 275,296.73
Security deposit and rent for lease of site 75,000.00 244,000.00
Agent collection of social security
15,515.52 11,615.09
insurance premiums
Income from compensation for articles
8.00
in rooms
Others 15,828.00 53,528.69
Total 1,082,486.86 584,448.51
Explanation: nil
(2) Cash paid for other operating activities
In RMB/CNY
Item Year 2017 Year 2016
Social intercourse fees 730,464.44 641,721.21
Paid fines for illegal operation of the
500,000.00
Company's stocks
Intermediary audit charges 400,000.00 404,696.00
Announcing fees 220,000.00 240,345.40
Travelling expenses 181,369.69 205,293.67
Promotion fee 75,167.49 116,318.27
Costs of listing on the Shenzhen Stock
80,000.00 80,000.00
Exchange
Repair charges 291,287.80 79,354.40
Fuel, electricity, gas charges 274,909.12 62,767.95
Office expenses 11,553.14 31,066.70
Posts costs 27,493.61 30,171.22
Financial expenses 42,524.95 81,651.44
Property insurance premiums 49,740.21
Membership expenses of directors and
9,535.00 12,947.50
supervisors
Price adjustment funds 156,797.00
Labor insurance premiums, housing
592,554.72 553,990.56
provident fund paid by individuals
Other expenses 388,168.08 274,262.27
Total 3,874,768.25 2,971,383.59
Explanation: nil
)3( Cash received from other investment activities
128
司公限有份股心中游旅海东大南海 2017 文全告报度年年
In RMB/CNY
Item Year 2017 Year 2016
VAT received from debt investment
29,081.45
income
Total 29,081.45
Explanation: nil
(4) Cash paid for other investing activities
In RMB/CNY
Item Year 2017 Year 2016
Fines and confiscated amounts for illegal
19,310,000.00
operation of the Company's stocks
Total 19,310,000.00
Explanation: nil
(5) Cash received from other financing activities
In RMB/CNY
Item Year 2017 Year 2016
Luoniushan Group Co., Ltd. 19,810,000.00
Total 19,810,000.00
Explanation: nil
(6) Cash paid for other financing activities
In RMB/CNY
Item Year 2017 Year 2016
Luoniushan Group Co., Ltd. 19,810,000.00
Total 19,810,000.00
Explanation: nil
76. Supplementary information to statement of cash flows
(1) Supplementary information to statement of cash flows
In RMB/CNY
Item Year 2017 Year 2016
1. Net profit adjusted to cash flows from operating
-- --
activities
Net profits 2,858,998.66 -2,661,052.49
Plus: provision for assets impairment 11,709.50 -1,230.99
129
司公限有份股心中游旅海东大南海 2017 文全告报度年年
Depreciation of fixed assets, depreciation and
depletion of oil and gas assets and depreciation of 3,193,715.81 3,533,710.59
productive biological assets
Amortization of intangible assets 868,727.16 868,727.16
Amortization of long-term fees to apportioned 733,104.44 593,014.30
Loss from disposal of fixed assets, intangible assets
30,016.43 48,887.07
and other long-term assets ("-" for gains)
Investment losses ("-" for gains) -805,825.24 -1,390,918.55
Decreases in inventories ("-" for increases) -40.80 -1,104.29
Decreases in operating receivables ("-" for
14,283.36 555,543.09
increases)
Increases in operating payables ("-" for decreases) -1,777,400.85 -268,888.91
Other 1,489,685.04
Net cash flows from operating activities 5,127,288.47 2,766,372.02
2. Significant investing and financing activities not
-- --
involving cash receipts and payments
3. Net changes in cash and cash equivalents -- --
Balance of cash at the end of the period 9,681,607.16 27,210,248.01
Less: balance of cash at the beginning of the period 27,210,248.01 19,782,392.26
Net increase in cash and cash equivalents -17,528,640.85 7,427,855.75
(2) Net cash payment for the acquisition of a subsidiary of the current period
Nil
(3) Net cash received from the disposal of subsidiaries
Nil
(4) Breakdown of cash and cash equivalents
In RMB/CNY
Item Ending balance Beginning balance
I. Cash 9,681,607.16 27,210,248.01
Including: cash on hand 264,156.33 273,523.86
Unrestricted bank deposits 9,417,450.83 26,936,724.15
III. Ending balance of cash and cash
9,681,607.16 27,210,248.01
equivalents
Other explanation: nil
130
司公限有份股心中游旅海东大南海 2017 文全告报度年年
77. Notes for the statement of owners equity changes
Explain the items and adjusted amounted which have adjusted in “ Other ” of last year s ending balance: nil
’
78. Assets with ownership or use right restricted
Nil
79. Item of foreign currency
□ Applicable √ Not applicable
80. Hedging
Released the items and relevant instruments by types, and qualitative and quantitative information for hedge risks : nil
81. Other
Nil
VIII. Changes of consolidation range
1. Enterprise consolidation not under the same control
