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*ST珠江B:2013年第一季度报告全文(英文版)2013-04-26  

						               Report for the First Quarter of 2013 of Hainan Pearl River Holdings Co., Ltd.




Hainan Pearl River Holdings Co., Ltd.

   Report for the First Quarter of 2013




               April 2013




                                                                                          1
                                                 Report for the First Quarter of 2013 of Hainan Pearl River Holdings Co., Ltd.




                                Section I. Important Reminders

The Board of Directors, the Supervisory Committee, directors, supervisors and senior management staff of Hainan
Pearl River Holdings Co., Ltd. (hereinafter referred to as “the Company”) warrant that the information carried in
this report is factual, accurate and complete, without any false record, misleading statement or material omission.
And they shall be jointly and severally liable for that.


Zheng Qing, company principal, Chen Binglian, chief of the accounting work, and Yang Daoliang, chief of the
accounting organ (chief of accounting), hereby confirm that the financial statements enclosed in this report are
factual, accurate and complete.


All directors have attended the board session for reviewing this report.


This report is prepared in both Chinese and English. Should there be any discrepancy between the two versions,
the Chinese version shall prevail.




                                                                                                                            2
                                                         Report for the First Quarter of 2013 of Hainan Pearl River Holdings Co., Ltd.




             Section II. Financial Highlights & Change of Shareholders

I. Financial highlights

Does the Company adjust retrospectively or restate any accounting data of previous years?
□Yes √No

                                                    Jan.-Mar. 2013               Jan.-Mar. 2012                     +/- (%)

Operating revenues (RMB Yuan)                              62,592,524.54                64,997,421.96                           -3.7%

Net profit attributable to shareholders of
                                                           -25,395,899.69               -27,330,011.28                          7.08%
the Company (RMB Yuan)
Net profit attributable to shareholders of
the Company after deducting extraordinary                  -30,434,695.80               -28,932,703.38                         -5.19%
gains and losses (RMB Yuan)
Net cash flows from operating activities
                                                           -32,277,707.08               -84,831,600.85                         61.95%
(RMB Yuan)

Basic EPS (RMB Yuan/share)                                           -0.06                          -0.06                          0%

Diluted EPS (RMB Yuan/share)                                         -0.06                          -0.06                          0%
                                                                                                            Down by 3.84 percentage
Weighted average ROE (%)                                           -11.47%                       -7.63% points


                                                      31 Mar. 2013                31 Dec. 2012                      +/- (%)

Total assets (RMB Yuan)                                  1,408,174,456.31            1,424,764,273.52                          -1.16%

Net assets attributable to shareholders of
                                                          205,105,904.53               237,625,634.44                         -13.69%
the Company (RMB Yuan)

Items and amounts of extraordinary gains and losses
√ Applicable □ Inapplicable
                                                                                                                         Unit: RMB Yuan

                                Item                                  1 Jan. 2013-31 Mar. 2013                  Explanation

Gain/loss on the disposal of non-current assets (including the
                                                                                          -667.10
offset part of the asset impairment provisions)

Capital occupation charges on non-financial enterprises that are
                                                                                    5,032,652.80
recorded into current gains and losses

Non-operating income and expense other than the above                                    6,278.82

Less: Income tax effects                                                                     0.00

Less: Minority interests effects (after tax)                                              -531.59

Total                                                                                5,038,796.11                   --




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                                                       Report for the First Quarter of 2013 of Hainan Pearl River Holdings Co., Ltd.


II. Total number of shareholders at the period-end and shareholdings of top 10 shareholders

                                                                                                                           Unit: share
Total number of shareholders at the
                                                                                                                                  40,301
period-end

                                             Shareholdings of top 10 shareholders

                                                                              Number of                  Pledged or frozen shares
    Name of             Nature of     Shareholding      Total shares held
                                                                            restricted shares
   shareholder       shareholder      percentage (%)    at the period-end                        Status of shares Number of shares
                                                                                  held

Beijing Wanfa
Real Estate       State-owned
                                              26.36%         112,479,478                    0 Pledged                       20,000,000
Development       corporation
Co., Ltd.

