Report for the Third Quarter of 2015 of HaiNan Pearl River Holdings Co., Ltd. HaiNan Pearl River Holdings Co., Ltd. Report for the Third Quarter of 2015 October 2015 1 Report for the Third Quarter of 2015 of HaiNan Pearl River Holdings Co., Ltd. Section I. Important Reminders I. Significant risk reminder According to the Report for the Third Quarter of 2015 (unaudited), the unaudited total assets of the Company and the net assets attributable to the shareholders of the Company as at 30 Sept. 2015 stood at RMB 1,759,684,394.92 and RMB -143,749,900.57 respectively. If the Company continues to suffer a loss in its operation for the year of 2015, a delisting risk warning shall be imposed on the stock of the Company. Investors are kindly reminded to pay attention to possible risks and invest wisely. II. 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. All directors have attended the board session for reviewing this report. Zheng Qing, company principal, and Yang Daoliang, chief of the accounting work and Wu Xiukun, chief of the accounting organ (chief of accounting), hereby confirm that the Financial Report enclosed in this report is 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 2015 of HaiNan Pearl River Holdings Co., Ltd. Section II. Financial Highlights & Changes in Shareholders I. Main accounting data and financial indicators 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 30 Sept. 2015 31 Dec. 2014 Increase/decrease (%) Total assets (RMB Yuan) 1,759,684,394.92 1,645,436,644.78 6.94% Net assets attributable to shareholders of the Company -143,749,900.57 15,564,470.40 -1,023.58% (RMB Yuan) YoY increase/decrease YoY increase/decrease Jul.-Sept. 2015 Jan.-Sept. 2015 (%) (%) Operating revenues (RMB Yuan) 52,075,049.26 10.86% 188,192,878.45 9.63% Net profit attributable to shareholders of the Company -55,679,400.37 -32.58% -34,186,775.34 71.23% (RMB Yuan) Net profit attributable to shareholders of the Company after -58,786,624.64 -40.01% -162,582,937.77 -35.52% extraordinary gains and losses (RMB Yuan) Net cash flows from operating -- -- 149,194,827.78 184.05% activities (RMB Yuan) Basic EPS (RMB Yuan/share) -0.13 -30.00% -0.08 71.43% Diluted EPS (RMB Yuan/share) -0.13 -30.00% -0.08 71.43% Weighted average ROE (%) 0.00% 23.82% 0.00% 51.97% Items and amounts of extraordinary gains and losses √Applicable □Inapplicable Unit: RMB Yuan Item Amount as of Jan.-Sept. 2015 Note Gains/losses on the disposal of non-current assets (including the 2,785,222.20 offset part of the asset impairment provisions) Capital occupation charges on non-financial enterprises that are 951,854.08 recorded into current gains and losses Gains and losses on change in fair value from tradable financial assets and tradable financial liabilities, as well as investment 124,342,755.05 income from disposal of tradable financial assets and tradable 3 Report for the Third Quarter of 2015 of HaiNan Pearl River Holdings Co., Ltd. financial liabilities and financial assets available for sales except for effective hedging related with normal businesses of the Company Non-operating income and expense other than the above 326,286.02 Less: Income tax effects 8,913.14 Minority interests effects (after tax) 1,041.78 Total 128,396,162.43 -- 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 No such cases in the reporting period. II. Total number of shareholders at the period-end and shareholdings of top 10 shareholders 1. Total number of common shareholders at the period-end and shareholdings of top 10 common shareholders Unit: share Total number of common 46,431 shareholders at the period-end Shareholdings of top 10 common shareholders Number of Pledged or frozen shares Name of Nature of Shareholding Number of shares restricted shares shareholder shareholder percentage (%) held Status of shares Number of shares held Beijing Wanfa Real Estate State-owned 26.36% 112,479,478 Development corporation Co., Ltd. LI LEON ZHAN Foreign 2.38% 10,158,806 WEI individual YAO XIU Foreign 2.08% 8,855,929 GUANG individual Foreign Yao Liyuan 0.47% 2,005,600 individual Domestic Zhang Xiaoxie 0.46% 1,949,250 individual Domestic Wang Jianjun 0.44% 1,875,700 individual Xu Zhen Domestic 0.39% 1,647,500 4 Report for the Third Quarter of 2015 of HaiNan Pearl River Holdings Co., Ltd. individual South China Domestic Financial non-state-owned 0.30% 1,299,500 Company corporation Domestic Chen Mingwei 0.28% 1,210,000 individual Domestic Zuo Guilan 0.28% 1,200,000 individual Shareholdings of top 10 non-restricted common shareholders Variety of shares Name of shareholder Number of non-restricted common shares held Variety Number Beijing Wanfa Real Estate RMB ordinary 112,479,478 112,479,478 Development Co., Ltd. shares