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公司公告

ST珠江B:2012年第三季度报告全文(英文版)2012-10-28  

						                              HAINAN PEARL RIVER HOLDINGS CO., LTD.

                                  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%
      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


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      √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
      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



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      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
                                                                                                              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




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                                                                                              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


      (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




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      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

      (V)Other significant events that need to be explained

      1. Securities investment

      □Applicable √Inapplicable




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      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


      IV. Appendix

      (I) Financial statements

      Consolidated statements or not?
      √ Yes □ No □ Inapplicable
      The currency unit for data of the financial statements below is RMB Yuan unless otherwise specified.

      1. Consolidated balance sheet

      Prepared by Hainan Pearl River Holdings Co., Ltd.
                                                                                                                Unit: RMB Yuan
                           Item                           Balance as at 30 Sept. 2012         Balance as at 30 Jun. 2012
      Current Assets:
        Monetary funds                                                       150,341,686.11                       52,507,843.73
        Settlement reserves
        Intra-group lendings
        Transactional financial assets
        Notes receivable
        Accounts receivable                                                   11,853,741.98                        7,047,354.39
        Accounts paid in advance                                             148,212,551.27                       76,803,784.89
        Premiums receivable
        Reinsurance premiums receivable
        Receivable reinsurance contract reserves
        Interest receivable
        Dividend receivable                                                      260,015.00                          260,015.00
        Other accounts receivable                                            302,946,150.24                     305,101,592.12




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        Financial assets       purchased      under
      agreements to resell
        Inventories                                    108,978,036.82     118,087,721.51
        Non-current assets due within 1 year
        Other current assets
      Total current assets                             722,592,181.42     559,808,311.64
      Non-current assets:
        Loans by mandate and advances granted
        Available-for-sale financial assets            299,669,450.00     286,947,500.00
        Held-to-maturity investments
        Long-term accounts receivable
        Long-term equity investment                     51,173,377.92      51,861,567.21
        Investing property                              25,600,391.86      26,736,246.75
        Fixed assets                                   335,782,442.25     325,412,316.44
        Construction in progress                        18,664,560.79      17,949,172.88
        Engineering materials                              606,206.60         606,206.60
        Disposal of fixed assets
        Production biological assets
        Oil-gas assets
        Intangible assets                               31,881,742.79      32,558,549.97
        R&D expense
        Goodwill
        Long-term deferred expenses                     29,404,970.27      10,069,867.95
        Deferred income tax assets
        Other non-current assets
      Total of non-current assets                      792,783,142.48     752,141,427.80
      Total assets                                    1,515,375,323.90   1,311,949,739.44
      Current liabilities:
        Short-term borrowings                          210,000,000.00      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                                18,660,508.46      22,624,982.35
        Accounts received in advance                    17,413,826.34      19,556,674.90
        Financial assets sold for repurchase
        Handling charges and commissions
      payable
        Employee’s compensation payable                 7,028,370.24       6,909,929.01
        Tax payable                                      1,057,814.19       3,581,099.43
        Interest payable                               104,881,965.71      99,701,134.38
        Dividend payable                                 3,213,302.88       3,213,302.88
        Other accounts payable                         415,549,115.68     349,335,603.33
        Reinsurance premiums payable
        Insurance contract reserves




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        Payables for acting trading of securities
        Payables for acting underwriting of
      securities
        Non-current liabilities due within 1 year                             12,500,000.00                         232,000,000.00
        Other current liabilities
      Total current liabilities                                              790,304,903.50                         781,922,726.28
      Non-current liabilities:
        Long-term borrowings                                                 352,500,000.00                           81,000,000.00
        Bonds payable
        Long-term payables
        Specific payables
        Estimated liabilities
        Deferred income tax liabilities                                       53,847,181.30                           49,347,638.80
        Other non-current liabilities
      Total non-current liabilities                                          406,347,181.30                         130,347,638.80
      Total liabilities                                                    1,196,652,084.80                         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                                                     541,063,337.56                         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                                                    -772,462,790.20                         -693,679,376.16
        Foreign exchange difference
      Total equity attributable to owners of the
                                                                             304,833,015.75                         373,004,748.20
      Company
      Minority interests                                                      13,890,223.35                           26,674,626.16
      Total owners’ (or shareholders’) equity                              318,723,239.10                         399,679,374.36
      Total liabilities and           owners’    (or
                                                                           1,515,375,323.90                        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