                  Domestic natural
Chen Qingtao                                   1.08%            4,596,000                   0
                  person

                  Domestic natural
Li Jianhua                                     0.74%            3,149,813                   0
                  person

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

                  Domestic natural
Zeng Ping                                      0.43%            1,843,000                   0
                  person

                  Domestic natural
Hu Zhengxiu                                    0.37%            1,588,000                   0
                  person

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

Nanhua Finance
                  Other                         0.3%            1,299,500          1,299,500
Co., Ltd.

                  Domestic natural
Huang Yueling                                  0.27%            1,166,900                   0
                  person

Pearl River
                  State-owned
Enterprises                                    0.26%            1,150,000                   0
                  corporation
Group Co., Ltd.

                                      Shareholdings of top 10 non-restricted shareholders

                                                                                                            Variety of shares
         Name of shareholder                 Number of non-restricted shares held
                                                                                                     Variety              Number

Beijing Wanfa Real Estate                                                                       RMB ordinary
                                                                                 112,479,478                               112,479,478
Development Co., Ltd.                                                                           shares

                                                                                                RMB ordinary
Chen Qingtao                                                                       4,596,000                                    4,596,000
                                                                                                shares



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                                                         Report for the First Quarter of 2013 of Hainan Pearl River Holdings Co., Ltd.


                                                                                                RMB ordinary
Li Jianhua                                                                          3,149,813                             3,149,813
                                                                                                shares

                                                                                                Domestically
Zhang Xiaoxia                                                                       1,949,250 listed foreign              1,949,250
                                                                                                shares

                                                                                                RMB ordinary
Zeng Ping                                                                           1,843,000                             1,843,000
                                                                                                shares

                                                                                                RMB ordinary
Hu Zhengxiu                                                                         1,588,000                             1,588,000
                                                                                                shares

                                                                                                RMB ordinary
Ou Lei                                                                              1,500,000                             1,500,000
                                                                                                shares

                                                                                                RMB ordinary
Huang Yueling                                                                       1,166,900                             1,166,900
                                                                                                shares

Pearl River Enterprises Group Co.,                                                              RMB ordinary
                                                                                    1,150,000                             1,150,000
Ltd.                                                                                            shares

                                                                                                Domestically
Liu Guosheng                                                                        1,061,589 listed foreign              1,061,589
                                                                                                shares

                                        Among shareholders above, there exists no related-party relationship between the principal
Explanation         on     associated shareholder and other shareholders of the Company. Nor they are parties with concerted
relationship or persons acting in action as prescribed in the Information Disclosure Administrative Methods for Changes in
concert among the above-mentioned Shareholding of Shareholders of Listed Companies. And it is unknown whether there exists
shareholders                            related-party relationship among other shareholders and whether they are prescribed parties
                                        with concerted action.

Explanation         on   shareholders
participating in the margin trading Naught
business (if any)




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                                                       Report for the First Quarter of 2013 of Hainan Pearl River Holdings Co., Ltd.



                                      Section III. Significant Events

I. Significant changes of the major accounting statement items and financial indicators for the
reporting period, as well as the reasons for these changes

                                                                       Increase
                                     31 March                              or
               Item                                   31 Dec. 2012                         Major reasons for the changes
                                        2013                           decrease
                                                                          (%)
                                                                                    Mainly resulting from the corresponding
       Accounts receivable         13,318,225.83      9,889,336.96       34.67      increase of accounts receivable caused by
                                                                                    increase of service revenue of hotel

            Tax payable               30,413.45       2,205,732.91       -98.62     Mainly resulting from payment for tax



                                                                       Increase
                                     31 March                              or
               Item                                   31 Dec. 2012                         Major reasons for the changes
                                        2013                           decrease
                                                                          (%)
                                                                                    Resulting from decrease of sales revenue of
  Operating tax and surcharges      3,752,740.27      5,567,111.72       -32.59
                                                                                    real estate
                                                                                    Resulting     from   decrease   of    withdrawn
 Loss from impairment of assets     -1,428,641.10     -2,058,389.27      30.59
                                                                                    accounts receivable
                                                                                    Resulting from changes in fair value of
  Other comprehensive income        -7,123,830.22     -1,995,000.00     -257.08
                                                                                    financial assets available for sale
      Net value of cash flow
                                                                                    Mainly resulting from decrease of accounts
    generated from operating       -32,277,707.08    -84,831,600.85      61.95
                                                                                    current of paying entities
             activities
      Net value of cash flow
                                                                                    Mainly resulting from decrease of cash got
    generated from investment       5,471,658.83     54,013,907.33       -89.87
                                                                                    from borrowing
             activities