(1) Enterprise consolidation not under the same control in reporting period
Nil
(2) Consolidation cost and goodwill
Nil
(3) Identifiable assets, liability of the acquiree on purchasing date
Nil
(4) Gains or losses of the equity held before purchasing date, arising from re-measured by fair value
Realized enterprise combine step by step through multi-trading and dealing obtained controlling rights in Period
□Yes √No
(5) On purchasing date or current combine period, fails to determine the combination consideration or
’’’’
acquiree s fair value of identifiable assets and liabilities rationally
Nil
131
司公限有份股心中游旅海东大南海 2017 文全告报度年年
(6) Other notes
Nil
2. Enterprise consolidation under the same control
Nil
3. Counter purchase
Basic information of transactions, basis of transactions constituting counter purchase, whether assets and liabilities reserved by listed
companies constituting business and their basis, confirmation of combined cost, the amount occurred when adjusting rights and
interests in accordance with equity transaction and its calculation: Nil
4. Disposal of subsidiaries
Losing controlling rights while dispose subsidiary on one-time
□ Yes √No
Dispose subsidiary step by step through multi-dealings and losing controlling rights in the Period
□ Yes √No
5. Changes of combination scope
Other reasons contributed the changes for combination scope (e.g. new subsidiary established, liquidate subsidiary etc.):
Nil
6. Other
Nil
IX. Equity in other entity
1. Equity in the subsidiary
Nil
2. Changes in the owner's equity share of the subsidiary and the transaction is still controlled subsidiary
Nil
132
司公限有份股心中游旅海东大南海 2017 文全告报度年年
3. Equity in arrangement of joint venture or associated enterprises
Nil
4. Important common management
Nil
5. Equity in structured entities not included in the consolidated financial statements
Relevant examination: nil
6. Other
Nil
X. Risks related to financial instruments
The Company faces all kinds of financial risks in the operating process: Credit risks, market risks and liquidity
risks. The Board of Directors of the Company takes full responsibilities for determining the risk management
objects and policies and bearing the ultimate liabilities for that, however, the Board of Directors has authorized the
management department of the Company to design and implement the process capable of ensuring the effective
implementation of the risk management objects and policies. The Board of Directors reviews the effectiveness of
the enforced procedures and the rationality of risk management objectives and policies by the reports submitted by
the management department of the Company. The internal auditors of the Company also will audit the risk
management policies and procedures, and report the relative facts to the audit committee.
The overall objective of risk management of the Company is to prepare the risk management policies ensuring the
risk under control as far as possibility without affecting the Company's business development goals.
i.Credit risk
Credit risk refers to a risk that one party to the financial instruments suffers financial losses due to the failure of
the other party in performing the obligations The Company mainly faces customer credit risks caused by sales on
account. Before signing a new contract, the Company will understand and assess credit risks of the new customer.
The Company rates the credit of existing customers and analyzes the aging of accounts receivable to ensure that
the Company's overall credit risk is within the controllable range.
ii. Market risk
Market risk associated with financial instruments refers to the risk that fair value or future cash flows of financial
instruments fluctuate due to variations in market prices, and it includes exchange rate risk, interest rate risk and
other price risks.
iii. Liquidity risk
Liquidity risks refer to the risks of capital shortage occurred when enterprises perform the obligations of
settlement in cash or other financial assets. The policy of the Company is to ensure that there are sufficient cash
133
司公限有份股心中游旅海东大南海 2017 文全告报度年年
for the payment of the matured debts. Liquidity risk is under centralized control of the financial department of the
Company. The financial department monitors cash balance and readily realizable and marketable securities and
makes rolling forecast on cash flows of the next 12 months to ensure that the Company has sufficient funds to
repay debts in all cases of reasonable prediction.
