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*ST珠江B:2013年第三季度报告全文(英文版)2013-10-23  

						                                      Report for the Third Quarter of 2013 of HaiNan Pearl River Holdings Co., Ltd.




Stock Code: 000505, 200505       Stock Abbr.: *STZJ, *STZJB                     Announcement No.: 2013-032




                      HaiNan Pearl River Holdings Co., Ltd.


                        Report for the Third Quarter of 2013




                                                                                                                 1
                                          Report for the Third Quarter of 2013 of HaiNan Pearl River Holdings Co., Ltd.




                            Section I. Important Reminders

The Board of Directors, the Supervisory Committee as well as all directors, supervisors and senior
management staff of XXX Co., Ltd. (hereinafter referred to as “the Company”) warrant that 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.
All directors attended the board session for reviewing this report.
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.
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 Third Quarter of 2013 of HaiNan Pearl River Holdings Co., Ltd.




               Section II. Financial Highlights & Change of Shareholders

I. Major accounting data and financial indexes

Does the Company adjust retrospectively or restate accounting data of previous years due to change of the
accounting policy or correction of any accounting error?
√ Yes □ No

                                                                                31 Dec. 2012                      Increase/decrease (%)
                                            30 Sept. 2013
                                                                  Before adjustment         After adjustment        After adjustment

Total assets (RMB Yuan)                      1,436,266,260.28         1,424,764,273.52        1,424,764,273.52                     0.81%

Net     assets        attributable     to
shareholders     of     the   Company          141,237,729.67          237,625,634.44           237,625,634.44                    -40.56%
(RMB Yuan)

                                                                 YoY increase/decrease                            YoY increase/decrease
                                            Jul.-Sept. 2013                                  Jan.-Sept. 2013
                                                                         (%)                                                (%)

Operating revenues (RMB Yuan)                   47,202,742.92                  14.03%           154,425,764.05                     3.13%

Net     profit        attributable     to
shareholders     of     the   Company          -34,001,104.90                  17.17%            -98,456,113.55                   -24.97%
(RMB Yuan)
Net     profit    attributable to
shareholders of the Company after
                                               -43,085,186.74                  -3.94%          -115,964,812.01                     -15.4%
extraordinary gains and losses
(RMB Yuan)
Net cash flows from operating
                                                  --                      --                     -64,788,775.13                    7.65%
activities (RMB Yuan)

Basic EPS (RMB Yuan/share)                               -0.08                    20%                     -0.23                   -27.78%

Diluted EPS (RMB Yuan/share)                             -0.08                    20%                     -0.23                   -27.78%

Weighted average ROE (%)                               -23.82%                 -11.96%                  -51.97%                   -28.72%

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

                                     Item                             Amount as of Jan.-Sept. 2013                   Note

Gains/losses on the disposal of non-current assets (including the
                                                                                          179,405.31
offset part of asset impairment provisions)

Capital occupation charges on non-financial enterprises that
                                                                                         5,671,854.08
recorded into current gains and losses

Gain/loss on debt restructuring                                                          5,644,350.59




                                                                                                                                            3
                                                            Report for the Third Quarter of 2013 of HaiNan Pearl River Holdings Co., Ltd.


Other non-operating income and expenses other than the above                             2,993,612.32

Other gain/loss items that meet the definition of an extraordinary
                                                                                         3,064,013.00
gain/loss

Less: Income tax effects                                                                       33,805.90

        Minority interests effects (after tax)                                                 10,730.94

Total                                                                                   17,508,698.46                   --

Explain the reasons if the Company classifies an item as an extraordinary gain/loss according to the definition in
the Explanatory Announcement No. 1 on Information Disclosure for Companies Offering Their Securities to the
Public?Extraordinary Gains and Losses, or classifies any extraordinary gain/loss item mentioned in the said
explanatory announcement as a recurrent gain/loss item
□ Applicable √ Inapplicable

II. Total number of shareholders at the period-end and shares held by the top ten
shareholders

                                                                                                                                Unit: share

Total number of shareholders at the
                                                                                                                                   38,713
period-end

                                                 Shares held by the top ten shareholders

                                                                                  Number of the             Pledged or frozen shares
    Name of               Nature of         Shareholding       Number of the
                                                                                  restricted shares
   shareholder           shareholder       percentage (%)        shares held                            Status of shares Number of shares
                                                                                        held

Beijing Wanfa
                     State-owned
Real Estate                                        26.36%          112,479,478                      0 Pledged                  20,000,000
                     corporation
Development
Co., Ltd.            Domestic natural
Zhang Xiaoxia                                       0.46%             1,949,250                     0
                     person