II. Progress of significant events and analysis & explanations on their influence and solutions
In the reporting period, the loan contract about RMB 210 million signed by the Company and Chongqing International Trust Co., Ltd.
(hereinafter referred to as Chongqing Trust) became due and the Company was not able to return loans within the regulated period.
On 8 April 2013, the Company disclosed the announcement on risk prompt. For details see the announcements disclosed on China
Securities Journal, Ta Kung Pao and http://www.cninfo.com.cn on 30 March 2012 and 8 April 2013.
At present, the Company is actively cooperating with Chongqing Trust to go through relevant formalities of extending the period of
financing. However, the extension of period has not been accomplished yet because of the complex formalities and uncertain factors.
Owning to the long-term and good cooperative relationship between the Company and Chongqing Trust, the extension of period of
loans can effectively relieve the pressure of corporate operating fund and is beneficial to the development of corporate investment
projects.




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                                                        Report for the First Quarter of 2013 of Hainan Pearl River Holdings Co., Ltd.


III. Commitments made by the Company or any shareholder with a shareholding over 5% in
the reporting period or such commitments carried down into the reporting period
□ Applicable √ Non-applicable



IV. Explanation about holding equities of other listed companies
Particulars about holding equities of other listed companies
                                                                                                           Unit: RMB Yuan

                                                                                                      Gains
                                                                                                                       Changes in
                                                                                                       and
                                       Initial                   Proportion       book value at                          owners’
                                                    Holding                                          losses in
    Stock code       Stock abbr.     amount of                       of           the end of this                     equities in the
                                                     shares                                             the
                                     investment                 shareholding          period                            reporting
                                                                                                     reporting
                                                                                                                          period
                                                                                                      period
                                                   3064.013
                                                      ten
                      Southwest      RMB 150       thousand
     600369           Securities       million       shares        1.32%          264,117,920.60                      -9,498,440.30


V. Researches, visits and interviews received in the reporting period
                                                                                                                 Main discussion and
 Time of reception    Place of reception    Way of reception       Visitor type            Visitor            materials provided by the
                                                                                                                        Company

                                                                                                            Construction projects on
                     Securities            Communication by                                                 special railway of Mulin
7 Jan. 2013                                                    Individual            Individual investor
                     Department            phone                                                            Town and wholesale market
                                                                                                            of coal

                     Securities            Communication by                                                 Particulars about holding
9 Jan. 2013                                                    Individual            Individual investor
                     Department            phone                                                            Southwest Securities

                     Securities            Communication by                                                 Particulars about corporate
17 Jan. 2013                                                   Individual            Individual investor
                     Department            phone                                                            performance

                     Securities            Communication by                                                 Particulars about holding
28 Jan. 2013                                                   Individual            Individual investor
                     Department            phone                                                            Southwest Securities

                     Securities            Communication by                                                 Consulting corporate
30 Jan. 2013                                                   Individual            Individual investor
                     Department            phone                                                            performance

                                                                                                            Particulars about the overall
                     Securities            Communication by
4 Feb. 2013                                                    Individual            Individual investor situation of corporate
                     Department            phone
                                                                                                            operation

                                                                                                            Project on new rural
                     Securities            Communication by                                                 construction and
11 March 2013                                                  Individual            Individual investor
                     Department            phone                                                            development of real estate
                                                                                                            in Luquan of Shijiazhuang


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                                         Report for the First Quarter of 2013 of Hainan Pearl River Holdings Co., Ltd.


                                                                                         Particulars about Southwest
                Securities   Communication by
12 March 2013                                   Individual         Individual investor Securities and real estate
                Department   phone
                                                                                         projects

                Securities   Communication by                                            Understanding the
28 March 2013                                   Individual         Individual investor
                Department   phone                                                       corporate development




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                                        Report for the First Quarter of 2013 of Hainan Pearl River Holdings Co., Ltd.



