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公司公告

ST珠江B:2012年第三季度报告正文(英文版)2012-10-28  

						Stock Abbr.: ST Pearl River ST Pearl River B                                          Announcement No.: 2012-046
Stock Code: 000505 、 200505


                        HAINAN PEARL RIVER HOLDINGS CO., LTD.

           ABSTRACT OF THE THIRD QUARTERLY REPORT 2012


I. Important Notes

The Board of Directors, the Supervisory Committee, directors, supervisors and other senior management
personnel of Hainan Pearl River Holdings Co., Ltd. (hereinafter referred to as the Company) hereby guarantee that
this report carries no false information, misleading statements or major omissions, and accept, individually and
collectively, the responsibility for the factuality, accuracy and completeness of the information set forth herein.
All directors attended the board session for reviewing this report.
Mr. Zheng Qing, Principal of the Company, Mr. Chen Binglian, Person in charge of accounting work and Mr.
Yang Daoliang, Person in charge of accounting organ (Financial Manager) hereby confirmed that the Financial
Report enclosed in the third quarterly report is true and complete.

II. Company Profile

(I)Major accounting data and financial indexes

Any retrospective adjustment in previous financial statements?
□ Yes √ No □ Inapplicable
                                        30 Sept. 2012                       31 Dec. 2011                   Increase/decrease (%)
Total assets (RMB Yuan)                       1,515,375,323.90                  1,311,949,739.44                              15.51%
Owners’ equity attributable to
shareholders of the Company                     304,833,015.75                       373,004,748.20                           -18.28%
(RMB Yuan)
Share capital (Share)                           426,745,404.00                       426,745,404.00                                0%
Net      assets    per    share
attributable to shareholders of
                                                                 0.71                          0.87                           -18.39%
the       Company        (RMB
Yuan/share)
                                                             YoY increase/decrease                              YoY increase/decrease
                                   Jul.-Sept. 2012                                       Jan.-Sept. 2012
                                                                     (%)                                                (%)
Gross operating         revenues
                                        41,396,363.51                       11.84%           149,738,319.71                   -17.41%
(RMB Yuan)
Net profit attributable to
shareholders of the Company            -41,048,615.60                     -124.43%           -78,783,414.04                  -136.36%
(RMB Yuan)
Net cash flow from operating
                             --                             --                               -70,155,511.08                   -47.21%
activities (RMB Yuan)
Net cash flow per share from
operating activities (RMB    --                             --                                          -0.16                 -45.45%
Yuan/share)
Basic EPS (RMB Yuan/share)                           -0.1                   -150%                       -0.18                  -125%
Diluted     EPS           (RMB
                                                     -0.1                   -150%                       -0.18                  -125%
Yuan/share)
Weighted average ROE (%)                      -11.86%                       -7.91%                    -23.25%                 -16.13%




                                                                                                                                        1
Weighted average ROE after
deducting non-recurring gains                     -11.98%                     -5.72%       -29.65%       -15.97%
and losses (%)
Items of non-recurring gains and losses
√Applicable □Inapplicable
                                                                      Amount during
                             Item                                  Jan.-Sept. 2012 (RMB          Notes
                                                                           Yuan)
Gains and losses on disposal of non-current assets                           141,821.50
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’s unified standards
Capital occupation fees received from non-financial
                                                                           3,177,103.41
enterprises that are included in current gains and losses
Gains generated when the investment costs of the
Company’s 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
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’s 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
                                                                             -110,231.11
items above




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 Other gain and loss items that meet the definition of
 non-recurring gains and losses
 Minority interests effects                                                    -12,018.97
 Income tax effects                                                            -33,764.85


 Total                                                                      21,705,665.16                         --
 “Other gain and loss items that meet the definition of non-recurring gains and losses” & non-recurring gain and
 loss items recognized as recurring gain and loss items according to the natures and characteristics of the
 Company’s normal business
                                       Involved amount (RMB
                 Item                                                                              Notes
                                               Yuan)