                     Domestic natural
Chen Mingwei                                        0.43%             1,827,900                     0
                     person
                     Domestic natural
Hu Zhengxiu                                         0.43%             1,827,000                     0
                     person
                     Domestic natural
Zeng Ping                                           0.41%             1,750,000                     0
                     person

                     Domestic natural
Ou Lei                                              0.35%             1,500,000                     0
                     person
                     Domestic natural
Li Hong                                             0.33%             1,400,500                     0
                     person

                     Domestic natural
Song Jing                                           0.32%             1,356,799                     0
                     person

Nanhua Finance       Domestic                        0.3%             1,299,500          1,299,500



                                                                                                                                            4
                                                       Report for the Third Quarter of 2013 of HaiNan Pearl River Holdings Co., Ltd.



                   Domestic natural
Sheng Fubo                                        0.28%           1,192,095                   0
                   person

                                        Shares held by the top ten non-restricted share holders

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

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

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

                                                                                                  Domestically
Chen Mingwei                                                                         1,827,900 listed foreign                  1,827,900
                                                                                                  shares

                                                                                                  RMB ordinary
Hu Zhengxiu                                                                          1,827,000                                 1,827,000
                                                                                                  shares

                                                                                                  RMB ordinary
Zeng Ping                                                                            1,750,000                                 1,750,000
                                                                                                  shares

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

                                                                                                  RMB ordinary
Li Hong                                                                              1,400,500                                 1,400,500
                                                                                                  shares

                                                                                                  RMB ordinary
Song Jing                                                                            1,356,799                                 1,356,799
                                                                                                  shares

                                                                                                  Domestically
Sheng Fubo                                                                           1,192,095 listed foreign                  1,192,095
                                                                                                  shares

                                                                                                  RMB ordinary
Xu Zhen                                                                              1,159,300                                 1,159,300
                                                                                                  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 is
shareholders                           related-party relationship among other shareholders and whether they are prescribed parties
                                       with concerted action.

Shareholders taking part in margin
financing and securities lending (if   Naught
any)

Did any shareholder of the Company carry out an agreed buy-back in the reporting period?
□ Yes √ No

                                                                                                                                           5
                                                       Report for the Third Quarter of 2013 of HaiNan Pearl River Holdings Co., Ltd.




                                          Section III. Significant Events

I. Major changes of main accounting statement items and financial indicators in the reporting
period, as well as reasons for the changes

1. Financial statement item
         Item                                                Increase/decrease
                      30 Sept. 2013         31 Dec. 2012                                        Main reason for the change
                                                                   (%)

Accounts               17,370,512.29         9,889,336.96              75.65%     Mainly due to the income of the property service
receivable                                                                        and the hotel revenues of the subsidiary increased,
                                                                                  which led accounts payable increased
                                                                                  correspondingly.
Short-term loans                      -    210,000,000.00            -100.00%     Due to the short-term loans which had returned to
                                                                                  Chongqing International Trust Co., Ltd.

Taxes payable          -1,028,383.07         2,205,732.91            -146.62%     Due to the payment of the taxes and so on.
Other accounts        701,211,935.09       379,871,030.04              84.59%     Mainly due to the borrowed funds from other
payable                                                                           enterprises increased.
Non-current           228,000,000.00        28,000,000.00            714.29%      Loans from Chongqing International Trust Co., Ltd.
liabilities due                                                                   will due within 1 year.
within 1 year
Long-term loans       132,000,000.00       341,000,000.00             -61.29%     Loans from Chongqing International Trust Co., Ltd.
                                                                                  will due within 1 year.


2. Income statement and cash flow statement
          Item            Jan.-Sep.        Jan.- Sep. 2012   Increase/decrease
                                                                                                 Main reason for the change
                            2013                                    (%)

Financial expenses     65,346,919.03        47,616,946.88                37.23%   Mainly due to the raising funds increased.
Assets impairment       -1,475,764.86        -8,082,061.18               81.74%   Mainly due to the recover part of the current
loss                                                                              payment of the reversal of bad debts provision
                                                                                  decreased.

Investment gains         2,355,087.76       17,854,565.89              -86.81%    Mainly due to the transfer of parts of Xinan
                                                                                       Securities shares of last period, and there’s no
                                                                                       such situation in this period.
Non-operating            8,892,795.37          171,828.34            5075.40%     Mainly due to the gains on restructuring of de
income                                                                            bt with Construction Bank and the default com
                                                                                  pensation of the original Longzhu Three Projec
                                                                                  t.

Income tax expenses       208,612.05          1,872,560.35             -88.86%    Mainly due to the profits from the
                                                                                  subsidiary?Hubei Pearl River Real Estate
                                                                                  Development Co., Ltd. decreased.