                          Section IV. Financial Statements

I. Financial statements

1. Consolidated balance sheet
Prepared by Hainan Pearl River Holdings Co., Ltd.
                                                                                                          Unit: Yuan

                  Item                                    Closing balance                              Opening balance

Current Assets:

  Monetary funds                                                            60,009,445.53                                65,762,871.33

  Settlement reserves

  Intra-group lendings

  Transactional financial assets

  Notes receivable

  Accounts receivable                                                       13,318,225.83                                 9,889,336.96

  Accounts paid in advance                                              159,735,271.89                                  148,283,887.61

  Premiums receivable

  Reinsurance premiums receivable

  Receivable      reinsurance      contract
reserves

  Interest receivable

   Dividend receivable                                                        260,015.00                                   260,015.00

  Other accounts receivable                                             304,890,518.38                                  314,281,649.69

  Financial assets purchased under
agreements to resell

  Inventories                                                           108,513,934.85                                  109,749,172.81

  Non-current assets due within 1 year

  Other current assets

Total current assets                                                    646,727,411.48                                  648,226,933.40

Non-current assets:

  Loans by mandate and advances
granted

  Available-for-sale financial assets                                   264,117,920.60                                  273,616,360.90

  Held-to-maturity investments

  Long-term accounts receivable




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                                         Report for the First Quarter of 2013 of Hainan Pearl River Holdings Co., Ltd.


  Long-term equity investment                                              50,520,982.68                                  50,758,716.34

  Investing property                                                       24,935,188.17                                  25,308,707.14

  Fixed assets                                                           328,425,060.73                                  334,321,547.26

  Construction in progress                                                 38,125,793.28                                  34,908,625.06

  Engineering materials                                                       606,206.60                                    606,206.60

  Disposal of fixed assets

  Production biological assets

  Oil-gas assets

  Intangible assets                                                        31,339,462.61                                  31,636,550.86

  R&D expense

  Goodwill

  Long-term deferred expenses                                              23,376,430.16                                  25,380,625.96

  Deferred income tax assets

  Other non-current assets

Total of non-current assets                                              761,447,044.83                                  776,537,340.12

Total assets                                                            1,408,174,456.31                             1,424,764,273.52

Current liabilities:

  Short-term borrowings                                                  210,000,000.00                                  210,000,000.00

  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                                                         19,429,583.92                                  20,503,123.52

  Accounts received in advance                                             15,561,778.16                                  19,033,810.90

  Financial assets sold for repurchase

  Handling charges and commissions
payable

  Employee’s compensation payable                                          7,796,644.95                                   9,181,755.84

  Tax payable                                                                  30,413.45                                   2,205,732.91

  Interest payable                                                       122,076,882.35                                  112,552,231.11

  Dividend payable                                                          3,213,302.88                                   3,213,302.88

  Other accounts payable                                                 398,674,520.89                                  379,871,030.04

  Reinsurance premiums payable


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                                            Report for the First Quarter of 2013 of Hainan Pearl River Holdings Co., Ltd.


  Insurance contract reserves

  Payables       for    acting    trading    of
securities

  Payables for acting underwriting of
securities

  Non-current liabilities due within 1
                                                                              28,000,000.00                                  28,000,000.00
year

  Other current liabilities

Total current liabilities                                                   804,783,126.60                                  784,560,987.20

Non-current liabilities:

  Long-term borrowings                                                      340,000,000.00                                  341,000,000.00

  Bonds payable

  Long-term payables

  Specific payables

  Estimated liabilities

  Deferred income tax liabilities                                             45,226,579.27                                  47,601,189.35

  Other non-current liabilities

Total non-current liabilities                                               385,226,579.27                                  388,601,189.35

Total liabilities                                                          1,190,009,705.87                             1,173,162,176.55

Owners’      equity     (or     shareholders’
equity)

  Paid-up capital (or share capital)                                        426,745,404.00                                  426,745,404.00

  Capital reserves                                                          514,822,326.95                                  521,946,157.17

  Less: Treasury stock

  Specific reserves

  Surplus reserves                                                          109,487,064.39                                  109,487,064.39

  Provisions for general risks

  Retained profits                                                          -845,948,890.81                                 -820,552,991.12

  Foreign exchange difference

Total equity attributable to owners of
                                                                            205,105,904.53                                  237,625,634.44
the Company

Minority interests                                                            13,058,845.91                                  13,976,462.53

Total owners’ (or shareholders’) equity                                   218,164,750.44                                  251,602,096.97

