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ST珠江B:2012年半年度报告(英文版)2012-08-26  

						                                   Abstract of the Semi-Annual Report 2012 of HaiNan Pearl River Holdings Co., Ltd.



                       HAINAN PEARL RIVER HOLDINGS CO., LTD.

                  ABSTRACT OF THE SEMI-ANNUAL REPORT 2012


                                          I. Important Notes


The Board of Directors, the Supervisory Committee as well as directors, supervisors and senior management staff
of HaiNan Pearl River Holdings Co., Ltd. (hereinafter referred to as “the Company” warrant that this report does
not contain any false information, misleading statements or material omissions and they will assume individual
and/or joint responsibility for the factuality, accuracy and completeness of all contents set forth herein.
All directors were present at the board session for reviewing this report.
Mr. Zheng Qing, company principal, Mr. Chen Binglian, head of the accounting work, and Mr. Yang Daoliang,
head of the accounting department (person-in-charge of accounting) hereby declare that they guarantee the
factuality and completeness of the financial report carried in the semi-annual report.
English Translation for Reference Only. Should there be any discrepancy between the two versions, the Chinese
version shall prevail.


                                        II. Company Profile


(I)Basic information

A-share abbreviation                  STZJ
A-share code                          000505
Stock exchange listed with            Shenzhen Stock Exchange
                                                 Company Secretary                 Securities Affairs Representative
Name                                  Yu Cuihong
                                      29/F, Royal Empire Building, Pearl River
Contact address                       Plaza, Binhai Avenue, Haikou, Hainan
Tel.                                  0898— 68581888, 68581199 ext.
Fax                                   0898— 68581026

                                      hnpearlriver@21cn.net
E-mail


(II)Financial highlights

1. Major accounting data and financial indexes

Any retrospective adjustment in previous financial statements?
? Yes v No
                                                                                     Unit: RMB Yuan
                                                                       Increase/decrease
                                  30 Jun. 2012       31 Dec. 2011                                      Notes
                                                                              (%)




                                                                                                                       1
                                            Abstract of the Semi-Annual Report 2012 of HaiNan Pearl River Holdings Co., Ltd.



Total assets                              1,419,110,691.00         1,311,949,739.44                   8.17

Owners’ equity attributable        to      387,301,911.35          373,004,748.20                    3.83 Attributable to owners of the
shareholders of the Company                                                                                Company

Share capital                               426,745,404.00          426,745,404.00                    0.00

Net assets per share attributable to                 0.9076                  0.8741                   3.83 4 digits after the decimal point
shareholders of the Company
(RMB Yuan/share)
                                         Jan.-Jun. 2012            Jan.-Jun. 2011                    Increase/decrease (%)
Gross operating revenues                    108,341,956.20          144,292,773.73                  -24.92

Operating profit                            -35,251,504.31            -8,992,867.70                -291.99

Total profit                                -35,304,968.75            -8,630,152.22                -309.09

Net    profit     attributable      to      -37,734,798.44           -15,041,866.11                -150.87 Attributable to owners of the
shareholders of the Company                                                                                Company

Net     profit    attributable  to          -59,037,643.78           -35,013,277.56                 -68.62
shareholders of the Company after
deducting non-recurring gains and
losses
Basic EPS (RMB Yuan/share)                           -0.0884                -0.0352                -151.14 4 digits after the decimal point

Diluted EPS (RMB Yuan/share)                         -0.0884                -0.0352                -151.14 4 digits after the decimal point

Weighted average ROE (%)                             -9.93%                 -3.05%                 -6.88%-6.88%

Net cash flow from operating                -35,592,424.56           -27,380,569.51                 -29.99
activities
Net cash flow per share from                         -0.0834                -0.0642                 -29.91
operating activities (RMB
Yuan/share)
Notes to major accounting data and financial indexes before the end of the reporting period (Please give notes if
there is any retrospective adjustment):

2. Items of non-recurring gains and losses

vApplicable ? Inapplicable
                            Items                                  Jan.-Jun. 2012 (RMB Yuan)                       Notes
Gains and losses on disposal of non-current assets                                    60,773.50
Tax rebate, reduction or exemption due to un-authorized
approval or the lack of formal approval documents
Government grants recognized in the current year, except
for those acquired in the ordinary course of business or
granted at certain quotas or amounts according to the
country’ unified standards
Capital occupation fees received from non-financial
                                                                                    2,829,976.10
enterprises that are included in current gains and losses
Gains generated when the investment costs of the
Company’ acquiring subsidiaries, associates and joint
ventures are less than the fair value of identifiable net assets
in the investees attributable to the Company in the
acquisition of the investments
Exchange gains and losses of non-monetary assets
Gains and losses through entrusting others to invest or
manage assets
Various asset impairment provisions due to acts of God such
as natural disasters
Gains and losses on debt restructuring




                                                                                                                                              2
                                          Abstract of the Semi-Annual Report 2012 of HaiNan Pearl River Holdings Co., Ltd.



Enterprise reorganization expenses, such as expenses on
employee settlement and integration
Gains and losses on the parts exceeding the fair value when
prices of transactions become unfair
Net current gains and losses from the period-begin to the
combination date of subsidiaries due to business
combinations under the same control
Gains and losses on contingent matters which are irrelevant
to the normal operation of the Company
Gains and losses on fair value changes of transactional
financial assets and liabilities, and investment gains on
disposal of transactional financial assets and liabilities and              18,542,755.18
available-for-sale financial assets, except for the effective
hedging business related to the Company’ normal operation
Reversal of impairment provisions for accounts receivable
which are separately tested for impairment signs
Gains and losses on entrustment loans from external parties
Gains and losses on fair value changes of investing
properties for which the fair value method is adopted for
subsequent measurement
Current gain and loss effect due to a just-for-once
adjustment to current gains and losses according to
requirements of taxation and accounting laws and
regulations
Custodian fee income from entrusted operations with the
Company
Other non-operating incomes and expenses besides the
                                                                               -114,237.94
items above
Other gain and loss items that meet the definition of
non-recurring gains and losses
Minority interests effects                                                          -6,341.50
Income tax effects                                                              -10,080.06


Total                                                                       21,302,845.34                        --


3. Net profit and net asset differences between financial reports disclosed according to the international and
Chinese accounting standards respectively

vApplicable ? Inapplicable
                                                                                                                      Unit: RMB Yuan
                                   Net profit attributable to shareholders of the       Owners’equity attributable to shareholders of
                                                     Company                                           the Company
                                    Reporting period       Same period of last year        Closing amount         Opening amount
As per Chinese accounting
                                          -37,734,798.44            -15,041,866.11              387,301,911.35         373,004,748.20
standards
Items and amounts adjusted according to international accounting standards:
-Adjustment to amortization
                                                                                                 -1,337,000.00           -1,337,000.00
of land use rights
As per international
                                          -37,734,798.00            -15,041,866.00              385,964,911.00         371,667,748.00
accounting standards




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                                          Abstract of the Semi-Annual Report 2012 of HaiNan Pearl River Holdings Co., Ltd.



4. Net profit and net asset differences between financial reports disclosed according to the overseas and
Chinese accounting standards respectively

vApplicable ? Inapplicable
                                                                                                                        Unit: RMB Yuan
                                    Net profit attributable to shareholders of the         Owners’equity attributable to shareholders of
                                                      Company                                             the Company
                                    Reporting period           Same period of last year       Closing amount         Opening amount
As per Chinese accounting
                                          -37,734,798.44                -15,041,866.11            387,301,911.35          373,004,748.20
standards
Items and amounts adjusted according to overseas accounting standards:
-Adjustment to amortization
                                                                                                   -1,337,000.00            -1,337,000.00
of land use rights
As per international
                                          -37,734,798.00                -15,041,866.00            385,964,911.00          371,667,748.00
accounting standards



    III. Changes in Share Capital and Particulars about Shareholders



(I)Changes in share capital
? Applicable vInapplicable

(II)Shares held by the top ten holders of tradable shares/shares not subject to trading
moratorium

Shares held by the top ten shareholders and the top ten shareholders holding tradable shares
Total number of shareholders                                                                                                       42,968
Particulars about shares held by the top ten shareholders
                                                       Sharehold                                            Pledged or frozen shares
                                                                                           Number of
 Name of shareholder (full         Nature of              ing    Total shares held at
                                                                                          non-tradable                     Number of
          name)                   shareholder          percentag the period-end            shares held Status of shares      shares
                                                         e (%)
Beijing Wanfa Real Estate      State-owned               26.36%         112,479,478                  0
Development Co., Ltd.          corporation

Xiao Gengning                  Domestic      natural      0.74%            3,145,022                 0
                               person

Chen Yunxuan                   Domestic      natural      0.67%            2,859,302                 0
                               person

Zhang Xiaoxia                  Domestic      natural      0.46%            1,949,250                 0
                               person

Zhang Chuntian                 Domestic      natural      0.36%            1,540,000                 0
                               person

Ou Lei                         Domestic      natural      0.35%            1,500,000                 0
                               person

Zhang Huisheng                 Domestic      natural      0.33%            1,400,000                 0
                               person
                               Domestic
Nanhua Finance Co., Ltd.       non-state-owned             0.3%            1,299,500         1,299,500
                               corporation
                               Domestic      natural
Huang Yueling                                             0.28%            1,184,900                 0
                               person




                                                                                                                                            4
                                          Abstract of the Semi-Annual Report 2012 of HaiNan Pearl River Holdings Co., Ltd.



Pearl River       Enterprise State-owned              0.27%            1,150,000                 0
Group                        corporation
Particulars about shares held by the top ten shareholders holding tradable shares
                                                    Number of tradable shares                  Type and number of shares
              Name of shareholder
                                                             held                       Type                   Number


Explanation on associated relationship or/and
persons acting in concert among the
above-mentioned shareholders


(III)Change of the controlling shareholder and the actual controller

? Applicable vInapplicable


 IV. Particulars about Directors, Supervisors and Senior Management


(I)Shareholding changes of directors, supervisors and senior management

                                               Number of       Number of                  Of which:   Number of
                                Number of        shares          shares     Number of     number of stock options       Reason for
    Name        Office title   shares held at increased in    decreased in shares held at
                                                                                           restricted   held at          change
                               period-begin    reporting       reporting    period-end
                                                                                          shares held period-end
                                                 period          period
               Chairman,
Zheng Qing                           34,175              0              0           34,175       34,175        34,175 N/A
               GM
               Vice
Zhang Jian                                 0             0              0               0             0             0 N/A
               Chairman
Peng Shuyin Director                       0             0              0               0             0             0 N/A
Shi Yonghui    Director                    0             0              0               0             0             0 N/A
Liu Wenjie     Director                    0             0              0               0             0             0 N/A
Chen Wenbin Director                       0             0              0               0             0             0 N/A
Li         Independent
                                           0             0              0               0             0             0 N/A
Guangzhong Director
Wang           Independent
                                           0             0              0               0             0             0 N/A
Zhigang        Director
Huang          Independent
                                           0             0              0               0             0             0 N/A
Weimin         Director
            Chairman of
Wu Xiaojing the                            0             0              0               0             0             0 N/A
            Supervisory
            Committee
She Jianhui    Supervisor                  0             0              0               0             0             0 N/A
Wang Geping Supervisor                     0             0              0               0             0             0 N/A
Chen           Executing
                                           0             0              0               0             0             0 N/A
Binglian       Vice GM
               Vice GM,
Yu Cuihong     Company                     0             0              0               0             0             0 N/A
               Secretary
Yang           Vice GM                     0             0              0               0             0             0 N/A




                                                                                                                                     5
                                        Abstract of the Semi-Annual Report 2012 of HaiNan Pearl River Holdings Co., Ltd.



Daoliang
Wu Jianshe       Vice GM                0               0             0              0                 0             0 N/A



                                   V. Report of the Board of Directors


(I)Main business lines classified by industries and products

                                                                                                                     Unit: RMB Yuan
                                          Main business lines classified by industries
                                                                          Increase/decrease      Increase/decrease Increase/decrease
                                                                              of operating        of operating cost of gross profit
                       Operating                      Gross profit rate         revenue                              rate compared
      Industry                        Operating cost                                               compared with
                        revenue                              (%)            compared with                            with the same
                                                                                                  the same period
                                                                           the same period                          period last year
                                                                                                    last year (%)
                                                                             last year (%)                                 (%)
Sale of real estate   22,880,211.00    11,265,104.81             50.76%               -66.4%                 -64.7%            -2.38%
Property
management and        52,229,168.34     47,199,383.70              9.63%                  9.6%             10.88%             -1.04%
service
Travel and hotel
                      31,628,808.66     15,626,961.42            50.59%              15.35%                36.22%             -7.58%
services
                                          Main business lines classified by products
                                                                          Increase/decrease Increase/decrease Increase/decrease
                                                                              of operating   of operating cost of gross profit
                       Operating                      Gross profit rate         revenue                         rate compared
      Product                         Operating cost                                          compared with
                        revenue                             (%)             compared with the same period       with the same
                                                                           the same period                     period last year
                                                                                               last year (%)
                                                                             last year (%)                            (%)


Explanation to the reasons for any significant year-on-year change of the gross profit rate:
N/A


(II)Main business lines classified by regions

                                                                                                                  Unit: RMB Yuan
                                                                                      Increase/decrease compared with the same
                   Region                               Operating revenue
                                                                                                 period last year (%)
Hainan                                                                  71,616,099.00                                     4.71%
Hubei                                                                     23,204,485.00                                      -66.16%
Shanghai                                                                   1,262,255.00                                        100%
Heilongjiang                                                              10,655,349.00                                      73.31%
Beijing                                                                            0.00                                       -100%


(III)Reasons for any significant change in main business and its structure

? Applicable vInapplicable

(IV)Reasons of significant changes in profitability of main business (gross profit rate)
compared with that in the last year

? Applicable vInapplicable


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                                     Abstract of the Semi-Annual Report 2012 of HaiNan Pearl River Holdings Co., Ltd.



(V)Analysis on reasons of significant changes in profit breakdown compared with the last
year

vApplicable ? Inapplicable
The profit for the reporting period mainly came from the settlement income from the Hubei real estate project and
the investment income from transferring 1.871 million shares of Southwest Securities, and the profit for the same
period of last year mainly came from the settlement income from the Hubei real estate project and the capital
occupation fee income.

(VI)Particulars about utilization of the raised funds

1. Utilization of the raised funds

? Applicable vInapplicable

2. Change of projects invested with raised funds

? Applicable vInapplicable

(VII)Revision of the Board of Directors’business plan for the second half of the year

? Applicable vInapplicable

(VIII)Business performance estimate for Jan. -Sept. 2012

Warnings of estimated possible losses or major changes of the accumulative net profit achieved during the period
from the beginning of the year to the end of the next reporting period compared with the same period of last year,
as well as the reasons
? Applicable vInapplicable

(IX)Explanation of the Board of Directors on “Non-standard Auditing Report” issued by
the CPA firm for the reporting period

? Applicable vInapplicable

(X)Explanation of the Board of Directors on changes and solutions of the issues involved in
the “Non-standard Auditing Report” issued by the CPA firm for last year

? Applicable vInapplicable


                                        VI. Significant Events


(I)Purchase, sales and reorganization of assets

1. Purchase of assets

? Applicable vInapplicable



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                                           Abstract of the Semi-Annual Report 2012 of HaiNan Pearl River Holdings Co., Ltd.



Notes to purchase of assets:


2. Sale of assets

? Applicable vInapplicable
Notes to sale of assets:


3. Progress of these events after the publication of the assets reorganization report or public notices on the
purchases or sales of assets, as well as the influences of these events on the operation results and financial
status of the Company in this reporting period


? Applicable vInapplicable

(II)Guarantee events

? Applicable vInapplicable

(III)Non-operating credits and liabilities with related parties

Was there any non-operating credit or liability with any related party?
? Yes v No

(IV)Significant lawsuits and arbitrations

? Applicable vInapplicable

(V) Other significant events as well as analysis and explanations on their impact and
solutions

? Applicable vInapplicable

1. Securities investment
vApplicable ? Inapplicable
                                                                                                         Proportion in
                                                                Initial  Number of     Closing              the total   Gain/loss in
    Serial     Variety of      Code of          Abbr. of     investment shares held at carrying              closing   the reporting
     No.       securities     securities       securities      amount        the       amount              securities period (RMB
                                                            (RMB Yuan) period-end (RMB Yuan)              investment       Yuan)
                                                                                                          amount (%)
                                                            150,000,000.                 354,896,490.                     52,031,961.5
1            Stock          600369          XNZQ                            31,379,000                             100%
                                                                      00                           00                                9
Other securities investments held at the period-end                  0.00     --                  0.00              0%            0.00
                                                                                                                          18,542,755.1
Gain/loss on selling securities in the reporting period         --            --             --               --
                                                                                                                                     8
                                                            150,000,000.                 354,896,490.
Total                                                                         --                      100%
                                                                      00                           00
Notes to securities investment:
The Proposal on Authorizing the Chairman to Deal with Shares of Southwest Securities Held by the Company in
Proper Timing was reviewed and approved unanimously at the 20th Session of the 6th Board of Directors on 13 Jun.



                                                                                                                                         8
                                         Abstract of the Semi-Annual Report 2012 of HaiNan Pearl River Holdings Co., Ltd.



2012 and later approved upon voting at the 1st Special Shareholders’General Meeting for 2012. In order to
increase the utilization efficiency of the Company’ assets, the Board of Directors agreed its chairman to make
decisions about the shares of Southwest Securities held by the Company (timing, number and method about
dealing with the shares) according to the Company’ development strategy, the securities market situation and the
Company’ operating and financial status.
On 28 Jun. 2012, the Company sold 919,400 such shares via the secondary stock market, with the average trading
price being RMB 11.57 per share.
On 29 Jun. 2012, the Company sold 951,600 such shares via the secondary stock market, with the average trading
price being RMB 11.34 per share.

2. Holding equity of other listed companies

? Applicable vInapplicable
Notes to holding equity of other listed companies:


3. Capital occupation during the reporting period and debt-clearing progress

? Applicable vInapplicable
The accountability plan put forward by the Board of Directors when the Company had not completed collecting
the capital occupied for non-operating purposes by the end of the reporting period

? Applicable vInapplicable

4. Fulfillment of commitments

Commitments made by the Company, its directors, supervisors, senior management, shareholders holding more
than 5% shares of the Company, actual controller or any other relevant party in this reporting period, or such
commitments carried down into this reporting period
? Applicable vInapplicable

5. Pre-plan of the Board of Directors for profit distribution or turning capital reserves into share capital

? Applicable vInapplicable

6. Items of other comprehensive income

                                                                                                           Unit: RMB Yuan
                                    Items                                  Jan.-Jun. 2012            Jan.-Jun. 2011
1. Profits/(losses) from available-for-sale financial assets                       83,946,040.00             7,980,000.00
Less: Effects on income tax generating from available-for-sale
                                                                                  20,986,510.00             1,995,000.00
financial assets
Net amount transferred into profit and loss in the current period that
                                                                                  10,927,568.41
recognized into other comprehensive income in prior period
Subtotal                                                                          52,031,961.59             5,985,000.00
2. Interests in the investee entities’other comprehensive income as per
equity method
Less: Effects on income tax generating from the interests in the
investee entities’other comprehensive income as per equity method
Net amount transferred into profit and loss in the current period that
recognized into other comprehensive income in prior period
Subtotal
3. Profits/(losses) from cash flow hedging instrument
Less: Effects on income tax generating from cash flow hedging
instrument



                                                                                                                           9
                                              Abstract of the Semi-Annual Report 2012 of HaiNan Pearl River Holdings Co., Ltd.



Net amount transferred into profit and loss in the current period that
recognized into other comprehensive income in prior period
The adjustment value that is the converted initial recognition amount of
arbitrage project
Subtotal
4. Converted amount of foreign currency financial statements
Less: Net value of disposal of oversea operations that recognized into
current profit and loss
Subtotal
5. Other
Less: Effects on income tax generating from the others that included
into other comprehensive income
Net amount transferred into profit and loss in the current period that
recognized into other comprehensive income in prior period
Subtotal
Total                                                                                   52,031,961.59                  5,985,000.00


(VI)Particulars about researches, visits and interviews received in this reporting period

                                                                                                         Main discussion and
 Time of reception       Place of reception      Way of reception      Visitor type          Visitor    materials provided by the
                                                                                                               Company




                                                 VII. Financial Report


(I)Audit opinion

Has this interim report been audited?
? Yes v No

(II)Financial statements

Consolidated statements or not?
v Yes ? No
1. Consolidated balance sheet
Prepared by HaiNan Pearl River Holdings Co., Ltd.
                                                                                                                  Unit: RMB Yuan
                  Item                   Note                   30 Jun. 2012                            31 Dec. 2011
Current Assets:
  Monetary funds                                                            64,075,389.48                          52,507,843.73
  Settlement reserves
  Intra-group lendings
  Transactional financial assets                                                      0.00                                     0.00
  Notes receivable                                                                    0.00                                     0.00
  Accounts receivable                                                       10,524,260.83                              7,047,354.39
  Accounts paid in advance                                                 152,107,124.73                          76,803,784.89
  Premiums receivable




                                                                                                                                  10
                                          Abstract of the Semi-Annual Report 2012 of HaiNan Pearl River Holdings Co., Ltd.



