HaiNan Pearl River Holdings Co., Ltd. The Third Quarterly Report For 2009 (FULL TEXT) 1 HaiNan Pearl River Holdings Co., Ltd. The Third Quarterly Report For 2009 (Full Text) §1. Important Notes 1.1 The Board of Directors and the Supervisory Committee of HaiNan Pearl River Holdings Co., Ltd. (hereinafter referred to as the Company), along with all its directors, supervisors and senior executives hereby confirm that there are no any important omissions, fictitious statements or serious misleading information carried in this report, and shall take all responsibilities, individual and/or joint, for the reality, accuracy and completion of the whole contents. 1.2 The Third Quarterly Financial Report 2009 of the Company has not been audited by CPAs. 1.3 Mr. Zheng Qing, Chairman of the Board as well as General Manager; Mr. Chen Binglian, Standing Deputy General Manager as well as Person in Charge of Financing Affairs; Mr. Yang Daoliang, Manager of the Financial Department hereby confirm that the Financial Report of the Third Quarterly Report is true and complete. §2. Company Profile 2.1 Main accounting highlights and financial indexes: Unit: RMB Sep. 30, 2009 Dec. 31, 2008 Increase/decrease scope (%) Total assets (RMB) 1,810,647,018.13 975,122,914.20 85.68 Owners’ equities attributable to the shareholders of listed company (RMB) 522,822,667.09 119,086,531.85 339.03 Share capital (Share) 426,745,404.00 426,745,404.00 0.00 Net assets per share attributable to the shareholders of listed company (RMB/Share) 1.23 0.28 339.29 July-Sep. 2009 Increase/decreas e over the same period of the last year (%) Jan.-Sep. 2009 Increase/decreas e over the same period of the last year (%) Total operating income (RMB) 24,650,569.35 50.11% 72,688,429.9 3 26.83% Net profit attributable to the shareholders of listed company (RMB) -14,165,641.06 7.96% 70,637,761.2 5 214.11% Net cash flow arising from operating activities (RMB) 45,068,801.82 249.34% 81,673,206.3 0 172.26% Net cash flow arising from operating activities per share (RMB/Share) 0.11 257.14% 0.19 173.08% Basic earnings per share (RMB/Share) -0.03 25.00% 0.17 213.33% Diluted earnings per share (RMB/Share) -0.03 25.00% 0.17 213.33% Return on equity (%) -2.71% 8.79% 13.51% 59.78% Return on equity after deducting non-recurring gains and losses (%) -3.16% 13.67% -12.01% 39.19%HaiNan Pearl River Holdings Co., Ltd. The Third Quarterly Report For 2009 (FULL TEXT) 2 Unit: RMB Items of non-recurring gains and losses Amount from year begin to the end of report period Gains and losses from the disposal of non-current asset 2,467,036.57 Held transaction financial asset, gains/losses of changes of fair values from transaction financial liabilities, and investment gains from disposal of transaction financial asset, transaction financial liabilities and financial asset available for sales, exclude the effective hedging business relevant with normal operations of the Company 131,129,924.21 Other non-operating income and expenditure beside for the aforementioned items -168,049.41 Impact of income tax Influenced amount of minority shareholder -395.21 Total 133,428,516.16 2.2 Total number of shareholders at the end of the report period and shares held by the top ten shareholders with unrestricted conditions Unit: Share Total number of shareholders at the end of report period 48,531 Particulars about the shares held by the top ten shareholders with unrestricted conditions Full Name of shareholder Unrestricted shares held Type of shares Yang Bochen 4,089,835 RMB common share Gu Hongjuan 3,019,800 RMB common share Yang Jianzhong 2,600,000 RMB common share Wang Shuxia 2,047,641 RMB common share Zhang Xiaoxia 1,949,250 Domestically listed foreign share Guo Hetian 1,800,037 RMB common share Fan Jun 1,210,120 RMB common share HOLY TIME GROUP LIMITED 1,170,000 Domestically listed foreign share GUANGZHOU PEARL RIVER INDUSTRIAL (GROUP) CO., LTD. 