Total     liabilities   and      owners’   (or
                                                                           1,408,174,456.31                             1,424,764,273.52
shareholders’) equity




                                                                                                                      11
                                        Report for the First Quarter of 2013 of Hainan Pearl River Holdings Co., Ltd.


Legal representative: Zheng Qing                                      Chief of the accounting work: Chen Binglian
Chief of the accounting organ: Yang Daoliang


2. Balance sheet of the Company

Prepared by Hainan Pearl River Holdings Co., Ltd.
                                                                                                          Unit: Yuan

                   Item                                   Closing balance                              Opening balance

Current Assets:

  Monetary funds                                                             1,589,207.86                                 2,641,297.45

  Transactional financial assets

  Notes receivable

  Accounts receivable                                                        2,708,500.15                                 2,341,351.09

  Accounts paid in advance                                                  50,116,665.00                                50,196,666.00

  Interest receivable

  Dividend receivable                                                         260,015.00                                   260,015.00

  Other accounts receivable                                             564,827,817.38                                  557,322,758.74

  Inventories                                                                4,824,035.45                                 4,824,035.45

  Non-current assets due within 1 year

  Other current assets

Total current assets                                                    624,326,240.84                                  617,586,123.73

Non-current assets:

  Available-for-sale financial assets                                   264,117,920.60                                  273,616,360.90

  Held-to-maturity investments

  Long-term accounts receivable

  Long-term equity investment                                           299,870,458.98                                  300,108,192.64

  Investing property                                                         7,517,804.78                                 7,593,413.93

  Fixed assets                                                              16,998,835.26                                17,446,366.12

  Construction in progress

  Engineering materials

  Disposal of fixed assets

  Production biological assets

  Oil-gas assets

  Intangible assets                                                          1,541,124.69                                 1,553,040.60

  R&D expense

  Goodwill


                                                                                                                  12
                                        Report for the First Quarter of 2013 of Hainan Pearl River Holdings Co., Ltd.


  Long-term deferred expenses                                             14,848,027.94                                  16,324,363.64

  Deferred income tax assets

  Other non-current assets

Total of non-current assets                                             604,894,172.25                                  616,641,737.83

Total assets                                                           1,229,220,413.09                             1,234,227,861.56

Current liabilities:

  Short-term borrowings                                                 210,000,000.00                                  210,000,000.00

  Transactional financial liabilities

  Notes payable

  Accounts payable                                                         2,482,949.70                                   2,482,949.70

  Accounts received in advance                                               249,480.00                                      59,400.00

  Employee’s compensation payable                                           449,915.36                                    546,010.23

  Tax payable                                                             -1,087,338.22                                  -1,615,110.81

  Interest payable                                                        89,390,322.52                                  81,573,212.53

  Dividend payable                                                         3,213,302.88                                   3,213,302.88

  Other accounts payable                                                305,688,040.89                                  295,396,790.14

  Non-current liabilities due within 1
year

  Other current liabilities

Total current liabilities                                               610,386,673.13                                  591,656,554.67

Non-current liabilities:

  Long-term borrowings                                                  177,000,000.00                                  178,000,000.00

  Bonds payable

  Long-term payables

  Specific payables

  Estimated liabilities

  Deferred income tax liabilities                                         44,428,188.50                                  46,802,798.58

  Other non-current liabilities

Total non-current liabilities                                           221,428,188.50                                  224,802,798.58

Total liabilities                                                       831,814,861.63                                  816,459,353.25

Owners’       equity   (or   shareholders’
equity)

  Paid-up capital (or share capital)                                    426,745,404.00                                  426,745,404.00

  Capital reserves                                                      517,838,666.49                                  524,962,496.71

  Less: Treasury stock


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                                           Report for the First Quarter of 2013 of Hainan Pearl River Holdings Co., Ltd.


  Specific reserves

  Surplus reserves                                                         109,487,064.39                                  109,487,064.39

  Provisions for general risks

  Retained profits                                                         -656,665,583.42                                 -643,426,456.79

  Foreign exchange difference

Total owners’ (or shareholders’) equity                                  397,405,551.46                                  417,768,508.31

Total    liabilities     and    owners’   (or
                                                                          1,229,220,413.09                             1,234,227,861.56
shareholders’) equity


Legal representative: Zheng Qing                                         Chief of the accounting work: Chen Binglian
Chief of the accounting organ: Yang Daoliang


3. Consolidated income statement

Prepared by Hainan Pearl River Holdings Co., Ltd.

