HAINAN PEARL RIVER HOLDINGS CO., LTD. THE FIRST QUARTERLY REPORT 2010 §1. Important Notice 1.1 The Board of Directors, the Supervisory Committee, directors, supervisors and senior executives of Hainan Pearl River Holdings Co., Ltd. (hereinafter referred to as “the Company”) hereby guarantee that this report carries no false information, misleading statements or major omissions, and will accept, individually and collectively, the responsibility for factuality, accuracy and completeness of the information set forth herein. 1.2 The Financial Report of this first quarterly report has not been audited by a CPA firm. 1.3 Mr. Zheng Qing (Chairman of the Board and GM of the Company), Mr. Chen Binglian (Standing Vice GM and Financial Principal of the Company) and Mr. Yang Daoliang (Manager of the Financial Department) hereby confirm that the Financial Report enclosed in this quarterly report is factual and complete. §2. Company Profile 2.1 Main accounting data and financial indicators Unit: (RMB) Yuan 31 Mar. 2010 31 Dec. 2009 Increase/decrease (%) Total assets (Yuan) 1,773,251,246.27 2,033,695,297.92 -12.81 Owners’ equity attributable to shareholders of listed company (Yuan) 588,210,754.68 653,104,424.27 -9.94 Share capital (share) 426,745,404 426,745,404.00 0.00 Net assets per share attributable to shareholders of listed company (Yuan/share) 1.38 1.53 -9.80 Jan.-Mar. 2010 Jan.-Mar. 2009 Increase/decrease (%) Total operation income (Yuan) 192,179,933.98 24,899,406.13 671.83 Net profit attributable to shareholders of listed company (Yuan) -204,728.92 -14,067,592.22 98.54 Net cash flows arising from operating activities (Yuan) 33,253,503.48 6,204,999.78 435.91 Net cash flows per share arising from operating activities (Yuan/share) 0.08 0.01 700.00 Basic earnings per share (Yuan/share) 0.00 -0.03 100.00 Diluted earnings per share (Yuan/share) 0.00 -0.03 100.00 Weighted average ROE (%) -0.03 -0.03 Up by 1.67% Weighted average ROE after deducting non-recurring gains and losses (%) -0.81 -0.81 Up by 0.90% Items of non-recurring gains and losses Amount from year-begin to period-end Gains and losses from disposal of non-current assets, including offset amount of asset impairment reserves already withdrawn 1,685,050.08 Capital occupation fees received from non-financial enterprises recorded into current gains and losses 3,400,895.21 Other non-business incomes and expenses except for items above -20,000.00 Less: Effect on income tax Less: Effect on minority interests 2,618.81 Total 5,063,326.482 2.2 Total number of shareholders at period-end and shareholding of top ten shareholders holding shares not subject to trading moratorium Unit: Share Total number of shareholders at period-end 49,912 Tradable shares held by top ten shareholders holding shares not subject to trading moratorium Name of shareholder (full name) Number of tradable shares not subject to trading moratorium held at period-end Type of share Beijing Wanfa Real Estate Development Co., Ltd. 112,180,478 RMB ordinary shares Hebei Securities Co., Ltd. 2,176,067 RMB ordinary shares Zhang Xiaoxia 1,949,250 Domestically listed foreign shares Wang Shuxia 1,947,641 RMB ordinary shares Yang Jianzhong 1,600,000 RMB ordinary shares Rong Hongji 1,594,700 RMB ordinary shares Chen Yunxuan 1,550,822 RMB ordinary shares Guo Hetian 1,500,000 RMB ordinary shares Guangzhou Pearl River Industrial Development Co., Ltd. 1,150,000 RMB ordinary shares Pan Qi 1,061,565 Domestically listed foreign shares §3. Significant Events 3.1 Major changes in main accounting statement items and financial indicators, as well as reasons for such changes √Applicable □Inapplicable Items As at 31 Mar. 2010 As at 31 Dec. 2009 Increase/decrease (%) Main reasons for changes Monetary funds 155,484,739 291,787,133 -46.71 Payment for investments in debt securities increased and some bank loans were repaid. Prepayment 25,033,218 44,285,761 -43.47 Prepayment for construction of the Wuhan Project Phase Ⅱ decreased due to settlement. Other receivables 322,477,557 189,594,736 70.09 Increase in investments in debt securities Inventory 356,558,351 538,999,749 -33.85 Commercial houses of the Wuhan Project Phase Ⅱ were sold and transferred. Long-term equity investment 51,907,091 13,149,424 294.75 Increase in external long-term equity investment Accounts payable 18,744,984 70,793,362 -73.52 Payables for construction of the Wuhan Project Phase Ⅱ were settled. Taxes and fares payable -7,693,049 -16,948,132 54.61 Due to sales of commercial houses of the Wuhan Project Phase Ⅱ, original taxes and fares paid in advance were transferred. Non-current liabilities due within one year 54,980,110 79,980,110 -31.26 Some bank loans were repaid. Items As of Jan.-Mar. 2010 As of Jan.-Mar. 2009 Increase/decrease (%) Main reasons for changes Operating income 192,179,934 24,899,406 671.83 Sales income from the Wuhan Project Phase Ⅱ was recognized. Asset impairment loss -3,782,347 -9,442 -39,958.75 Some original impairment reserves for the Yanjiang First Road Project were recovered. Non-business income 1,710,014 103,878 1,546.18 Net income from disposing some fixed assets such as houses and buildings Net cash flows from operating activities 33,253,503 6,205,000 435.91 Sales income from the Wuhai Project Phase Ⅱ increased and the input amount for the Yanjiang First Road was collected. Net cash flows from investing activities -121,005,633 -265,411 -45,491.79 Payment for investments in debt securities increased. Net cash flows from financing activities -48,550,264 129,533 -37,581.00 Some bank loans were repaid.3 3.2 Explanation and analysis on progress of significant eve nts, as well as relevant influence and solutions □Applicable √Inapplicable 3.3 Implementation of commitments made by the Company, shareholders and actual controller √Applicable □Inapplicable Commitment Commitment maker Contents of commitment Execution Commitment concerning share reform Beijing Wanfa The non-tradable shares held by Beijing Wanfa shall not be listed for trading in the stock exchange within at least 36 months since those shares become tradable in the A-stock market. The commitment has been fulfilled. Commitment concerning share trading moratorium None None None Commitment made in the acquisition report or the report on equity changes None None None Commitment made in the significant asset reorganization None None None Commitment made in share issuance None None None Other commitments (including supplementary ones) None None None 3.4 Warnings of possible loss or large- margin change of the accumulated net profit made during the period from the beginning of the year to the end of the next report period compared with the same period of the last year according to prediction, as well as explanations on the reasons □Applicable √Inapplicable 3.5 Other significant events 3.5.1 Securities investment □Applicable √Inapplicable 3.5.2 Researches, interviews and visits received in report period. No field researches, phone calls or written inquiries were received from investors in the report period. 