                                                                                                                                           6
                                                            Report for the Third Quarter of 2013 of HaiNan Pearl River Holdings Co., Ltd.


Gains and losses of          -2,808,509.35         -184,402.81          -1423.03%     Mainly due to the profits from the
minority                                                                              subsidiary?Hubei Pearl River Real Estate
shareholders                                                                          Development Co., Ltd. decreased.
Other comprehensive          2,068,208.78       10,611,681.59              -80.51%    Mainly due to the transfer of parts of Xinan
income                                                                                  Securities shares of last period, and there’s no
                                                                                        such situation in this period.
Net cash flows from          -5,094,222.55     -64.689,197.79               92.13%    Mainly due to the cash payment of the purchase of
investing activities                                                                  the fixed assets and so on decreased compared to
                                                                                      the same period of last period.

Net cash flows from         62,907,979.91      232,678,551.25              -72.96%    Mainly due to the cash received from the loans
financing activities                                                                  decreased compared to the same period of last
                                                                                      period.




II. Progress and influence of significant events, as well as the analysis and explanation on
solutions

                                                                                                Index to the relevant announcement
       Overview of the significant event                      Date of disclosure
                                                                                                      disclosed on the website

Process of Longzhu Three Projects: 22
Aug.     2013,        the   Company      had   a
quadripartite agreement, Supplementary
Agreement        on    Executing   the    Center
Project--the Original Sixth Agreement of
Haikou Visun, with Haikou Visun Real
Estate Development Co., Ltd., Haikou
Visun Binhai Construction Co., Ltd.,
Hainan Visun Real Estate Group Co., Ltd..
Visun Company paid the Company eco
nomic compensation with the amount of                                                        China Securities Journal, Hong Kong T
 RMB 3 million because of the delaye                                                         a Kung Pao and http//www.cninfo.com.c
                                                   24 Aug. 2013
d construction. At the same time, Visun                                                      n on 10 Apr., 26 May, 18 Jun. in 201
 Company promised to promote the pla                                                         0, 22 Nov. 2011 and 24 Aug. 2013.
nning approval process of the center pr
oject of Visun as well as to start the c
omprehensive construction after meeting
 with the construction conditions as soo
n as possible, and try hard to gain the
 permit for presale for the center proje
ct of Visun. The project insured the Co
mpany for avoiding the losses that due
 to the possible delayed construction ag
ain.


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                                                             Report for the Third Quarter of 2013 of HaiNan Pearl River Holdings Co., Ltd.


III. Commitments made by the Company or shareholders holding over 5% of the Company’s
shares in the reporting period or such commitments carried down into the reporting period

□ Applicable √ Inapplicable


IV. Predict the 2013 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. Securities investment

                                                                 Sharehold                   Sharehold
                                      Initial     Number                      Number                     Closing Gain/loss
                                                                    ing                         ing
                                     investme of shares                       of shares                    book      for report
Variety of Code of       Name of                                 percentag                   percentag                            Accounti Source of
                                      nt cost      held at                     held at                    value       period
securities securities securities                                   e at                        e at                                ng title        stock
                                      (RMB       period-be                   period-en                    (RMB        (RMB
                                                                 period-be                   period-en
                                      Yuan)         gin                          d                        Yuan)        Yuan)
                                                                    gin                         d

                                                                                                                                  Financial
                                                                                                                                               Direct
                        Southwest 150,000,0 30,640,13                        30,640,13                   235,009,7                assets
Shares        600369                                                1.32%                       1.32%                     0.00                 admissio
                        Securities      00.00                0                           0                  97.10                 available-
                                                                                                                                               n
                                                                                                                                  for-sale

                                     150,000,0 30,640,13                     30,640,13                   235,009,7
Total                                                               --                          --                        0.00        --            --
                                        00.00                0                           0                  97.10

Shareholdings in other listed companies
□Applicable √Inapplicable



VI. Investments in derivatives

□Applicable √Inapplicable

VII. 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

                                                                                                                        Put forward advice for the
                       Securities            Telephone                                                                  Company, and had record it
5 Jul. 2013                                                              Individual              Individual investor
                       department            Communication                                                              as well as reported to board
                                                                                                                        of directors.


                                                                                                                                                           8
                                         Report for the Third Quarter of 2013 of HaiNan Pearl River Holdings Co., Ltd.


                                                                                          Inquire of the published t
               Securities   Telephone                                                     ime of the earnings prean
9 Jul. 2013                                     Individual          Individual investor
               department   Communication                                                 nouncement and had repli
                                                                                          ed.