  Reinsurance premiums receivable
   Receivable reinsurance contract
reserves
  Interest receivable                                                           0.00                                 0.00
   Dividend receivable                                                    260,015.00                          260,015.00
  Other accounts receivable                                           252,922,380.41                       305,101,592.12
  Financial assets purchased under
agreements to resell
  Inventories                                                         107,822,162.83                       118,087,721.51
  Non-current assets due within 1
year
  Other current assets
Total current assets                                                  587,711,333.28                       559,808,311.64
Non-current assets:
  Loans by mandate and advances
granted
  Available-for-sale financial assets                                 354,896,490.00                       286,947,500.00
  Held-to-maturity investments
  Long-term accounts receivable
  Long-term equity investment                                          51,432,102.93                        51,861,567.21
  Investing property                                                   25,892,076.58                        26,736,246.75
  Fixed assets                                                        333,624,430.69                       325,412,316.44
 Construction in progress                                              20,799,397.88                        17,949,172.88
  Engineering materials                                                   606,206.60                          606,206.60
 Disposal of fixed assets
  Production biological assets
  Oil-gas assets
  Intangible assets                                                    32,144,089.10                        32,558,549.97
  R&D expense
  Goodwill
  Long-term deferred expenses                                          12,004,563.94                        10,069,867.95
 Deferred income tax assets
  Other non-current assets
Total of non-current assets                                           831,399,357.72                       752,141,427.80
Total assets                                                        1,419,110,691.00                     1,311,949,739.44
Current liabilities:
  Short-term borrowings                                               235,000,000.00                        45,000,000.00
 Borrowings from Central Bank
  Customer bank deposits and due
to banks and other financial
institutions
  Intra-group borrowings
  Transactional financial liabilities
  Notes payable
  Accounts payable                                                     22,954,059.56                        22,624,982.35
  Accounts received in advance                                          8,979,806.60                        19,556,674.90
  Financial      assets      sold   for
repurchase
  Handling             charges      and



                                                                                                                        11
                                           Abstract of the Semi-Annual Report 2012 of HaiNan Pearl River Holdings Co., Ltd.



commissions payable
  Employee’                compensation
                                                                          6,561,503.66                               6,909,929.01
payable
  Tax payable                                                             3,421,620.76                               3,581,099.43
  Interest payable                                                      106,368,747.73                           99,701,134.38
  Dividend payable                                                        3,213,302.88                               3,213,302.88
  Other accounts payable                                                359,928,370.27                          349,335,603.33
  Reinsurance premiums payable
  Insurance contract reserves
   Payables for acting trading of
securities
   Payables for acting underwriting
of securities
  Non-current liabilities due within
                                                                         12,000,000.00                          232,000,000.00
1 year
  Other current liabilities
Total current liabilities                                               758,427,411.46                          781,922,726.28
Non-current liabilities:
  Long-term borrowings                                                  191,000,000.00                           81,000,000.00
  Bonds payable
  Long-term payables
  Specific payables
  Projected liabilities
  Deferred income tax liabilities                                        67,653,941.30                           49,347,638.80
  Other non-current liabilities
Total non-current liabilities                                           258,653,941.30                          130,347,638.80
Total liabilities                                                     1,017,081,352.76                          912,270,365.08
Owners’ equity (or shareholders’
equity)
  Paid-up capital (or share capital)                                    426,745,404.00                          426,745,404.00
  Capital reserves                                                      582,483,617.56                          530,451,655.97
  Less: Treasury stock
  Specific reserves
  Surplus reserves                                                      109,487,064.39                          109,487,064.39
  Provisions for general risks
  Retained profits                                                     -731,414,174.60                         -693,679,376.16
  Foreign exchange difference
Total equity attributable to owners
                                                                        387,301,911.35                          373,004,748.20
of the Company
Minority interests                                                       14,727,426.89                           26,674,626.16
Total owners’ (or shareholders’
                                                                        402,029,338.24                          399,679,374.36
equity
Total liabilities and owners’ (or
                                                                      1,419,110,691.00                        1,311,949,739.44
shareholders’ equity


Legal representative: Zheng Qing                            Person-in-charge of the accounting work: Chen Binglian

Chief of the accounting division: Yang Daoliang




                                                                                                                                12
                                         Abstract of the Semi-Annual Report 2012 of HaiNan Pearl River Holdings Co., Ltd.



2. Balance sheet of the Company

                                                                                                          Unit: RMB Yuan
                  Item                  Note               30 Jun. 2012                        31 Dec. 2011
Current Assets:
  Monetary funds                                                      12,257,715.18                            515,955.59
  Transactional financial assets
  Notes receivable
  Accounts receivable                                                     1,788,612.34                        1,233,403.30
  Accounts paid in advance                                            50,000,000.00                        50,000,000.00
  Interest receivable
   Dividend receivable                                                      260,015.00                         260,015.00
  Other accounts receivable                                          413,736,272.15                       401,353,832.36
  Inventories                                                             4,824,035.45                        4,824,035.45
  Non-current assets due within 1
year
  Other current assets
Total current assets                                                 482,866,650.12                       458,187,241.70
Non-current assets:
  Available-for-sale financial assets                                354,896,490.00                       286,947,500.00
  Held-to-maturity investments
  Long-term accounts receivable
  Long-term equity investment                                        300,734,154.62                       301,163,618.90
  Investing property                                                      7,744,632.23                        7,895,850.53
  Fixed assets                                                        18,259,612.67                        19,120,348.43
 Construction in progress
  Engineering materials
 Disposal of fixed assets
  Production biological assets
  Oil-gas assets
  Intangible assets                                                       1,576,872.42                        1,600,704.24
  R&D expense
  Goodwill
  Long-term deferred expenses
 Deferred income tax assets
  Other non-current assets
Total of non-current assets                                          683,211,761.94                       616,728,022.10
Total assets                                                       1,166,078,412.06                     1,074,915,263.80
Current liabilities:
  Short-term borrowings                                              235,000,000.00
  Transactional financial liabilities
  Notes payable
  Accounts payable                                                        2,482,949.70                        2,482,949.70
  Accounts received in advance                                              178,200.00                          59,400.00
  Employee’             compensation
                                                                            391,029.53                         537,236.72
payable
  Tax payable                                                             -2,063,466.44                    -2,478,194.48




                                                                                                                         13
                                           Abstract of the Semi-Annual Report 2012 of HaiNan Pearl River Holdings Co., Ltd.



  Interest payable                                                       74,942,477.24                        69,588,108.07
  Dividend payable                                                           3,213,302.88                         3,213,302.88
  Other accounts payable                                               260,621,830.62                       347,896,763.31
  Non-current liabilities due within
                                                                                                            220,000,000.00
1 year
  Other current liabilities
Total current liabilities                                              574,766,323.53                       641,299,566.20
Non-current liabilities:
  Long-term borrowings
  Bonds payable
  Long-term payables
  Specific payables
  Projected liabilities
  Deferred income tax liabilities                                        66,601,927.50                        48,295,625.00
  Other non-current liabilities
Total non-current liabilities                                            66,601,927.50                        48,295,625.00
Total liabilities                                                      641,368,251.03                       689,595,191.20
Owners’ equity (or shareholders’
equity)
  Paid-up capital (or share capital)                                   426,745,404.00                       426,745,404.00
  Capital reserves                                                     585,499,957.10                       533,467,995.51
  Less: Treasury stock
  Specific reserves
  Surplus reserves                                                     109,487,064.39                       109,487,064.39
  Retained profits                                                     -597,022,264.46                      -684,380,391.30
  Foreign exchange difference
Total owners’ (or shareholders’
                                                                       524,710,161.03                       385,320,072.60
equity
Total liabilities and owners’ (or
                                                                      1,166,078,412.06                     1,074,915,263.80
shareholders’ equity


3. Consolidated income statement

                                                                                                            Unit: RMB Yuan
                    Item                  Note              Jan.-Jun. 2012                       Jan.-Jun. 2011
I. Total operating revenues                                            108,341,956.20                       144,292,773.73
Including: Sales income                                                108,341,956.20                       144,292,773.73
       Interest income
       Premium income
      Handling    charge            and
commission income
II. Total operating cost                                               161,706,751.41                       152,880,825.51
Including: Cost of sales                                                 74,969,155.92                        86,517,326.29
       Interest expenses
      Handling      charge          and
commission expenses
       Surrenders
        Net claims paid
        Net amount withdrawn for



                                                                                                                             14
                                               Abstract of the Semi-Annual Report 2012 of HaiNan Pearl River Holdings Co., Ltd.



the insurance contract reserve
       Expenditure             on     policy
dividends
       Reinsurance premium
        Taxes and associate charges                                           8,907,927.55                              17,123,298.21
      Selling       and         distribution
                                                                              4,879,658.11                               3,593,594.12
expenses
       Administrative expenses                                               53,000,592.30                              39,721,435.23
       Financial expenses                                                    29,066,735.26                               5,755,839.36
       Asset impairment loss                                                  -9,117,317.73                               169,332.30
Add: Gain/(loss) from change in fair
value (“-” means loss)
      Gain/(loss) from investment
                                                                             18,113,290.90                                -404,815.92
(“-” means loss)
Including: share of profits               in
                                                                               -429,464.28                                -404,815.92
associates and joint ventures
Foreign exchange gains (“-” means
loss)
III. Business profit (“-” means loss)                                     -35,251,504.31                              -8,992,867.70
     Add: non-operating income                                                   72,889.50                                430,386.00
     Less: non-operating expense                                                126,353.94                                 67,670.52
Including: loss from non-current
                                                                                                                           15,200.25
asset disposal
IV. Total profit (“-” means loss)                                         -35,304,968.75                              -8,630,152.22
     Less: Income tax expense                                                 1,777,028.96                               5,433,288.59
V. Net profit (“-” means loss)                                            -37,081,997.71                             -14,063,440.81
    Including: Net profit achieved
by combined parties before the
combinations
   Attributable to owners of the
                                                                            -37,734,798.44                             -15,041,866.11
Company
     Minority shareholders’income                                              652,800.73                                978,425.30
VI. Earnings per share                                                --                                      --
     (I) Basic earnings per share                                                     -0.09                                     -0.04
     (II) Diluted earnings per share                                                  -0.09                                     -0.04
Ⅶ. Other comprehensive incomes                                              52,031,961.59                               5,985,000.00
Ⅷ. Total comprehensive incomes                                              14,949,963.88                              -8,078,440.81
   Attributable to owners of the
                                                                             14,297,163.15                              -9,056,866.11
Company
     Attributable         to        minority
                                                                                652,800.73                                978,425.30
shareholders
Where business mergers under the same control occurred in this report period, the net profit achieved by the merged parties before
the business mergers was RMB 0.

Legal representative: Zheng Qing                              Person-in-charge of the accounting work: Chen Binglian

Chief of the accounting division: Yang Daoliang


4. Income statement of the Company

                                                                                                                       Unit: RMB Yuan




                                                                                                                                     15
                                                Abstract of the Semi-Annual Report 2012 of HaiNan Pearl River Holdings Co., Ltd.



                  Item                      Note                 Jan.-Jun. 2012                       Jan.-Jun. 2011
I. Total sales                                                                     579,338.20                           193,340.00
Less: cost of sales                                                                177,796.80                            26,578.50
Business taxes and surcharges                                                       32,330.94                            46,550.85
Distribution expenses                                                                1,267.00                            15,000.00
Administrative expenses                                                         10,762,024.79                          8,780,814.70
Financial costs                                                                 16,037,614.63                          3,766,085.05
Impairment loss                                                                 -3,276,546.96                          -460,057.00
Add: gain/(loss) from change in fair
value (“-” means loss)
Gain/(loss) from investment (“-”
                                                                               110,513,290.90                          -404,815.92
means loss)
Including: income form investment
                                                                                  -429,464.28                          -404,815.92
on associates and joint ventures
II. Business profit (“-” means loss)                                          87,358,141.90                        -12,386,448.02
Add: non-business income
Less: non-business expense                                                              15.06                            22,579.22
Including: loss from non-current
                                                                                                                         12,915.00
asset disposal
III. Total profit (“-” means loss)                                            87,358,126.84                        -12,409,027.24
Less: income tax expense
IV. Net profit (“-” means loss)                                               87,358,126.84                        -12,409,027.24
V Earnings per share                                                   --                                   --
(I) Basic earnings per share
(II) Diluted earnings per share
VI. Other comprehensive income                                                  52,031,961.59                          5,985,000.00
VII. Total comprehensive income                                                139,390,088.43                         -6,424,027.24


5. Consolidated cash flow statement

                                                                                                                 Unit: RMB Yuan
                   Item                                     Jan.-Jun. 2012                          Jan.-Jun. 2011
I. Cash flows from operating activities:
  Cash received from sale of
                                                                             90,839,597.75                       121,695,433.47
commodities and rendering of service
  Net increase of deposits               from
customers and dues from banks
 Net increase of loans from the central
bank
  Net increase of funds borrowed from
other financial institutions
    Cash received from premium of
original insurance contracts
  Net cash received from reinsurance
business
  Net increase of deposits of policy
holders and investment fund
  Net increase of disposal of tradable
financial assets
 Cash received from interest, handling
charges and commissions



                                                                                                                                  16
                                              Abstract of the Semi-Annual Report 2012 of HaiNan Pearl River Holdings Co., Ltd.



  Net    increase       of    intra-group
borrowings
  Net increase of funds in repurchase
business
 Tax refunds received
  Other cash received relating to
                                                                        11,113,568.62                           17,137,414.67
operating activities
Subtotal of cash inflows from operating
                                                                       101,953,166.37                          138,832,848.14
activities
 Cash paid for goods and services                                       31,480,717.55                           37,708,925.23
   Net increase of customer lendings
and advances
 Net increase of funds deposited in the
central bank and amount due from
banks
  Cash for paying claims of the original
insurance contracts
   Cash for paying interest, handling
charges and commissions
 Cash for paying policy dividends
 Cash paid to and for employees                                         52,599,524.79                           41,532,522.52
 Various taxes paid                                                     12,674,520.81                           46,765,196.25
  Other cash payment relating to
                                                                        40,790,827.78                           40,206,773.65
operating activities
Subtotal of cash         outflows      from
                                                                       137,545,590.93                          166,213,417.65
operating activities
Net cash flows from operating activities                               -35,592,424.56                          -27,380,569.51
II. Cash flows from investing activities:
  Cash received from withdrawal of
                                                                        43,000,000.00                          188,500,000.00
investments
  Cash received        from   return    on
investments
   Net cash received from disposal of
fixed assets, intangible assets and other                               21,469,320.27                             164,708.50
long-term assets
  Net cash received from disposal of
subsidiaries or other business units
      Other cash received relating to
                                                                         5,200,000.00                           22,360,895.82
investing activities
        Subtotal of cash inflows from
                                                                        69,669,320.27                          211,025,604.32
investing activities
   Cash paid to acquire fixed assets,
intangible assets and other long-term                                   79,987,813.71                            8,462,406.09
assets
  Cash paid for investment                                               3,000,000.00                          243,500,000.00
 Net increase of pledged loans
  Net cash paid to acquire subsidiaries
and other business units
   Other cash payments relating to
investing activities
Subtotal of cash         outflows      from
                                                                        82,987,813.71                          251,962,406.09
investing activities
Net cash flows from investing activities                               -13,318,493.44                          -40,936,801.77




                                                                                                                            17
                                              Abstract of the Semi-Annual Report 2012 of HaiNan Pearl River Holdings Co., Ltd.



III. Cash     Flows      from    Financing
Activities:
   Cash     received      from      capital
                                                                                                                    4,900,000.00
contributions
   Including: Cash received from
minority shareholder investments by                                                                                 4,900,000.00
subsidiaries
   Cash received from borrowings                                       357,600,000.00                              27,216,000.00
    Cash received from issuance of
bonds
     Other cash received relating to
financing activities
Subtotal of cash inflows from financing
                                                                       357,600,000.00                              32,116,000.00
activities
  Repayment of borrowings                                              268,000,000.00                              10,500,000.00
   Cash paid for interest expenses and
                                                                           24,762,536.25                           17,988,685.00
distribution of dividends or profit
     Including: dividends or profit paid
by subsidiaries to minority shareholders
     Other cash payments relating to
                                                                            4,359,000.00
financing activities
Sub-total of cash        outflows    from
                                                                       297,121,536.25                              28,488,685.00
financing activities
Net cash flows from financing activities                                   60,478,463.75                            3,627,315.00
IV. Effect of foreign exchange rate
changes on cash and cash equivalents
V. Net increase in cash and cash
                                                                           11,567,545.75                           -64,690,056.28
equivalents
     Add: Opening balance of cash and
                                                                           52,507,843.73                       136,376,851.19
cash equivalents
VI. Closing balance of cash and cash
                                                                           64,075,389.48                           71,686,794.91
equivalents


6. Cash flow statement of the Company

                                                                                                               Unit: RMB Yuan
                  Item                                    Jan.-Jun. 2012                          Jan.-Jun. 2011
I. Cash flows from operating activities:
  Cash received from sale of
                                                                                                                      707,165.00
commodities and rendering of service
 Tax refunds received
  Other cash received relating to
                                                                            6,150,211.50                           14,337,432.68
operating activities
Subtotal of cash inflows from operating
                                                                            6,150,211.50                           15,044,597.68
activities
 Cash paid for goods and services
  Cash paid to and for employees                                            2,432,405.76                            2,195,035.52
 Various taxes paid                                                          291,624.04                             1,234,830.23
  Other cash payment relating to
                                                                            7,370,972.46                            8,550,914.15
operating activities
Subtotal of cash         outflows    from
                                                                           10,095,002.26                           11,980,779.90
operating activities
Net cash flows from operating activities                                   -3,944,790.76                            3,063,817.78



                                                                                                                                18
                                               Abstract of the Semi-Annual Report 2012 of HaiNan Pearl River Holdings Co., Ltd.



II. Cash flows from investing activities:
  Cash received from retraction of
                                                                         43,000,000.00                          118,500,000.00
investments
  Cash received        from    return    on
investments
   Net cash received from disposal of
fixed assets, intangible assets and other                                20,932,029.27                                6,000.00
long-term assets
  Net cash received from disposal of
subsidiaries or other business units
       Other cash received relating to
                                                                          5,200,000.00                           20,034,243.32
investing activities
        Subtotal of cash inflows from
                                                                         69,132,029.27                          138,540,243.32
investing activities
   Cash paid to acquire fixed assets,
intangible assets and other long-term                                        83,157.00                            1,334,900.00
assets
 Cash paid for investment                                                57,250,000.00                          216,600,000.00
  Net cash paid to acquire subsidiaries
and other business units
   Other cash payments relating to
investing activities
Subtotal of cash        outflows        from
                                                                         57,333,157.00                          217,934,900.00
investing activities
Net cash flows from investing activities                                 11,798,872.27                          -79,394,656.68
III. Cash     Flows     from    Financing
Activities:
   Cash     received     from      capital
contributions
   Cash received from borrowings                                        241,000,000.00                           70,000,000.00
   Cash received from issuance of
bonds
     Other cash received relating to
financing activities
Subtotal of cash inflows from financing
                                                                        241,000,000.00                           70,000,000.00
activities
  Repayment of borrowings                                               220,000,000.00
   Cash paid for interest expenses and
                                                                         16,253,321.92                           14,300,000.00
distribution of dividends or profit
     Other cash payments relating to
                                                                           859,000.00
financing activities
Sub-total of cash       outflows        from
                                                                        237,112,321.92                           14,300,000.00
financing activities
Net cash flows from financing activities                                  3,887,678.08                           55,700,000.00
IV. Effect of foreign exchange rate
changes on cash and cash equivalents
V. Net increase in cash and cash
                                                                         11,741,759.59                          -20,630,838.90
equivalents
     Add: Opening balance of cash and
                                                                           515,955.59                            47,697,821.48
cash equivalents
VI. Closing balance of cash and cash
                                                                         12,257,715.18                           27,066,982.58
equivalents




                                                                                                                             19
                                              Abstract of the Semi-Annual Report 2012 of HaiNan Pearl River Holdings Co., Ltd.