Domestically LI LEON ZHAN WEI 10,158,806 listed foreign 10,158,806 shares Domestically YAO XIU GUANG 8,855,929 listed foreign 8,855,929 shares Domestically Yao Liyuan 2,005,600 listed foreign 2,005,600 shares Overseas listed Zhang Xiaoxie 1,949,250 1,949,250 foreign shares RMB ordinary Wang Jianjun 1,875,700 1,875,700 shares RMB ordinary Xu Zhen 1,647,500 1,647,500 shares Domestically Chen Mingwei 1,210,000 listed foreign 1,210,000 shares RMB ordinary Zuo Guilan 1,200,000 1,200,000 shares RMB ordinary He Zeji 951,900 951,900 shares Explanation on associated Among shareholders above, there exists no related-party relationship between the principal relationship or persons acting in shareholder and other shareholders of the Company. Nor they are parties with concerted concert among the above-mentioned action as prescribed in the Information Disclosure Administrative Methods for Changes in shareholders Shareholding of Shareholders of Listed Companies. And it is unknown whether there is 5 Report for the Third Quarter of 2015 of HaiNan Pearl River Holdings Co., Ltd. related-party relationship among other shareholders and whether they are prescribed parties with concerted action. The shareholder, Wang Jianjun held 1,875,700 shares of the Company through the customer credit collateral securities trading account of Nanjing Securities Co., Ltd., and shareholder, Top 10 common shareholders taking Zuo Guilan, except for holding 720,000 shares of the Company through the ordinary security part in securities margin trading (if account, also held 480,000 shares of the Company through the customer credit collateral any) securities trading account of Guoyuan Securities Co., Ltd. with the actual total amount of 1,200,000 shares. Did any of the top 10 common shareholders or the top 10 non-restricted common shareholders of the Company conduct any promissory repo during the reporting period? □ Yea √ No No such cases in the reporting period. 2. Total number of preferred shareholders at the period-end and shareholdings of top 10 preferred shareholders □ Applicable √ Inapplicable 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 □ Applicable √ Inapplicable II. Progress and influence of significant events, as well as the analysis and explanation on solutions √ Applicable □ Inapplicable For details, please refer to relevant announcement Index to the relevant Overview of the significant event Date of disclosure announcement disclosed on the website The Company’s significant loan contract signed with Chongqing China Securities Journal, Ta Kung 27 Sep. 2012 International Trust Co., Ltd. was due on 28 Sep. 2015, in line with Pao, www.cninfo.com.cn, the agreements, the Company should pay the loan principal, China Securities Journal, Ta Kung interest and financial consulting fees and other relevant expenses 10 Oct. 2014 Pao, www.cninfo.com.cn, in total of RMB255, 993,502.88, after negotiation, Chongqing International Trust Co., Ltd. agree to roll over the debt to the date China Securities Journal, Ta Kung of 20 Dec. 2015, during the period, the Company was actively 10 Oct. 2014 Pao, www.cninfo.com.cn, raising fund and amortized it. 6 Report for the Third Quarter of 2015 of HaiNan Pearl River Holdings Co., Ltd. On 23 Aug. 2013, the Japanese company( hereinafter as Party A) signed Co-operation Frame Agreement about the Original Pipe Pile Real Estate Development Project(Tentative name)with China Great Land Holdings Ltd.(Singapore) ( hereinafter as Party B),agreed that the Company in a way of investing RMB50 million as assignee to obtain 80% share equity of Sanya Pearl River Pipe Pile Co., Ltd held by China Great Land Holdings Ltd.(Singapore)cooperated with Party B and made Sanya Pearl River Pipe Pile Co., Ltd. ( hereinafter as Target Company) as the development subject, developed and constructed the Original Pipe Pile Real Estate Development Project(Tentative name) ( hereinafter as the Project) which located at the target company China Securities Journal, Ta Kung 28 Aug. 2013 production plant, due to the historical problem, the Target Pao, www.cninfo.com.cn, Company failed to gain the (Industrial land) land use right license during the agreement signing period, the Company, before and after, had paid RMB30 million ,after the (Industrial land)land use right license was obtained, the Company would paid equity transfer fee RMB20 million, and the Company became as the shareholder of Target Company with holding of 80% share equity. During the reporting period, the Target Company had obtained (Industrial land) land use right license, the Company in line with the agreement, paid RMB20 million for the equity transfer, in recently, the shareholding modification formalities of the Target Company is under processing. 