 (II)Total number of shareholders and top 10 shareholders at the period-end

 Total number of shareholders                                                                                                     42,262
                              Particulars about shares held by the top ten shareholders holding tradable shares
                                       Number of tradable shares held                       Type and number of shares
         Name of shareholder
                                              at period-end                          Type                              Number
 Beijing Wanfa Real           Estate
                                                         112,479,478 RMB ordinary shares                                     112,479,478
 Development Co., Ltd.
 Chen Yunxuan                                               2,171,922 RMB ordinary shares                                       2,171,922
 Fu Biao                                                    2,142,951 RMB ordinary shares                                       2,142,951
                                                                        Domestically listed foreign
 Xiao Gengning                                              2,021,653                                                           2,021,653
                                                                        shares
                                                                        Domestically listed foreign
 Zhang Xiaoxia                                              1,949,250                                                           1,949,250
                                                                        shares
 Ou Lei                                                     1,500,000 RMB ordinary shares                                       1,500,000
 Nanhua Finance Co., Ltd.                                   1,299,500 RMB ordinary shares                                       1,299,500
 Zeng Ping                                                  1,280,000 RMB ordinary shares                                       1,280,000
 Zhang Huisheng                                             1,209,968 RMB ordinary shares                                       1,209,968
 Huang Yueling                                              1,174,900 RMB ordinary shares                                       1,174,900
                                       Among shareholders above, there exists no related-party relationship between the
                                       principal shareholder and other shareholders of the Company. Nor they are parties with
                                       concerted action as prescribed in the Information Disclosure Administrative Methods for
 Particulars about shareholders
                                       Changes in Shareholding of Shareholders of Listed Companies. And it is unknown
                                       whether there exists related-party relationship among other shareholders and whether
                                       they are prescribed parties with concerted action.


 III. Significant Events

 (I)Significant changes in major accounting data, financial highlights and reasons for these
 changes

 √Applicable □Inapplicable
 Significant changes in major accounting data, financial highlights and reasons for these changes
                                                                                   Increase/decrease
         Items                  30 Sept. 2012                31 Dec. 2011                (%)                   Main reasons for change
Monetary funds                         150,341,686.11            52,507,843.73                186.32%      Increase of cash from borrowings




                                                                                                                                            3
                                                                                         Property service and hotel
Accounts receivable            11,853,741.98          7,047,354.39             68.20%    incomes of subsidiaries increased.
                                                                                         Increase of prepayments for the
                                                                                         construction of the Snow Village
Prepayments                   148,212,551.27        76,803,784.89              92.98%    project
                                                                                         The financing consulting fee paid
Long-term deferred                                                                       to Chongqing International Trust
expenses                       29,404,970.27        10,069,867.95            192.01%     Co., Ltd.
                                                                                         The Company secured a one-year
Short-term                                                                               borrowing      from     Chongqing
borrowings                    210,000,000.00        45,000,000.00            366.67%     International Trust Co., Ltd.
Taxes and fares
payable                         1,057,814.19          3,581,099.43            -70.46%    Payment of taxes and fares
Non-current                                                                              The borrowing from Chongqing
liabilities due within                                                                   International Trust Co., Ltd. was
one year                       12,500,000.00       232,000,000.00             -94.61%    paid off.
                                                                                         The Company secured a two-year
                                                                                         borrowing      from     Chongqing
                                                                                         International Trust Co., Ltd. and a
                                                                                         long-term borrowing from the
Long-term                                                                                Mudan River branch of China
borrowings                    352,500,000.00        81,000,000.00            335.19%     Construction Bank.
                                                                                         Bonuses of the subsidiary Hubei
                                                                                         Hubei Pearl River Real Estate
Minority interests             13,890,223.35        26,674,626.16             -47.93%    Development Co., Ltd.
                                                                     Increase/decrease
        Items            Jan.-Sept. 2012        Jan.-Sept. 2011            (%)               Main reasons for change
Business taxes and                                                                       Decrease of real estate sales
surtaxes                       11,301,987.61        19,919,004.71             -43.26%    income
                                                                                         Increase of the sales staff and the
Selling expenses                6,705,935.94          4,402,530.39             52.32%    salaries for them
                                                                                         The consolidation scope expanded
Administrative                                                                           and the labor and amortization
expenses                       78,446,279.78        57,713,451.85              35.92%    costs increased.
                                                                                         Increase of borrowings         and
Financial expenses             47,616,949.88        29,180,612.10              63.18%    decrease of interest income
                                                                                         Some accounts receivable were
Asset impairment                                                                         settled, which reversed the
loss                            -8,082,061.18         1,841,485.18           -538.89%    relevant bad-debt provisions.
                                                                                         Profit decrease of the subsidiary
                                                                                         Hubei Pearl River Real Estate
Income tax expenses             1,872,560.35          6,016,502.51            -68.88%    Development Co., Ltd.
                                                                                         Fair value changes and some
Other                                                                                    disposal of available-for-sale
comprehensive                                                                            financial assets (shares of
income                         10,611,681.59        -25,186,875.00           142.13%     Southwest Securities)
Net cash flows from                                                                      Decrease of real estate sales
operating activities          -70,155,511.08        -47,655,272.57            -47.21%    income
Net cash flows from                                                                      Increase of cash paid to acquire
investing activities          -64,689,197.79        -21,309,942.92           -203.56%    fixed assets
Net cash flows from
financing activities          232,678,551.25        -16,797,909.82          1485.16%     Increase of cash from borrowings