7. Consolidated statement of changes in owners’equity

Reporting period
                                                                                                                    Unit: RMB Yuan
                                                                            Reporting period
                                                  Equity attributable to owners of the Company
                                    Paid-up                                                                                  Total
               Item                                                                                    Minority
                                    capital            Less:                   General                                      owners’
                                             Capital treasury Specific Surplus         Retaine         interests
                                      (or                                        risk
                                             reserve          reserve reserve          d profit Others                      equity
                                     share             stock                   reserve
                                    capital)
I. Balance at the end of the 426,745 530,451,                             109,487             -693,67          26,674,62 399,679,37
previous year                 ,404.00 655.97                               ,064.39           9,376.16               6.16       4.36
  Add: change of accounting
policy
  Correction of       errors   in
previous periods
  Other
II. Balance at the beginning of 426,745 530,451,                          109,487             -693,67          26,674,62 399,679,37
the year                         ,404.00 655.97                            ,064.39           9,376.16               6.16       4.36
III. Increase/ decrease of                    52,031,9                                       -37,734,          -11,947,1 2,349,963.
amount in the year (“-” means                  61.59                                         798.44              99.27         88
decrease)
                                                                                             -37,734,          652,800.7 -37,081,99
  (I) Net profit
                                                                                               798.44                  3       7.71
   (II) Other      comprehensive              52,031,9                                                                     52,031,961
incomes                                          61.59                                                                             .59
                                              52,031,9                                       -37,734,          652,800.7 14,949,963
  Subtotal of (I) and (II)
                                                 61.59                                         798.44                  3         .88
  (III) Capital paid in and
                                       0.00       0.00    0.00     0.00      0.00     0.00       0.00   0.00        0.00         0.00
reduced by owners
    1. Capital paid in by
owners
    2. Amounts of share-based
payments     recognized    in
owners’equity
    3. Others
                                                                                                               12,600,00 12,600,000
  (IV) Profit distribution             0.00       0.00    0.00     0.00      0.00     0.00       0.00   0.00
                                                                                                                    0.00         .00
     1.    Appropriations      to
surplus reserves
    2.     Appropriations      to
general risk provisions
   3.     Appropriations       to                                                                              12,600,00 12,600,000
owners (or shareholders)                                                                                            0.00         .00
    4. Other
  (V) Internal carry-forward of
                                       0.00       0.00    0.00     0.00      0.00     0.00       0.00   0.00        0.00         0.00
owners’equity
     1. New increase of capital
(or share capital) from capital
public reserves
     2. New increase of capital
(or share capital) from surplus
reserves
     3. Surplus reserves for



                                                                                                                                    20
                                                 Abstract of the Semi-Annual Report 2012 of HaiNan Pearl River Holdings Co., Ltd.



making up losses
    4. Other
(Ⅵ) Specific reserve
     1.     Withdrawn     for    the
period
   2. Used in the period
(Ⅶ) Other
                                       426,745 582,483,                      109,487             -731,41          14,727,42 402,029,33
IV. Closing balance
                                        ,404.00 617.56                        ,064.39           4,174.60               6.89       8.24
Last year
                                                                                                                        Unit: RMB Yuan
                                                                                   Last year
                                                     Equity attributable to owners of the Company
                                       Paid-up                                                                                 Total
               Item                                                                                       Minority
                                       capital            Less:                   General                                     owners’
                                                Capital treasury Specific Surplus         Retaine
                                         (or                                        risk           Others interests           equity
                                                reserve          reserve reserve          d profit
                                        share             stock                   reserve
                                       capital)
I. Balance at the end of the 426,745 605,264,                                114,177,            -648,89          21,220,56 518,515,97
previous year                 ,404.00 155.97                                   485.88           1,640.41               7.19       2.63
  Add:          retrospective
adjustments due to business
combinations under the same
control
  Add: change of accounting
policy
  Correction of         errors    in
previous periods
  Other
II. Balance at the beginning of 426,745 605,264,                             114,177,            -648,89          21,220,56 518,515,97
the year                         ,404.00 155.97                                485.88           1,640.41               7.19       2.63
III. Increase/ decrease of                       5,985,00                                       -15,041,          5,878,425 -3,178,440.
amount in the year (“-” means                      0.00                                         866.11                 .30         81
decrease)
                                                                                                -15,041,          978,425.3 -14,063,44
  (I) Net profit                                                                                  866.11                  0       0.81
   (II) Other      comprehensive                 5,985,00                                                                     5,985,000.
incomes                                              0.00                                                                             00
                                                 5,985,00                                       -15,041,          978,425.3 -8,078,440.
  Subtotal of (I) and (II)                           0.00                                         866.11                  0          81
  (III) Capital paid in and                                                                                       4,900,000 4,900,000.
                                          0.00       0.00    0.00     0.00       0.00    0.00       0.00   0.00
reduced by owners                                                                                                        .00        00
    1. Capital paid in by                                                                                         4,900,000 4,900,000.
owners                                                                                                                   .00        00
    2. Amounts of share-based
payments     recognized    in
owners’equity
    3. Others
  (IV) Profit distribution                0.00       0.00    0.00     0.00       0.00    0.00       0.00   0.00        0.00        0.00
     1.    Appropriations         to
surplus reserves
    2.     Appropriations         to
general risk provisions
    3.       Appropriations       to



                                                                                                                                       21
                                                 Abstract of the Semi-Annual Report 2012 of HaiNan Pearl River Holdings Co., Ltd.



owners (or shareholders)
    4. Other
  (V) Internal carry-forward of
                                          0.00        0.00       0.00    0.00       0.00     0.00       0.00    0.00        0.00         0.00
owners’equity
     1. New increase of capital
(or share capital) from capital
public reserves
     2. New increase of capital
(or share capital) from surplus
reserves
    3. Surplus reserves for
making up losses
    4. Other
(Ⅵ) Specific reserve
     1.   Withdrawn      for     the
period
   2. Used in the period
(Ⅶ) Other
                                       426,745 611,249,                         114,177,             -663,93           27,098,99 515,337,53
IV. Closing balance
                                        ,404.00 155.97                            485.88            3,506.52                2.49       1.82


8. Statement of changes in owners’equity of the Company

Reporting period
                                                                                                                             Unit: RMB Yuan
                                                                                   Reporting period
                                         Paid-up
                Item                                                  Less:                                General                   Total
                                        capital (or    Capital                   Specific     Surplus                  Retained
                                                                    treasury                                 risk                   owners’
                                          share        reserve                   reserve      reserve                   profit
                                                                      stock                                reserve                  equity
                                         capital)
I. Balance at the end of the 426,745,40 533,467,99                                           109,487,06                -684,380,3 385,320,07
previous year                      4.00       5.51                                                 4.39                     91.30       2.60
  Add: change of accounting
policy
  Correction of         errors     in
previous periods
  Other
II. Balance at the beginning of 426,745,40 533,467,99                                        109,487,06                -684,380,3 385,320,07
the year                              4.00       5.51                                              4.39                     91.30       2.60
III. Increase/ decrease of amount                     52,031,961                                                      87,358,126 139,390,08
in the year (“-” means decrease)                            .59                                                             .84      8.43
                                                                                                                      87,358,126 87,358,126
  (I) Net profit
                                                                                                                              .84        .84
   (II) Other      comprehensive                      52,031,961                                                                   52,031,961
incomes                                                       .59                                                                          .59
                                                      52,031,961                                                      87,358,126 139,390,08
  Subtotal of (I) and (II)                                    .59                                                             .84      8.43
  (III) Capital paid in and
                                              0.00           0.00        0.00         0.00          0.00       0.00         0.00         0.00
reduced by owners
     1. Capital paid in by owners
     2. Amounts of share-based
payments recognized in owners’
equity
    3. Others



                                                                                                                                            22
                                               Abstract of the Semi-Annual Report 2012 of HaiNan Pearl River Holdings Co., Ltd.



  (IV) Profit distribution                    0.00         0.00         0.00        0.00         0.00       0.00        0.00         0.00
     1. Appropriations to surplus
reserves
    2. Appropriations to general
risk provisions
     3. Appropriations to owners
(or shareholders)
    4. Other
  (V) Internal carry-forward of
                                              0.00         0.00         0.00        0.00         0.00       0.00        0.00         0.00
owners’equity
     1. New increase of capital
(or share capital) from capital
public reserves
     2. New increase of capital
(or share capital) from surplus
reserves
    3. Surplus        reserves    for
making up losses
    4. Other
(Ⅵ) Specific reserve
   1. Withdrawn for the period
   2. Used in the period
(Ⅶ) Other
                                        426,745,40 585,499,95                              109,487,06              -597,022,2 524,710,16
IV. Closing balance                           4.00       7.10                                    4.39                   64.46       1.03
Last year
                                                                                                                          Unit: RMB Yuan
                                                                                    Last year
                                         Paid-up
               Item                                                  Less:                              General                   Total
                                        capital (or    Capital                 Specific     Surplus                Retained
                                                                   treasury                               risk                  owners’
                                          share        reserve                 reserve      reserve                 profit
                                                                     stock                              reserve                  equity
                                         capital)
I. Balance at the end of the 426,745,40 608,280,49                                         109,487,06              -653,036,6 491,476,30
previous year                      4.00       5.51                                               4.39                   53.99       9.91
  Add: change of accounting
policy
  Correction of         errors     in
previous periods
  Other
II. Balance at the beginning of 426,745,40 608,280,49                                      109,487,06              -653,036,6 491,476,30
the year                              4.00       5.51                                            4.39                   53.99       9.91
III. Increase/ decrease of amount                     5,985,000.                                                   -12,409,02 -6,424,027.
in the year (“-” means decrease)                            00                                                         7.24          24
                                                                                                                   -12,409,02 -12,409,02
  (I) Net profit                                                                                                         7.24       7.24
   (II) Other      comprehensive                      5,985,000.                                                                5,985,000.
incomes                                                       00                                                                        00
                                                      5,985,000.                                                   -12,409,02 -6,424,027.
  Subtotal of (I) and (II)                                    00                                                         7.24          24
  (III) Capital paid         in   and
                                              0.00         0.00         0.00        0.00         0.00       0.00         0.00        0.00
reduced by owners
     1. Capital paid in by owners
    2. Amounts of share-based
payments recognized in owners’



                                                                                                                                         23
                                             Abstract of the Semi-Annual Report 2012 of HaiNan Pearl River Holdings Co., Ltd.



equity
    3. Others
  (IV) Profit distribution                   0.00       0.00      0.00       0.00         0.00    0.00        0.00        0.00
     1. Appropriations to surplus
reserves
    2. Appropriations to general
risk provisions
     3. Appropriations to owners
(or shareholders)
    4. Other
  (V) Internal carry-forward of
                                             0.00       0.00      0.00       0.00         0.00    0.00        0.00        0.00
owners’equity
     1. New increase of capital
(or share capital) from capital
public reserves
     2. New increase of capital
(or share capital) from surplus
reserves
    3. Surplus        reserves   for
making up losses
    4. Other
(Ⅵ) Specific reserve
   1. Withdrawn for the period
   2. Used in the period
(Ⅶ) Other
                                       426,745,40 614,265,49                        109,487,06           -665,445,6 485,052,28
IV. Closing balance                          4.00       5.51                              4.39                81.23       2.67


(III)Notes to the financial statements

1. Changes in main accounting policies or estimates, correction of any significant accounting error and the
influenced amounts

(1)Change of accounting policies

Were the main accounting policies changed during the reporting period?
? Yes v No

(2)Change of accounting estimates

Were the main accounting estimates changed during the reporting period?
? Yes v No

(3)Correction of accounting errors

Was any accounting error made in previous periods discovered in the reporting period?
? Yes v No

2. Reasons for any change of the consolidation scope

The consolidation scope for the reporting period remained unchanged.



                                                                                                                             24
                                 Abstract of the Semi-Annual Report 2012 of HaiNan Pearl River Holdings Co., Ltd.



3. If a non-standard audit report is issued, the Company should make relevant notes.

N/A




                                                                                                              25
                                            Abstract of the Semi-Annual Report 2012 of HaiNan Pearl River Holdings Co., Ltd.




                    Hainan Pearl River Holding Company Limited
                               Notes on the Financial Statements for the Six Months ended 30 June 2012
                                    (All amounts are stated in RMB Yuan unless otherwise stated)




I. General information

Hainan Pearl River Holding Company Limited, referred to as ‘the Company’or ‘Pearl River Holding’ grew out of the lawful

re-registration by the original Hainan Pearl River Industry Company Limited on January 11 1992. The re-registration was based on

the document of Qiong Fu Ban [1992] No.1 issued by the General Office of Hainan People’ Government and City Management

Office Qiong Yin [1992] No. 6 issued by the People’ Bank of Hainan province. By the time when the re-registration took place, the

Company issued a total amount of 81,880,000 shares, among which 60,793,600 shares were folded from the predecessor’ net assets

while the rest amount, 21,086,400 shares, were newly issued and were listed on Shenzhen Stock Exchange according to the

document of securities administration office [1992] No. 83 issued by the People's Bank of China in December 1992. The parent

company of the Pearl River Holding, the Guangjiang Industrial Company held the amount of 36,393,600 shares in 1992, equivalent

to a shareholding ratio of 44.45%. The business license registration number is 20128455-6 and the company is defined as belonging

to the real estate industry.

On 25th March 1993, approved by the Hainan joint-stock system pilot leading group office with the supporting document of Qiong

joint-stock office [1993] No.028 and the Shenzhen special economic zone branch of the People’ Bank of China with the

corresponding document of Shen People’ Bank Fu [1993] No.099, the company increased its share capital by stock-for stock: five

new shares for every ten shares held plus two freely delivered new shares. As a result, the share capital increased to 139,196,000

shares, of which the shareholder, Guangzhou Pearl River Industrial Company occupied 48,969,120 shares, holding an equity stake

of 35.18%.

In 1994, the equity capital was raised to the amount of 278,392,000 shares through delivering 10 new free shares for every 10 shares

held. Guangzhou Pearl River Industrial Company occupied 97,938,240 shares, holding an equity stake of 35.18%.

In 1995,     based on the approval stated at the document of Shenzhen BanFu [1995] No. 45 and Shenzhen BanFu [1995] No.12, the

company issued 50 million B shares. An incremental share capital was thus followed based on the fact that every 1.5 new shares

were generated for every ten          B shares, resulting in the amount of 377,650,800 shares outstanding in total. Guangzhou Pearl

River Industrial Company occupied 112,628,876 shares, holding an equity stake of 29.82%.

In 1999, 112,628,976 shares that were held by the Guangzhou Pearl River Industrial Group Co., Company were transferred to




                                                                                                                                 26
                                        Abstract of the Semi-Annual Report 2012 of HaiNan Pearl River Holdings Co., Ltd.




Beijing Wanfa Real Estate Development Company. Consequently, Beijing Wanfa Real Estate Development Company became the

first majority shareholder, holding the amount of 112,628,976 shares, which accounts for 29.82% of the total outstanding shares of

the company.

On 10th January 2000, with the Business License for Legal Person issued by the Hainan Administrative Bureau for Industry and

Commerce and the registration number 4600001006830 obtained, the name of the company was formally changed to Hainan Pearl

River Holding Company Limited.

August 17, 2006, with the implementation of equity division reform, an incremental of share capital to the total amount of

49.094604 million shares took place since additional shares were delivered to all shareholders based on a 10:1.3 (1.3 free new

shares for every 10 held)distribution regime. The total amount of shares outstanding was thus increased to 426,745,404 shares with

the Wanfa Real Estate Development Company occupying 107,993,698 shares, taking up the ownership percentage of 25.31%. In

2007 and 2009, non-circulation stock shareholders paid back consideration for reform of the shareholder structure; the

corresponding value was respectively 3,289,780 and 1,196,000 shares of stock. Beijing Wanfa Real Estate Development Company

held an amount of 112,479,478 shares at the end of 2009, which was equivalent to an equity stake of 26.36%. In 2010, the

controlling shareholder Beijing Wanfa Real Estate Development Stock Limited Company changed its name to Beijing Wanfa Real

Estate Development Limited Liability Company. By the end of June, this dominant shareholder held an amount of 112,479,478

shares, equivalent to an ownership percentage of 26.36%.

Registered capital: RMB 426,745,400 Yuan

The business license number: 4600001006830

Office address: 29/F., Dihao Building, Pearl River Plaza, Binhai Avenue, Haikou, Hainan, the PRC.

Corporate representative: Zheng Qing

The operation scope: Industrial investment, tropical farming, aquaculture, real estate development and management, hotel

investment and management, material supply, construction equipment purchasing, leasing, hardware, chemical, trade of household

items, decoration, vehicle parking, and high-tech investment projects, investment in environmental protection projects, investment

advice. The company mainly engaged in real estate development and property management, which belong to real estate aspect.

The Company's basic organizational structure: General meeting of shareholders is the highest organ of power.

Board of directors is the executing agency. Supervisory board is the Company's internal auditing agency. General

Manager is responsible for the Company's daily operational management.

There are General Manager Office, Securities Department, and Tourism Real Estate Department, Financial

Department, Management Department, Auditing Department and others in the Company.



                                                                                                                                27
                                         Abstract of the Semi-Annual Report 2012 of HaiNan Pearl River Holdings Co., Ltd.




II. Accounting policies, accounting estimates and error correction of previous years

   1.   Preparation basis of financial statement

   Preparation of the financial statements is based on going concern postulate. Recognition and measurement comply with actual

   transactions or events, and the Company prepares financial statements on these bases.

   2. Announcement about compliance with Accounting Standards for Business Enterprises

   The Company’ financial statements are prepared in accordance with the requirements of the Accounting Standards for Business

   Enterprises, and they fairly and completely present the financial position, operation results, cash flow and other relevant

   information of the Company.

   3. Accounting year

   Accounting year of the Group is the calendar year from January 1 to December 31. This report covers the period from January 1,

   2011 to December 31, 2011.

   4. Reporting currency

   The Company’ reporting and presentation currency is Renminbi (“RMB”).

   5. Consolidation Basis

   (1) Merge of the enterprises under the uniform control

     As there is the merge of the enterprises under the common control, the accrual basis shall be used. The assets, liabilities

     (except the adjustment caused by complying with various accounting policies) of the merged party shall be measured as their

     book value at the merging date. The difference between the price of the book value on merge (or face value of the total issued

     shares) and obtained book value of net assets, shall adjust the capital surplus, and as the capital surplus is offset, the retained

     earnings shall be adjusted. The pre-merger net profit incurred by the merged party, shall be attributed to consolidated income

     statement.

    (2) Merge of enterprises under the non-uniform control

      As there is the merge of the enterprises under the non-uniform control, the purchasing principal to be adopted by the

      Company. On the purchasing date, the consolidating cost is determined by the fair values of the assets, occurred or payable

      liabilities, and the issued equity securities, which are paid for purchasing. Meanwhile, the assets, liabilities and the

      contingent liabilities of the vendor are determined at their fair values.

      The excess amount between the consolidating cost and the fair value of the net assets of the vendor entity shall be




                                                                                                                                     28
                                       Abstract of the Semi-Annual Report 2012 of HaiNan Pearl River Holdings Co., Ltd.




    recognized as goodwill in the consolidated balance sheet; the balance of the consolidating cost and the fair value of the net

    assets of the vendor shall be included in the current profit and loss.

    The operating result shall be consolidated from the acquisition date until the termination of the control.

6. The standard for consolidation financial statement preparation

   All subsidiaries of the company are in the scope of the consolidation.

   The company prepares the consolidated financial statements in accordance with the “Accounting standard for Business

   Enterprises No. 33- Consolidated financial statement”

7. Cash and Cash equivalents

   Cash refers to cash on hand and demand deposits. “Cash equivalents”refer to short -term, highly liquid investments that are

   readily convertible to known amounts of cash and which are subject to an insignificant risk on change in value.

8. Foreign currency transactions

   Foreign currency (currency other than the reporting currency) transactions are translated into reporting currency at spot

   exchange rates prevailing on the day in which the transactions take place. Monetary items are adjusted according to spot

   exchange rates at the balance sheet date. The exchange balance on foreign currency shall be capitalized and recorded into the

   cost of relevant assets if it is eligible for capitalization; other exchange balance on foreign currency shall be recorded into

   current profit and loss. Foreign currency non-monetary items measured with history cost are translated into reporting currency

   at spot exchange rates on the occurrence date. Foreign currency non-monetary items measured with fair value are translated

   into reporting currency at spot exchange rates of fair value confirming date; the difference is recorded as the changes in the

   profit and loss of fair value.

   Monetary assets and liabilities denominated in foreign currencies at the balance sheet date are restated into the reporting

   currency using the spot exchange rates at that date. Among the equity items, all items are translated into reporting currency at

   spot exchange rates on the occurrence date except the item of undistributed profits. Income Statement items are translated into

   reporting currency at s ot exchange rate on the occurrence date. The exchange difference from translation of financial

   statements denominated in foreign currency is included in the equity and presented individually.

9. Financial Instruments

(1) Classification of financial assets and financial liabilities

    Financial assets shall be classified into the following four categories when they are initially recognized: the financial assets

    which are measured at their fair values and the variation of which is recorded into the profits and losses of the current period,

    including transactional financial assets and the financial assets which are measured at their fair values and of which the



                                                                                                                                 29
                                         Abstract of the Semi-Annual Report 2012 of HaiNan Pearl River Holdings Co., Ltd.




  variation is included in the current profits and losses; held-to-maturity investments; loans and account receivables;

  available-for-sale financial assets.

  Financial liabilities shall be classified into the following two categories when they are initially recognized: the financial

  liabilities which are measured at their fair values and of which the variation is included in the current profits and losses,

  including transactional financial liabilities and the designated financial liabilities which are measured at their fair values and

  of which the variation is included in the current profits and losses; and other financial liabilities.

(2) Recognition and measurement of financial instruments

  When an enterprise becomes a party to a financial instrument, it shall recognize a financial asset or financial liability. The

  financial assets and financial liabilities initially recognized by an enterprise except loans and account receivables shall be

  measured at their fair values; loans and account receivables initially recognized by an enterprise shall be measured at price

  in the contract or agreement. For the financial assets and liabilities measured at their fair values and of which the variation is

  recorded into the profits and losses of the current period, the transaction expenses thereof shall be directly recorded into the

  profits and losses of the current period; for other categories of financial assets and financial liabilities, the transaction

  expenses thereof shall be included into the initially recognized amount.

  An enterprise shall make subsequent measurement on its financial assets according to their fair values, and may not deduct

  the transaction expenses that may occur when it disposes of the said financial asset in the future. However, those under the

  following circumstances shall be excluded: a. The investments held until their maturity, loans and accounts receivable shall

  be measured on the basis of the post-amortization costs by adopting the actual interest rate method; b. The equity whose fair

  value cannot be measured reliably, and the derivative financial assets which are connected with the said equity instrument

  and must be settled by delivering the said equity instrument shall be measured on the basis of their costs.