3.5.3 Explanation on other significant events □Applicable √Inapplicable 3.6 Investments in financial derivative products □Applicable √Inapplicable 3.6.1 Positions of financial derivative products held at period-end □Applicable √Inapplicable HaiNan Pearl River Holdings Co., Ltd. 27 Apr. 20104 Balance Sheet 31 Mar. 2010 Prepared by HaiNan Pearl River Holdings Co., Ltd. Unit: RMB Yuan Items Closing amount Opening amount Consolidation The Company Consolidation The Company Current assets Cash at bank and on hand 155,484,738.72 73,641,503.21 291,787,132.78 161,760,970.47 Settlement fund reserve Loans to other banks Transaction financial assets Notes receivable Accounts receivable 3,798,137.29 1,045,082.61 2,645,699.47 1,014,754.61 Advances to suppliers 25,033,218.36 130,521.00 44,285,760.93 202,040.00 Premium receivables Receivables from reinsurers Reinsurance contract reserve receivables Interest receivable Dividends receivable 260,015.00 260,015.00 260,015.00 260,015.00 Other receivables 322,477,557 .46 308,471,228.34 189,594,736.47 219,693,993.49 Financial assets purchased under agreements to resell Inventories 356,558,350.85 55,981,788.41 538,999,748.54 84,392,446.86 Non-current assets due within one year Other current assets Total current assets 863,612,017.68 439,530,138.57 1,067,573,093.19 467,324,220.43 Non-current assets: Loans and advance Available-for-sale financial assets 542,972,500.00 542,972,500.00 631,417,500.00 631,417,500.00 Held-to-maturity investment Long-term receivables Long-term equity investments 51,907,091.13 257,268,976.62 13,149,424.41 238,511,309.90 Investment properties 20,562,487.56 20,783,662.44 Fixed assets 257,945,435.60 19,505,387.17 264,815,483.49 20,720,770.59 Construction in progress 3,105,000.00 2,510,000.00 Project material 606,206.60 606,206.60 Fixed assets disposal Bearer biological asset Oil and gas assets Intangible assets 32,385,179.61 1,684,115.61 32,617,178.56 1,696,031.52 Development expense Goodwill Long-term prepaid expenses 155,328.09 222,749.23 Deferred tax assets Other non -current ass ets Total non -current assets 909,639,228.59 821,430,979.40 966,122,204.73 892,345,612.01 TOTAL ASSETS 1,773,251,246.27 1,260,961,117.97 2,033,695,297.92 1,359,669,832.44 Current liabilities : Short -term borrowings 260,000,000.00 260,000,000.00 276,000,000.00 276,000,000.00 Borrowings from Central Bank Deposits and due to banks and other financial institutions Borrowings from banks and other financial institutions Transaction financial liabilities Notes payable Accounts payable 18,744,983.89 3,846,793.62 70,793,361.64 4,135,235.24 Advances from customers 240,730,687.51 3 0 6 , 9 3 2 , 1 6 3 . 7 8 Financial assets sold under agreements to repurchase Handling charges and commissions payable Employee benefits payable 3,961,196.17 506,354.86 5,055,394.37 598,915.23 Taxes payable -7,693,048.51 -3,235,698.12 -16,948,131.65 -3,354,179.89 Interests payable 73,547,976.31 36,287,222.91 65,601,325.75 29,034,494.85 Dividends payable 3,213,302.88 3,213,302.88 3,213,302.88 3,213,302.88 Other payables 306,790,539.92 236,206,976.23 332,778,891.65 235,716,634.23 Due to reinsurers Insurance contract reserve Amount payable for acting trading securities Amount payable for acting underwriting securities Non-current liabilities due within one year 54,980,110.00 79,980,110.00 Other non -current liabilities Total current liabilities 954,275,748.17 536,824,952.38 1,123,406,418.42 545,344,402.54 Non-current liabilities: Long-term borrowings 105,000,000.00 110,000,000.00 Bonds payable Long-term payables Specific -purpose account payables Accrued liabilities Deferred income tax liabilities 112,301,875.00 112,301,875.00 134,413,125.00 134,413,125.00 Other non-current liabilities Total non-current liabilities 217,301,875.00 112,301,875.00 244,413,125.00 134,413,125.00 TOTAL LIABILITIES 1,171,577,623.17 649,126,827.38 1,367,819,543.42 679,757,527.54 Owners' equity (or shareholders' equity): Pain-in capital (or share capital) 426,745,404.00 426,745,404.00 426,745,404.00 426,745,404.00 