1,150,000 RMB common share Chen Yunxuan 1,143,368 RMB common shareHaiNan Pearl River Holdings Co., Ltd. The Third Quarterly Report For 2009 (FULL TEXT) 3 §3. Significant events 3.1 Particulars about material changes in items of main accounting statement and financial index, and explanations of reasons √Applicable □Inapplicable Item Jan. to Sep., 2 009 Jan. to Sep., 2008 Change (%) Main reason for change Sales expense 12,479,742 9,383,880 32.99 Pre-sale expense for Wuhan Phase II Project has increased Investment income 131,129,924 0 Income from auctioning part equities of Southwest Securities Non-operating income 2,518,994 7,179,059 -64.91 A great amount of moving subsidy was obtained in the same period of last year Net profit 68,782,624 -63,620,329 208.11 A great amount of income was obtained from transferring part equities of Southwest Securities Other consolidated income 333,098,374 0 Change of fair value of stocks of Southwest Securities Net cash flow arising from operating activities 81,673,206 -113,026,259 172.26 Accounts received from pre-sale of Wuhan Phase II Project has increased, input for development has decreased Net cash flow arising from investment activities -7,609,823 -27,020,205 71.84 Accounts paid for construction of Sanya Hotel and other fixed assets have decreased Net cash flow arising from financing activities 241,528,979 51,687,477 367.29 Capital borrowed from financial institutions and actual controllers has increased Item Sep. 30 of 2009 Dec, 31 of 2008 Change (%) Main reason for change Monetary capital 352,247,898 36,655,536 860.97 Capital borrowed from financial institutions and actual controllers, and accounts received from pre-sale of Wuhan Phase II Project have all increased Account paid in advance 48,783,305 28,251,518 72.67 Accounts paid in advance for Wuhan Phase-II Project have increased Financial assets available for sale 469,490,000 0 Stocks of Southwest Securities were reclassified as financial assets available for sale Long-term equity investment 13,153,951 81,154,403.00 -83.79 Stocks of Southwest Securities were reclassified as financial assets available for sale Short-term loans 221,320,000 24,000,000.00 822.17 Capital borrowed from financial institutions has increased Account received in advance 397,472,614 142,957,606 178.04 Accounts received from pre-sale of Wuhan Phase II Project have increased Tax payables -21,558,851 2,503,332 -961.21 Tax relating to accounts received from pre-sale of Wuhan Phase II Project was paid Other payables 279,504,473 403,308,366 -30.70 Returned borrowing RMB 130 million to Chongqing Putian Company Long-term loans 210,000,000 157,000,000 33.76 Capital borrowed from financial institutions has increased Deferred income tax liabilities 93,931,250 0 Change of fair value of stocks of Southwest Securities Capital reserve 667,358,531 334,260,157 99.65 Change of fair value of stocks of Southwest SecuritiesHaiNan Pearl River Holdings Co., Ltd. The Third Quarterly Report For 2009 (FULL TEXT) 4 3.2 Progress of significant events, their influences, and analysis and explanation of their solutions □Applicable √Inapplicable 3.3 Implementations of commitments by the Company, shareholders and actual controller □Applicable √Inapplicable 3.4 Estimation of accumulative net profit from the beginning of the year to the end of next report period to be loss probably or the warning of its material change compared with the corresponding period of the last year and explanation of reason □Applicable √Inapplicable 3.5 Particulars about the other significant events which needed explanations (1) In the report period, the Company neither provided capital for controlling shareholders or related parties, nor disobeyed regulations and procedure to provide external guarantee; (2) In the report period, the Company had no securities investment. (3) In the report period, the Company did not sign any significant contracts. 