                                                                                                             Unit: Yuan

                       Item                                  Jan.-Mar. 2013                               Jan.-Mar. 2012

I. Total operating revenues                                                   62,592,524.54                                 64,997,421.96

Including: Sales income                                                       62,592,524.54                                 64,997,421.96

        Interest income

        Premium income

        Handling              charge       and
commission income

II. Total operating cost                                                      88,673,918.91                                 91,367,681.55

Including: Cost of sales                                                      43,104,049.53                                 41,163,681.51

        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                                            3,752,740.27                                   5,567,111.72

        Selling and distribution expenses                                      3,435,537.06                                   3,362,228.94

        Administrative expenses                                               24,604,836.32                                 29,010,964.80


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                                          Report for the First Quarter of 2013 of Hainan Pearl River Holdings Co., Ltd.


          Financial expenses                                                15,205,396.83                                 14,322,083.85

          Asset impairment loss                                             -1,428,641.10                                  -2,058,389.27

Add: Gain/(loss) from change in fair
value (“-” means loss)

        Gain/(loss) from investment (“-”
                                                                              -237,733.66                                   -316,225.41
means loss)

Including: share of profits in associates
                                                                              -237,733.66                                   -316,225.41
and joint ventures

Foreign exchange gains (“-” means
loss)

III. Business profit (“-” means loss)                                    -26,319,128.03                                 -26,686,485.00

        Add: non-operating income                                               34,128.02                                     67,839.50

        Less: non-operating expense                                             28,516.30                                       2,011.20

Including: loss from non-current asset
                                                                                   667.10
disposal

IV. Total profit (“-” means loss)                                        -26,313,516.31                                 -26,620,656.70

        Less: Income tax expense                                                     0.00                                    874,240.95

V. Net profit (“-” means loss)                                           -26,313,516.31                                 -27,494,897.65

        Including: Net profit achieved by
combined         parties        before    the
combinations

        Attributable to owners of the
                                                                           -25,395,899.69                                 -27,330,011.28
Company

        Minority shareholders’ income                                        -917,616.62                                   -164,886.37

VI. Earnings per share                          --                                           --

        (I) Basic earnings per share                                                 -0.06                                         -0.06

        (II) Diluted earnings per share                                              -0.06                                         -0.06

Ⅶ. Other comprehensive incomes                                             -7,123,830.22                                  -1,995,000.00

Ⅷ. Total comprehensive incomes                                            -33,437,346.53                                 -29,489,897.65

        Attributable to owners of the
                                                                           -32,519,729.91                                 -29,325,011.28
Company

        Attributable       to        minority
                                                                              -917,616.62                                   -164,886.37
shareholders


Legal representative: Zheng Qing                                        Chief of the accounting work: Chen Binglian
Chief of the accounting organ: Yang Daoliang




                                                                                                                    15
                                          Report for the First Quarter of 2013 of Hainan Pearl River Holdings Co., Ltd.


4. Income statement of the Company

Prepared by Hainan Pearl River Holdings Co., Ltd.
                                                                                                            Unit: Yuan

                      Item                                  Jan.-Mar. 2013                               Jan.-Mar. 2012

I. Total sales                                                                 290,872.20                                    290,669.10

Less: cost of sales                                                             88,898.40                                     88,898.40

Business taxes and surcharges                                                   16,288.84                                     16,165.47

Distribution expenses

Administrative expenses                                                      4,995,993.19                                  4,922,725.14

Financial costs                                                              9,508,699.18                                  6,993,479.28

Impairment loss                                                              -1,317,614.44                                 -1,046,392.00

Add: gain/(loss) from change in fair
value (“-” means loss)

Gain/(loss) from investment (“-” means
                                                                              -237,733.66                                   -316,225.41
loss)

Including: income form investment on
                                                                              -237,733.66                                   -316,225.41
associates and joint ventures

II. Business profit (“-” means loss)                                     -13,239,126.63                                 -11,000,432.60

Add: non-business income

Less: non-business expense

Including: loss from non-current asset
disposal

III. Total profit    (“-” means loss)                                    -13,239,126.63                                 -11,000,432.60

Less: income tax expense

IV. Net profit      (“-” means loss)                                     -13,239,126.63                                 -11,000,432.60

V. Earnings per share                        --                                              --

(I) Basic earnings per share                                                             0                                            0

(II) Diluted earnings per share                                                          0                                            0

VI. Other comprehensive income                                               -7,123,830.22                                 -1,995,000.00

VII. Total comprehensive income                                            -20,362,956.85                                 -12,995,432.60


Legal representative: Zheng Qing                                        Chief of the accounting work: Chen Binglian
Chief of the accounting organ: Yang Daoliang


5. Consolidated cash flow statement

Prepared by Hainan Pearl River Holdings Co., Ltd.