Capital reserve 722,470,405.97 725,486,745.51 788,804,155.97 791,820,495.51 Less: Treasury stock Surplus reserve 114,177,485.88 109,487,064 .39 114,177,485.88 109,487,064.39 General risk provision Retained earnings -675,182,541.17 -649,884,923.31 -676,622,621.58 -648,140,659.00 Foreign exchange difference Total owners' equity attributable to holding company 588,2 10,754.68 611,834,290.59 653,104,424.27 679,912,304.90 Minority interests 13,462,868.42 12,771,330.23 Total owners' equity (or shareholders' equity) 601,673,623.10 611,834,290.59 665,875,754.50 679,912,304.90 TOTAL LIABILITIES AND OWNERS’ EQUITY (OR SHAREHOLDERS' EQUITY) 1,773,251,246.27 1,260,961,117.97 2,033,695,297.92 1,359,669,832.44 Legal Representative: Zheng Qing; CFO: Chen Binglian; Accounting Manager: Yang Daoliang5 Income Statement 31 Mar. 2010 Prepared by HaiNan Pearl River Holdings Co., Ltd. Unit: RMB Yuan Jan.-Mar. 2010 Jan.-Mar. 2009 Items Consolidation The Company Consolidation The Company I. Total operating revenue 192,179,933.98 89,005.20 24,899,406.13 126,985.00 Including: Sales 192,179,933.98 89,005.20 24,899,406.13 126,985.00 Interest income Premium income Handling charges and commission income II. Total operating cost 191,241,951.06 2,286,926.83 39,554,957.55 6,570,475.94 Including: Operating cost 157,540,842.50 33,189.49 18,140,479.93 Interest expenses Handling charges and commission expenses Surrender value Claim expenses-net Insurance contract reserve-net Policy dividend payment Amortized reinsurance expense Tax and levies on operations 12,706,631.35 4,895.29 1,284,676.47 6,984.19 Selling expense 2,629,616.08 19,061.00 2,800,608.37 988.00 Administrative expenses 14,409,352.51 3,440,099.06 11,340,595.14 3,094,777.88 Financial expenses 7,737,855.12 4,196,504.90 5,998,039.20 3,482,241.04 Asset impairment losses -3,782,346.50 -5,406,822.91 -9,441.56 -14,515.17 Add: Income from change in fair value (“-” shows loss) Investment income (“-” shows loss) -145,793.72 -145,793.72 Including: share of results of associates -145,793.72 -145,793.72 Exchange gain/(loss) (“-” shows loss) III. Operating profit (“-” shows loss) 792,189.20 -2,343,715.35 -14,655,551.42 -6,443,490.94 Add: Non-operating income 1,710,013.72 1,710,013.72 103,877.68 Less: Non-operating expenses 44,963.64 14,023.12 1,587.02 including: Loss on disposals of non-current assets 24,963.64 14,023.12 IV. Total profit (“-” shows loss) 2,457,239.28 -647,724.75 -14,553,260.76 -6,443,490.94 Less: Income tax expenses 1,970,430.01 8,058.13 V. Net profit (“-” shows net loss) 486,809.27 -647,724.75 -14,561,318.89 -6,443,490.94 Attributable to owners of parent company -204,728.92 -14,067,592.22 Profit and loss of minority shareholders 691,538.19 -493,726.67 VI. Earning per share: (1) Basic earnings per share (RMB/share) 0.00 -0.03 (2) Diluted earnings per share (RMB/share) 0.00 -0.03 VII. Other comprehensive income -64,688,940.67 -67,430,289.56 722,229,548.20 722,229,548.20 VIII. Total comprehensive income -64,202,131.40 -68,078,014.31 707,668,229.31 715,786,057.26 Attributable to: Equity holders of the Company -64,893,669.59 708,161,955.98 Minority interest 691,538.19 -493,726.67 Legal Representative: Zheng Qing; CFO: Chen Binglian; Accounting Manager: Yang Daoliang6 Cash Flow Statement 31 Mar. 2010 Prepared by HaiNan Pearl River Holdings Co., Ltd. Unit: RMB Yuan Jan.-Mar. 2010 Jan.