      2. Balance sheet of the Company

      Prepared by Hainan Pearl River Holdings Co., Ltd.
                                                                                                                    Unit: RMB Yuan
                           Item                           Balance as at 30 Sept. 2012             Balance as at 30 Jun. 2012
      Current Assets:
        Monetary funds                                                         3,491,391.61                              515,955.59
        Transactional financial assets
        Notes receivable
        Accounts receivable                                                    2,153,602.37                            1,233,403.30
        Accounts paid in advance                                              50,565,000.00                           50,000,000.00
        Interest receivable
        Dividend receivable                                                      260,015.00                              260,015.00




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        Other accounts receivable                    606,005,552.02     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                           667,299,596.45     458,187,241.70
      Non-current assets:
        Available-for-sale financial assets          299,669,450.00     286,947,500.00
        Held-to-maturity investments
        Long-term accounts receivable
        Long-term equity investment                  300,475,429.61     301,163,618.90
        Investing property                             7,669,023.08       7,895,850.53
        Fixed assets                                  17,797,011.93      19,120,348.43
        Construction in progress
        Engineering materials
        Disposal of fixed assets
        Production biological assets
        Oil-gas assets
        Intangible assets                              1,564,956.51       1,600,704.24
        R&D expense
        Goodwill
        Long-term deferred expenses                   18,000,000.00
        Deferred income tax assets
        Other non-current assets
      Total of non-current assets                    645,175,871.13     616,728,022.10
      Total assets                                  1,312,475,467.58   1,074,915,263.80
      Current liabilities:
        Short-term borrowings                        210,000,000.00
        Transactional financial liabilities
        Notes payable
        Accounts payable                               2,482,949.70       2,482,949.70
        Accounts received in advance                     118,800.00          59,400.00
        Employee’s compensation payable                 387,757.72         537,236.72
        Tax payable                                    -1,836,740.00      -2,478,194.48
        Interest payable                              72,417,401.58      69,588,108.07
        Dividend payable                               3,213,302.88       3,213,302.88
        Other accounts payable                       339,589,450.38     347,896,763.31
        Non-current liabilities due within 1 year                       220,000,000.00
        Other current liabilities
      Total current liabilities                      626,372,922.26     641,299,566.20
      Non-current liabilities:
        Long-term borrowings                         168,000,000.00               0.00
        Bonds payable
        Long-term payables
        Specific payables
        Estimated liabilities
        Deferred income tax liabilities               52,795,167.50      48,295,625.00




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        Other non-current liabilities
      Total non-current liabilities                                    220,795,167.50                          48,295,625.00
      Total liabilities                                                847,168,089.76                         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                                               544,079,677.10                         533,467,995.51
        Less: Treasury stock
        Specific reserves
        Surplus reserves                                               109,487,064.39                         109,487,064.39
        Provisions for general risks
        Retained profits                                              -615,004,767.67                        -684,380,391.30
        Foreign exchange difference
      Total owners’ (or shareholders’) equity                        465,307,377.82                         385,320,072.60
      Total liabilities and           owners’    (or
                                                                     1,312,475,467.58                       1,074,915,263.80
      shareholders’) equity


      Legal representative: Zheng Qing                                Person-in-charge of the accounting work: Chen Binglian
      Chief of the accounting division: Yang Daoliang