                                                                                                                    16
                                               Report for the First Quarter of 2013 of Hainan Pearl River Holdings Co., Ltd.


                                                                                                                 Unit: Yuan

                      Item                                       Jan.-Mar. 2013                               Jan.-Mar. 2012

I. Cash flows from operating activities:

  Cash       received        from     sale      of
                                                                                  57,631,845.31                                42,553,330.68
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

  Net        increase        of     intra-group
borrowings

  Net increase of funds in repurchase
business

  Tax refunds received

  Other      cash     received      relating    to
                                                                                  19,337,375.12                                37,808,298.50
operating activities

Subtotal of cash inflows from operating
                                                                                  76,969,220.43                                80,361,629.18
activities

  Cash paid for goods and services                                                21,906,135.82                                17,377,694.88

  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



                                                                                                                         17
                                                    Report for the First Quarter of 2013 of Hainan Pearl River Holdings Co., Ltd.


   Cash for paying interest, handling
charges and commissions

   Cash for paying policy dividends

   Cash paid to and for employees                                                     34,793,165.45                                  29,396,413.07

   Various taxes paid                                                                  7,266,596.46                                   5,904,014.25

   Other      cash        payment        relating    to
                                                                                      45,281,029.78                                 112,515,107.83
operating activities

Subtotal        of        cash    outflows        from
                                                                                    109,246,927.51                                  165,193,230.03
operating activities

Net cash flows from operating activities                                             -32,277,707.08                                 -84,831,600.85

II. Cash flows from investing activities:

   Cash received from withdrawal of
                                                                                      26,000,000.00                                  22,500,000.00
investments

   Cash     received             from    return     on
investments

   Net cash received from disposal of
fixed assets, intangible assets and other                                                189,000.00                                    537,291.00
long-term assets

   Net cash received from disposal of
subsidiaries or other business units

   Other      cash         received      relating    to
                                                                                       5,647,661.11
investing activities

   Subtotal          of    cash     inflows       from
                                                                                      31,836,661.11                                  23,037,291.00
investing activities

   Cash paid to acquire fixed assets,
intangible assets and other long-term                                                 10,784,038.66                                   3,911,196.60
assets

   Cash paid for investment

   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
                                                                                      10,784,038.66                                   3,911,196.60
investing activities

Net cash flows from investing activities                                              21,052,622.45                                  19,126,094.40

III.     Cash        Flows        from     Financing
Activities:


                                                                                                                              18
                                           Report for the First Quarter of 2013 of Hainan Pearl River Holdings Co., Ltd.


  Cash         received     from       capital
contributions

  Including:        Cash    received    from
minority shareholder investments by                                                    0.00                                          0.00
subsidiaries

  Cash received from borrowings                                               31,000,000.00                                320,000,000.00

  Cash received from issuance of
bonds

  Other      cash    received   relating    to
financing activities

Subtotal of cash inflows from financing
                                                                              31,000,000.00                                320,000,000.00
activities

  Repayment of borrowings                                                     13,000,000.00                                258,000,000.00

  Cash paid for interest expenses and
                                                                               9,618,865.55                                  4,486,092.67
distribution of dividends or profit

  Including: dividends or profit paid by
subsidiaries to minority shareholders

  Other cash payments relating to
                                                                               2,909,475.62                                  3,500,000.00
financing activities

Sub-total      of   cash    outflows    from
                                                                              25,528,341.17                                265,986,092.67
financing activities

Net cash flows from financing activities                                       5,471,658.83                                 54,013,907.33

IV. Effect of foreign exchange rate
changes on cash and cash equivalents

V. Net increase in cash and cash
                                                                              -5,753,425.80                                -11,691,599.12
equivalents