XI. Fair value disclosures
Nil
XII. Related parties and related-party transactions
1. Parent company
Registered Ratio of voting
Shareholding ratio
Parent company Nature of business Registered capital right in the
place in the Company
Company
Luoniushan Co., Ltd. Haikou Crop farming 115,151.00 17.55% 19.80%
Explanation:
As at December 31, 2017, Luoniushan Co., Ltd. (hereinafter referred to as "Luoniushan") and its wholly-owned subsidiary Hainan
Ya'anju Property Services Co., Ltd. held a total of 72,091,780 A shares of the Company, accounting for 19.80% of the total share
capital of the Company, and being the largest shareholder of the Company.
Other explanation: nil
2. Subsidiary of the Enterprise
Found more in Notes
3. Cooperative enterprise and joint venture
Nil
4. Other related party
Nil
5. Related-party transactions
(1) Goods purchasing, labor service providing and receiving
Goods purchasing/labor service receiving
In RMB/CNY
Related party Contents of Year 2017 Year 2016
Transaction amount Whether over the
related-party
134
司公限有份股心中游旅海东大南海 2017 文全告报度年年
transaction authorized amount authorized
or not
Room and meal
Luoniushan Co., Ltd. 787,474.00 Yes 29,566.04
charge
Sales of goods/ rendering of services
In RMB/CNY
Contents of related-party
Related party Year 2017 Year 2016
transaction
Luoniushan Co., Ltd. Room and meal charge 787,474.00 29,566.04
Explanation: nil
(2) Related trusteeship management/contract & entrust management/ outsourcing
Nil
(3) Related lease
Nil
(4) Related guarantee
Nil
(5) Related party’s borrowed funds
Nil
(6) Related party’s assets transfer and debt reorganization
Nil
(7) Key management personnel emoluments
In RMB/CNY
Item Year 2017 Year 2016
Key management personnel emoluments 1,885,719.39 1,161,900.00
(8) Other related transactions
Nil
135
司公限有份股心中游旅海东大南海 2017 文全告报度年年
6. Receivable/payable items of related parties
(1) Receivable
In RMB/CNY
Ending balance Beginning balance
Item Related party Provision for bad Provision for bad
Book balance Book balance
debt debt
Account
Luoniushan Co., Ltd. 166,412.00 10,668.00
receivable
(2) Payable item
Nil
7. Commitments of related party
Nil
8. Other
Nil
XIII. Share-based payment
1. Share-based payment
□ Applicable √ Not applicable
2. Settled by equity
□ Applicable √ Not applicable
3. Settled by cash
□ Applicable √ Not applicable
136
司公限有份股心中游旅海东大南海 2017 文全告报度年年
4. Modification and termination of share-base payment
5. Other
XIV. Commitments and contingencies
1. Material commitments
Major commitments on balance sheet date
Nil
2. Contingencies
(1) Major contingencies on balance sheet date
On May 26, 2016, the Company received a lawyer letter from Hainan Yunfan Law Firm entrusted by Sanya Power Supply Bureau of
Hainan Power Grid Co., Ltd. (hereinafter referred to as "Sanya Power Supply Bureau"), saying that Sanya Power Supply Bureau
found, in verifying electricity consumption by South China Hotel, a subsidiary of the Company, that the current transformer (CT)
installed in the distribution center metering counters in South China Hotel installed was inconsistent with the record in themarketing
management system file of Sanya Power Supply Bureau, and the duration of the inconsistence was from July 2006 when South China
Hotel changed its electricity consumption measuring device to April 2016.According to the statistics, electricity consumption
of10313373 KWH was measured in short, which was estimated to be valued at RMB7,200,165.75 according to the electricity prices
and surcharge rates in the years.
According to the Legal Consultation Advice on Electricity Quantity (Electricity Charge) Claiming Dispute between South China
Hotel and Sanya Power Supply Bureau issued by Beijing Junhe (Haikou) Law Firm on December 20, 2016, as all electricity
consumption metering devices are purchased, installed, sealed, opened and replaced by Sanya Power Supply Bureau Responsible, the
short measurement of electricity charge from South China Hotel for many years was due to the fault of Sanya Power Supply Bureau,
and was irrelevant to South China Hotel.Pursuant to Article 135 of the General Principles of Civil Law: "Except as otherwise
stipulated by law, the limitation of action regarding applications to a people's court for protection of civil rights shall be two years.,
the Company accrued an amount of RMB1,489,685.04 for the electricity charge for electricity quantity measured in short during two
years from April 2014 to April 2016.As at December 31, 2017, no further progress was made on this matter.