  An enterprise shall make subsequent measurement on its financial liabilities on the basis of the post-amortization costs by adopting the actual

  interest rate method, with the exception of those under the following circumstances: a. For the financial liabilities measured at their fair values

  and of which the variation is recorded into the profits and losses of the current period, they shall be measured at their fair values, and none of

  the transaction expenses may be deducted, which may occur when the financial liabilities are settled in the future. b. For the derivative

  financial liabilities, which are connected to the equity instrument for which there is no quotation in the active market and whose fair value

  cannot be reliably measured, and which must be settled by delivering the equity instrument, they shall be measured on the basis of their costs.

  c. For the financial guarantee contracts which are not designated as a financial liability measured at its fair value and the variation thereof is

  recorded into the profits and losses of the current period, and for the commitments to grant loans which are not designated to be measured at

  the fair value and of which the variation is recorded into the profits and losses of the current period and which will enjoy an interest rate lower




                                                                                                                                                  30
                                             Abstract of the Semi-Annual Report 2012 of HaiNan Pearl River Holdings Co., Ltd.




    than that of the market, a subsequent measurement shall be made after they are initially recognized according to the higher one of the following:

    the best estimation required to pay when carrying out the prevailing obligations, and initially recognized amount deducting accumulative

    amortization which adopts the actual interest rat e method.

(3) Recognition and measurement of transfer of financial assets

    Where an enterprise has transferred nearly all of the risks and rewards related to the ownership of the financial asset to the transferee, it shall

    stop recognizing the financial asset. If it retained nearly all of the risks and rewards related to the ownership of the financial asset, it shall not

    stop recognizing the financial asset. Where an enterprise does not transfer or retain nearly all of the risks and rewards related to the ownership

    of a financial asset, it shall deal with it according to the circumstances as follows, respectively: a. If it gives up its control over the financial

    asset, it shall stop recognizing the financial asset; b. If it does not give up its control involvement in the transferred financial asset, recognize

    the related financial asset and recognize the relevant liability accordingly.

    If the transfer of an entire financial asset satisfies the conditions for stopping recognition, the difference between the amounts of the following

    2 items shall be recorded in the profits and losses of the current period: a. The book value of the transferred financial asset; b. The sum of

    consideration received from the transfer, and the accumulative amount of the changes of the fair value originally recorded in the owner's

    equities. If the transfer of partial financial asset satisfies the conditions to stop the recognition, the entire book value of the transferred financial

    asset shall, between the portion whose recognition has been stopped and the portion whose recognition has not been stopped, be apportioned

    according to their respective relative fair value, and the difference between the amounts of the following 2 items shall be included into the

    profits and losses of the current period : a. The book value of the portion whose recognition has been stopped; b. The sum of consideration of

    the portion whose recognition has been stopped, and the portion of the accumulative amount of the changes in the fair value originally

    recorded in the owner's equities which is corresponding to the portion whose recognition has been stopped.

(4) Determination of the fair value of main financial assets and financial liabilities

    As for the financial assets or financial liabilities for which there is an active market, the quoted prices in the active market shall be used to

    determine the fair values thereof. Where there is no active market for a financial instrument, the enterprise concerned shall adopt value

    appraisal techniques to determine its fair value. The value appraisal techniques mainly include the prices adopted by the parties, who are

    familiar with the condition, in the latest market transaction upon their own free will, the current fair value obtained by referring to other

    financial inst ruments of the same essential nature, the cash flow capitalization method and the option pricing model, etc. As for the financial

    assets initially obtained or produced at source and the financial liabilities assumed, the fair value thereof shall be determined on the basis of the

    transaction price of the market.

(5) Impairment of financial assets

    An enterprise shall carry out an inspection, on the balance sheet day, on the carrying amount of the financial assets other than those measured

    at their fair values and of which the variation is recorded into the profits and losses of the current period. An impairment test shall be made on




                                                                                                                                                          31
                                           Abstract of the Semi-Annual Report 2012 of HaiNan Pearl River Holdings Co., Ltd.




    the financial assets with significant single amounts. With regard to the financial assets with insignificant single amounts, they shall be included

    in a combination of financial assets with similar credit risk features so as to carry out an impairment-related test. Where, upon independent test,

    the financial asset (including those financial assets with significant single amounts and those with insignificant amounts) has not been

    impaired, it shall be included in a combination of financial assets with similar risk features so as to conduct another impairment test.

    Where a financial asset measured on the basis of post -amortization costs is impaired, the carrying amount of the said financial asset shall be

    written down to the current value of the predicted future cash flow (excluding the loss of future credits not yet occurred), and the amount as

    written down shall be recognized as loss of the impairment of the asset. Where there is a very small gap between the predicted future cash flow

    of a short -term account receivable item and the current value thereof, the predicted future cash flow is not required to be capitalized when

    determining the relevant impairment-related losses. Where an equity instrument investment for which there is no quoted price in the active

    market and whose fair value cannot be reliably measured, or a derivative financial asset which is connected with the equity inst rument and

    which must be settled by delivering the equity instrument, suffers from any impairment, the gap between the carrying amount of the equity

    instrument investment or the derivative financial asset and the current value of the future cash flow of similar financial assets capitalized

    according to the returns ratio of the market at the same time shall be recognized as impairment-related losses. Where available-for-sale

    financial assets are impaired due to significant drop of fair value and the drop is not temporary, the accumulative losses arising from the

    decrease of the fair value of the owner’ equity which was directly included shall be transferred out and recorded into the profits and losses of

    the current period.

10. Accounts receivable and bad debts

(1) Measurement method and the percentage of bad debts

  Measurement method of bad debts: accounted with allowance method.


   At the end of the period, impairment test shall be made on individual accounts receivable with significant amounts. If there is

   objective evidence that they have been impaired, bad debt loss shall be recognized and provision for bad debts shall be made

   base on the differences between book values and the present value of future cash flows.

   For those individual accounts receivable without significant amounts at the end of the period, along with those accounts

   receivable that have been tested individually but not impaired, the Company classifies them in line with similar credit risk

   characteristics into several groups, and make a specific percentage of bad debts provision on the accounts receivable balances

   at balance sheet date. On the basis of the actual loss rate of receivable accounts, with same or similar credit risk

   characteristics of accounts receivable package in previous year, the Company also considers current situation and determine

   the percentage of bad debt provision.

   Here is the Company’ bad debts provision policy:




                                                                                                                                                    32
                                      Abstract of the Semi-Annual Report 2012 of HaiNan Pearl River Holdings Co., Ltd.



                                                         Percentage of Accounts            Percentage of Others
                               Ages                          Receivable (%)                  Receivable (%)
          Within 1 year (including 1 year, same as
                                                                    2                                2
          following)
          1 year to 2 years                                         5                                5
          2 years to 3 years                                        10                               10
          3 years to 4 years                                        20                               20

          4 years to 5 years                                        30                               30
          Over 5 years                                              50                               50


   There is strong evidence that accounts receivable can’ be recovered or little possibility of recovery (it is unable to pay in the

   short term due to bankruptcy, insolvent, serious shortage of cash flow, serious natural disasters and etc. ) as well as other

   evidences of occurring loss, the Company can make full provision for the accounts receivable.

 (2) The accounts receivable meeting the following criteria are recognized as bad debts:

    For accounts receivable that are surely uncollectible, such as they can be written off as bad debts after the approval of the

    general meeting of shareholders or the board of directors.

11. Inventories


(1) Inventories include: development cost (constructing development product), development product, finished goods, low-value

consumable supplies and etc. All inventories are calculated at actual cost when acquire. The issue of inventories is calculated

according to individual cognizance method. The low–value consumable supplies are amortized at one time. Inventories stock

physical count system: perpetual inventory method

Measurement method of land used for development: the land used for development is included in “Inventories - development

cost”

Public facilities costs: public facilities such as schools, as well as public facilities fees acquired by government departments, the

cost is included in "development costs" and its apportionment and detailed calculation are in accordance with calculation objects

and cost items.

(2) For inventories at balance sheet date, the evaluation criteria should base on the lower value between costs and net values that

can be converted into cash. When net values that can be converted into cash are lower than costs, provision for impairment loss

of inventories shall be made and recorded into current profit and loss.

12. Long-term equity investment

(1) The initial cost of the long-term equity investment

   For the business combination under the same control, it shall, on the date of merger, regard the share of the book value of the

   owner's equity of the merged enterprise as the initial cost of the long-term equity investment. For the business combination



                                                                                                                                  33
                                     Abstract of the Semi-Annual Report 2012 of HaiNan Pearl River Holdings Co., Ltd.




 not under same control, the initial cost of long-term equity investment is fair value of assets paid, liabilities undertaken, the

 equity securities issued by the Company, and includes all direct expenses and future events that will influence combination

 cost.

 Besides the long-term equity investments formed by the business combination, the initial cost of a long-term equity

 investment obtained by other means shall be ascertained in accordance with the provisions as follows: The initial cost of a

 long-term equity investment obtained by making payment in cash shall be the purchase cost which is actually paid; the initial

 cost of a long-term equity investment obtained on the basis of issuing equity securities shall be the fair value of the equity

 securities issued; the initial cost of a long-term equity investment of an investor shall be the value stipulated in the investment

 contract or agreement.

(2) Subsequent measurement

  The Company uses cost method for the following conditions: a long-term equity investment where the investing enterprise

  can exercise control over the investee, or the investing enterprise does not have joint control or significant influence over the

  investee, the investment is not quoted in an active market and its fair value can’ be reliably measured. For a long-term

  equity investment where the investing enterprise can exercise control over the investee, the investing enterprise shall make

  an adjustment by employing the equity method when it works out consolidated financial statements. When adopting cost

  method, the dividends or profits declared to distribute by the invested entity shall be recognized as the current investment

  income. The investment income recognized by the investing enterprise shall be limited to the amount received from the

  accumulative net profits that arise after the invested entity has accepted the investment. Where the amount of profits or cash

  dividends obtained by the investing entity exceeds the aforesaid amount, it shall be regarded as recovery of initial

  investment cost.

  A long-term equity investment of the investing enterprise that does joint control or significant influences over the invested

  entity shall be measured by employing the equity method. If the initial cost of a long-term equity investment is more than the

  investing enterprise' attributable share of the fair value of the invested entity's identifiable net assets for the investment, the

  initial cost of the long-term equity investment may not be adjusted. If the initial cost of a long-term equity investment is less

  than the investing enterprise' attributable share of the fair value of the invested entity's identifiable net assets for the

  investment, the difference shall be included in the current profits and losses and the cost of the long-term equity investment

  shall be adjusted simultaneously. After an investing enterprise obtains a long-term equity investment, it shall, in accordance

  with the attributable share of the net profits or losses of the invested entity, recognize the investment profits or losses and

  adjust the book value of the long-term equity investment. Where any change is made to the owner's equity other than the net




                                                                                                                                  34
                                        Abstract of the Semi-Annual Report 2012 of HaiNan Pearl River Holdings Co., Ltd.




   profits and losses of the invested entity, the book value of the long-term equity investment shall be adjusted and be included

   in the owner's equity.

   The Company should have impairment test for any long-term equity investment on very balance sheet date. When the

   estimated value in use is less than its book value, it will be treated as impairment loss. And this loss should be transferred

   into current profit and loss account; meanwhile, the company should set up provision for the long-term equity investment

   impairment loss. To any long-term equity investments, which are measured by cost method, there is no price or its fair value

   cannot be measured reliably, the impairment loss of these investments should be the difference between the book value and

   the present value of the future cash flow calculated by using current market rate of similar financial asset.

   For other long-term equity investment, where any evidence shows that there is possible assets impairment, the impairment

   provision is made according to relevant regulations and methods.

(3) Recognition basis of joint control and significant influences

   The term "joint control" refers to the control over an economic activity in accordance with the contracts and agreements,

   which does not exist unless the investing parties of the economic activity with one an assent on sharing the control power

   over the relevant important financial and operating decisions. The term "significant influences" refers to the power to

   participate in making decisions on the financial and operating policies of an enterprise, but not to control or do joint control

   together with other parties over the formulation of these policies.

(4) Disposal of long-term equity investment

   When disposing of a long-term equity investment, the difference between its book value and the actual purchase price shall

   be included in the current profits and losses. If any change other than the net profits and losses of the invested entity occurs

   and is included in the owner's equity, the portion previously included in the owner's equity shall, when disposing of a

   long-term equity investment measured by employing the equity method, be transferred to the current profits and losses

   according to a certain proportion.

13. Investment property

  The term "investment property" refers to the real estates held for generating rent and/or capital appreciation, including: the

  right to use any land which has already been rented; the right to use any land which is held and prepared for transfer after

  appreciation; and the right to use any building which has already been rented. The initial measurement of the investment

  property shall be made at its cost. An enterprise shall make a follow-up measurement to the investment real estate through the

  cost pattern. For buildings which have already been rented, the Company calculates depreciation as the same method of fixed

  assets. For the right to use any land, it is amortized with straight-line method according to the serviceable life. At the balance




                                                                                                                                 35
                                      Abstract of the Semi-Annual Report 2012 of HaiNan Pearl River Holdings Co., Ltd.




  sheet date, where any evidence shows that there is possible assets impairment, the impairment provision is made.

14. Fixed assets

(1) Recognition of fixed assets

  Fixed assets are tangible assets that are held for use in production or supply of goods or services, for rental to others, or for

  administrative purpose, and have useful lives more than one accounting year.

  The expected discard expenses should be taken into consideration in the ascertainment of the cost of a fixed asset.

(2) The category and depreciation method of fixed assets

  Fixed assets include buildings and structures, vehicles, general equipments, specific equipments and other equipments.

  Straight-line method is in used to calculate the depreciation of fixed assets. The estimated useful lives, expected residual

  value and annual depreciation rate of various types fixed assets are listed as follows:
                                    Estimated useful lives     Expected residual value       Annual depreciation rate
               Category
                                           (years)                      (%)                           (%)
       Buildings & Houses                      25                          5                              3.8

       Motor Vehicle                           5                           5                          19.0
       General equipments                      10                          5                              9.5
       Specific equipments                     5                           5                          19.0

       Other equipments                        5                           5                          19.0


  Depreciation shall be made for the fixed assets on a monthly basis. Fixed assets increased this month shall make depreciation

  from next month; fixed assets decreased this month shall stop making depreciation from next month.

  The company shall, at least at the end of each year, have a check on the useful life, expected residual value and the

  depreciation method of the fixed assets, and adjust them when necessary.

  At the balance sheet date, where any evidence shows that there is possible assets impairment, the impairment provision is

  made according to Notes II. 17.

(3) Idle fixed assets

  Fixed assets that are not used for six months continuously due to underemployment or natural disasters are identified as idle

  fixed assets (except for seasonal break).

  The depreciation method of idle fixed assets is consistent with other fixed assets.

(4) Fixed assets under financing lease

  When one or more of the following criteria are met, a lease shall be classified as a financial lease:

  a. the lease transfers ownership of the leased asset to the lessee by the end of the lease term;




                                                                                                                                36
                                        Abstract of the Semi-Annual Report 2012 of HaiNan Pearl River Holdings Co., Ltd.




   b. the lessee has the option to purchase the leased asset at a price that is expected to be sufficiently lower than the fair value at

     the date the option becomes exercisable such that, at the inception of the lease, it is reasonably certain that the option will

     be exercised by the lessee;

   c. the lease term is for the major part of the useful life of the leased asset even if title is not transferred;

   d. in the case of the lessee, at the inception of the lease the present value of the minimum lease payments amounts to

     substantially all of the fair value of the leased asset; in the case of lesser, at the inception of the lease the present value of

     the minimum lease receipts amounts to substantially all of the fair value of the leased asset;

   e. the leased assets are of a specialized nature such that only the lessee can use them without major modifications being made.

   Fixed assets under financing lease shall be recorded at the lower one of the fair value of the leased asset and the present value

   of the minimum lease payments. The depreciation method is consistent with fixed assets of the Company.

15. Construction in progress

   Construction in progress (“CIP” includes all costs incurred during the preparation period before commencement of

   construction and until the asset is ready for its intended use. These costs include direct materials, direct labour, equipment

   for installation, construction and installation charges, management fees, gain or loss on trial run production and borrowing

   costs which are qualified for capitalization.

   CIP is transferred to fixed assets when the asset is ready for its intended use.

   At the balance sheet date, where any evidence shows that there is possible CIP impairment, the impairment provision is made

   according to Notes II.17.

16. Borrowing Costs


   Borrowing costs are interest and other related costs incurred by the Company in connection with the borrowing of funds, and

   include interest, amortization of discounts or premiums related to borrowings, ancillary costs incurred in connection with the

   arrangement of borrowings, and exchange differences arising from foreign currency borrowings. Borrowing costs that are

   directly attributable to the acquisition, construction or production of a qualifying asset shall be capitalized as part of the cost

   of that asset. The amounts of other borrowing costs incurred shall be recognized as an expense in the period in which they are

   incurred.

   Qualifying assets are assets (fixed assets, investment property, inventories, etc.) that necessarily take a substantial period of

   time for acquisition, construction or production to get ready for their intended use or sale. The capitalization of borrowing

   costs can commence only when all of the following conditions are satisfied: (1) expenditures for the asset are being incurred;

   (2) borrowing costs are being incurred; (3) activities relating to the acquisition, construction or production of the asset that are




                                                                                                                                    37
                                     Abstract of the Semi-Annual Report 2012 of HaiNan Pearl River Holdings Co., Ltd.




  necessary to prepare the asset for its intended use or sale have commenced.

  When the qualified asset under acquisition and construction or production is ready for the intended use or sale, the

  capitalization of the borrowing costs shall be ceased; then the borrowing costs incurred shall be recorded into the profits and

  losses of the current period. Borrowing costs due to loans from real estate development are recorded into development cost

  before the completion of the project and recorded into current profit and loss after the completion of the project. Borrowing

  costs are recorded into development cost and amortized quarterly.

  Where the acquisition and construction or production of a qualified asset is interrupted abnormally and the interruption period

  lasts for more than 3 months, the capitalization of the borrowing costs shall be suspended. The borrowing costs incurred

  during such period shall be recognized as expenses, and shall be recorded into the profits and losses of the current period.

  During the capitalization period, the amount of interest to be capitalized for each accounting period shall be determined as

  follows:

  (1) for a specific-purpose borrowing, the amount of interest to be capitalized shall be the actual interest expense incurred for

  the period less temporary deposit’ interest or investment income;

  (2) Where funds are borrowed under general-purpose borrowings, the Company shall determine the amount of interest to be

  capitalized by applying a capitalization rate to the weighted average of the excess amounts of cumulative expenditures on the

  asset over and above the amounts of specific-purpose borrowings. The capitalization rate shall be the weighted average of the

  interest rates applicable to the general-purpose borrowings.

17. Intangible assets

  The term "intangible assets" refers to the identifiable non-monetary assets possessed or controlled by enterprises which have

  no physical shape. If it is unable to forecast the period when the intangible asset can bring economic benefits to the enterprise,

  it shall be regarded as an intangible asset with uncertain service life. The intangible assets shall be initially measured

  according to its cost. If it is unable to determine the expected realization pattern reliably, intangible assets shall be amortized

  by the straight-line method. An enterprise shall, at least at the end of each year, check the service life and the amortization

  method of intangible assets with limited service life, and adjust them when necessary. Intangible assets with uncertain service

  life may not be amortized. An enterprise shall check the service life of intangible assets with uncertain service life during each

  accounting period. Where any evidence shows that there is possible assets impairment, the impairment provision is made.

18. Long-term prepaid expenses

  Long-term prepaid expenses mainly include spending paid with the benefit period of more than one year (excluding the year

  period) such as car parking fees, housing renovation fees, etc. Long-term prepaid expenses shall be amortized the costs over




                                                                                                                                  38
                                       Abstract of the Semi-Annual Report 2012 of HaiNan Pearl River Holdings Co., Ltd.




  the duration of the project beneficiary.

19. Contingencies liabilities

  The obligation pertinent to a Contingencies shall be recognized as accrued liabilities when the following conditions are

  satisfied simultaneously: (1) That obligation is a current obligation of the enterprise; (2) It is likely to cause any economic

  benefit to flow out of the enterprise as a result of performance of the obligation; (3) The amount of the obligation can be

  measured in a reliable way. The estimated debts shall be initially measured in accordance with the best estimate of the

  necessary expenses for the performance of the current obligation.

20. Revenue recognition

(1) Revenue from the sale of goods shall be recognized only when all of the following conditions are satisfied:

a. the enterprise has transferred to the buyer the significant risks and rewards of ownership of the goods;

b. the enterprise retains neither continuing managerial involvement to the degree usually associated with ownership nor effective

  control over the goods sold;

c. the amount of revenue can be measured reliably;

d. it is probable that the associated economic benefits will flow to the enterprise;

e. the associated costs incurred or to be incurred can be measured reliably.

Real estate sales revenue: the Company can recognize real estate sales revenue after the completion and acceptance of the

property, signing sale contract, acquiring payment proof from buyer and delivery. When the buyer receives written delivery

notice and has no warrant to refuse to accept it, the sales revenue is realized after delivery limit closed of delivery notice. For the

development project consigned by other, as well as in accordance with “Accounting Standards for Business Enterprises

-Construction Contract", the revenue shall be recognized in light of the percentage-of- completion method. The percentage-of-

completion is determined by the proportion of finished workload.

(2) Rendering of services

   When the outcome of a transaction involving the rendering of services can be estimated reliably at the balance sheet date

   (including: the amount of revenue can be measured reliably; it is probable that the associated economic benefits will flow to

   the enterprise; the stage of completion of the transaction can be measured reliably; the costs incurred and to be incurred for

   the transaction can be measured reliably), revenue associated with the transaction shall be recognized using the percentage

   of completion method, and the stage of completion of the transaction is recognized according to the proportion of the cost

   having taken place occupied the estimated total cost.