                                                                                          Coal Project of Mulin Town
                                                                                          and Iron Ore Project of
               Securities   Telephone
12 Jul. 2013                                    Individual          Individual investor Yunxi: had replied and
               department   Communication
                                                                                          offered published
                                                                                          information.

                                                                                          Know of the process of
               Securities
12 Aug. 2013                Written inquiries   Individual          Individual investor Visun Project, and had
               department
                                                                                          replied.

                                                                                          Process       of    the      New
                                                                                          Residential        Project    of
13 Aug. 2013   Individual   Individual investor Individual          Individual investor Nanluoling Village, Dahe
                                                                                          Town, Luquan, Hebei, and
                                                                                          had replied

               Securities   Telephone                                                     Inquire of the company
20 Aug. 2013                                    Individual          Individual investor
               department   Communication                                                 performance.

               Securities   Telephone                                                     Inquire of the development
23 Sep. 2013                                    Individual          Individual investor
               department   Communication                                                 prospect of the Company.

               Securities   Telephone                                                     Know of the operation
24 Sep. 2013                                    Individual          Individual investor
               department   Communication                                                 situation of the Company.

                                                                                          Put forward advice for the
               Securities   Telephone                                                     Company, and had record it
24 Sep. 2013                                    Individual          Individual investor
               department   Communication                                                 as well as reported to board
                                                                                          of directors.




                                                                       HaiNan Pearl River Holdings Co., Ltd.
                                                                                       24 Oct. 2013




                                                                                                                             9
                                                    Report for the Third 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: RMB Yuan

                  Item                               Closing balance                             Opening balance

Current Assets:

  Monetary funds                                                       58,787,853.56                             65,762,871.33

  Settlement reserves

  Intra-group lendings

  Transactional financial assets

  Notes receivable

  Accounts receivable                                                  17,370,512.29                               9,889,336.96

  Accounts paid in advance                                         173,594,989.13                               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                                        313,700,302.41                               314,281,649.69

  Financial assets purchased under
agreements to resell

  Inventories                                                      111,169,943.97                               109,749,172.81

  Non-current assets due within 1 year

  Other current assets                                                  3,000,000.00

Total current assets                                               677,883,616.36                               648,226,933.40

Non-current assets:

  Loans by mandate and advances
granted

  Available-for-sale financial assets                              276,373,972.60                               273,616,360.90

  Held-to-maturity investments




                                                                                                                              10
                                         Report for the Third Quarter of 2013 of HaiNan Pearl River Holdings Co., Ltd.


  Long-term accounts receivable

  Long-term equity investment                            50,049,791.10                                50,758,716.34

  Investing property                                     24,274,063.96                                25,308,707.14

  Fixed assets                                          317,234,405.53                               334,321,547.26

  Construction in progress                               38,791,384.28                                34,908,625.06

  Engineering materials                                     606,206.60                                   606,206.60

  Disposal of fixed assets

  Production biological assets

  Oil-gas assets

  Intangible assets                                      30,916,300.94                                31,636,550.86

  R&D expense

  Goodwill

  Long-term deferred expenses                            20,136,518.91                                25,380,625.96

  Deferred income tax assets

  Other non-current assets

Total of non-current assets                             758,382,643.92                               776,537,340.12

Total assets                                          1,436,266,260.28                             1,424,764,273.52

Current liabilities:

  Short-term borrowings                                                                              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                                       19,307,946.77                                20,503,123.52

  Accounts received in advance                           19,329,405.64                                19,033,810.90

  Financial assets sold for repurchase

  Handling charges and commissions
payable

  Employee’s compensation payable                         8,527,484.11                                9,181,755.84

  Tax payable                                             -1,028,383.07                                2,205,732.91

  Interest payable                                      122,908,293.74                               112,552,231.11

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

  Other accounts payable                                701,211,935.09                               379,871,030.04


                                                                                                                   11
                                                  Report for the Third Quarter of 2013 of HaiNan Pearl River Holdings Co., Ltd.


  Reinsurance premiums payable

  Insurance contract reserves

  Payables       for    acting    trading   of
securities

  Payables for acting underwriting of
securities

  Non-current liabilities due within 1
                                                                 228,000,000.00                                28,000,000.00
year

  Other current liabilities

Total current liabilities                                      1,101,469,985.16                               784,560,987.20

Non-current liabilities:

  Long-term borrowings                                           132,000,000.00                               341,000,000.00

  Bonds payable

  Long-term payables

  Specific payables

  Estimated liabilities

  Deferred income tax liabilities                                 48,290,592.27                                47,601,189.35

  Other non-current liabilities

Total non-current liabilities                                    180,290,592.27                               388,601,189.35

Total liabilities                                              1,281,760,577.43                             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                                               524,014,365.95                               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                                              -919,009,104.67                              -820,552,991.12

  Foreign exchange difference

Total equity attributable to owners of
                                                                 141,237,729.67                               237,625,634.44
the Company

Minority interests                                                13,267,953.18                                13,976,462.53

Total owners’ (or shareholders’) equity                        154,505,682.85                               251,602,096.97

Total     liabilities   and      owners’   (or
                                                               1,436,266,260.28                             1,424,764,273.52
shareholders’) equity


                                                                                                                            12
                                                    Report for the Third Quarter of 2013 of HaiNan Pearl River Holdings Co., Ltd.