3.5.1 Activities on receiving research, communication and interview in the report period □Applicable √Inapplicable 3.6 Particulars about derivatives investment □Applicable √Inapplicable 3.6.1 Particulars about the positions of derivatives investment at the end of report period □Applicable √Inapplicable Legal representative: Zheng Qing HaiNan Pearl River Holdings Co., Ltd. October 30, 2009HaiNan Pearl River Holdings Co., Ltd. The Third Quarterly Report For 2009 (FULL TEXT) 5 Balance Sheet Sep. 30, 2009 Prepared by HaiNan Pearl River Holdings Co., Ltd. Unit: RMB Amount at period-end Amount at year-begin Items Consolidation Parent Company Consolidation Parent Company Current assets: Monetary funds 352,247,898.36 298,780,039.41 36,655,536.17 4,869,795.27 Settlement provisions Capital lent Transaction finance asset Notes receivable Accounts receivable 3,625,454.11 1,162,221.86 4,129,361.34 2,675,761.66 Accounts paid in advance 48,783,304.74 61,020.00 28,251,517.83 - Insurance receivable Reinsurance receivables Contract reserve of reinsurance receivable Interest receivable Dividend receivable 260,015.00 260,015.00 260,015.00 260,015.00 Other receivables 35,987,853.32 57,858,491.27 33,822,326.10 60,334,145.29 Purchase restituted finance asset Inventories 566,000,811.89 83,971,672.40 454,982,865.16 81,860,455.91 Non-current asset due within one year Other current assets Total current assets 1,006,905,337.42 442,093,459.94 558,101,621.60 150,000,173.13 Non-current assets: Granted loans and advances Finance asset available for sales 469,490,000.00 469,490,000.00 Held-to-maturity investment Long-term account receivable Long-term equity investment 13,153,951.24 213,511,309.90 81,154,403.04 269,511,761.70 Investment property 21,004,837.32 21,668,361.96 Fixed assets 267,071,507.12 20,867,381.15 280,665,887.45 22,340,376.54 Construction in progress - - - - Engineering material 606,206.60 - 606,206.60 Disposal of fixed asset Productive biological asset Oil and gas asset Intangible assets 32,242,215.45 1,707,947.43 32,926,433.55 1,743,695.16 Expense on Research and Development Goodwill Long-term expenses to be apportioned 172,962.98 Deferred income tax asset Other non-current asset Total non-current asset 803,741,680.71 705,576,638.48 417,021,292.60 293,595,833.40 Total assets 1,810,647,018.13 1,147,670,098.42 975,122,914.20 443,596,006.53 Legal Representative: Zheng Qing Person in Charge of Accounting Works: Chen Binglian Person in Charge of Accounting Institution: Yang DaoliangHaiNan Pearl River Holdings Co., Ltd. The Third Quarterly Report For 2009 (FULL TEXT) 6 Balance Sheet Sep. 30, 2009 Prepared by HaiNan Pearl River Holdings Co., Ltd. Unit: RMB Amount at period-end Amount at year-begin Items Consolidation Parent Company Consolidation Parent Company Current liabilities: Short-term loans 221,320,000.00 221,320,000.00 24,000,000.00 24,000,000.00 Loan from central bank Absorbing deposit and interbank deposit Capital borrowed Transaction financial liabilities Notes payable Accounts payable 23,100,296.39 4,135,235.24 32,924,422.72 4,200,330.44 Accounts received in advance 397,472,614.22 - 142,957,606.19 36,167.00 Selling financial asset of repurchase Commission charge and commission payable Wage payable 3,269,125.67 398,600.23 4,026,386.21 957,127.11 Taxes payable -21,558,850.85 -3,563,907.27 2,503,332.27 -2,087,904.47 Interest payable 68,108,142.42 32,484,936.47 69,783,831.76 40,928,604.71 Dividend payable 3,213,302.88 3,213,302.88 3,213,302.88 3,213,302.88 Other accounts payable 279,504,473.48 227,810,355.68 403,308,365.93 240,018,631.52 Reinsurance payables Insurance contract reserve Security trading of agency Security sales of agency Non-current liabilities due within 1 year - - 5,000,000.00 - Other current liabilities Total current liabilities 974,429,104.21 485,798,523.23 687,717,247.96 311,266,259.19 Non-current liabilities: Long-term loans 210,000,000.00 