  Add: Opening balance of cash and
                                                                              65,762,871.33                                 52,507,843.73
cash equivalents

VI. Closing balance of cash and cash
                                                                              60,009,445.53                                 40,816,244.61
equivalents


Legal representative: Zheng Qing                                         Chief of the accounting work: Chen Binglian
Chief of the accounting organ: Yang Daoliang



6. Cash flow statement of the Company
Prepared by Hainan Pearl River Holdings Co., Ltd.
                                                                                                             Unit: Yuan

                     Item                                    Jan.-Mar. 2013                               Jan.-Mar. 2012




                                                                                                                     19
                                                  Report for the First Quarter of 2013 of Hainan Pearl River Holdings Co., Ltd.


I. Cash flows from operating activities:

  Cash       received           from     sale      of
                                                                                       401,165.00
commodities and rendering of service

  Tax refunds received

  Other      cash        received      relating    to
                                                                                    11,695,394.78                                  1,373,838.56
operating activities

Subtotal of cash inflows from operating
                                                                                    12,096,559.78                                  1,373,838.56
activities

  Cash paid for goods and services

  Cash paid to and for employees                                                     1,612,063.85                                  1,187,592.57

  Various taxes paid                                                                   112,414.29                                   239,894.28

  Other      cash       payment        relating    to
                                                                                    13,629,756.72                                  2,356,865.95
operating activities

Subtotal      of        cash    outflows        from
                                                                                    15,354,234.86                                  3,784,352.80
operating activities

Net cash flows from operating activities                                            -3,257,675.08                                 -2,410,514.24

II. Cash flows from investing activities:

  Cash received from retraction of
                                                                                    26,000,000.00                                 22,500,000.00
investments

  Cash       received          from    return     on
investments

  Net cash received from disposal of
fixed assets, intangible assets and other
long-term assets

  Net cash received from disposal of
subsidiaries or other business units

  Other      cash        received      relating    to
                                                                                     5,647,661.11
investing activities

  Subtotal         of    cash     inflows       from
                                                                                    31,647,661.11                                 22,500,000.00
investing activities

  Cash paid to acquire fixed assets,
intangible assets and other long-term                                                        0.00                                      8,398.00
assets

  Cash paid for investment                                                          38,999,500.00                                 19,500,000.00

  Net cash paid to acquire subsidiaries
and other business units

  Other cash payments relating to
investing activities


                                                                                                                            20
                                             Report for the First Quarter of 2013 of Hainan Pearl River Holdings Co., Ltd.


Subtotal        of     cash   outflows     from
                                                                               38,999,500.00                                  19,508,398.00
investing activities

Net cash flows from investing activities                                       -7,351,838.89                                   2,991,602.00

III.     Cash        Flows    from    Financing
Activities:

       Cash      received      from       capital
contributions

       Cash received from borrowings                                           31,000,000.00                                 210,000,000.00

       Cash received from issuance of
bonds

       Other cash received relating to
financing activities

Subtotal of cash inflows from financing
                                                                               31,000,000.00                                 210,000,000.00
activities

       Repayment of borrowings                                                 13,000,000.00                                 210,000,000.00

       Cash paid for interest expenses and
                                                                                6,133,100.00
distribution of dividends or profit

        Other cash payments relating to
                                                                                2,309,475.62
financing activities

Sub-total       of     cash    outflows    from
                                                                               21,442,575.62                                 210,000,000.00
financing activities

Net cash flows from financing activities                                        9,557,424.38

IV. Effect of foreign exchange rate
changes on cash and cash equivalents

V. Net increase in cash and cash
                                                                               -1,052,089.59                                    581,087.76
equivalents

        Add: Opening balance of cash and
                                                                                2,641,297.45                                    515,955.59
cash equivalents

VI. Closing balance of cash and cash
                                                                                1,589,207.86                                   1,097,043.35
equivalents


Legal representative: Zheng Qing                                           Chief of the accounting work: Chen Binglian
Chief of the accounting organ: Yang Daoliang


II. Audit report

Is this report audited?
□ Yes √ No




                                                                                                                       21
Report for the First Quarter of 2013 of Hainan Pearl River Holdings Co., Ltd.


                               Hainan Pearl River Holdings Co., Ltd.

                                             27 April 2013




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