   When the outcome of a transaction involving the rendering of services cannot be estimated reliably at the balance sheet date:

   when the costs incurred are expected to be recoverable, revenue shall be recognized to the extent of costs incurred and an



                                                                                                                                    39
                                            Abstract of the Semi-Annual Report 2012 of HaiNan Pearl River Holdings Co., Ltd.




    equivalent amount shall be charged to profit or loss as service costs; when the costs incurred are not expected to be

    recoverable, the costs incurred shall be recognized in profit or loss for the current period and no service revenue shall be

    recognized.

    The revenue of property management service is recognized when following conditions are satisfied: the property

    management service has been offered; the associated economic benefits will flow to the enterprise; the associated costs can

    be measured reliably.

(3) Use by others of enterprise assets

    Revenue arising from the use by others of enterprise assets shall be recognized only when both of the following conditions are satisfied: it is

    probable that the associated economic benefits will flow to the enterprise; the amount of the revenue can be measured reliably. The amount of

    interest shall be determined according to the length of time for which the enterprise’ currency fund is used by others and the effective interest

    rate. The amount of royalties shall be determined according to the period and method of charging as stipulated in the relevant contract or

    agreement.


21. Government grants

    Government grants shall be recognized at fair value on the conditions that the Company can receive the grant and comply with the conditions

    attaching to the grant. For a government grant related to income, if the grant is a compensation for related expenses or losses to be incurred by

    the Company in subsequent period, the grant shall be recognized as deferred income, and recognized in profit or loss over the periods in which

    the related costs are recognized. A government grant related to an asset shall be recognized as deferred income, and evenly amortized to profit

    or loss over the useful life of the related asset.


22. Recognition of deferred income tax assets and liabilities

    (1) The Company shall recognize the deferred income tax assets arising from a deductible temporary difference to the extent

        of the amount of the taxable income which it is most likely to obtain and which can be deducted from the deductible

        temporary difference. However, the deferred income tax assets, which are arising from the initial recognition of assets or

        liabilities during a transaction which is simultaneously featured by the following, shall not be recognized:

        (i) This transaction is not business combination; and

        (ii) At the time of transaction, the accounting profits will not be affected, nor will the taxable amount (or the deductible

             loss) be affected.

   (2) Where the deductible temporary difference related to the investments of the subsidiary companies, associated enterprises

       and joint enterprises can meet the following requirements simultaneously, the enterprise shall recognize the corresponding

       deferred income tax assets:




                                                                                                                                                  40
                                      Abstract of the Semi-Annual Report 2012 of HaiNan Pearl River Holdings Co., Ltd.




      (i) The temporary differences are likely to be reversed in the expected future; and

      (ii) It is likely to acquire any amount of taxable income tax that may be used for making up the deductible temporary

        differences.

      (iii) As for any deductible loss or tax deduction that can be carried forward to the next year, the corresponding deferred

        income tax assets shall be determined to the extent that the amount of future taxable income to be offset by the

        deductible loss or tax deduction to be likely obtained.

(3) Recognition of deferred income tax liabilities

    Except for the deferred income tax liabilities arising from the following transactions, an enterprise shall recognize the

   deferred income tax liabilities arising from all taxable temporary differences:

   (i) The initial recognition of business reputation;

   (ii) The initial recognition of assets or liabilities arising from the following transactions which are simultaneously featured

       by the following:

       (a) The transaction is not business combination;

       (b) At the time of transaction, the accounting profits will not be affected, nor will the taxable amount (or the deductible

         loss) be affected.

(4) The income taxes of the current period and deferred income tax of an enterprise shall be treated as income tax expenses or

   incomes, and shall be recorded into the current profits and losses, excluding the income taxes incurred under the following

   circumstances:

   (i) The business combination; and

   (ii) The transactions or events directly recognized as the owner's rights and interests.

(5) Impairment on the deferred income tax assets

   On the balance sheet date, the carry amounts of the deferred income tax assets shall be reviewed.

23. Maintenance fund

  The Company’ property management company receives and manages public maintenance fund consigned by owners, and

  charges to “agency fund” The fund is used in the maintenance and update of the common apparatus and common position of

  the house and communal facilities of property management region.

24. Quality assurance reserve funds

  Construction party should remain quality assurance reserve funds according to the amount in the construction contract, and




                                                                                                                               41
                                                        Abstract of the Semi-Annual Report 2012 of HaiNan Pearl River Holdings Co., Ltd.




          list in "accounts payable". The funds should be paid according to the actual conditions and contract after guarantee period.

     25. Changes of accounting policies and accounting estimates and error correction

         (1) Changes of accounting policies

         Not applicable


         (2) Notes for accounting estimates of previous period

          Not applicable.

     26. Changes of accounting estimates and error correction of previous period

          Not applicable.




III. Taxation

The main taxes include: business tax, city construction and maintenance tax, education fee, income tax and etc. The tax rates are as following:

                                 Category                                 Rate                                 Taxable base
                                                                                        Revenue of house property sale and lease, property
Business tax                                                               5%           management income and etc.
City construction and maintenance tax                                   5%, 7%          Business tax and value-added tax
Education fee                                                              3%           Business tax and value-added tax
Income tax                                                                25%           Taxable income


IV. Business combinations and consolidation financial statements

The Company shall include all subsidiaries within the scope of consolidation.

The consolidated financial statements shall be prepared by parent based on the financial statements of the parent and its subsidiaries,

using other related information and after adjusting the long-term equity investments in subsidiaries using the equity method

according to “Accounting Standard for Business Enterprises No.33— Consolidated Financial Statements”

    1.           Subsidiaries established by the Company

                                                                                                               Amount
                                                     Registered                                              invested by
                                                      capital                                     Voting         the         Consolidated     Minority
                                        Registered                  Principal       Holding
   Subsidiary’ name                                                                              rights                      (Yes or No)
                                         address       (RMB         activities     proportion                 Company                         interest
                                                                                                proportion                   (RMB 0’000)
                                                      0’000)                                                  (RMB
                                                                                                               0’000)


                                                                  Properties and
Hainan Pearl River                       Hainan
Properties and Hotels
                                                        500          Hotels          98%          98%           490               Yes             10.95
Management Co., Ltd.
                                         Haikou
                                                                  Management
Hainan Pearl River
Environmental Projects                                                                                                            Yes
                                         Hainan         100         Gardens          100%         100%          100
Co.,




                                                                                                                                                     42
                                             Abstract of the Semi-Annual Report 2012 of HaiNan Pearl River Holdings Co., Ltd.



                                                                                                       Amount
                                          Registered                                                 invested by
                                           capital                                        Voting                   Consolidated   Minority
                            Registered                     Principal        Holding                      the
   Subsidiary’ name                                                                      rights                    (Yes or No)
                             address        (RMB           activities      proportion                 Company                     interest
                                                                                        proportion                 (RMB 0’000)
                                           0’000)                                                     (RMB
                                                                                                       0’000)
Ltd.
                             Haikou                      engineering


                                                         construction
Hainan Pearl River
Estate                       Hainan          50        Cleaning projects      100%        100%           50            Yes
                             Haikou
Cleaning Company


                                                       Mechanical and
Hainan Pearl River
Estate                        Hainan
                                                                                                                       Yes
Machine Engineering                          150           electrical        100%         100%          150
Company                      Haikou
                                                        products sales


                                                          Real Estate
Hainan Pearl River            Hainan
Estate                                                                                                                 Yes
                                             100          Marketing          100%         100%          100
Marketing Co., Ltd.
                             Haikou
                                                           Planning
Sanya Wanjia Hotel
                           Hainan Sanya    12,000        Hotel service       100%         100%         12,000          Yes
Management Co., Ltd.


Hubei Pearl River Real                                    Real estate
Estate Development Co.,
Ltd.                                                                                                                   Yes        1,225.73
                           Hubei Wuhan      6,500      development and       88%          88%          5,720


                                                         management
Wuhan Pearl River
Meilin
                                                                                                                       Yes
Hotels Management Co.,     Hubei Wuhan       50             Service          100%         100%           50
Ltd.


                                                          Real estate
Hainan Pearl River
Enterprises Holding Co.,                                                                                               Yes
Ltd. Shanghai Real          Shanghai        4,000      development and       100%         100%         4,000
Estate Co.

                                                         management

Beijing Jiubo Culture                                    Cultural and                                                  Yes
Development Co., Ltd.        Beijing         500        sports services      100%         100%          500
Mudanjiang Pearl River
Tourism Investment and                                     Hotel                                                       Yes
Development Group          Mudanjiang       6,000        management          100%         100%         6,000
Limited
Mudanjiang Wanjia Star
Hotel Co., Ltd.                                          Hotel service       100%         100%                         Yes
                           Mudanjiang        50                                                          50

Mudanjiang Jingbohu                                      Hotel service       100%         100%                         Yes
Wanjia Hotel Co., Ltd.     Mudanjiang        50                                                          50


Shanghai Sea Pearl                                         Property
Property Management                                                          50%          50%                          Yes         27.35
                            Shanghai      US $ 20                                                        83
Co., Ltd.
                                                         management




                                                                                                                                       43
                                                Abstract of the Semi-Annual Report 2012 of HaiNan Pearl River Holdings Co., Ltd.



                                                                                                                Amount
                                             Registered                                                       invested by
                                              capital                                            Voting                       Consolidated     Minority
                             Registered                       Principal          Holding                          the
  Subsidiary’ name                                                                              rights                        (Yes or No)
                              address          (RMB           activities        proportion                     Company                         interest
                                                                                               proportion                     (RMB 0’000)
                                              0’000)                                                           (RMB
                                                                                                                0’000)


                                                             Real estate
                               Hebei
                                                                                   51%           51%                              Yes          208.71
                                               1,000      development and                                        510
Hebei zhengshiqinghui       Shijiazhuang
Real Estate
Development Co., Ltd.                                     property services



    2.        The subsidiaries acquired by the business combination under non-uniform

control

                                                                                  Registered
  Subsidiary’           Business          Registered         Principal            capital          Holding         Voting rights       Consolidated
     name                category           address           activities           (RMB            proportion        proportion         (Yes or No)
                                                                                   0’000)


Hailin    Wanjia                            Hailin of
Snowtown
                        Limited                                  Hotel
Holiday Hotel                                                                       2,000            100.00             100.00               Yes
                        Liability          Heilongjiang         service
Management
Co., Ltd.
                                            Province


         V. Notes to significant items of the consolidated financial statements

     1. Monetary funds


     (1)Monetary funds disclosed by categories

                           Items                                              Jun 30, 2012                                  Jan 1, 2012
Cash                                                                                         535,337.21                                   2,174,511.88
Bank deposit                                                                             52,745,777.68                                  50,327,357.51
Other monetary funds                                                                     10,794,274.59                                        5,974.34

                           Total                                                         64,075,389.48                                  52,507,843.73

    Note: RMB is the currency that applies to all monetary funds held by the company.

     (2) Details of ‘Other Monetary funds’

                           Items                                              Jun 30, 2012                                  Jan 1, 2012
Credit card                                                                                   11,946.74                                       5,974.34
Securities accounts                                                                      10,782,327.85
                           Total                                                         10,794,274.59                                        5,974.34

Note: There were no access-restricted funds for the final balance, neither were those funds that have been deposited abroad or may
bring potential recovery risks.

    2. Accounts receivable




                                                                                                                                                    44
                                                Abstract of the Semi-Annual Report 2012 of HaiNan Pearl River Holdings Co., Ltd.




    (1) Accounts receivable listed by categories

                                                              June 30, 2012                                              January 1, 2012

                                                                              Bad Debt                                                     Bad Debt
                   Categories                     Amounts                                                      Amounts
                                                                              Provision                                                    Provision
                                                            Ratio                      Ratio                          Ratio                        Ratio
                                            Amounts                   Amounts                         Amounts                     Amounts
                                                            (%)                        (%)                            (%)                          (%)
       1.Significant accounts receivable
       and bad debts accounted               7,761,707.60     36.99     7,761,707.60      100.00       7,761,707.60       42.98    7,761,707.60      100.00
       individually
       2.Bad debt accounted by the
       combinations
       Age Combinations                     11,176,334.42     53.26      708,096.29            6.34    7,596,153.44       42.06      645,638.32         8.50

       Combined Subtotal                    11,176,334.42     53.26      708,096.29            6.34    7,596,153.44       42.06      645,638.32         8.50

       3.Other unimportant receivables
       but bad debts accounted               2,046,702.72      9.75     1,990,680.02       97.26       2,702,706.37       14.96    2,605,867.10        96.42
       individually
       Total                                20,984,744.74    100.00 10,460,483.91              — — 18,060,567.41         — — 11,013,213.02       100.00



       (2) Aging analysis

                                                       30 Jun 2012                                             1 Jan 2012
                       Ages
                                       Balance         Proportion (%) Bad debts                Balance       Proportion (%) Bad debts
                   Within 1 year 9,451,951.67                       84.57 189,039.03 6,285,843.87                        82.74 125,674.50

                   1-2 years           583,298.03                    5.22 29,164.90        115,202.15                      1.52     5,760.11
                   2-3 years           108,000.00                    0.97 10,800.00        106,000.00                      1.40 10,600.00
                   3-4 years           101,500.00                    0.91 20,300.00        136,500.00                      1.80 27,300.00

                   4-5 years               35,000.00                 0.31 10,500.00                   0.00                 0.00            0.00
                   Over 5 years        896,584.72                    8.02 448,292.36       952,607.42                    12.54 476,303.71
                       Total       11,176,334.42                100.00 708,096.29 7,596,153.44                        100.00 645,638.32



   (3) The top five debtors’ending total balance. Details are as follows:

                                                            Relationship                                                          Proportion of total
                                                                with                   Owned
           Name                                                                                                  Ages             accounts receivable
                                                                                       amount
                                                            the company                                                                  (%)
           Hainan racing entertainment Co.,
                                                          Unrelated Client         2,406,158.00              over 5 years                  11.47
           LTD
           Hainan Baoping company                         Unrelated Client         2,218,494.43              over 5 years                  10.57
           Hainan centaline property agency               Unrelated Client         2,090,069.77              over 5 years                  9.96

           Hainan dragon film studio                      Unrelated Client         1,046,985.40              over 5 years                  4.99
                                                                                                               Within 1
           Xinhe company                                  Unrelated Client         1,591,137.00                                            7.58
                                                                                                                year
           total                                                                   9,352,844.60                                           44.57


     (4) At the end of this reporting period, none of the amount of accounts receivable was owed to related

parties.

    3. Prepayments



                                                                                                                                                               45
                                                Abstract of the Semi-Annual Report 2012 of HaiNan Pearl River Holdings Co., Ltd.




     (1) Aging analysis

                                                    30 Jun 2012                                                  1 Jan 2012
            Ages
                                            Balance                 Proportion (%)                    Balance                  Proportion (%)

Within 1 year                                    99,204,539.63                      65.22                    23,848,719.79                    31.05
1-2 years                                        50,311,663.59                      33.08                    50,367,143.59                    65.58
2-3 years                                             670,741.57                     0.44                       667,741.57                       0.87

Over 3 years                                       1,920,179.94                      1.26                      1,920,179.94                      2.50
            Total                               152,107,124.73                  100.00                       76,803,784.89                   100.00


        (2) Top five units of prepayments

                Company’ Name                             Relationship             Amounts           Ages                Unsettled reason
Heilongjiang Province Mudanjiang Forestry                    Unrelated                               Within 1
                                                                                64,012,914.67                      The project is not complete yet.
Engineering Company                                           Client                                  year
Haikou Hongzhou Real Estate Development                      Unrelated                                               Pre-paid property purchase
                                                                                50,000,000.00       1-2 years
Co., Ltd                                                      Client                                                          payment
                                                             Unrelated                               Within 1
Dahailin Forestry Bureau                                                            5,076,469.00                   The project is not complete yet.
                                                              Client                                  year
                                                             Unrelated                               Within 1
Longshi Artist Management Co., Ltd                                                  4,500,000.00                   The project is not complete yet.
                                                              Client                                  year
China Construction Bank Corporation                          Unrelated                               Within 1      Consulting service is not reach
                                                                                    2,000,000.00
Mudanjiang branch                                             Client                                  year                  the deadline
Total                                                                         125,589,383.67

Note: The 50 million Yuan prepayment made to the Haikou Hongzhou Real Estate Development Company was the payment required by the contract of

‘supplementary agreement of the implementation of the 3 rd phase of Longzhu project’Under this contract, the company is obliged to make the payment

of RMB 50 million Yuan after the completion of the 150,000 square office building. In addition to that, the Company has signed another ‘guarantee

contract’with Hainan Hongzhou Real Estate Group Co.,Ltd, which is the parent company of the Haikou Hongzhou Real Estate Development company.

Based on this contract, the Group will use its own land and property as security.

        (3)The yearend balance did not contain any debt owned by major shareholders who own more than 5% of the Company’ share

capital.

    4. Dividends receivable

     (1) Details of dividends receivable

                Items                          Jan 1, 2012                   Increment                  Decrement                 Jun 30, 2012
Hainan Pearl River
                                                      260,015.00                                                                        260,015.00
Guanzhuang Co., Ltd.
                Total                                 260,015.00                                                                        260,015.00


        (2) Dividends receivable exceed one year

                                                                 Ending                                                              Impairment
            Invested company                       Age                                                Reason
                                                                 balance                                                                loss
Hainan Pearl River Guanzhuang Co.,                                                  The investee confronts the problem of tight
                                                3-4years     260,015.00                                                             None
Ltd.                                                                                budget.




                                                                                                                                                  46
                                                  Abstract of the Semi-Annual Report 2012 of HaiNan Pearl River Holdings Co., Ltd.



                                                                      Ending                                                                         Impairment
              Invested company                       Age                                                      Reason
                                                                      balance                                                                           loss
                    Total                                         260,015.00


     5. Other receivables

     (1)       Others receivable listed by categories

                                                                      Dec 31, 2011                                               Jan 1, 2011

                                                                                      Bad Debt                                                     Bad Debt
                  Categories                             Amounts                                                      Amounts
                                                                                      Provision                                                    Provision
                                                                      Ratio                       Ratio                         Ratio                          Ratio
                                                     Amounts                      Amounts                       Amounts                        Amounts
                                                                       (%)                         (%)                           (%)                            (%)
1. Significant others receivable and bad debts     25,978,479.90       9.99     25,978,479.90     100.00      25,978,479.90      7.38     25,978,479.90        100.00
accounted individually
2. Bad debt accounted by the combinations

Age Combinations                                  259,916,039.86      88.23     8,220,657.02        3.16     319,808,779.78     90.90     16,072,774.33          5.03

Combined Subtotal                                 259,916,039.86      88.23     8,220,657.02        3.16     319,808,779.78     90.90     16,072,774.33          5.03
3. Other unimportant receivables but bad            5,190,360.03       1.78     3,963,362.46       76.36       6,041,420.44      1.72      4,675,833.77         77.40
debts accounted individually
                     Total                        291,084,879.79                38,162,499.38                351,828,680.12               46,727,088.00




Note: Details about related party’ transaction refer to ‘Notes VI. 5. (3)’


     (2) Aging analysis

                                                 30 Jun 2012                                                              1 Jan 2012
      Ages
                              Balance            Proportion (%)           Bad debts                Balance               Proportion (%)              Bad debts

Within 1 year                218,038,384.87                 83.90         4,360,767.70            261,835,652.15                      81.87            5,236,713.04
1-2 years                     37,682,403.52                 14.50         1,884,120.18             40,231,432.94                      12.58            2,011,571.65
2-3 years                          3,274.13                 0.00                  327.41                   5,838.21                     0.00                  583.82
3-5 years                       345,407.22                     0.13           69,081.44               212,234.27                        0.07             62,094.70
4-5 years                        84,623.86                     0.03           25,387.16                        0.00                     0.00                     0.00
  Over 5 years                 3,761,946.26                    1.44       1,880,973.13             17,523,622.21                        5.48           8,761,811.12
      Total                  259,916,039.86                100.00         8,220,657.02            319,808,779.78                     100.00          16,072,774.33


       (3)Top five units of others receivable

                                                                       Relationship with                                                        Proportion of total
                               Name                                                               Owned amount                Ages
                                                                         the company                                                           Other receivable (%)
Public Investment Co., Ltd                                              Unrelated Party           143,000,000.00          1-2 year                    49.13

Beijing Kangtai Xingye Investment Co.,Ltd                               Unrelated Party           60,000,000.00         Within 1 year                 20.61

                                                                                                                          Within 1
                                                                                                                            year:
                                                                                                                        1,091,553.34
Hainan Pearl River Guanzhuang Co., Ltd.                                 Unrelated Party           7,535,831.68              yuan                      2.59
                                                                                                                          1-2 years:
                                                                                                                        6,444,278.34
                                                                                                                            yuan
Shenzhen Yinxiang Computer Co., Ltd                                     Unrelated Party           6,482,625.00           Over 5 years                 2.23




                                                                                                                                                                  47
                                         Abstract of the Semi-Annual Report 2012 of HaiNan Pearl River Holdings Co., Ltd.



Yuehai Railway Co., Ltd                                    Unrelated Party      6,000,000.00      Within 1 year          2.06


Note: On 3rd January 2011, the proposal of ‘the private railway sidings for Mulin town as well as coal wholesale market construction

cooperation project’was signed between Public Investment Co., Ltd and the Company. On 28th June 2011, the project supplementary

agreement was signed, which stipulates the joint investment of the the private railway sidings for Mulin town as well as coal

wholesale market construction project. Under the agreement, staged financing is required from both parties while the upper limit

investment amount for the Pearl River Holding is RMB140 million. With regard to the project income distribution, the company

enjoys a 60% of the return while the partner enjoys the rest 40% during the transition period. Once the transition period ends, the

Company has the priority to choose whether or not to participate in the operating management and enjoying earnings through

ownership investment. If the Company chooses to quit the project investment, the Public Investment Corporation must promise an

annual investment return no less than 18% of the aggregate investment. Consistent with agreement, the Company has already made

the payment of RMB 140 million to the designated account of the Public Investment Corporation. The Beijing branch investment &

consultation firm which belongs to the Company will supervise the use of the funds all the way from the project approval,

construction to project management. On 28th June 2012, the company has signed the additional proposal that add investment of RMB

15 million.