157,000,000.00 Bonds payable Long-term account payable Special accounts payable Projected liabilities Deferred income tax liabilities 93,931,250.00 93,931,250.00 Other non-current liabilities Total non-current liabilities 303,931,250.00 93,931,250.00 157,000,000.00 - Total liabilities 1,278,360,354.21 579,729,773.23 844,717,247.96 311,266,259.19 Owner’s equity (or shareholders’ equity): Paid-in capital (or share capital) 426,745,404.00 426,745,404.00 426,745,404.00 426,745,404.00 Capital public reserve 667,358,530.97 670,374,870.51 334,260,156.98 337,276,496.52 Less: Inventory shares Surplus public reserve 114,177,485.88 109,487,064.39 114,177,485.88 109,487,064.39 Provision of general risk Retained profit -685,458,753.76 -638,667,013.71 -756,096,515.01 -741,179,217.57 Balance difference of foreign currency translation Total owner’s equity attributable to parent company 522,822,667.09 567,940,325.19 119,086,531.85 132,329,747.34 Minority interests 9,463,996.83 11,319,134.39 Total owner’s equity 532,286,663.92 567,940,325.19 130,405,666.24 132,329,747.34 Total liabilities and owner’s equity 1,810,647,018.13 1,147,670,098.42 975,122,914.20 443,596,006.53 Legal Representative: Zheng Qing Person in Charge of Accounting Works: Chen Binglian Person in Charge of Accounting Institution: Yang DaoliangHaiNan Pearl River Holdings Co., Ltd. The Third Quarterly Report For 2009 (FULL TEXT) 7 Profit Statement Jan.-Sep. 2009 Prepared by HaiNan Pearl River Holdings Co., Ltd. Unit: RMB This period The same period of last year Items Consolidation Parent Company Consolidation Parent Company I. Total operating income 72,688,429.93 260,925.00 57,311,295.01 -12,887.84 Including: Operating income 72,688,429.93 260,925.00 57,311,295.01 -12,887.84 Interest income Insurance gained Commission charge and commission income II. Total operating cost 137,040,284.18 28,662,613.32 127,423,474.72 24,788,250.81 Including: Operating cost 58,169,541.66 50,981.50 51,265,599.44 208,046.94 Interest expense Commission charge and commission expense Cash surrender value Net amount of expense of compensation Net amount of withdrawal of insurance contract reserve Bonus expense of guarantee slip Reinsurance expense Operating tax and extras 4,038,496.52 -205,214.38 3,692,047.36 -708.83 Sales expenses 12,479,741.81 96,843.00 9,383,880.27 23,525.14 Administration expenses 36,203,087.95 10,412,806.74 36,994,096.10 7,958,234.84 Financial expenses 21,863,011.83 14,044,818.73 22,498,271.15 13,003,758.33 Losses of devaluation of asset 4,286,404.41 4,262,377.73 3,589,580.40 3,595,394.39 Add: Changing income of fair value(Loss is listed with “-”) - Investment income (Loss is listed with “-”) 131,129,924.21 131,129,924.21 Including: Investment income on affiliated company and joint venture - Exchange income (Loss is listed with “-”) III. Operating profit (Loss is listed with “-”) 66,778,069.96 102,728,235.89 -70,112,179.71 -24,801,138.65 Add: Non-operating income 2,518,993.95 - 7,179,059.08 - Less: Non-operating expense 220,006.79 216,032.03 650,863.94 5,402.50 Including: Disposal loss of non-current asset 27,500.00 27,500.00 9,819.10 5,402.50 IV. Total Profit (Loss is listed with “-”) 69,077,057.12 102,512,203.86 -63,583,984.57 -24,806,541.15 Less: Income tax expense 294,433.43 - 36,344.43 - V. Net p rofit (Net loss is listed with “ -”) 68,782,623.69 102,512,203.86 -63,620,329.00 -24,806,541.15 Net profit attributable to owner’s of parent company 70,637,761.25 -61,902,843.25 Minority shareholders’ gains and losses -1,855,137.56 -1,717,485.75 VI. Earnings per share i. Basic earnings per share 0.17 -0.15 ii. Diluted earnings per share 0.17 -0.15 VII. Other consolidated income 333,098,373.99 333,098,373.99 - - VIII. Total consolidated income 401,880,997.68 435,610,577.85 -63,620,329.00 -24,806,541.15 Including: Total consolidated income attributable to owners of parent company 403,736,135.24 -61,902,843.25 