      3. Consolidated income statement for the reporting period

      Prepared by Hainan Pearl River Holdings Co., Ltd.
                                                                                                              Unit: RMB Yuan
                            Item                          Jul.-Sept. 2012                        Jul.-Sept. 2011
      I. Total operating revenues                                       41,396,363.51                          37,014,691.21
      Including: Sales income                                           41,396,363.51                          37,014,691.21
               Interest income
               Premium income
               Handling charge and commission
      income
      II. Total operating cost                                          83,012,981.08                          76,229,393.26
      Including: Cost of sales                                          33,761,484.54                          29,535,808.25
               Interest expenses
             Handling charge and commission
      expenses
               Surrenders
               Net claims paid
             Net amount withdrawn for the
      insurance contract reserve
               Expenditure on policy dividends
               Reinsurance premium
               Taxes and associate charges                                  2,394,060.06                           2,795,706.50
             Selling and distribution expenses                              1,826,277.83                            808,936.27
             Administrative expenses                                    25,445,687.48                          17,992,016.62
             Financial expenses                                         18,550,214.62                          23,424,772.74
             Asset impairment loss                                          1,035,256.55                           1,672,152.88
      Add: Gain/(loss) from change in fair value
      (“-” means loss)
               Gain/(loss) from investment (“-”                           -258,725.01                        20,708,753.71




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      means loss)
             Including: share of profits in
                                                                                  -258,725.01
      associates and joint ventures
                Foreign exchange gains (“-” means
      loss)
      III. Business profit (“-” means loss)                                 -41,875,342.58                              -18,505,948.34
              Add: non-operating income                                             98,938.84                                     2,666.37
              Less: non-operating expense                                           13,884.01                                        53.51
                Including: loss from non-current
                                                                                                                                    478.96
      asset disposal
      IV. Total profit (“-” means loss)                                     -41,790,287.75                              -18,503,335.48
              Less: Income tax expense                                              95,531.39                                   583,213.92
      V. Net profit (“-” means loss)                                        -41,885,819.14                              -19,086,549.40
          Including: Net profit achieved by
      combined parties before the combinations
         Attributable        to    owners       of   the
                                                                              -41,048,615.60                              -18,290,101.17
      Company
              Minority shareholders’ income                                      -837,203.54                                  -796,448.23
      VI. Earnings per share                                           --                                          --
              (I) Basic earnings per share                                                -0.1                                        -0.04
              (II) Diluted earnings per share                                             -0.1                                        -0.04
      VII. Other comprehensive incomes                                        -41,420,280.00                              -31,171,875.00
      VIII. Total comprehensive incomes                                       -83,306,099.14                              -50,258,424.40
         Attributable        to    owners       of   the
                                                                              -82,468,895.60                              -49,461,976.17
      Company
              Attributable to minority shareholders                               -837,203.54                                  -796,448.23
      Where business mergers under the same control occurred in this reporting 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 for the reporting period

      Prepared by Hainan Pearl River Holdings Co., Ltd.
                                                                                                                          Unit: RMB Yuan
                            Item                                Jul.-Sept. 2012                             Jul.-Sept. 2011
      I. Total sales                                                               288,669.10                                   126,370.00
        Less: cost of sales                                                         88,898.40                                    13,289.25
                Business taxes and surcharges                                       16,165.47                                     7,076.73
                Distribution expenses                                                1,701.00
                Administrative expenses                                           5,654,351.12                                3,333,366.15
                Financial costs                                                11,264,799.65                               22,116,809.72
                Impairment loss                                                    983,003.54                                 2,287,292.43
        Add: gain/(loss) from change in fair
      value (“-” means loss)
             Gain/(loss) from investment (“-”
                                                                                  -258,725.01                              20,708,753.71
      means loss)
             Including: income form investment
      on associates and joint ventures
      II. Business profit (“-” means loss)                                  -17,978,975.09                                  -6,922,710.57



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        Add: non-business income
        Less: non-business expense                                             3,528.12                                   51.43
              Including: loss from non-current
      asset disposal
      III. Total profit (“-” means loss)                             -17,982,503.21                              -6,922,762.00
        Less: income tax expense
      IV. Net profit (“-” means loss)                                -17,982,503.21                              -6,922,762.00
      V. Earnings per share                                     --                                     --
        (I) Basic earnings per share
        (II) Diluted earnings per share
      VI. Other comprehensive income                                   -41,420,280.00                         -31,171,875.00
      VII. Total comprehensive income                                  -59,402,783.21                         -38,094,637.00