On 18th July 2011, the Company has signed a cooperation proposal together with Beijing Kangtai Xingye Investment Co., Ltd and

the natural person, Lijun Gu. Under the proposal, a project company will be co-founded by the capital rejection of RMB70 million

from the natural person and the capped capital contribution of RMB 64 million from the Company. That is, the natural person, Lijun

Gu holds an equity stake of 60%, the Company occupied 40%. The project company is responsible for the development and sales of

the iron and ore resources at Dujiawan magnetite iron ore and Zhaojiayuan iron ore located at Shiyan city, Hubei province. The

company has already made a payment of RMB 60 million to the designated account of Beijing Kangtai Xingye Investment Company.

Lijun Gu and the Beijing Kangtai Xingye Investment Company uses their respective 70% ownership holding rights in Yuxi

Shengying mining industry limited liability company as the pledged collateral to the Company.




     6. Inventories

    (1) Inventories category

                                         Jun 30, 2012                                             Jan 1, 2012
      Items                              Provision for                                            Provision for
                      Ending Balance                         Book value      Ending Balance                           Book value
                                          Inventory                                                Inventory
Raw materials             1,922,566.34                       1,922,566.34        4,232,624.93                          4,232,624.93
Low-value
consumption               2,328,187.70                       2,328,187.70          880,919.41                            880,919.41
goods:




                                                                                                                                   48
                                              Abstract of the Semi-Annual Report 2012 of HaiNan Pearl River Holdings Co., Ltd.



                                             Jun 30, 2012                                                 Jan 1, 2012
      Items
                                             Provision for                                               Provision for
                       Ending Balance                            Book value       Ending Balance                               Book value
                                              Inventory                                                   Inventory
Finished goods               213,277.66                            213,277.66             309,086.29                              309,086.29
Constructing
development                53,094,072.07                        53,094,072.07        51,135,927.01                              51,135,927.01
product
Development
                           72,421,046.07       22,156,987.01    50,264,059.06        83,686,150.88        22,156,987.01         61,529,163.87
products
      Total               129,979,149.84       22,156,987.01 107,822,162.83        140,244,708.52         22,156,987.01        118,087,721.51


              (2) Inventories impairment provision

                                                                                    Decrement
         Items                 1 Jan 2012         Increment                                                                  30 Jun 2012
                                                                          Transfer back                Write off

Development product         22,156,987.01                                                                            22,156,987.01

         Total              22,156,987.01                                                                            22,156,987.01


Note: For this reporting period, the 5th floor of skirt building in Pearl River Square has been rented out to the public. The

development products were categorized into investment real estate and the corresponding impairment was transferred into the

investment real estate.


     7. Available for sales financial assets

     Available for sales financial assets listed by categories

                           Items                                  Fair value at Jun 30,2012                   Fair value at Jan 1,2012
Available for sales equity instrument                                 354,896,490.00                               286,947,500.00

                           Total                                      354,896,490.00                               286,947,500.00


Note: The Company holds 31,379,000 shares of stock of Southwest Securities. The yearend book value is RMB 40,071,101.92 while

the market price is RMB 11.31 per share.


    8. Joint investment and joint venture investment


              Joint venture investment
                                                                                                                Percentage of Percentage of
                                        Registration                            Business        Registered                      vote right
        Name           Nature                          legal representative                                         equity
                                          address                               Character        capital
                                                                                                                interest(%) (%)
Sanya Wanjia               Limited                                            Entertainment
Enterprises Holding                    Sanya, Hainan         Qing Zheng                     100,000,000.00              40           40
                           liability                                             Service
Co., Ltd
Beijing Found Vision       Limited                                            Entertainment
                                            Beijing          Qing Zheng                          3,000,000.00           49           49
Media Co., Ltd.            liability                                             Service
Beijing Sunshine
Tiansheng Property         Limited                                             Property
                                            Beijing          Qing Zheng                          5,000,000.00           30           30
Management Co.,            liability                                          Management
Ltd.



                                                                                                                                            49
                                                               Abstract of the Semi-Annual Report 2012 of HaiNan Pearl River Holdings Co., Ltd.




                                                                                               Ending Balance
                                                                Ending Balance of                                                  Ending Balance                    Operating
                            Name                                                                  of Total                                                                                      Net profit
                                                                  Total Assets                                                      of Net Assets                     Income
                                                                                                 Liabilities
Sanya Wanjia Enterprises Holding Co.,
                                                                        93,928,624.52               1,121,512.74                       92,807,111.78                                            -1,073,660.71
Ltd
Beijing Found Vision Media Co., Ltd.                                      3,000,000.00                                                3,000,000.00                                                                
Beijing Sunshine Tiansheng Property
                                                                          9,958,804.67              5,601,091.95                        4,357,712.72
Management Co., Ltd.


     9. Long-term Equity Investment
                                                                                                                                                                     Percentage
                                                                                                                                                   Percentage of     of      vote   Impairment loss     Current
        Name                               Accounting      Initial investment   Beginning Balance   Increase        or        Ending Balance       equity interest
                                                                                                                                                                     right                              impairme
                                           Method          Cost                                     decrease                                                                        provision
                                                                                                                                                   (%)                                                nt loss
                                                                                                                                                                     (%)

 Sanya Wanjia Enterprises Holding Co.,
 Ltd.                                      Equity Method       40,000,000.00        37,552,309.00         -429,464.28              37,122,844.72         40              40



 Beijing Found Vision Media Co., Ltd.      Equity Method         1,470,000.00        1,470,000.00                                 1,470,000.00          49              49

 Beijing Sunshine Tiansheng Property       Equity Method         1,500,000.00        1,427,948.31                                 1,427,948.31          30              30
 Management Co., Ltd.

 Subtotal for Equity Method                                    42,970,000.00        40,450,257.31         -429,464.28              40,020,793.03

 Hainan Pearl River Guanzhuang Co.,        Cost Method             426,315.00         426,315.00                                     426,315.00         1.33            1.33
 Ltd

 Hainan Tongsheng Ports Co., Ltd           Cost Method           6,000,000.00        6,000,000.00                                  6,000,000.00          15              15              6,000,000.00


 Hainan Chamber of Commerce                Cost Method             500,000.00         500,000.00                                     500,000.00         6.67            6.67               500,000.00

 Network Science      and     Technology   Cost Method         10,000,000.00        10,000,000.00                                  10,000,000.00         10              10             10,000,000.00
 Investment Co.

 Hainan Huadi Pearl River Foundation       Cost Method             160,000.00         160,000.00                                     160,000.00          2                2
 Engineering Co., Ltd.

 Guangzhou Pearl River        Investment   Cost Method         18,177,240.29        18,177,240.29                                  18,177,240.29      9.4785           9.4785            7,352,245.39
 Management Co., Ltd

 Hainan Nanyang Shipping Industrial        Cost Method           1,680,000.00        1,680,000.00                                  1,680,000.00                                          1,680,000.00
 Company Limited

 Subtotal for Cost Method                                      36,943,555.29        36,943,555.29                 0.00             36,943,555.29                                        25,532,245.39


                 Total                                         79,913,555.29        77,393,812.60         -429,464.28              76,964,348.32                                        25,532,245.39




               10. Investment real estates

                                   Items                                                        1 Jan 2012                                   Increment               Decrement              30 Jun 2012

I. Original value                                                                                              34,458,642.70                                         322,062.78                 34,136,579.92

Buildings and structures                                                                                       34,458,642.70                                         322,062.78                 34,136,579.92

II. Accumulated depreciation and amortization                                                                   4,289,468.35                   584,729.27             62,621.88                  4,811,575.74

Buildings and structures                                                                                        4,289,468.35                   584,729.27             62,621.88                  4,811,575.74

III. Impairment provision                                                                                       3,432,927.60                                                                     3,432,927.60

Buildings and structures                                                                                        3,432,927.60                                                                     3,432,927.60

IV. Book value                                                                                                 26,736,246.75                                                                    25,892,076.58

Buildings and structures                                                                                       26,736,246.75                                                                    25,892,076.58

      Note: The corresponding depreciation costs for this reporting period was RMB 584,729.27 Yuan.


     11. Fixed assets




                                                                                                                                                                                                                   50
                                            Abstract of the Semi-Annual Report 2012 of HaiNan Pearl River Holdings Co., Ltd.



             Items                      1 Jan 2012                 Increment                  Decrement                   30 Jun 2012
I. Original value                         444,369,015.01                22,216,547.65               184,530.00                 466,401,032.66
Buildings & Houses                        313,703,207.36                12,208,000.00                                          325,911,207.36
Motor Vehicle                              27,968,677.63                 6,552,418.00               184,530.00                  34,336,565.63
General equipment                          52,208,111.09                   10,700.00                                            52,218,811.09
Other equipments                           50,489,018.93                 3,445,429.65                                           53,934,448.58
 II. Accumulated
   depreciation                           111,457,402.65                13,997,510.66               177,607.26                 125,277,306.05
Buildings & Houses                         44,613,906.30                 5,950,603.19                                           50,564,509.49
Motor Vehicle                              11,238,685.63                 2,166,750.27               175,303.50                  13,230,132.40
General equipment                          26,380,113.59                 1,643,167.47                                           28,023,281.06
Other equipments                           29,224,697.13                 4,236,989.73                    2,303.76               33,459,383.10
III. Impairment provision                     7,499,295.92                                                                       7,499,295.92
Buildings & Houses                            7,499,295.92                                                                       7,499,295.92
Motor Vehicle                                                                                                   
General equipment                                                                                               
Other equipments                                                                                                
  IV. Book value                          325,412,316.44                22,216,547.65            14,004,433.40                 333,624,430.69
Buildings & Houses                        261,590,005.14                12,208,000.00              5,950,603.19                267,847,401.95
Motor Vehicle                              16,729,992.00                 6,552,418.00              2,175,976.77                 21,106,433.23
General equipment                          25,827,997.50                   10,700.00               1,643,167.47                 24,195,530.03
Other equipments                           21,264,321.80                 3,445,429.65              4,234,685.97                 20,475,065.48

Note: The depreciation cost of this period was RMB13,997,510.66 Yuan.


    12. Construction in progress

                                                 30 Jun 2012                                                 1 Jan 2012
      Project name
                                                Impairment loss                                            Impairment loss
                             Ending Balance                            Book value       Ending Balance                         Book value
                                                  provision                                                  provision
Lake Hotel                                                                                 4,742,000.00                         4,742,000.00
Expansion project of
                                    96,000.00                             96,000.00          96,000.00                             96,000.00
Xuxiang
River side Staff
                               5,530,613.30                           5,530,613.30         788,613.30                            788,613.30
Residence
Little Train 550               5,648,964.09                            5,648,964.09        5,648,964.09                         5,648,964.09
Earlier stage of Xuxiang
                               2,194,595.49                            2,194,595.49        2,194,595.49                         2,194,595.49
Project
Little Train 400               4,000,000.00                            4,000,000.00        4,000,000.00                         4,000,000.00
Electronic project of
                                                                                             80,000.00                             80,000.00
acting tent
Studio project of Er’long
                                   909,000.00                           909,000.00         149,000.00                            149,000.00
Mountain
Forest Park area projects          450,000.00                           450,000.00         250,000.00                            250,000.00
Diesel generator sets              755,425.00                           755,425.00




                                                                                                                                            51
                                         Abstract of the Semi-Annual Report 2012 of HaiNan Pearl River Holdings Co., Ltd.



                                                30 Jun 2012                                                1 Jan 2012
      Project name
                                               Impairment loss                                         Impairment loss
                            Ending Balance                            Book value      Ending Balance                          Book value
                                                 provision                                               provision
Ski slope                       360,000.00                             360,000.00
Fire facilities of staff
                                 20,000.00                              20,000.00
residence
Dapengshan house                680,000.00                             680,000.00
Snow Village centralized
                                154,800.00                             154,800.00
heating stations
            Total            20,799,397.88                            20,799,397.88    17,949,172.88                 0.00     17,949,172.88



    13. Engineering Materials

           Items                  1 Jan 2012                     Increment                     Decrement                30 Jun 2012
Special equipment           606,206.60                                                                            606,206.60

            Total           606,206.60                                                                            606,206.60



   14. Intangible assets

                    Items                              1 Jan 2012                  Increment        Decrement               30 Jun 2012
I. Original value                                         38,511,442.93               169,921.00                              38,681,363.93
Software                                                      1,584,757.28            169,921.00                               1,754,678.28

Land use right                                            35,535,285.65                                                       35,535,285.65
Zhenghe membership of Sanya Hongzhou
International                                                  480,000.00                                                       480,000.00
Yacht Club
Golf membership of Nanli Lake                                  911,400.00                                                       911,400.00
II.Accumulative amortization                                  5,041,492.96            584,381.87                               5,625,874.83

Software                                                       494,796.17             123,281.73                                618,077.90
Land use right                                                4,502,283.87            450,851.00                               4,953,134.87
Zhenghe membership of Sanya Hongzhou
International                                                    44,412.92             10,249.14                                 54,662.06
Yacht Club
Golf membership of Nanli Lake

III. Total impairment loss provision                           911,400.00                                                       911,400.00
Golf membership of Nanli Lake                                  911,400.00                                                       911,400.00
IV. Carrying amount                                       32,558,549.97                    ——               ——            32,144,089.10

Software                                                      1,089,961.11                 ——               ——             1,136,600.38
Land use right                                            31,033,001.78                    ——               ——            30,582,150.78
Zhenghe membership of Sanya Hongzhou
International                                                  435,587.08                  ——               ——              425,337.94
Yacht Club
Golf membership of Nanli Lake                                                              ——               ——

Note: 1. The amortization of this year is 584,381.87 Yuan.

      2. The yearend land use right used as mortgage or collateral holds a book value of 28,812,252.58Yuan. More details are



                                                                                                                                           52
                                              Abstract of the Semi-Annual Report 2012 of HaiNan Pearl River Holdings Co., Ltd.



           explained at “Note V.18”


     15. Long-term prepayments

      Items            1 Jan 2012          Increment        Amortization      Other decrements            30 Jun 2012
    Decoration         4,756,538.62         548,000.00         476,230.57                                  4,828,308.05
  Ski rental fee       4,800,000.00                           450,000.00                                  4,350,000.00
Technical service
                         513,329.33                            70,002.00                                    443,327.33
      fee
Guarantee fee and
                                          2,634,500.00        251,571.44                                  2,382,928.56
     other
       Total          10,069,867.95       3,182,500.00       1,247,804.01                                  12,004,563.94


     16. Deferred income tax asset and deferred income tax liability

     (1) Identified deferred income tax liability

                               Items                                                30 Jun 2012                            1 Jan 2012
Deferred income tax liability:                                                              67,653,941.30                         49,347,638.80
Changes on the fair value of available for sales financial assets
                                                                                             66,601,927.50                         48,295,625.00
credited to capital reserves
Difference between fair value and the book value of net assets
                                                                                              1,052,013.80                          1,052,013.80
of purchased unit as business combination


     (2)      Unrecognized deferred income tax asset

                               Items                                                30 Jun 2012                              1 Jan 2012
Deductible temporary differences                                                            108,155,839.21                        117,273,156.94
Deductible losses                                                                            60,308,135.29                         48,796,714.62
                               Total                                                        168,463,974.50                        166,069,871.56



     17. Assets impairment provision

                                                                                                        Decrement
                           Items                              1 Jan 2012      Increment                                       30 Jun 2012
                                                                                                                      Other
                                                                                          Transfer back Write off
                                                                                                                    Decrement
  Bad debt provision                                          57,740,301.02               9,117,317.73                          48,622,983.29

  Inventories impairment provision                            22,156,987.01                                                     22,156,987.01 

  long-term equity investment impairment provision 25,532,245.39                                                                25,532,245.39

  Investment property impairment provision                     3,432,927.60                                                       3,432,927.60

  Fixed assets impairment provision                            7,499,295.92                                                       7,499,295.92

  Intangible assets impairment provision                        911,400.00                                                         911,400.00

                           Total                            117,273,156.94                9,117,317.73                         108,155,839.21


     18. Assets with restricted ownership

           Items                        Assets name                        Amount                                   Remark



                                                                                                                                                 53
                                            Abstract of the Semi-Annual Report 2012 of HaiNan Pearl River Holdings Co., Ltd.



        Items                         Assets name                    Amount                              Remark
1.Fixed assets
                                                                                     It has been mortgaged to the Bank of China
                          Main Building of Days Hotel &
Buildings & Houses                                                  180,679,361.31   Hainan Yeshumeng branch for loan 110 million
                          Suites Sanya Resort
                                                                                     Yuan (Contract No.G004-1).
                                                                                     It has been mortgaged to the Bank of China
Buildings & Houses        Hotel Villa A, B & C                        8,494,100.79   Hainan Yeshumeng branch for loan 110 million
                                                                                     Yuan (Contract No.G004-1).
                                                                                     It has been mortgaged to Haikou Haikong
Buildings & Houses                                                     594,831.29    Micrio-credit Loans Co., Ltd. for loan 25 million
                          Building of Longzhu ,22nd floor                            loan.
                                                                                     It has been mortgaged to Haikou Haikong
Buildings & Houses        Building of Longzhu , third floor            548,300.23    Micrio-credit Loans Co., Ltd. for loan 25 million
                          of the northeast side                                      loan.
                                                                                     It has been mortgaged to Haikou Haikong
Buildings & Houses        Building of Dihao ,29 th floor              4,249,050.74   Micrio-credit Loans Co., Ltd. for loan 25 million
                                                                                     loan.
                                                                                     It has been mortgaged to Haikou Haikong
Buildings & Houses        the 5th floor of the west side of           7,744,632.23   Micrio-credit Loans Co., Ltd. for loan 25 million
                          skirt building in Pearl River Square                       loan.
                                                                                     It has been mortgaged to Haikou Haikong
Development
                                                                      1,048,080.60   Micrio-credit Loans Co., Ltd. for loan 25 million
products
                          Building of Longzhu ,21st floor                            loan.
                                                                                     It has been mortgaged to the Construction Bank
Buildings & Houses        Main Building of Hailin wanjia             46,599,757.60   of China Mudanjiang branch for loan 110 million
                          snow village  vacation hotel                              Yuan.
Development               Zhujiang square F3;Building of                             It has been mortgaged toWang xiaodong for loan 6
                                                                      3,775,954.85
products                  Dijing, 6th floor                                          million Yuan.
2.Intangible assets
                                                                                     It has been mortgaged to the Bank of China
                          Main Building of Days Hotel &
Land use rights                                                      26,084,548.64   Hainan Yeshumeng branch for loan 110 million
                          Suites Sanya Resort
                                                                                     Yuan (Contract No.G004-2).
                                                                                     It has been mortgaged to the Bank of China
Land use rights           Hotel Villa A, B & C                        1,576,872.42   Hainan Yeshumeng branch for loan 110 million
                                                                                     Yuan (Contract No.G004-2).
                          Main Building of Hailin wanjia                             It has been mortgaged to the Construction Bank
Land use rights           snow village vacation hotel and            1,150,831.52   of China Mudanjiang branch for loan 110 million
                          Staff quarters                                             Yuan.
3. Pledged assets
                                                                                     It has been mortgaged to chongqin Province Trust
Available for sales       3.325 millions Shares of Southwest
                                                                    336,472,500.00   Co., Ltd. for the loan of 220 million Yuan
financial assets          Security
                                                                                     (Contract No. JLXT2009A018).
        Total                                                       619,018,822.22

Note: Assets with restricted ownership are mainly used for guarantee of bank loans.

    19. Short-term loan
    1. Short-term loan disclosed by categories
                    Category                                     30Jun2012                                 1 Jan 2012
Guaranteed loans                                                                                                        45,000,000.00

Pledge loans                                                                 210,000,000.00
Mortgage loans                                                                25,000,000.00
                      Total                                                  235,000,000.00                             45,000,000.00




                                                                                                                                   54
                                             Abstract of the Semi-Annual Report 2012 of HaiNan Pearl River Holdings Co., Ltd.



     20. Accounts payable
                                              Jun 30, 2012                                         Jan 1, 2012
         Ages
                                  Ending Balance          Percentage (%)             Opening Balance                 Percentage (%)
Within 1 year                          6,384,333.17                  27.81                      6,366,825.29                     28.14
1 to 2 years                           8,055,630.24                  35.09                      8,478,035.44                     37.47

2 to 3 years                              54,184.80                    0.24                        52,270.02                      0.23
3 years and more                       8,459,911.35                  36.86                      7,727,851.60                     34.16
         Total                       22,954,059.56                  100.00                     22,624,982.35                    100.00

Note: The end of this reporting period did not contain debt owned by any major shareholders who own more than 5% of the
Company’ share capital. And there were no related parties involved for the final balance.


    21. Accounts received in advance

                                           Jun 30, 2012                                           Jan 1, 2012
       Ages
                            Ending Balance            Percentage (%)                Opening Balance                 Percentage (%)

Within 1 year                       7,855,312.49                    87.48                     18,272,805.52                      93.44
Over 1 year                         1,124,494.11                    12.52                      1,283,869.38                       6.56
       Total                        8,979,806.60                   100.00                     19,556,674.90                     100.00

Note:The end of this reporting period did not contain debt owned by any major shareholders who own more than 5% of the
Company’ share capital. And the yearend balance excluded any related party.