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                              Closing balance                              Opening balance

Current Assets:

  Monetary funds                                                        7,226,421.54                                2,641,297.45

  Transactional financial assets

  Notes receivable

  Accounts receivable                                                   2,968,429.08                                2,341,351.09

  Accounts paid in advance                                             50,300,000.00                              50,196,666.00

  Interest receivable

  Dividend receivable                                                    260,015.00                                  260,015.00

  Other accounts receivable                                        594,298,369.78                               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                                               659,877,270.85                               617,586,123.73

Non-current assets:

  Available-for-sale financial assets                              276,373,972.60                               273,616,360.90

  Held-to-maturity investments

  Long-term accounts receivable

  Long-term equity investment                                      299,436,895.40                               300,108,192.64

  Investing property                                                    7,366,586.48                                7,593,413.93

  Fixed assets                                                         16,278,268.98                              17,446,366.12

  Construction in progress

  Engineering materials

  Disposal of fixed assets

  Production biological assets

  Oil-gas assets

  Intangible assets                                                     1,517,292.87                                1,553,040.60

  R&D expense


                                                                                                                              13
                                               Report for the Third Quarter of 2013 of HaiNan Pearl River Holdings Co., Ltd.


  Goodwill

  Long-term deferred expenses                                  11,953,441.04                                16,324,363.64

  Deferred income tax assets

  Other non-current assets

Total of non-current assets                                   612,926,457.37                               616,641,737.83

Total assets                                                1,272,803,728.22                             1,234,227,861.56

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                                    130,680.00                                    59,400.00

  Employee’s compensation payable                                468,881.71                                   546,010.23

  Tax payable                                                   -1,336,435.64                               -1,615,110.81

  Interest payable                                             89,566,938.50                                81,573,212.53

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

  Other accounts payable                                      554,182,620.91                               295,396,790.14

  Non-current liabilities due within 1
                                                              197,000,000.00
year

  Other current liabilities

Total current liabilities                                     845,708,938.06                               591,656,554.67

Non-current liabilities:

  Long-term borrowings                                                                                     178,000,000.00

  Bonds payable

  Long-term payables

  Specific payables

  Estimated liabilities

  Deferred income tax liabilities                              47,492,201.50                                46,802,798.58

  Other non-current liabilities

Total non-current liabilities                                  47,492,201.50                               224,802,798.58

Total liabilities                                             893,201,139.56                               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                                            527,030,705.49                               524,962,496.71


                                                                                                                         14
                                                    Report for the Third Quarter of 2013 of HaiNan Pearl River Holdings Co., Ltd.


  Less: Treasury stock

  Specific reserves

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

  Provisions for general risks

  Retained profits                                                -683,660,585.22                               -643,426,456.79

  Foreign exchange difference

Total owners’ (or shareholders’) equity                          379,602,588.66                                417,768,508.31

Total    liabilities     and   owners’   (or
                                                                 1,272,803,728.22                              1,234,227,861.56
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. 2013                               Jul.-Sept. 2012

I. Total operating revenues                                            47,202,742.92                                 41,396,363.51

Including: Sales income                                                47,202,742.92                                 41,396,363.51

II. Total operating cost                                               91,267,715.61                                 83,012,981.08

Including: Cost of sales                                               39,178,126.18                                 33,761,484.54

        Taxes and associate charges                                     3,259,795.48                                  2,394,060.06

        Selling and distribution expenses                               1,612,330.26                                  1,826,277.83

        Administrative expenses                                        23,184,600.41                                 25,445,687.48

        Financial expenses                                             24,473,683.01                                 18,550,214.62

        Asset impairment loss                                            -440,819.73                                  1,035,256.55

              Gain/(loss) from
                                                                         -201,429.17                                   -258,725.01
investment (“-” means loss)

              Including: share of profits
                                                                         -201,429.17
in associates and joint ventures

III. Business profit (“-” means loss)                            -44,266,401.86                                -41,875,342.58

     Add: non-operating income                                          8,819,519.77                                    98,938.84

     Less: non-operating expense                                            4,119.85                                    13,884.01

IV. Total profit (“-” means loss)                                -35,451,001.94                                -41,790,287.75

     Less: Income tax expense                                             33,134.28                                     95,531.39


                                                                                                                                15
                                                    Report for the Third Quarter of 2013 of HaiNan Pearl River Holdings Co., Ltd.