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 No such commitments in the reporting period. IV. Predict the 2015 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 □Applicable √Inapplicable There was no securities investment in the Company 7 Report for the Third Quarter of 2015 of HaiNan Pearl River Holdings Co., Ltd. VI. Shareholdings in other listed companies □Applicable √Inapplicable There was no shareholding in other listed companies in the Company VII. Investments in derivatives □Applicable √Inapplicable The Company did not invest in any derivative in the reporting period. VIII. Researches, visits and interviews received in the reporting period √Applicable □Inapplicable Main discussion and Time Place Way of reception Visitor type Visitor materials provided by the Company Inquiry of the progress of Security 15 Jul. 2015 Other Individual Individual investor the coal project of Mulin department Town, already replied. Known about the published Security advance notice of the 24 Jul. 2015 Other Individual Individual investor department Company performance already replied. Inquiry of name lists of Security 30 Aug. 2015 Other Individual Individual investor shareholders of the department Company, already replied. Inquiry of whether the big shareholders of the Security Company plan to increase 9 Sep. 2015 Other Individual Individual investor department shareholding of the Company or not, already replied. IX. Violation external guarantee □Applicable √Inapplicable The Company did not have any violation external guarantee in the reporting period. X. Non-operating capital occupying to the listed company from controlling shareholders and its related parties □Applicable √Inapplicable 8 Report for the Third Quarter of 2015 of HaiNan Pearl River Holdings Co., Ltd. There was no non-operating capital occupying to the listed company from controlling shareholders and its related parties in the reporting period. 9 Report for the Third Quarter of 2015 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 245,541,989.78 97,404,192.62 Settlement reserves Intra-group lendings Financial assets measured at fair value of which changes are recorded in current profits and losses Derivative financial assets Notes receivable Accounts receivable 14,275,779.54 12,378,292.44 Accounts paid in advance 147,411,455.28 128,625,359.78 Premiums receivable Reinsurance premiums receivable Receivable reinsurance contract reserves Interest receivable Dividend receivable 260,015.00 260,015.00 Other accounts receivable 276,918,024.71 238,352,004.55 Financial assets purchased under agreements to resell Inventories 483,271,424.89 386,635,994.05 Assets held for sale Non-current assets due within 1 year Other current assets 4,500,000.00 Total current assets 1,172,178,689.20 863,655,858.44 Non-current assets: 10 Report for the Third Quarter of 2015 of HaiNan Pearl River Holdings Co., Ltd. Loans by mandate and advances granted Available-for-sale financial assets 11,411,309.90 184,158,809.90 Held-to-maturity investments Long-term accounts receivable Long-term equity investment 35,585,407.76 35,961,754.63 Investing real estate 21,168,212.77 22,228,615.23 Fixed assets 416,859,809.63 436,892,954.81 Construction in progress 61,452,090.05 57,013,898.46 Engineering materials 393,706.60 393,706.60 Disposal of fixed assets Production biological assets Oil-gas assets Intangible assets 29,801,945.66 30,660,800.67 R&D expense Goodwill Long-term deferred expenses 9,251,383.35 12,888,406.04 Deferred income tax assets Other non-current assets 1,581,840.00 1,581,840.00 Total of non-current assets 587,505,705.72 781,780,786.34 Total assets 1,759,684,394.92 1,645,436,644.78 Current liabilities: Short-term borrowings 19,000,000.00 19,000,000.00 Borrowings from the Central Bank Customer bank deposits and due to banks and other financial institutions Intra-group borrowings Financial liabilities measured at fair value of which changes are recorded in current profits and losses Derivative financial liabilities Notes payable Accounts payable 23,856,968.44 58,578,620.48 Accounts received in advance 309,114,292.22 28,572,757.37 Financial assets sold and repurchased 11 Report for the Third Quarter of 2015 of HaiNan Pearl River Holdings Co., Ltd. Handling charges and commissions payable Payroll payable 11,463,027.66 9,689,999.71 Tax payable -2,992,093.23 4,603,277.48 Interest payable 163,262,377.46 122,400,850.73 Dividend payable 3,213,302.88 3,213,302.88 Other accounts payable 544,278,695.21 780,359,522.08 Reinsurance premiums payable Insurance contract reserves Payables for acting trading of securities Payables for acting underwriting of securities Liabilities held for sale Non-current liabilities