    22.Accrued payroll

                                  Items                        Jan 1, 2012     Increment       Decrement         Jun 30, 2012
          I. Salary, bonus, allowance                         1,935,954.85    43,500,306.58   44,203,687.28      1,232,574.15
          II. Employee Welfare expenses                                        5,193,379.61    5,496,707.55      -303,327.94

          III. Social insurance                                                5,373,291.53    5,373,291.53
          Where:1)Medical insurance                                            1,414,814.87    1,414,814.87
          2)Supplementary medical insurance

          3) Endowment insurance                                               3,410,130.42    3,410,130.42
          4)annuity
          5) Unemployment insurance                                             351,537.48      351,537.48

          6) Working accident insurance                                         102,444.80      102,444.80
          7) Maternity insurance                                                 94,363.96       94,363.96
          IV. Housing accumulation fund                                         591,834.71      591,834.71

          V. Labor union fees& Employee education fees        4,973,974.16     1,098,644.91     440,361.62       5,632,257.45
          VI. Non-monetary welfares
          VII. Compensation for dismissal

          VIII.Others
                                  Total                       6,909,929.01    55,757,457.34   56,105,882.69      6,561,503.66




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      23. Taxes payable

                                     Items                                           Jun 30, 2012                     Jan 1, 2012
VAT                                                                                            -226,077.82

Individual income tax                                                                           44,513.66                           93,214.78
City construction and maintenance tax                                                           88,405.22                           78,133.99
Corporate income tax                                                                       1,134,149.14                       3,257,663.34

Property tax                                                                                   776,172.99                      159,789.20
Business tax                                                                                   712,392.97                      800,387.80
Land use tax                                                                                    79,762.62                           10,507.33

Increment tax on land value                                                                    725,576.41                      -823,648.69
Educational surtax                                                                              -94,127.14                      -64,539.01
Others                                                                                         180,852.71                           69,590.69

                                     Total                                                 3,421,620.76                       3,581,099.43



     24. Interest payable

                      Item                                    Jun 30, 2012                                   Jan 1, 2012
Long-term loan                                                                                                               6,991,111.11
Short-term loan                                                                 4,962,055.57

Company loan                                                                   90,780,670.67                                82,084,001.78
Entrusted loan                                                                 10,449,888.49                                10,449,888.49
Others                                                                           176,133.00                                    176,133.00

                     Total                                                   106,368,747.73                                 99,701,134.38


Note: Details refer to Note VI.4.


     25. Dividend payable

                       Investor                                     Jun 30, 2012                                 Jan 1, 2012
Dividend payable of institutional shares                                            3,213,302.88                              3,213,302.88

                          Total                                                     3,213,302.88                              3,213,302.88


Note: The listed dividend payable was generated from previous years but has been unable to reach the relevant creditorswhose details

have not been retained.


     26. Other payables

                                               Jun 30, 2012                                             Jan 1, 2012
          Age
                                    Ending Balance            Percentage (%)              Opening Balance                  Percentage (%)

Within 1 year                                 96,717,517.52            26.87                            80,879,156.75                  23.15
1 to 2 years                                  13,448,724.72             3.74                            13,909,907.32                   3.98
2 to 3 years                                 112,223,963.27            31.18                          115,919,765.06                   33.18

3 years and more                             137,538,164.76            38.21                          138,626,774.20                   39.69



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                                              Jun 30, 2012                                               Jan 1, 2012
         Age
                                  Ending Balance                Percentage (%)             Opening Balance                  Percentage (%)
        Total                             359,928,370.27                 100.00                        349,335,603.33               100.00

Note 1: Among the balance of the period end, there are loans of shareholders holdingover 5% of the Company’ equity (including 5%).

Details refer to “Notes VI. Related party relationship and transactions”

2: Other payables over 3 years are mainly caused by the loan from the shareholders. Details refer to “Notes VI.Related party

relationship and transactions”

27. Non-current liabilities due within one year

    1. Disclose by category
                  Category                                      Jun 30, 2012                                  Jan 1, 2012
Long-term loans due within one year                                             12,000,000.00                               232,000,000.00
                      Total                                                     12,000,000.00                               232,000,000.00


    2. Details related to long-term loans due within one year
                  Category                                      Jun 30, 2012                                  Jan 1, 2012
Pledge loans                                                                                                                220,000,000.00
Mortgage loans                                                                  12,000,000.00                                12,000,000.00
                      Total                                                     12,000,000.00                               232,000,000.00


    28. Long-term borrowings

    1. Long-term borrowings listed by categories

                  Category                                      Jun 30, 2012                                  Jan 1, 2012
Pledge loans                                                                                                                220,000,000.00
Mortgage loans                                                                 203,000,000.00                                93,000,000.00
Less: Long-term loans due within one year                                       12,000,000.00                               232,000,000.00

                      Total                                                    191,000,000.00                                81,000,000.00



    2. Loan details

                  Loan staring
    Lender                        Loan due date      Currency       Interest rate (%)   Jun 30, 2012               Jan 1, 2012
                     date
Chongqing
International         2010-9-29     2012-3-28          RMB         13%                                                      220,000,000.00
Trust Co., Ltd
Bank of China,                                                     10%
Haikou                                                             upward-floating
                      2009-8-2      2009-8-2           RMB                               93,000,000.00                       93,000,000.00
Yeshumen                                                           of benchmark
Branch                                                             interest rate
Construction                                                       10%
Bank of China                                                      upward-floating
                      2012-1-12     2019-1-11          RMB                              110,000,000.00
Mudanjiang                                                         of benchmark
Branch                                                             interest rate
     Total                                                                              203,000,000.00                      313,000,000.00




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                                             Abstract of the Semi-Annual Report 2012 of HaiNan Pearl River Holdings Co., Ltd.




    3. Mortgage loan details

                      Lender                                   Loan amount                              Mortgagor/mortgage
                                                                                              There properties owned by SanyaWanjia
Bank of China, Haikou Yeshumen Branch                                         93,000,000.00
                                                                                              Hotel Management Co., Ltd
                                                                                            There properties owned by ailin Wanjia
Construction Bank of China Mudanjiang
                                                                             110,000,000.00 Snowtown Holiday Hotel Management Co.,
Branch
                                                                                            Ltd.
                       Total                                                 203,000,000.00



    29. Share capital


                                                                                                                             Unit: share
                                                                    Increment or decrement (+,-)

           Items               Jan 1, 2012         issued                                                               Jun 30, 2012
                                                            Bonus        Surplus
                                                    new                                  others          subtotal
                                                            issue       converted
                                                   shares
      1.           Unlisted
                                 1,325,131.00                                                                             1,325,131.00
shares
State owned shares
Other domestic shares            1,325,131.00                                                                             1,325,131.00
Including:Domestic
                                 1,299,500.00                                                                             1,299,500.00
corporate shares
Domestic natural
                                    25,631.00                                                                                25,631.00
person shares
2.Listed shares                425,420,273.00                                                                           425,420,273.00
A shares                       360,445,273.00                                                                           360,445,273.00
B shares                        64,975,000.00                                                                            64,975,000.00

3. Total shares                426,745,404.00                                                                           426,745,404.00



    30. Capital surplus

           Items                     Jan 1, 2012                    Increment                   Decrement               Jun 30, 2012
Capital reserve spill
                                              224,960,139.16                                                            224,960,139.16
price
Others capital
                                              305,491,516.81      87,271,040.00                       35,239,078.41     357,523,478.40
surplus
-Including: Old
capital surplus                               109,300,017.82                                                            109,300,017.82
converted into
-Changes on fair
value of available for                        196,191,498.99      87,271,040.00                       35,239,078.41     248,223,460.58
sales financial assets
           Total                              530,451,655.97      87,271,040.00                       35,239,078.41     582,483,617.56


Note: The closing balance is lower than the opening balance was caused by the fall of fair value of the Southwest Securities(600369)

holding by the company.




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    31.Surplus reserves

                     Items                                          Jun 30, 2012                                   Jan 1, 2012
Statutory surplus reserve                                                       71,852,236.46                                      71,852,236.46

General surplus reserve                                                         37,634,827.93                                      37,634,827.93
                     Total                                                     109,487,064.39                                     109,487,064.39



    32. Undistributed profits

                             Items                                              Amounts                           allocation proportion
Non-adjusted ending balance of the year 2010                                         -693,679,376.16

Adjusted opening balance of the year 2011
Add: Net profit attributed to the owners of the parent
                                                                                      -37,734,798.44
company
Less:Statutory surplus reserve

Random surplus reserve
Common risk provision
Dividend payable of Ordinary shares
Share capital converted from dividend of ordinary
shares
Undistributed profit at the end of period                                            -731,414,174.60


Note: Details of opening balance adjustment refer to ‘Notes II’

    33. Operating income and operating costs

    (1) Operating income

                          Items                                            Jan.–Jun, 2012                             Jan.–Jun, 2011
Main operating business income                                                          106,738,188.00                             143,171,323.23
Other operating business income                                                           1,603,768.20                               1,121,450.50
                          Total                                                         108,341,956.20                             144,292,773.73


    (2) Operating costs

                          Items                                            Jan.–Jun, 2012                             Jan.–Jun, 2011
Main operating business costs                                                           74,091,449.93                              85,952,467.39
Other operating business costs                                                               877,705.99                                  564,858.90
                          Total                                                         74,969,155.92                              86,517,326.29


    (3)      The details of main operating businesses were as follows according to products:

                                                   Jan.–Jun, 2012                                            Jan.–Jun, 2011
          Items               Main operating business               Main operating           Main operating business         Main operating
                                     income                         business costs                  income                   business costs
Real estate sales                         22,880,211.00                 11,265,104.81                 68,096,461.00                31,912,697.53




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                                                 Jan.–Jun, 2012                                             Jan.–Jun, 2011
          Items              Main operating business           Main operating           Main operating business             Main operating
                                    income                     business costs                  income                       business costs
Property management
                                          52,229,168.34               47,199,383.70               47,653,910.37                   42,568,319.24
services
Tourist hotel services                    31,628,808.66               15,626,961.42               27,420,951.86                   11,471,450.62


    (4)      The details of main operating businesses were as follows according to regions:

                                          Jan.–Jun, 2012                                                 Jan.–Jun, 2011
  Location        Main operating      business      Main operating business        Main operating business           Main operating business
                  income                            costs                          income                            costs
Hubei                           23,204,485.40                   11,545,548.88                     68,574,907.40                    32,218,287.12
Heilongjiang                    10,655,348.89                      5,768,063.03                       6,148,280.45                  1,962,735.76
Hainan                          71,616,099.07                   56,766,608.22                     68,392,893.88                    51,771,444.51
Shanghai                         1,262,254.64                        11,229.80                                  0
Beijing                                                                                                 55,241.50
Total                         106,738,188.00                   74,091,449.93                     143,171,323.23                   85,952,467.39


     The income attributable to top five clients amounted to 8,945,296 and accounted for 8.26% of total operating income.


    34. Operating taxes and extras


                                                                                    Jan.–Jun, 2012                    Jan.–Jun, 2011
                                  Items
City construction and maintenance tax                                                          379,196.85                             505,024.71
Education fee                                                                                  162,512.93                             216,439.16
Business tax                                                                                  5,417,097.82                          7,214,638.69
Land value-added tax                                                                          2,557,474.78                          7,987,739.47
Others                                                                                         391,645.17                           1,199,456.18
                                  Total                                                       8,907,927.55                        17,123,298.21



    35. Operating expenses

                   Items                                    Jan.–Jun, 2012                                     Jan.–Jun, 2011

Payroll expense                                                               1,807,759.95                                          240,853.40
Hotel operating expense                                                        710,022.24                                            48,131.28
Consignment commission charge                                                  322,782.00                                          1,538,959.00
Advertising fees                                                               414,620.00                                          1,076,986.47
other selling expenses                                                        1,624,473.92                                          688,663.97
合计                                                                          4,879,658.11                                         3,593,594.12



    36.General and administrative expenses

                   Items                                    Jan.–Jun, 2012                                     Jan.–Jun, 2011

Payroll expense                                                            11,394,069.64                                           7,984,473.37



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                 Items                                  Jan.–Jun, 2012                                   Jan.–Jun, 2011

Depreciation expense                                                  13,526,583.63                                         12,828,475.31

Business entertainment                                                    5,618,596.22                                       4,066,233.01

Taxation expenses                                                         1,382,836.82                                       1,146,025.24

Other expenses                                                        21,078,505.99                                          13,696,228.3

                 Total                                                53,000,592.30                                         39,721,435.23


    37. Financial expenses

                          Items                                      Jan.–Jun, 2012                           Jan.–Jun, 2011
Interest exchange                                                                 30,404,530.84                             30,895,882.28
Less: interest revenue                                                             3,116,505.15                             25,366,137.33
Foreign exchange loss                                                                                                                      
Less: exchange gain                                                                                                                        
Others                                                                             1,778,709.57                                 226,094.41

                          Total                                                   29,066,735.26                              5,755,839.36


    38. Investment income

                                  Items                                          Jan.–Jun, 2012                  Jan.–Jun, 2011
Long-term equity investment income accounted by Costs Method
Long-term equity investment income accounted by Equity Method                               -429,464.28                          -404,815.92
Investment income of disposal Long-term equity investment                                 18,542,755.18

Others
                                  Total                                                   18,113,290.90                          -404,815.92



    39. Impairment Loss of Assets

                         Items                                     Jan.–Jun, 2012                             Jan.–Jun, 2011
Bad debts impairment loss                                                          -9,117,317.73                                  169,332.30

Inventories impairment loss
                         Total                                                     -9,117,317.73                                  169,332.30


    40. Non-operating income
                                     Items                                             Jan.–Jun, 2012              Jan.–Jun, 2011
Gain on disposal of non-current assets                                                             60,773.50                         790.00
Gains on debt restructure
Others                                                                                             12,116.00                     429,596.00
                                     Total                                                         72,889.50                     430,386.00

     41.Non-operating expenses




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                                                                            Jan.–Jun, 2012                            Jan.–Jun, 2011
                           Items

                                                                                                                                         15,200.25
Loss on disposal of fixed assets

                                                                                                110,000.00
Donation

                                                                                                                                         22,327.09
Fine expenditures

                                                                                                  16,353.94                              30,143.18
Others
                           Total                                                                126,353.94                               67,670.52


       42. Income tax

                                                                     Jan.–Jun, 2012                                Jan.–Jun, 2011
                         Items
                                                                                                                                  5,433,288.59
                                                                                     1,777,028.96
Income tax this year

Deferred income tax
                         Total                                                       1,777,028.96                                 5,433,288.59



       43. Earnings per share and diluted earnings per share calculation procedure

Item                                                                  Code                                         Jan.–Jun,
                                                                                          Jan.–Jun, 2012            2011
Net profits that belong to the common shareholders during
                                                                       P0                       -37,734,798.44   -15,041,866.11
the reporting period

Extraordinary profits and losses that belong to the common
                                                                       A                        21,302,845.34     19,971,411.45
shareholders during the reporting period
Net profits that belong to the common shareholders during
the reporting period after taking off the effect of                 P1=P0-A                     -59,037,643.78   -35,013,277.56
extraordinary profits and losses

Total number of shares of opening balance                              S0                      426,745,404.00    426,745,404.00

Incremental shares caused by the transfer of surplus to share
capital or stock dividend distribution during the reporting            S1
period
Incremental shares caused by issuing new shares or
                                                                       Si
    debt-equity conversion

Number of shares increased from the next month until the
                                                                       Mi
end of the reporting period

Number of shares reduced caused by repurchasing during
                                                                       Sj
the reporting period

Number of shares reduced from the next month until the
                                                                       Mj
end of the reporting period

Shrinking number of shares during the reporting period                 Sk


Total months during the reporting period                              M0                           6.00              12.00

                                                                S=S0+S1+Si*Mi/M0
The weighted average of the common stock issued                                               426,745,404.00     426,745,404.00
                                                                  -Sj*Mj/M0-Sk
Earnings per share before taking off extraordinary profits
                                                                    Y1=P0/S                       -0.09              -0.04
                        and losses




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                                                Abstract of the Semi-Annual Report 2012 of HaiNan Pearl River Holdings Co., Ltd.



Item                                                                 Code                                      Jan.–Jun,
                                                                                         Jan.–Jun, 2012         2011
 Earnings per share after taking off extraordinary profits
                                                                    Y2=P1/S                      -0.14           -0.08
                        and losses

The weighted average of the incremental common stocks
                                                                       C
caused by warrants, stock options, and convertible bonds

The effects on the net profits that belong to the common
                                                                      B1
shareholders imposed by dilution issues
The effects on the net profits that belong to the common
shareholders after taking off the impacts of extraordinary            B2
profits and losses imposed by dilution issues
Diluted earnings per share before taking off the effect of
extraordinary profits and losses                               Y3=(P0+B1)/(S+C)                  -0.09           -0.04

  Diluted earnings per share after taking off the effect of
                                                              Y4=(P1+B1+B2)/(S+C)                -0.14           -0.08
             extraordinary profits and losses



    44. Other consolidated income

                                                                           Jan.–Jun, 2012                         Jan.–Jun, 2011
                           Items

Profits and losses generated by available for sale
                                                                                             83,946,040.00                    7,980,000.00

financial assets

Deduce: income tax impacts caused by available for
                                                                                             20,986,510.00                    1,995,000.00

sale financial assets

Pre-recorded in other comprehensive income into net
                                                                                             10,927,568.41

profit or loss
                           Total                                                             52,031,961.59                    5,985,000.00


       45. Information of cash flow statement

       (1) Cash received relating to other operating activities

                                                                                    Jan.–Jun, 2012                  Jan.–Jun, 2011
                                   Items

                                                                                                2,180,088.38
Reserve fund returned from staffs

                                                                                                3,972,486.91                  8,127,655.00
Utility Bills

                                                                                                2,032,070.92                  6,052,453.87
Other monetary exchanges between enterprises

                                                                                                   48,380.88
Interest income

                                                                                                2,880,541.53                  2,957,305.80
Others

                                                                                               11,113,568.62                 17,137,414.67
                                    Total


       (2) Cash paid relating to other operating activities




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                                                              Jan.–Jun, 2012                           Jan.–Jun, 2011
                        Items
  Other monetary exchanges between
                                                                           3,688,582.67                              17,326,696.00
  enterprises
  Business entertainment fees                                              3,278,424.16
  Business travel expenses                                                 1,951,009.89

  Advertising expenses                                                          535,637.11                            1,076,986.47
  Sales agent fee                                                               744,909.50                            1,744,959.00
  Management fees                                                               259,401.90

  Services fees                                                                 747,425.96
  Conference fees                                                               367,481.00
  Mortgage payment                                                              499,708.63

  Audit consultation expenses                                              1,053,295.00                                   809,000.00
  Rent expenses                                                                 742,695.18
  Vehicle expenses                                                         1,245,168.63
  Water and electricity decoration revolving
                                                                           7,664,976.04                               9,355,414.42
  funds
  Other management fees                                                   12,577,270.67                               9,893,717.76

  Staff reserve fund                                                       5,434,841.44
                        Total                                             40,790,827.78                              40,206,773.65


    (3)Cash received relating to other investing activities

                                                                          Jan.–Jun, 2012                      Jan.–Jun, 2011
                                Items
Interest income                                                                        5,200,000.00                        22,360,895.82
The opening cash balance of Shanghai Sea Pearl Property
Management Company
                                Total                                                  5,200,000.00                       22,360,895.82


    (4) Cash paid relating to other financing activities

                                                                          Jan.–Jun, 2011                      Jan.–Jun, 2011
                                Items
Mudanjiang Pearl River Tourism Investment and Development                             1,500,000.00
Group Limited paid for financing collateral charge
Mudanjiang Pearl River Tourism Investment and Development                             2,000,000.00
Group Limited paid for financing consultant charge
Other finance charges                                                                   859,000.00
                                Total                                                 4,359,000.00


    46. Supplementary information of cash flow statement


    (1) Supplementary information

                                         Items                                               Jan.–Jun, 2012        Jan.–Jun, 2011




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                                              Abstract of the Semi-Annual Report 2012 of HaiNan Pearl River Holdings Co., Ltd.