V. Net profit (“-” means loss)                                   -35,484,136.22                                -41,885,819.14

     Attributable to owners of the
                                                                   -34,001,104.90                                -41,048,615.60
Company

     Minority shareholders’ income                                    -1,483,031.32                                   -837,203.54

VI. Earnings per share                                      --                                           --

     (I) Basic earnings per share                                              -0.08                                          -0.1

     (II) Diluted earnings per share                                           -0.08                                          -0.1

Ⅶ. Other comprehensive incomes                                        31,023,131.63                             -41,420,280.00

Ⅷ. Total comprehensive incomes                                        -4,461,004.59                             -83,306,099.14

     Attributable to owners of the
                                                                       -2,977,973.27                             -82,468,895.60
Company

     Attributable            to      minority
                                                                       -1,483,031.32                                   -837,203.54
shareholders


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. 2013                               Jul.-Sept. 2012

I. Total sales                                                           290,872.20                                    288,669.10

Less: cost of sales                                                       88,898.40                                     88,898.40

Business taxes and surcharges                                             16,288.84                                     16,165.47

Distribution expenses                                                                                                     1,701.00

Administrative expenses                                                 5,385,677.19                                  5,654,351.12

Financial costs                                                        16,490,490.12                                 11,264,799.65

Impairment loss                                                          -431,920.19                                   983,003.54

           Gain/(loss) from investment
                                                                         -170,780.17                                   -258,725.01
(“-” means loss)

II. Business profit (“-” means loss)                             -21,429,342.33                                -17,978,975.09

Add: non-business income                                                8,644,350.59

Less: non-business expense                                                   523.93                                       3,528.12

III. Total profit    (“-” means loss)                            -12,785,515.67                                -17,982,503.21

IV. Net profit      (“-” means loss)                             -12,785,515.67                                -17,982,503.21



                                                                                                                                16
                                                    Report for the Third Quarter of 2013 of HaiNan Pearl River Holdings Co., Ltd.


V. Earnings per share                                      --                                            --

VI. Other comprehensive income                                         31,023,131.63                             -41,420,280.00

VII. Total comprehensive income                                        18,237,615.96                             -59,402,783.21


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


Chief of the accounting division: Yang Daoliang


5. Consolidated income statement for Jan.-Sept. 2013

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

                   Item                              Jan.-Sept. 2013                              Jan.-Sept. 2012

I. Total operating revenues                                        154,425,764.05                               149,738,319.71

Including: Sales income                                            154,425,764.05                               149,738,319.71

        Interest income

        Premium income

        Handling           charge     and
commission income

II. Total operating cost                                           266,654,230.88                               244,719,732.49

Including: Cost of sales                                           117,018,038.63                               108,730,640.46

        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                                     9,620,082.67                                11,301,987.61

       Selling and distribution expenses                                6,219,275.46                                 6,705,935.94

       Administrative expenses                                         69,925,679.95                                78,446,279.78

       Financial expenses                                              65,346,919.03                                47,616,949.88

       Asset impairment loss                                           -1,475,764.86                                -8,082,061.18

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



                                                                                                                               17
                                                    Report for the Third Quarter of 2013 of HaiNan Pearl River Holdings Co., Ltd.


        Gain/(loss) from investment (“-”
                                                                     2,355,087.76                                17,854,565.89
means loss)

Including: share of profits in associates
                                                                      -708,925.24                                  -688,189.29
and joint ventures

Foreign exchange gains (“-” means
loss)

III. Business profit (“-” means loss)                           -109,873,379.07                               -77,126,846.89

        Add: non-operating income                                    8,892,795.37                                   171,828.34

        Less: non-operating expense                                     75,427.15                                   140,237.95

Including: loss from non-current asset
                                                                        18,727.23
disposal

IV. Total profit (“-” means loss)                               -101,056,010.85                               -77,095,256.50

        Less: Income tax expense                                       208,612.05                                 1,872,560.35

V. Net profit (“-” means loss)                                  -101,264,622.90                               -78,967,816.85

        Including: Net profit achieved by
combined         parties        before    the
combinations

        Attributable to owners of the
                                                                    -98,456,113.55                              -78,783,414.04
Company

        Minority shareholders’ income                               -2,808,509.35                                 -184,402.81

VI. Earnings per share                                      --                                          --

        (I) Basic earnings per share                                         -0.23                                        -0.18

        (II) Diluted earnings per share                                      -0.23                                        -0.18

Ⅶ. Other comprehensive incomes                                      2,068,208.78                                10,611,681.59

Ⅷ. Total comprehensive incomes                                    -99,196,414.12                               -68,356,135.26

        Attributable to owners of the
                                                                   -96,387,904.77                               -68,171,732.45
Company

        Attributable       to        minority
                                                                     -2,808,509.35                                 -184,402.81
shareholders


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 for Jan.-Sept. 2013

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



                                                                                                                              18
                                                    Report for the Third Quarter of 2013 of HaiNan Pearl River Holdings Co., Ltd.