(2) For no major contingencies disclosed, explain reasons
The Company has no major contingencies should be disclosed
137
司公限有份股心中游旅海东大南海 2017 文全告报度年年
3. Other
XV. Event after balance sheet date
1. Major non-adjustment events
Nil
2. Profit distribution
Nil
3. Sales return
Nil
4. Explanation on other events after balance sheet date
On January 28, 2018, as resolved at the 16th meeting of the 8th board of directors of the Company, the Company does not intend to
make profit distribution or convert capital reserve into share capital.
XVI. Other significant events
1. Correction of accounting errors in previous periods
Nil
2. Debt reorganization
3. Assets replacement
(1) Non-monetary assets replacement
138
司公限有份股心中游旅海东大南海 2017 文全告报度年年
(2) Others assets replacement
4. Annuity plan
5. Termination of operation
6. Segment information
Nil
7. Major trading and items shows influence on investors’ decision-making
8. Other
According to the requirements of the Guidelines for the Supervision of Listed Companies No.4 -- Commitments of and Performance
of Commitments by Actual Controllers, Shareholders, Related Parties, Acquirers of Listed Companies and Listed Companies
(Announcement of the China Securities Regulatory Commission [2013] No.55) issued by the China Securities Regulatory
Commission (CSRC), on June 7, 2014, Luoyunshan Co., Ltd. (hereinafter referred to as "Luoniushan") issued to the Company a
Letter on Change in Commitment by Luoyunshan Co., Ltd. to Hainan Dadonghai Tourism Centre (Holdings) Co., Ltd.and undertakes
in the letter that within three years from the date when the general meeting of shareholders of the Company reviewed and approved
the change in the commitment, Luoniushan will actively seek reorganization party to reorganize assets of the Company. Such matter
were reviewed and approved by the general meeting of shareholders of the Company on June 27, 2014.
On February 22, 2017, the Company received from Luoniushan a Letter on Progress in the Planning of Commitment Implementation,
in which Luoniushan intended to transfer 100% of the equity it held in the Industrial Company, a wholly-owned subsidiary
(specifically, the Industrial Company will first be transferred with part of financial assets equity held by Luniushan and of 6.91%
equity of Sanya Rural Commercial Bank Co., Ltd.) to the Company, the transaction was made in cash with transaction amount of
about RMB300 million. The proposal was not adopted at the 11th extraordinary meeting of the eighth board of directors of the
Company due to the Company's lack of sufficient debt repayment ability.
On June 23, 2017, Luoniushan issued to the Company a Letter on Change in Term of Commitment by Luoyunshan Co., Ltd. to
Hainan Dadonghai Tourism Centre (Holdings) Co., Ltd., extending Luoniushan's performance period of the above restructuring
commitment of the Company by 6 months, whichmeans the deadline for the fulfillment of reorganization commitment was changed
to December 27, 2017.As the reorganization would take a certain amount of time, on November29, 2017, Luoniushan again applied
to extend the performance period of the reorganization commitment for two years, that is, the performance deadline of the
reorganization commitment was changed from December 27, 2017 to December 26, 2019, which was not approved at the fourth
extraordinary general meeting of shareholders of the Company in 2017.
According to the Proposal on Write-off of Long-term Investments and Current Accounts reviewed and adopted at the 12th interim
meeting of the 8th board of directors of the Company on October 25, 2017 and the third extraordinary general meeting of
shareholders of the Company for 2017 on November 10, 2017, the Company wrote off long-term equity investment and
available-for-sale financial assets for which provision for impairment was provided for in full and part of claims; and wrote off part
of accounts payable which were unable to be paid, including: writing off long-term equity investment of RMB9,716,374.26,
available-for-sale financial assets of RMB5,000,000.00, accounts receivable of RMB 2,176,212.90, other receivables of
RMB78,067,592.72, accounts payable of RMB375,553.60, advance from customers of RMB 251,057.21, other payables of
RMB676,929.30.Non-operating income arising from the write-offs amounted to RMB 1,303,540.11.