      Legal representative: Zheng Qing                                Person-in-charge of the accounting work: Chen Binglian
      Chief of the accounting division: Yang Daoliang

      5. Consolidated income statement from 1 Jan. 2012 to 30 Sept. 2012

      Prepared by Hainan Pearl River Holdings Co., Ltd.
                                                                                                              Unit: RMB Yuan
                            Item                          Jan.-Sept. 2012                        Jan.-Sept. 2011
      I. Total operating revenues                                      149,738,319.71                         181,307,464.94
        Including: Sales income                                        149,738,319.71                         181,307,464.94
               Interest income
               Premium income
               Handling charge and commission
      income
      II. Total operating cost                                         244,719,732.49                         229,110,218.77
        Including: Cost of sales                                       108,730,640.46                         116,053,134.54
               Interest expenses
             Handling charge and commission
      expenses
               Surrenders
               Net claims paid
             Net amount withdrawn for the
      insurance contract reserve
               Expenditure on policy dividends
               Reinsurance premium
               Taxes and associate charges                              11,301,987.61                          19,919,004.71
             Selling and distribution expenses                              6,705,935.94                           4,402,530.39
             Administrative expenses                                    78,446,279.78                          57,713,451.85
             Financial expenses                                         47,616,949.88                          29,180,612.10
             Asset impairment loss                                       -8,082,061.18                             1,841,485.18
        Add: Gain/(loss) from change in fair
      value (“-” means loss)
             Gain/(loss) from investment (“-”
                                                                        17,854,565.89                          20,303,937.79
      means loss)
             Including: share of profits in
                                                                            -688,189.29                             -685,167.99
      associates and joint ventures
               Foreign exchange gains (“-” means



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      loss)
      III. Business profit (“-” means loss)                              -77,126,846.89                            -27,498,816.04
        Add: non-operating income                                               171,828.34                                433,052.37
        Less: non-operating expense                                             140,237.95                                 67,724.03
              Including: loss from non-current
                                                                                                                           15,679.21
      asset disposal
      IV. Total profit (“-” means loss)                                  -77,095,256.50                            -27,133,487.70
        Less: Income tax expense                                               1,872,560.35                              6,016,502.51
      V. Net profit (“-” means loss)                                     -78,967,816.85                            -33,149,990.21
        Including: Net profit achieved by
      combined parties before the combinations
        Attributable to owners of the Company                              -78,783,414.04                            -33,331,967.28
        Minority shareholders’ income                                         -184,402.81                                181,977.07
      VI. Earnings per share                                        --                                        --
              (I) Basic earnings per share                                            -0.18                                     -0.08
              (II) Diluted earnings per share                                         -0.18                                     -0.08
      VII. Other comprehensive incomes                                      10,611,681.59                            -25,186,875.00
      VIII. Total comprehensive incomes                                    -68,356,135.26                            -58,336,865.21
         Attributable        to    owners       of   the
                                                                           -68,171,732.45                            -58,518,842.28
      Company
              Attributable to minority shareholders                            -184,402.81                                181,977.07
      Where business mergers under the same control occurred from 1 Jan. 2012 to 30 Sept. 2012, 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

      6. Income statement of the Company from 1 Jan. 2012 to 30 Sept. 2012

      Prepared by Hainan Pearl River Holdings Co., Ltd.
                                                                                                                    Unit: RMB Yuan
                            Item                             Jan.-Sept. 2012                           Jan.-Sept. 2011
      I. Total sales                                                            868,007.30                                319,710.00
        Less: cost of sales                                                     266,695.20                                 39,867.75
                Business taxes and surcharges                                    48,496.41                                 53,627.58
                Distribution expenses                                             2,968.00                                 15,000.00
                Administrative expenses                                    16,416,375.91                              12,114,180.85
                Financial costs                                            27,302,414.28                              25,882,894.77
                Impairment loss                                             -2,293,543.42                                1,827,235.43
        Add: gain/(loss) from change in fair
      value (“-” means loss)
             Gain/(loss) from investment (“-”
                                                                          110,254,565.89                              20,303,937.79
      means loss)
             Including: income form investment
                                                                               -688,189.29                               -685,167.99
      on associates and joint ventures
      II. Business profit (“-” means loss)                               69,379,166.81                             -19,309,158.59
        Add: non-business income
        Less: non-business expense                                                3,543.18                                 22,630.65
              Including: loss from non-current
                                                                                                                           12,915.00
      asset disposal