                                                                                                                         4
(II)Progress of significant events and its influence, as well as the analysis and explanation on
solutions

1. About non-standard audit opinion

□Applicable √Inapplicable

2. The Company offers capital to the controlling shareholder or its related parties or provides
external guarantees in violation of the prescribed procedures.

□Applicable √Inapplicable

3. Signing and execution of significant contracts concerning routine operation

√Applicable □Inapplicable
The Company signed the Loan Contract (Contract No.: CQXT[DK] Zi No. 2012342), Mortgage Guarantee
Contract (Contract No.: CQXT [DY] Zi No. 2012343), Natural Person Guarantee Contract (Contract No.: CQXT
[BZ] Zi No. 2012345) and Financial Adviser Agreement (Contract No.: CQXT [DK] Zi No. 2012346) with
Chongqing International Trust Co., Ltd. (hereinafter referred to as “Chongqing Trust”), the Company borrowed
RMB 250 million from Chongqing International Trust Co., Ltd. with a period of two years, paying the interest and
relevant financial costs at an annual rate of 16.07%. The loan was offered twice, RMB 168 million was offered for
the first time, and the remained RMB 82 million was offered according to the needs of the Company after the
application of the borrower and with the approval of Chongqing Trust. The Company provided the second priority
mortgage guarantee with its three villas located at No. 13 Heng Road West, Haipo Development Zone, Sanya Bay
Road, Sanya, Hainan, which is such property ownership of a construction area of 1513.11 ㎡ and the relevant
distributed land use right of an area of 25646.19 ㎡; the Company’s wholly-owned subsidiary— Sanya Wanjia
Hotel Management Co., Ltd. provided the second priority mortgage guarantee with its legally owned Days Hotel
& Suites Sanya Resort located at No. 13 Heng Road West, Haipo Development Zone, Sanya Bay Road, Sanya,
Hainan, which is such property ownership of a construction area of 25646.19 ㎡ and the relevant distributed land
use right of an area of 30780.07 ㎡; and the legal representative of the Company provided the joint liability
guarantee to Chongqing Trust for performing its repayment obligations; the loan will be used for the fine
decoration of the main building of Days Hotel & Suites Sanya Resort and three villas as well as paying the loan of
Sanya Wanjia Hotel Management Co., Ltd. due to Haikou Yeshumen Subbranch of Bank of China.
For details, please refer to public notice published on China Securities Journal, Ta Kung Pao and
http://www.cninfo.com.cn/ dated on 28 Sept. 2012.

4. Others

□Applicable √Inapplicable

(III)Commitments of the Company or shareholders with an over 5% shareholding made in or carried
down into the reporting period

□Applicable √Inapplicable

(IV)Predict the 2012 annual operating results

Warnings of possible loss or large-margin change of the accumulated net profit made during the period from the
beginning of the year to the end of the next reporting period compared with the same period of the last year
according to prediction, as well as explanations on the reasons
□Applicable √Inapplicable




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(V)Other significant events that need to be explained

1. Securities investment

□Applicable √Inapplicable

2. Investments in derivatives

□Applicable √Inapplicable

3. Derivative investments held at the period-end

□Applicable √Inapplicable

4. Researches, visits and interviews received in the reporting period

□Applicable √Inapplicable

5. Corporate bonds issued

Any corporate bonds issued?
□ Yes √ No




                                                Chairman of the Board of Directors: Zheng Qing
                                                      HaiNan Pearl River Holdings Co., Ltd.
                                                               29 October 2012




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