Total consolidated income attributable to minority shareholders -1,855,137.56 -1,717,485.75 Legal Representative: Zheng Qing Person in Charge of Accounting Works: Chen Binglian Person in Charge of Accounting Institution: Yang DaoliangHaiNan Pearl River Holdings Co., Ltd. The Third Quarterly Report For 2009 (FULL TEXT) 8 Profit Statement July-Sep. 2009 Prepared by HaiNan Pearl River Holdings Co., Ltd. Unit: RMB This period The same period of last year Items Consolidation Parent Company Consolidation Parent Company I. Total operating income 24,650,569.35 66,930.00 16,421,419.61 -529,441.59 Including: Operating income 24,650,569.35 66,930.00 16,421,419.61 -529,441.59 Interest income Insurance gained Commission charge and commission income II. Total operating cost 41,529,457.76 4,822,496.96 39,630,088.06 7,114,285.45 Including: Operating cost 19,933,791.07 16,993.83 14,807,992.66 - Interest expense Commission charge and commission expense Cash surrender value Net amount of expense of compensation Net amount of withdrawal of insurance contract reserve Bonus expense of guarantee slip Reinsurance expense Operating tax and extras 1,634,406.87 3,683.36 959,210.35 -29,119.29 Sales expenses 3,954,944.17 89,534.00 4,725,139.00 23,525.14 Administration expenses 13,006,338.49 4,424,107.20 11,607,143.81 2,808,623.67 Financial expenses 6,111,852.42 3,358,147.99 7,566,636.81 4,342,390.10 Losses of devaluation of asset -3,111,875.26 -3,069,969.42 -36,034.57 -31,134.17 Add: Changing income of fair value(Loss is listed with “-”) Investment income (Loss is listed with “-”) Including: Investment income on affiliated company and joint venture Exchange income (Loss is listed with “-”) III. Operating profit (Loss is listed with “-”) -16,878,888.41 -4,755,566.96 -23,208,668.45 -7,643,727.04 Add: Non-operating income 2,365,871.78 - 7,148,714.06 - Less: Non-operating expense 987.74 - 22,037.96 - Including: Disposal loss of non-current asset - - 22,037.96 - IV. Total Profit (Loss is listed with “-”) -14,514,004.37 -4,755,566.96 -16,081,992.35 -7,643,727.04 Less: Income tax expense 242,095.25 - 9,177.13 - V. Net profit (Net loss is listed with “-”) -14,756,099.62 -4,755,566.96 -16,091,169.48 -7,643,727.04 Net profit attributable to owner’s of parent company -14,165,641.06 -15,391,123.82 Minority shareholders’ gains and losses -590,458.56 -700,045.66 VI. Earnings per share i. Basic earnings per share -0.03 -0.04 ii. Diluted earnings per share -0.03 -0.04 VII. Other consolidated income -80,797,500.00 -80,797,501.00 - - VIII. Total consolidated income -95,553,599.62 -85,553,067.96 -16,091,169.48 -7,643,727.04 Including: Total consolidated income attributable to owners of parent company -94,963,141.06 -15,391,123.82 Total consolidated income attributable to minority shareholders -590,458.56 -700,045.66 Legal Representative: Zheng Qing Person in Charge of Accounting Works: Chen Binglian Person in Charge of Accounting Institution: Yang DaoliangHaiNan Pearl River Holdings Co., Ltd. The Third Quarterly Report For 2009 (FULL TEXT) 9 Cash Flow Statement Jan.-Sep. 2009 Prepared by HaiNan Pearl River Holdings Co., Ltd. Unit: RMB This period The same period of last year Items Consolidation Parent Company Consolidation Parent Company I. Cash flows arising from operating activities: Cash received from selling commodities and providing labor services 322,770,087.33 1,796,479.00 108,288,671.68 9,045,448.50 Net increase of customer deposit and interbank deposit Net increase of loan from central bank Net increase of capital borrowed from other financial institution Cash received from original insurance contract fee Net cash received from reinsurance business Net increase of insured savings and investment Net increase of disposal of transaction financial asset Cash received from interest, commission charge and commission Net increase of capital borrowed Net increase of returned business capital