                      Item                           Jan.-Sept. 2013                              Jan.-Sept. 2012

I. Total sales                                                           872,616.60                                   868,007.30

Less: cost of sales                                                      266,695.20                                   266,695.20

Business taxes and surcharges                                             48,866.52                                    48,496.41

Distribution expenses                                                                                                    2,968.00

Administrative expenses                                                16,407,806.60                                16,416,375.91

Financial costs                                                        46,074,535.80                                27,302,414.28

Impairment loss                                                    -10,660,882.71                                   -2,293,543.42

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

Gain/(loss) from investment (“-” means
                                                                        2,392,715.76                            110,254,565.89
loss)

Including: income form investment on
                                                                         -671,297.24                                  -688,189.29
associates and joint ventures

II. Business profit (“-” means loss)                             -48,871,689.05                                   69,379,166.81

Add: non-business income                                                8,644,350.78

Less: non-business expense                                                  6,790.16                                     3,543.18

Including: loss from non-current asset
disposal

III. Total profit    (“-” means loss)                            -40,234,128.43                                   69,375,623.63

Less: income tax expense

IV. Net profit      (“-” means loss)                             -40,234,128.43                                   69,375,623.63

V. Earnings per share                                      --                                            --

(I) Basic earnings per share                                                      0                                            0

(II) Diluted earnings per share                                                   0                                            0

VI. Other comprehensive income                                          2,068,208.78                                10,611,681.59

VII. Total comprehensive income                                    -38,165,919.65                                   79,987,305.22


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 for Jan.-Sept. 2013

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

                      Item                           Jan.-Sept. 2013                              Jan.-Sept. 2012



                                                                                                                               19
                                                   Report for the Third Quarter of 2013 of HaiNan Pearl River Holdings Co., Ltd.


I. Cash flows from operating activities:

  Cash       received        from    sale     of
                                                                  150,363,104.72                               134,531,557.50
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
                                                                   31,350,987.80                                18,020,154.87
operating activities

Subtotal of cash inflows from operating
                                                                  181,714,092.52                               152,551,712.37
activities

  Cash paid for goods and services                                 63,227,126.91                                51,505,073.86

  Net increase of customer lendings
and advances

  Net increase of funds deposited in the
central bank and amount due from
banks

  Cash for paying claims of the original
insurance contracts

  Cash for paying interest, handling
charges and commissions



                                                                                                                             20
                                                     Report for the Third Quarter of 2013 of HaiNan Pearl River Holdings Co., Ltd.


   Cash for paying policy dividends

   Cash paid to and for employees                                    90,916,572.94                                78,753,886.41

   Various taxes paid                                                16,193,706.56                                18,782,038.75

   Other cash payment relating to
                                                                     76,165,461.24                                73,666,224.43
operating activities

Subtotal        of     cash    outflows       from
                                                                    246,502,867.65                               222,707,223.45
operating activities

Net cash flows from operating activities                            -64,788,775.13                               -70,155,511.08

II. Cash flows from investing activities:

   Cash received from withdrawal of
                                                                     35,000,000.00                                44,400,000.00
investments

   Cash       received        from   return    on
                                                                      3,064,013.00
investments

   Net cash received from disposal of
fixed assets, intangible assets and other                               629,757.00                                21,515,827.27
long-term assets

   Net cash received from disposal of
subsidiaries or other business units

       Other cash received relating to
                                                                       5,647,661.11                                8,718,575.65
investing activities

          Subtotal of cash inflows from
                                                                     44,341,431.11                                74,634,402.92
investing activities

   Cash paid to acquire fixed assets,
intangible assets and other long-term                                16,435,653.66                                84,323,600.71
assets

   Cash paid for investment                                          33,000,000.00                                55,000,000.00

   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
                                                                     49,435,653.66                               139,323,600.71
investing activities

Net cash flows from investing activities                              -5,094,222.55                              -64,689,197.79

III.     Cash        Flows    from     Financing
Activities:

       Cash      received       from      capital
                                                                      2,100,000.00
contributions


                                                                                                                               21
                                                    Report for the Third Quarter of 2013 of HaiNan Pearl River Holdings Co., Ltd.