-Mar. 2009 Items Consolidation The Company Consolidation The Company I. Cash flows from operating activities Cash received from rendering of services 125,827,958.74 58,080.41 99,461,837.41 1,579,849.00 Net increase in customer bank deposits and due to banks and other financial institutions Net increase in borrowings from central bank Net increase in borrowings from other financial institutions Premium received from original insurance contracts Net c ash received from reinsurance Net increase in policy holder deposits and investment funds Net increase in disposal of held -for-trading financial assets Interest, handling charges and commission s received Net increase in borrowings from banks and other financial institutions Net increase in buy-back business Taxes and fare s paid Other cash received relating to operating activities 42,902,688.17 36,165,058.20 2,797,652.48 1,965,218.06 Sub-total of cash inflows 168,730,646.91 36,223,138.61 102,259,489.89 3,545,067.06 Cash paid for goods and services 54,007,448.14 225,927.07 64,910,004.04 312,804.31 Net increase in l oans and advances to customers Net increase in deposits with central bank and other financial institutions Original insurance contract c laims paid Cash paid for interest, fees and commissions Dividends paid to policyholders Cash paid to and on behalf of employees 15,327,519.92 868,429.47 14,630,301.58 1,043,225.70 Payments of taxes and levies 6,584,875.54 496,485.45 9,882,161.43 210,999.31 Cash paid relating to other operating activities 59,557,299.83 7,545,150.00 6,632,023.06 7,768,258.43 Sub-total of cash outflows 135,477,143.43 9,135,991.99 96,054,490.11 9,335,287.75 Net cash flows from operating activities 33,253,503.48 27,087,146.62 6,204,999.78 -5,790,220.69 II. Cash flows from investing activities Cash received from disposals of investments 5,000,000.00 5,000,000.00 Cash received from returns on investments Net cash received from disposals of fixed assets and intangible assets 3,686,573.00 3,628,173.00 Net cash received from disposal of subsidiaries and other business units Other cash received relating to investing activities Sub-total of cash inflows 8,686,573.00 8,628,173.00 Cash paid to purchase fixed assets, intangible assets and other long-term assets 7,290,312.93 922,747.00 265,411.00 29,966.00 Cash paid for investments 107,000,000.00 107,000,000.00 Net increase in pledged loans Net cash paid from obtaining subsidiaries and other business units Cash paid relating to other investing activities 15,401,893.30 Sub-total of cash outflows 129,692,206.23 107,922,747.00 265,411.00 29,966.00 Net cash flows from investing activities -121,005,633.23 -99,294,574.00 -265,411.00 -29,966.00 III. Cash flows from financing activities Cash received from absorbing investment Including: Cash received by subsidiaries from increase in minority interests Cash received from borrowings 6,500,000.00 6,500,000.00 Cash received from issuing debentures Other cash received relating to financing activities Sub-total of cash inflows 6,500,000.00 6,500,000.00 Cash repayments of borrowings 46,000,000.00 16,000,000.00 3,500,000.00 Cash payments for interest expenses and distribution of dividends or profits 2,550,264.31 -87,960.12 2,870,466.66 435,486.03 Including: Cash payments for dividends or profits to mi nority shareholders of subsidiaries Cash payments relating to other financing activities Sub-total of cash outflows 48,550,264.31 15,912,039.88 6,370,466.66 435,486.03 Net cash flows from financing activities -48,550,264.31 -15,912,039.88 129,533.34 6,064,513.97 IV. Effect of foreign exchange rate changes on cash and cash equivalents V. Net (decrease)/increase in cash and cash equivalents -136,302,394.06 -88,119,467.26 6,069,122.12 244,327.28 Add: Cas h and cash equivalents at beginning of year 291,787,132.78 161,760,970.47 36,655,536.17 4,869,795.27 VI. Cash and cash equivalent at end of year 155,484,738.72 73,641,503.21 42,724,658.29 5,114,122.55 Legal Representative: Zheng Qing; CFO: Chen Binglian; Accounting Manager: Yang Daoliang