Write-back of tax received Other cash received concerning operating activities 11,921,658.30 6,288,346.54 14,242,917.28 2,454,800.13 Subtotal of cash inflow arising from operating activities 334,691,745.63 8,084,825.54 122,531,588.96 11,500,248.63 Cash paid for purchasing commodities and receiving labor service 161,957,480.49 1,984,729.33 168,389,403.35 3,937,168.96 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 43,165,659.54 3,181,120.48 32,668,436.27 2,751,595.21 Taxes paid 30,837,883.74 1,947,239.02 17,741,622.26 708,117.59 Other cash paid concerning operating activities 17,057,515.56 12,960,391.96 16,758,386.38 4,588,349.33 Subtotal of cash outflow arising from operating activities 253,018,539.33 20,073,480.79 235,557,848.26 11,985,231.09 Net cash flows arising from operating activities 81,673,206.30 -11,988,655.25 -113,026,259.30 -484,982.46 II. Cash flows arising from investing activities: Cash received from recovering investment 4,115,779.83 4,115,779.83 - - Cash received from investment income Net cash received from disposal of fixed, intangible and other long-term assets 65,198.31 - 78,690.00 1,250.00 Net cash received from disposal of subsidiaries and other units 70,000.00 - - - Other cash received concerning investing activities Subtotal of cash inflow from investing activities 4,250,978.14 4,115,779.83 78,690.00 1,250.00 Legal Representative: Zheng Qing Person in Charge of Accounting Works: Chen Binglian Person in Charge of Accounting Institution: Yang DaoliangHaiNan Pearl River Holdings Co., Ltd. The Third Quarterly Report For 2009 (FULL TEXT) 10 Cash Flow Statement Jan.-Sep. 2009 Prepared by HaiNan Pearl River Holdings Co., Ltd. Unit: RMB This period The same period of last year Items Consolidation Parent Company Consolidation Parent Company Cash paid for purchasing fixed, intangible and other long-term assets 11,860,801.02 37,966.00 27,098,895.33 1,357,994.00 Cash paid for investment - 12,000,000.00 - - Net increase of mortgaged loans Net cash received from subsidiaries and other units - - - - Other cash paid concerning investing activities - - - - Subtotal of cash outflow from investing activities 11,860,801.02 12,037,966.00 27,098,895.33 1,357,994.00 Net cash flows arising from investing activities -7,609,822.88 -7,922,186.17 -27,020,205.33 -1,356,744.00 III. Cash flows arising from financing activities Cash received from absorbing investment - - - - Including: Cash received from absorbing minority shareholders’ investment by subsidiaries Cash received from loans 427,850,000.00 317,850,000.00 89,030,000.00 13,700,000.00 Cash received from issuing bonds Other cash received concerning financing activities - - - - Subtotal of cash inflow from financing activities 427,850,000.00 317,850,000.00 89,030,000.00 13,700,000.00 Cash paid for settling debts 178,180,000.00 2,680,000.00 25,500,000.00 10,500,000.00 Cash paid for dividend and profit distributing or interest paying 8,073,196.23 1,281,089.44 11,839,881.64 2,265,175.26 Including: Dividend and profit of minority shareholder paid by subsidiaries Other cash paid concerning financing activities 67,825.00 67,825.00 2,641.00 2,641.00 Subtotal of cash outflow from financing activities 186,321,021.23 4,028,914.44 37,342,522.64 12,767,816.26 Net cash flows arising from financing activities 241,528,978.77 313,821,085.56 51,687,477.36 932,183.74 IV. Influence on cash and cash equivalents due to fluctuation in exchange rate V. Net increase of cash and cash equivalents 315,592,362.19 293,910,244.14 -88,358,987.27 -909,542.72 Add: Balance of cash and cash equivalents at the period -begin 36,655,536.17 4,869,795.27 110,933,403.84 2,188,333.46 VI. Balance of cash and cash equivalents at the period -end 352,247,898.36 298,780,039.41 22,574,416.57 1,278,790.74 Legal Representative: Zheng Qing Person in Charge of Accounting Works: Chen Binglian Person in Charge of Accounting Institution: Yang Daoliang