    Including:      Cash   received   from
minority shareholder investments by                                     2,100,000.00                                         0.00
subsidiaries

    Cash received from borrowings                                  379,000,000.00                               602,400,000.00

    Cash received from issuance of
bonds

    Other cash received relating to
                                                                        1,300,000.00
financing activities

Subtotal of cash inflows from financing
                                                                   382,400,000.00                               602,400,000.00
activities

    Repayment of borrowings                                        262,000,000.00                               303,900,000.00

    Cash paid for interest expenses and
                                                                       40,650,248.94                                40,662,348.75
distribution of dividends or profit

     Including: dividends or profit paid
by subsidiaries to minority shareholders

     Other cash payments relating to
                                                                       16,841,771.15                                25,159,100.00
financing activities

Sub-total      of   cash   outflows   from
                                                                   319,492,020.09                               369,721,448.75
financing activities

Net cash flows from financing activities                               62,907,979.91                            232,678,551.25

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

V. Net increase in cash and cash
                                                                       -6,975,017.77                                97,833,842.38
equivalents

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

VI. Closing balance of cash and cash
                                                                       58,787,853.56                            150,341,686.11
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 for Jan.-Sept. 2013

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

                    Item                             Jan.-Sept. 2013                              Jan.-Sept. 2012

I. Cash flows from operating activities:



                                                                                                                               22
                                                  Report for the Third Quarter of 2013 of HaiNan Pearl River Holdings Co., Ltd.


  Cash       received      from    sale      of
                                                                     885,215.20                                          0.00
commodities and rendering of service

  Tax refunds received

  Other cash        received relating to
                                                                  57,930,297.95                                 6,676,569.64
operating activities

Subtotal of cash inflows from operating
                                                                  58,815,513.15                                 6,676,569.64
activities

  Cash paid for goods and services

  Cash paid to and for employees                                   4,332,624.69                                 3,690,573.44

  Various taxes paid                                                 865,562.55                                   394,820.10

  Other cash payment relating to
                                                                  17,887,380.95                               113,562,093.74
operating activities

Subtotal      of   cash    outflows        from
                                                                  23,085,568.19                               117,647,487.28
operating activities

Net cash flows from operating activities                          35,729,944.96                              -110,970,917.64

II. Cash flows from investing activities:

  Cash received from retraction of
                                                                  35,000,000.00                                45,400,000.00
investments

  Cash       received     from    return    on
                                                                   3,064,013.00
investments

  Net cash received from disposal of
fixed assets, intangible assets and other                                                                      20,932,029.27
long-term assets

  Net cash received from disposal of
subsidiaries or other business units

     Other cash received relating to
                                                                    5,647,661.11                                8,718,575.65
investing activities

         Subtotal of cash inflows from
                                                                  43,711,674.11                                75,050,604.92
investing activities

  Cash paid to acquire fixed assets,
intangible assets and other long-term                                277,435.00                                    94,496.00
assets

  Cash paid for investment                                       103,329,500.00                               153,100,000.00

  Net cash paid to acquire subsidiaries
and other business units

  Other cash payments relating to
investing activities

Subtotal      of   cash    outflows        from                  103,606,935.00                               153,194,496.00


                                                                                                                            23
                                                  Report for the Third Quarter of 2013 of HaiNan Pearl River Holdings Co., Ltd.


investing activities

Net cash flows from investing activities                         -59,895,260.89                               -78,143,891.08

III.     Cash    Flows      from    Financing
Activities:

       Cash     received     from       capital
contributions

       Cash received from borrowings                             322,000,000.00                               488,300,000.00

       Cash received from issuance of
bonds

       Other cash received relating to
financing activities

Subtotal of cash inflows from financing
                                                                 322,000,000.00                               488,300,000.00
activities

       Repayment of borrowings                                   250,000,000.00                               246,300,000.00

       Cash paid for interest expenses and
                                                                  30,607,788.83                                28,250,655.26
distribution of dividends or profit

        Other cash payments relating to
                                                                  12,641,771.15                                21,659,100.00
financing activities

Sub-total       of   cash    outflows    from
                                                                 293,249,559.98                               296,209,755.26
financing activities

Net cash flows from financing activities                          28,750,440.02                               192,090,244.74

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

V. Net increase in cash and cash
                                                                   4,585,124.09                                 2,975,436.02
equivalents

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

VI. Closing balance of cash and cash
                                                                   7,226,421.54                                 3,491,391.61
equivalents


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


Chief of the accounting division: Yang Daoliang


II. Audit report

Is this report audited?
□ Yes √ No
This report is not audited.



                                                                                                                            24