                                              Items                                          Jan.–Jun, 2012           Jan.–Jun, 2011
1.Reconciliation of net profit to cash flows from operating activities:

Net profit                                                                                     -37,081,997.71               -14,063,440.81
Add: Provision for assets impairment                                                            -9,117,317.73                   169,332.60
Depreciation of fixed assets, production biological assets, petroleum and natural gas           14,579,936.17                13,279,022.62
Amortization of intangible assets                                                                    584,381.87                 564,908.92
Amortization of long-term prepayments                                                            1,247,804.01                   821,065.92
Losses on disposal of fixed assets, intangible assets and other long-term assets                     -268,623.60                -35,675.03
Losses on scrapping of fixed assets                                                                              
Losses on fair value change                                                                                      

Financial expenses                                                                              28,834,593.64                 9,531,455.61
Investment losses                                                                              -18,113,290.90                   404,815.92
Decrease in deferred income tax assets                                                                           

Increase in deferred income tax liabilities                                                                      
Decrease in inventories                                                                         10,265,558.68                31,768,792.78
Decrease in operating receivables                                                              -23,659,153.37               -14,399,498.17
Increase in operating payables                                                                  -2,864,315.62               -55,421,349.87
Others                                                                                                           
Net cash flows from operating activities                                                       -35,592,424.56               -27,380,569.51
2.Significant investing and financing activities that non-cash receipts and payments                            
Conversion of debt into capital                                                                                  
Convertible bonds to be expired within one year                                                                  

Fixed assets under finance lease                                                                                 
3.Net increase in cash and cash equivalents                                                                     
Cash at the end of the period                                                                   64,075,389.48                71,686,794.91
Less: Cash at the beginning of the period                                                       52,507,843.73               136,376,851.19
Add: Cash equivalents at the end of the period                                                                   
Less: Cash equivalents at the beginning of the period                                                            

Net increase in cash and cash equivalents                                                       11,567,545.75               -64,690,056.28


     (2) Cash and cash equivalents

                                                                                   Jan.–Jun, 2012                   Jan.–Jun, 2011
                                    Items
1. Cash                                                                                    64,075,389.48                     71,686,794.91
Including: Cash on hand                                                                       535,337.21                        889,579.96
   Bank deposit paid at any time                                                           52,745,777.68                     70,779,219.00
   Other monetary funds paid at any time                                                   10,794,274.59                         17,995.95
2. cash equivalents
3. Cash and cash equivalents at the end of year                                            64,075,389.48                     71,686,794.91




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                                               Abstract of the Semi-Annual Report 2012 of HaiNan Pearl River Holdings Co., Ltd.




VI. Related party relationship and transactions

1.   Parent company and ultimate controller:
                           Registered    Organization        Principal     Relationship with   Registered     Holding     Voting rights
           Name
                            address         code            operating       the Company         capital      proportion    proportion
Beijing Wangfa Real                                         Real estate    The first largest   280 million
Estate    Development        Beijing     60003715-7      development and    shareholder          Yuan         26.36%        26.36%
Holdings Co., Ltd                                           operation


2.   Information about subsidiaries

     Details refer to “Note IV. 1. Subsidiaries established by the Company”

3.   Information about joint venture and affiliate of the Company


     Details refer to ‘Note V.9.Long-term equity investment’

4.   Other related parties

                                                                                     Relationship with
                                        Name                                                                    Organization code
                                                                                      the Company
Mudanjiang Wanjia Hotel Management Co., Ltd.                                       With same controller            692634425

Beijing ZhongjiaYangguang energy technology (group) Co., Ltd.                      With same controller            722611348

BeijingYulongJisheng Real Estate Development Co., Ltd.                             With same controller            72266773-9


5.   Transactions of related parties


     (1)     Internal transactions have already been offset.
     (2)     Fund calling between related parties

     By June 30, 2012, the total amount of loan principal that Beijing Xinxing Real Estate Development corporation has been made

     to the Pearl River Holding has a balance of RMB 120.51 million with RMB 28.72 million of interest payable on balance. The

     total amount of loan principal that the controlling shareholder Beijing Wanfa Real Estate Development Corporation has been

     made to the Pearl River Holding has a balance of RMB 62,025,000.00 Yuan with interest payable on balance of RMB 22.86

     million.

     By By June 30, 2012, the total amount of loan principal that Beijing Xinxing Real Estate Development corporation has been

     made to SanyaWanjia Hotel Management Co., Ltd has a balance of RMB 32,030,000.00 Yuan with RMB 29.28 million of

     interest payable on balance. The total amount of loan principal that Beijing Wanfa Real Estate Development corporation has

     been made to SanyaWanjia Hotel Management Co., Ltd has a balance of RMB 19,700,000.00 Yuan with interest payable on

     balance of RMB 8.97 million.

             For the loans listed between related parties, the total amount of interest expensed carried for this reporting period was

     RMB 7.74 million with interest payable on balance of RMB 89,827,892.88 Yuan. The interest rate for the loans listed above is




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     based on the People’ Bank of China’ benchmark interest rate for one-year loan with currency stated in RMB.


        (3) Balances of related party receivable and payable

   Items                          Company Name                                     Jun 30, 2012                       Jan 1, 2012
Other           Beijing ZhongjiaYangguang energy technology
                (group) Co., Ltd.                                                             648,467.46                           194,226.90
payables:
                Beijing Xinxing Real Estate Development Company                           152,540,447.00                    152,540,447.00
                Beijing Wangfa Real Estate Development Holdings
                                                                                           81,725,000.00                        81,725,000.00
                Co., Ltd
                SanyaWanjia Enterprises Holding Co., Ltd.                                   1,344,997.47                         1,344,997.47
                Beijing YulongJisheng Real Estate Development
                                                                                            1,500,000.00                         1,500,000.00
                Co., Ltd.
Interest        Beijing Wangfa Real Estate Development Holdings
                                                                                           31,834,636.63                        29,223,178.68
payable:        Co., Ltd.
                Beijing Xinxing Real Estate Development Company                            57,993,256.25                        52,860,823.10
Total                                                                                     327,586,804.81                    318,043,675.68




VII. Contingent events

   Other guarantee issues please refer to Note.V.18; Note.V.28.

VIII. Commitments

   Nothing need to disclose.

IX. Non-adjusting events after the balance sheet date

   Nothing need to disclose.

X. Other important events

    Nothing need to disclose.

XI. Notes to significant items of the parent company’ financial statements

    1. Accounts receivable

    (1) Detailed information

                                                     Jun 30, 2012                                           Jan 1, 2012
        Items                                                                 Bad debt                  Proportio                    Bad debt
                                                  Proportion
                                   Balance                     Bad debts        ratio     Balance          n        Bad debts          ratio
                                                      (%)
                                                                                 (%)                       (%)                          (%)
  1 Individual with significant    7,761,707.60     64.77      7,761,707.60   100.00     7,761,707.60    67.99      7,761,707.60     100.00
  amount
  2 Bad debt accounted by
    the combinations
Age Combinations                   2,322,218.27     19.38        533,605.93    22.98     1,755,515.17    15.38        522,111.87      29.74

Combined Subtotal                  2,322,218.27     19.38        533,605.93    22.98     1,755,515.17    15.38        522,111.87      29.74
  3 Other unimportant              1,898,690.60     15.85      1,898,690.60   100.00     1,898,690.60    16.63      1,898,690.60     100.00
  receivables




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Total                                  11,982,616.47                           10,194,004.13                   11,415,913.37                   10,182,510.07



        (2)     Age analysis

                                                      Jun 30, 2012                                                               Jan 1, 2012
              Age                                                              Bad Debts
                                         Amounts                                                               Amounts                         Bad Debts Provision
                                                                               Provision
 Within 1 year                                  1,060,110.85                      21,202.22                               495,407.75                                 9,908.16

  1 to 2 years                                       100,000.00                     5,000.00                              100,000.00                                 5,000.00
  2 to 3 years                                       108,000.00                   10,800.00                               106,000.00                                10,600.00
  3 to 4 year                                        101,500.00                   20,300.00                               101,500.00                                20,300.00

  4 to 5 years
  5 years and more                                   952,607.42                 476,303.71                                952,607.42                             476,303.71
              Total                             2,322,218.27                    533,605.93                            1,755,515.17                               522,111.87


        2. Other receivables

        (1) Detailed information

                                                              Jun 30, 2012                                                            Jan 1, 2012
              Items                                                                                Bad debt                       Proport                             Bad debt
                                                          Proportion
                                    Balance                                  Bad debts              ratio       Balance             ion             Bad debts          ratio
                                                             (%)
                                                                                                     (%)                           (%)                                  (%)
1. Individual with significant
                                    74,978,380.89           16.41            34,477,855.47          45.98       74,978,380.89      16.74            34,477,855.47      45.98
amount
2. Bad debt accounted by the
                                                                                             
combinations

Age Combinations                   222,362,158.41           48.65             4,813,063.97           2.16      264,520,830.81      59.06             8,087,659.72       3.06

In scope of consolidated
                                   155,686,652.29                                                             103,761,317.93      23.17
statements

subtotal                           378,048,810.70           48.65             4,813,063.97           1.27      368,282,148.74      82.22             8,087,659.72       2.20

3. Other unimportant
                                     3,963,362.46           0.87              3,963,362.46          100.00       4,635,625.65      1.03              3,976,807.73      85.79
 receivables

              Total                456,990,554.05          100.00            43,254,281.90                     447,896,155.28                       46,542,322.92




        (2)     Aging analysis

                                                              Jun 30, 2012                                                            Jan 1, 2012

               Age                              Amounts                                                                   Amounts
                                                                                         Bad Debt                                                               Bad Debt
                                                                       Ratio             Provision                                          Ratio               Provision
                                       Amounts                                                                     Amounts
                                                                       (%)                                                                  (%)
Within 1 year                         211,981,730.07                   95.33             4,198,102.30             219,477,402.47            82.98               4,389,548.05
   1 to 2 years                         10,166,939.34                   4.57                      508,346.97       41,829,939.34            15.81               2,091,496.97

  2 to 3 years
  3 to 4 year
  4 to 5 years                                      649.00              0.00                         194.70                     649.00       0.00                     194.70

  5 years and more                            212,840.00                0.10                      106,420.00         3,212,840.00            1.21               1,606,420.00
               Total                  222,362,158.41                   100.00            4,813,063.97             264,520,830.81            100.00              8,087,659.72




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        3. Long-term equity investment

                                                                                                                              Percentage       Percentage
                               Accounting    Initial investment    Beginning            Increase or                           of equity        of vote right   Impairment loss
       Name                    Method        Cost                  Balance              decrease          Ending Balance                                       provision
                                                                                                                              interest(%)    (%)

Hainan Pearl River Property
& Hotel Management Co.,        Cost Method       4,900,000.00         4,900,000.00                           4,900,000.00         98                98
Ltd.
Sanya Wanjia Hotel               Equity
Management Co., Ltd.             Method        120,000,000.00       120,000,000.00                         120,000,000.00        100               100

Sanya Wanjia Enterprises                                               37,552,309.00        -429,464.28       37,122,844.72
Holding Co., Ltd.              Cost Method      40,000,000.00                                                                     40                40

Hubei Pearl River Real
Estate Development Co., Ltd.
                               Cost Method      57,200,000.00        57,200,000.00                          57,200,000.00         88                88



Hainan Pearl River
Enterprises Holding Co.,
                               Cost Method      40,000,000.00        40,000,000.00                          40,000,000.00        100               100          40,000,000.00
Ltd. Shanghai Real Estate
Co.
Beijing Jiubo Culture
                               Cost Method       5,000,000.00         5,000,000.00                           5,000,000.00        100               100
Development Co., Ltd.
Mudanjiang Pearl River
                               Cost Method      60,000,000.00        60,000,000.00                          60,000,000.00        100               100
Hotel Management Co., Ltd.
Hainan Pearl River
                               Cost Method         426,315.00           426,315.00                             426,315.00        1.33              1.33
Guanzhuang Co., Ltd
Hainan Tongsheng Ports Co.,
Ltd                            Cost Method       6,000,000.00         6,000,000.00                           6,000,000.00         15                15           6,000,000.00

Hainan Chamber of
Commerce                       Cost Method         500,000.00           500,000.00                             500,000.00        6.67              6.67            500,000.00

Network Science and
Technology Investment Co.      Cost Method      10,000,000.00        10,000,000.00                          10,000,000.00         10                10          10,000,000.00

Hainan Huadi Pearl River
Foundation Engineering Co.,    Cost Method         160,000.00           160,000.00                             160,000.00          2                2
Ltd.
Guangzhou Pearl River
Investment Management Co.,     Cost Method      18,177,240.29        18,177,240.29                          18,177,240.29        9.48              9.48          7,352,245.39
Ltd
Hainan Nanyang Shipping
                               Cost Method       1,680,000.00         1,680,000.00                           1,680,000.00                                        1,680,000.00
Industrial Company Limited
Hebei zhengshiqinghui Real                          5,100,000.00
Estate Development Co., Ltd.   Cost Method                            5,100,000.00                           5,100,000.00         51                51

            Total                                369,143,555.29       366,695,864.29        -429,464.28      366,266,400.01                                       65,532,245.39




        4. Operating income and operating costs

        (1) Operating income

                               Items                                                   Jan.–Jun, 2012                                  Jan.–Jun, 2011
  Main operating business income
  Other operating business income                                                       579,338.20                                            193,340.00
                               Total                                                    579,338.20                                            193,340.00


        (2) Operating costs

                               Items                                                   Jan.–Jun, 2012                                  Jan.–Jun, 2011
  Main operating business costs
  Other operating business costs                                                        177,796.80                                            26,578.50
                               Total                                                    177,796.80                                            26,578.50




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     5. Investment income 


                                                                                             Jan.–Jun, 2012                  Jan.–Jun, 2011
                                                  Items
Income from cost accounting method investment                                                 92,400,000.00
Income from equity accounting method investment                                                 -429,464.28                      -404,815.92

Income from disposal sellable financial assets                                                18,542,755.18
                                                  Total                                      110,513,290.90                      -404,815.92


      6. Supplementary information of cash flow statement

                                                     Items                                         Jan.–Jun, 2012           Jan.–Jun, 2011

1.Reconciliation of net profit to cash flows from operating activities:


Net profit                                                                                             87,358,126.84             -12,409,027.24


Add: Provision for assets impairment                                                                    -3,276,546.96              -460,057.00


Depreciation of fixed assets, production biological assets, petroleum and natural gas                   1,095,111.06              1,178,325.85


Amortization of intangible assets                                                                          23,831.82                 23,831.82


Amortization of long-term prepayments                                                                                    


Losses on disposal of fixed assets, intangible assets and other long-term assets                                                     12,915.00


Losses on scrapping of fixed assets                                                                                      


Losses on fair value change                                                                                              


Financial expenses                                                                                     16,000,625.80              3,766,307.21


Investment losses                                                                                     -110,513,290.90               404,815.92


Decrease in deferred income tax assets                                                                                   


Increase in deferred income tax liabilities                                                                              


Decrease in inventories                                                                                                  


Decrease in operating receivables                                                                       5,854,963.42              -1,301,214.46


Increase in operating payables                                                                            -487,611.84            11,847,920.68


Others                                                                                                                   


Net cash flows from operating activities                                                                -3,944,790.76             3,063,817.78


2.Significant investing and financing activities that non-cash receipts and payments                                    


Conversion of debt into capital                                                                                          


Convertible bonds to be expired within one year                                                                          




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                                                    Items                                                      Jan.–Jun, 2012         Jan.–Jun, 2011

Fixed assets under finance lease                                                                                                                    ——


3.Net increase in cash and cash equivalents                                                                                       


Cash at the end of the period                                                                                     12,257,715.18            27,066,982.58


Less: Cash at the beginning of the period                                                                            515,955.59            47,697,821.48


Add: Cash equivalents at the end of the period                                                                                     


Less: Cash equivalents at the beginning of the period                                                                              


Net increase in cash and cash equivalents                                                                         11,741,759.59            -20,630,838.90



XII. Supplementary information

1. According to “Information disclosure requirement No.1 for the companies issuing securities publicly – Non-recurring Profit and

Loss [2008]”issued by China Securities Regulatory Commission ([2008] No. 43), the amount of non-recurring profit and loss is as

follows (profit is “+” loss is “-”):

                                                            Items                                                                  Jan.–Jun, 2012
Profit and loss on disposal of non-current assets                                                                                              60,773.50

Fund occupation fee from non-financial enterprises included in the current profit and loss                                                  2,829,976.16

Revenue generated from obtaining subsidiaries, associates and joint venture investment as the
investment cost less than the fair value of identifiable net assets
Gains from disposal of available for sale financial assets excluded effective hedging with operating                                       18,542,755.18

Others non-operating income and expenses excluded as above                                                                                   -114,237.94

Other non-operating income and costs

Income tax impact                                                                                                                              -10080.06

Equity impacts of minority interests                                                                                                           -6,341.50

                                                            Total                                                                          21,302,845.34



      2. Earnings per share

                                                                                                  Earnings per share
                     Profit of this year                                   Basic earnings per share                  Diluted earnings per share
                                                                    Jan.–Jun, 2012       Jan.–Jun, 2011        Jan.–Jun, 2012        Jan.–Jun, 2011
Net profit attributable to common shareholders                                   -0.09                 -0.04                 -0.09                   -0.04

Net profit excluding non-recurring Profit and Loss                               -0.14                 -0.08                 -0.14                   -0.08
attributable to common shareholders

The calculation process of asset yield rate via weighted average manner is as follows:
                                Item                                                     Code                       Jan.–Jun, 2012 Jan.–Jun, 2011
Net profits that belong to the common shareholders                                       P0                         -37,734,798.44 -15,041,866.11
during the reporting period
Extraordinary profits and losses that belong to the                                       A                          21,302,845.34       19,971,411.45
common shareholders during the reporting period



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                                             Abstract of the Semi-Annual Report 2012 of HaiNan Pearl River Holdings Co., Ltd.



                          Item                                                     Code                         Jan.–Jun, 2012 Jan.–Jun, 2011
Net profits that belong to the common shareholders
during the reporting period after taking off the effect of                       P1=P0-A                        -59,037,643.78 -35,013,277.56
extraordinary profits and losses
The opening balance of net assets that belong to the                               E0                           373,004,748.20 497,295,405.44
common shareholders
Increased net assets belonging to common
shareholders that caused by issuing new shares or                                   Ei
debt-equity conversion during the reporting period
Increased net assets from the next month until the end                             Mi
of the reporting period
Decreased net assets belonging to common
shareholders that caused by repurchasing or cash                                    Ej
dividend distribution during the reporting period
Decreased net assets from the next month until the end                             Mj
of the reporting period
Changes of net assets caused by other issues                                       Ek

Changes of other net assets from the next month until                              Mk
the end of the reporting period
Total months of the reporting period                                               M0                                          6               6
The closing balance of net assets that belong to                                   E1                           387,301,911.35 488,238,539.33
  common shareholders
The weighted average net assets that belong to               E2=E0+P0/2+Ei*Mi/M0-Ej*Mj/M0+Ek*Mk/M0 380,153,329.78 492,766,972.39
common shareholders
The weighted average net assets yield rate before                              X1=P0/E2                                  -9.93%            -3.05%
taking off the effect of extraordinary profits and losses
The weighted average net assets yield rate after taking                        X1=P1/E2                                 -15.53%            -7.11%
off the effect of extraordinary profits and losses

  4 Abnormal issues and its related explanations for major accounting statements

       (1) Balance sheet
                                                                        Rate of
Item                          Jun 30, 2012          Jan 1, 2012                          Explanations
                                                                        change
                                                                                     Increased Property services and hotel revenue from
Receivables                      10,524,260.83           7,047,354.39    49.34       subsidiaries
                                                                                     Prepayments         for   the   project   of   snow    town
Prepayments                    152,107,124.73           76,803,784.89    98.05
                                                                                     development
                                                                                     Obtain loans from Chongqing International Trust
Short-term loans               235,000,000.00           45,000,000.00   422.22       Company
Accounts received in                                                                 Property accounts received in advance carried forward
                                  8,979,806.60          19,556,674.90    -54.08
advance                                                                              into revenue
Non-current liabilities                                                              The return of the loans to Chongqing International
                                 12,000,000.00        232,000,000.00     -94.83
due within 1 year                                                                    Trust Company
Long-term loans                191,000,000.00           81,000,000.00   135.80       Subsidiary obtain the loans
Deferred income tax
                                 67,653,941.30          49,347,638.80    37.10       Increase fair value of available for sale financial assets
liability
Minority interests               14,727,426.89          26,674,626.16    -44.79      Subsidiary distribute profit to owners

       (2) Income statement
                                                                                          Rate of
Item                              Jan.–Jun, 2012            Jan.–Jun, 2011                             Explanations
                                                                                          change

Operating taxes and                      8,907,927.55              17,123,298.21          -47.98        Reduced income from property sales




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                                         Abstract of the Semi-Annual Report 2012 of HaiNan Pearl River Holdings Co., Ltd.



                                                                                Rate of
Item                           Jan.–Jun, 2012         Jan.–Jun, 2011                       Explanations
                                                                                change
extras

                                                                                           Increased number of staffs and salary
Sales expenses                        4,879,658.11             3,593,594.12      35.79
                                                                                           level
General and
                                     53,000,592.30           39,721,435.23       33.43     Increased number of subsidiaries
administrative expenses
                                                                                           Decreased amount of interest of debt
Financial expenses                   29,066,735.26             5,755,839.36      405.00
                                                                                           loans
Loss of devaluation of
                                      -9,117,317.73             169,332.30      -5484.28   Decreased the accounts receivable
assets
                                                                                           Disposal of available for sale financial
Investment income                    18,113,290.90              -404,815.92     4574.45    assets
Income tax                            1,777,028.96             5,433,288.59      -67.29    Decreased profit of subsidiary
Other comprehensive                                                                        Increase fair value of available for sale
                                     52,031,961.59             5,985,000.00      769.37
income                                                                                     financial assets
Net cash flows from
                                     -35,592,424.56          -27,380,569.51      -29.99    Reduced income from property sales
operating activities
Net cash flows from
                                     -13,318,493.44          -40,936,801.77      67.47     Decreased cash payment of investment
investing activities
Net cash flows from
                                     60,478,463.75             3,627,315.00     1567.31    Obtain the loans
financing activities


XIII. Approval of the financial statements

The financial statements have been approved by the board of directors of the Company in August 24, 2012.

Based on the Articles of Association, the financial statements would be submitted to General Conference of Shareholders.



                                                                          Hainan Pearl River Holding Company Limited
                                                                                                                 August 24, 2012




Legal representative:                 Accounting Supervisor:                  Chief Accountant:
Signature:                               Signature:                             Signature:                                 Date:
Date:                                  Date:




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