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      III. Total profit (“-” means loss)                              69,375,623.63                         -19,331,789.24
        Less: income tax expense
      IV. Net profit (“-” means loss)                                 69,375,623.63                         -19,331,789.24
      V. Earnings per share                                     --                                     --
        (I) Basic earnings per share
        (II) Diluted earnings per share
      VI. Other comprehensive income                                    10,611,681.59                         -25,186,875.00
      VII. Total comprehensive income                                   79,987,305.22                         -44,518,664.24


      Legal representative: Zheng Qing                                Person-in-charge of the accounting work: Chen Binglian
      Chief of the accounting division: Yang Daoliang

      7. Consolidated cash flow statement from 1 Jan. 2012 to 30 Sept. 2012

      Prepared by Hainan Pearl River Holdings Co., Ltd.
                                                                                                              Unit: RMB Yuan
                          Item                            Jan.-Sept. 2012                        Jan.-Sept. 2011
      I. Cash flows from operating activities:
        Cash received from sale of commodities
                                                                       134,531,557.50                         153,174,156.59
      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
        Net increase of intra-group borrowings
        Net increase of funds in repurchase
      business
        Tax refunds received
        Other cash received relating to operating
                                                                        18,020,154.87                          14,429,673.44
      activities
      Subtotal of cash inflows from operating
                                                                       152,551,712.37                         167,603,830.03
      activities
        Cash paid for goods and services                                51,505,073.86                          50,084,935.44
        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




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      charges and commissions
        Cash for paying policy dividends
        Cash paid to and for employees                  78,753,886.41    62,526,491.45
        Various taxes paid                              18,782,038.75    53,343,972.19
        Other cash payment relating to operating
                                                        73,666,224.43    49,303,703.52
      activities
      Subtotal of cash outflows from operating
                                                       222,707,223.45   215,259,102.60
      activities
      Net cash flows from operating activities         -70,155,511.08   -47,655,272.57
      II. Cash flows from investing activities:
        Cash received from withdrawal of
                                                        44,400,000.00   284,700,000.00
      investments
        Cash received        from     return      on
      investments
        Net cash received from disposal of fixed
      assets, intangible assets and other               21,515,827.27      164,708.50
      long-term assets
        Net cash received from disposal of
      subsidiaries or other business units
        Other cash received relating to investing
                                                         8,718,575.65    36,611,451.04
      activities
      Subtotal of cash inflows from investing
                                                        74,634,402.92   321,476,159.54
      activities
         Cash paid to acquire fixed assets,
                                                        84,323,600.71    20,226,102.46
      intangible assets and other long-term assets
        Cash paid for investment                        55,000,000.00   322,560,000.00
        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 investing
                                                       139,323,600.71   342,786,102.46
      activities
      Net cash flows from investing activities         -64,689,197.79   -21,309,942.92
      III. Cash Flows from Financing Activities:
        Cash received from capital contributions                          4,900,000.00
        Including: Cash received from minority
                                                                          4,900,000.00
      shareholder investments by subsidiaries
        Cash received from borrowings                  602,400,000.00    40,216,000.00
        Cash received from issuance of bonds
        Other cash received relating to financing
                                                                              9,298.18
      activities
      Subtotal of cash inflows from financing
                                                       602,400,000.00    45,125,298.18
      activities
        Repayment of borrowings                        303,900,000.00    25,890,930.00
         Cash paid for interest expenses and
                                                        40,662,348.75    36,032,278.00
      distribution of dividends or profit
        Including: dividends or profit paid by
      subsidiaries to minority shareholders
         Other cash payments         relating     to
                                                        25,159,100.00
      financing activities
      Sub-total of cash outflows from financing
                                                       369,721,448.75    61,923,208.00
      activities