On October 20, 2017, Hainan Dongfang Guoxin Law Firm issued a Legal Opinion on Time Limitation for Proceedings on Part of
Accounts Payable of Hainan Dadonghai Tourism Centre (Holdings) Co., Ltd. for the above-mentioned written-off payables,
139
司公限有份股心中游旅海东大南海 2017 文全告报度年年
confirming that the above 201 sums of payables have exceeded the statutory time limitation, and the relevant creditors have lost their
debt recovery right and the right to win.
XVII. Note on financial statement of parent company
1. Accounts receivable
）））） （（（（
1 Disclosure of account receivables by category
Nil
Account receivable with single significant amount and withdrawal bad debt provision separately at period-end: ：
□ Applicable √ Not applicable
In the portfolio, accounts receivable with the allowance for bad debts made under the aging analysis method：
□ Applicable √ Not applicable
In combination, withdrawal proportion of bad debt provision based on balance proportion for account receivable ：
□ Applicable √ Not applicable
In combination, withdrawal proportion of bad debt provision based on other methods for account receivable: ：
(2) Provision for bad debts accrued, regain or switch back in the Period
Nil
(3) Account receivables actually cancel after verification in Period
Nil
(4) Top five account receivables collected by arrears party at ending balance: nil
(5) Account receivables recognition terminated due to transfer of financial assets: nil
(6) Account receivables transferred and assets & liability formed by its continuous involvement: nil
Other explanation: nil
2. Other receivables
(1) Other receivables by type
Nil
Other receivables with insignificant single amount but with individual provision for bad debts ：
□ Applicable √ Not applicable
Other receivables with provision for bad debts made by aging analysis method in portfolios: ：
140
司公限有份股心中游旅海东大南海 2017 文全告报度年年
□ Applicable √ Not applicable
In combination, withdrawal proportion of bad debt provision based on balance proportion for other account receivable: ：
□ Applicable √ Not applicable
In combination, withdrawal proportion of bad debt provision based on other methods for other account receivable: ：
□ Applicable √ Not applicable
(2) Provision for bad debts accrued, regain or switch back in the Period:
Nil
3. Long-term equity investment:
Nil
4. Operation income and operation cost
Nil
5. Investment income
Nil
6. Other
nil
XVIII. Supplementary information
....1111 Breakdown of non-recurring profits and losses in 2017
√ Applicable □ Not applicable
In RMB/CNY
Item Amount Remark
Profits or losses from disposal of non-current assets -30,016.43 Loss from fixed assets disposal
Expenses for using funds charged from non-financial
805,825.24 Net income from creditors’ investment
enterprises and included in the current profit or loss
Other non-operating income and expenses except for Debt written off from receivables and
1,303,800.11
the above-mentions items account paid in advance
Total 2,079,608.92 --
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
141
司公限有份股心中游旅海东大南海 2017 文全告报度年年
□ Applicable √ Not applicable
2 Return on net assets and earnings per share
．．．．
Yield rate of Earnings per share
Profit for the reporting period net weighted
Basic earnings per Diluted earnings per
average assets
share (RMB/Share) share(RMB/Share)
Net profit attributable to ordinary shareholders of the
3.78% 0.0079 0.0079
Company
Net profit attributable to ordinary shareholders of the
1.03% 0.0021 0.0021
Company after deducting the non-recurring profit and loss
3. Accounting data difference between the domestic and overseas accounting standards
(1) Difference of the net profit and net assets disclosed in financial report, under both IAS (International
Accounting Standards) and Chinese GAAP (Generally Accepted Accounting Principles)
□ Applicable √ Not applicable
(2) Difference of the net profit and net assets disclosed in financial report, under both foreign accounting
rules and Chinese GAAP (Generally Accepted Accounting Principles)
□ Applicable √ Not applicable
(3) Explanation on data differences under the accounting standards in and out of China; as for the
differences adjustment audited by foreign auditing institute, listed name of the institute
4. Other
142
司公限有份股心中游旅海东大南海 2017
文全告报度年年
Section XII. Documents available for references
I. Financial statement with signature and seal of legal person, person in charge of accounting
works and person in charge of accounting organ (accountant in charge);
II. Original audit report seal with accounting firms and signature and seal from CPA;
III. The original manuscripts of all documents and announcements of the Company publicly
disclosed on Securities Times and Hong Kong Commercial Daily during the report period.
The above said documents are prepared in the security department of the Company.
Board of Directors of
HAINAN DADONGHAI TOURISM CENTER (HOLDINGS) CO., LTD.
Chairman: Li Yuanbin
30 January 2018
143