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      Net cash flows from financing activities                         232,678,551.25                         -16,797,909.82
      IV. Effect of foreign exchange rate
      changes on cash and cash equivalents
      V. Net increase in cash and cash
                                                                        97,833,842.38                         -85,763,125.31
      equivalents
        Add: Opening balance of cash and cash
                                                                        52,507,843.73                         136,376,851.19
      equivalents
      VI. Closing balance of cash and cash
                                                                       150,341,686.11                          50,613,725.88
      equivalents


      Legal representative: Zheng Qing                                Person-in-charge of the accounting work: Chen Binglian
      Chief of the accounting division: Yang Daoliang

      8. Cash flow statement of the Company from 1 Jan. 2012 to 30 Sept. 2012

      Prepared by Hainan Pearl River Holdings Co., Ltd.
                                                                                                              Unit: RMB Yuan
                          Item                            Jan.-Sept. 2012                        Jan.-Sept. 2011
      I. Cash flows from operating activities:
        Cash received from sale of commodities
                                                                                   0.00                             707,165.00
      and rendering of service
        Tax refunds received
        Other cash received relating to operating
                                                                            6,676,569.64                           4,002,780.17
      activities
      Subtotal of cash inflows from operating
                                                                            6,676,569.64                           4,709,945.17
      activities
        Cash paid for goods and services
        Cash paid to and for employees                                      3,690,573.44                           3,359,426.94
        Various taxes paid                                                   394,820.10                            1,596,881.85
        Other cash payment relating to operating
                                                                       113,562,093.74                          11,157,540.09
      activities
      Subtotal of cash outflows from operating
                                                                       117,647,487.28                          16,113,848.88
      activities
      Net cash flows from operating activities                        -110,970,917.64                         -11,403,903.71
      II. Cash flows from investing activities:
        Cash received        from    retraction   of
                                                                        45,400,000.00                         201,700,000.00
      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
                                                                            8,718,575.65                       27,721,904.43
      investing activities
      Subtotal of cash inflows from investing
                                                                        75,050,604.92                         229,427,904.43
      activities
         Cash paid to acquire fixed assets,
                                                                              94,496.00                            1,368,449.00
      intangible assets and other long-term assets
        Cash paid for investment                                       153,100,000.00                         311,600,000.00
        Net cash paid to acquire subsidiaries and
      other business units




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        Other cash payments          relating      to
      investing activities
      Subtotal of cash outflows from investing
                                                         153,194,496.00                        312,968,449.00
      activities
      Net cash flows from investing activities           -78,143,891.08                        -83,540,544.57
      III. Cash flows from financing activities:
         Cash       received     from      capital
      contributions
          Cash received from borrowings                  488,300,000.00                         79,000,000.00
          Cash received from issuance of bonds
          Other cash received        relating      to
      financing activities
      Subtotal of cash inflows from financing
                                                         488,300,000.00                         79,000,000.00
      activities
          Repayment of borrowings                        246,300,000.00                            790,930.00
          Cash paid for interest expenses and
                                                          28,250,655.26                         29,009,070.00
      distribution of dividends or profit
           Other cash payments relating to
                                                          21,659,100.00
      financing activities
      Sub-total of cash outflows from financing
                                                         296,209,755.26                         29,800,000.00
      activities
      Net cash flows from financing activities           192,090,244.74                         49,200,000.00
      IV. Effect of foreign exchange rate
      changes on cash and cash equivalents
      V. Net increase in cash and cash
                                                           2,975,436.02                        -45,744,448.28
      equivalents
           Add: Opening balance of cash and
                                                            515,955.59                          47,697,821.48
      cash equivalents
      VI. Closing balance of cash and cash
                                                           3,491,391.61                          1,953,373.20
      equivalents


      Legal representative: Zheng Qing                  Person-in-charge of the accounting work: Chen Binglian
      Chief of the accounting division: Yang Daoliang

      (II) Audit report

      Auditor’s opinion
      Summary of audit report
      Naught




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