due within 1 416,565,035.32 249,471,973.56 year Other current liabilities Total current liabilities 1,487,761,605.96 1,275,890,304.29 Non-current liabilities: Long-term borrowings 416,750,000.01 327,303,532.52 Bonds payable Of which: preference shares Perpetual bonds Long-term payables Long-term payroll payables Specific payables Estimated liabilities Deferred income Deferred income tax liabilities 674,902.10 23,187,756.33 Other non-current liabilities Total non-current liabilities 417,424,902.11 350,491,288.85 Total liabilities 1,905,186,508.07 1,626,381,593.14 Owners’ equity: Share capital 426,745,404.00 426,745,404.00 Other equity instruments 12 Report for the Third Quarter of 2015 of HaiNan Pearl River Holdings Co., Ltd. Of which: preference shares Perpetual bonds Capital reserves 334,690,837.45 334,690,837.45 Less: Treasury stock Other comprehensive income 125,127,595.63 Specific reserves Surplus reserves 109,487,064.39 109,487,064.39 Provisions for general risks Retained profits -1,014,673,206.41 -980,486,431.07 Total equity attributable to owners of -143,749,900.57 15,564,470.40 the Company Minority interests -1,752,212.58 3,490,581.24 Total owners’ equity -145,502,113.15 19,055,051.64 Total liabilities and owners’ equity 1,759,684,394.92 1,645,436,644.78 Legal representative: Zheng Qing Chief of the accounting work: Yang Daoliang Chief of the accounting organ: Wu Xiukun 2. Balance sheet of the Company Unit: RMB Yuan Item Closing balance Opening balance Current assets: Monetary funds 35,829,820.97 2,034,649.76 Financial assets measured at fair value of which changes are recorded in current profits and losses Derivative financial assets Notes receivable Accounts receivable 3,662,491.00 3,435,478.16 Accounts paid in advance 50,277,830.00 50,240,000.00 Interest receivable Dividend receivable 260,015.00 260,015.00 Other accounts receivable 726,107,480.83 818,584,850.46 Inventories 4,824,035.45 4,824,035.45 Assets held for sale 13 Report for the Third Quarter of 2015 of HaiNan Pearl River Holdings Co., Ltd. Non-current assets due within 1 year Other current assets Total current assets 820,961,673.25 879,379,028.83 Non-current assets: Available-for-sale financial assets 11,411,309.90 184,158,809.90 Held-to-maturity investments Long-term accounts receivable Long-term equity investment 293,633,624.11 293,884,905.62 Investing real estate 6,761,713.28 6,988,540.73 Fixed assets 13,691,091.86 14,623,874.13 Construction in progress Engineering materials Disposal of fixed assets Production biological assets Oil-gas assets Intangible assets 1,421,965.59 1,457,713.32 R&D expense Goodwill Long-term deferred expenses 675,157.76 855,107.00 Deferred income tax assets Other non-current assets Total of non-current assets 327,594,862.50 501,968,950.70 Total assets 1,148,556,535.75 1,381,347,979.53 Current liabilities: Short-term borrowings Financial liabilities measured at fair value of which changes are recorded in current profits and losses Derivative financial liabilities Notes payable Accounts payable 2,482,949.70 2,482,949.70 Accounts received in advance 37,790.04 98,945.30 Payroll payable 908,563.20 674,051.54 Tax payable 8,439,138.71 2,995,939.00 Interest payable 101,367,312.66 75,566,328.92 14 Report for the Third Quarter of 2015 of HaiNan Pearl River Holdings Co., Ltd. Dividend payable 3,213,302.88 3,213,302.88 Other accounts payable 400,092,854.20 576,422,782.11 Liabilities held for sale Non-current liabilities due within 1 361,008,839.42 196,805,306.92 year Other current liabilities Total current liabilities 877,550,750.81 858,259,606.37 Non-current liabilities: Long-term borrowings 130,303,532.50 Bonds payable Of which: preference shares Perpetual bonds Long-term payables Long-term payroll payables Specific payables Estimated liabilities Deferred income Deferred income tax liabilities 22,512,854.23 Other non-current liabilities Total non-current liabilities 152,816,386.73 Total liabilities 877,550,750.81 1,011,075,993.10 Owners’ equity: Share capital 426,745,404.00 426,745,404.00 Other equity instruments Of which: preference shares Perpetual bonds Capital reserves 337,276,496.52 337,276,496.52 Less: Treasury stock Other comprehensive income 125,127,595.63 Specific reserves Surplus reserves 109,487,064.39 109,487,064.39 Retained profits -602,503,179.97 -628,364,574.11 Total owners’ equity 271,005,784.94 370,271,986.43 Total liabilities and owners’ equity 1,148,556,535.75 1,381,347,979.53 15 Report for the Third Quarter of 2015 of HaiNan Pearl River Holdings Co., Ltd. 3. Consolidated income statement for the reporting period Unit: RMB Yuan Item Jul.-Sept. 2015 Jul.-Sept. 2014 I. Operating revenues 52,075,049.26 46,972,357.01 Including: Sales income 52,075,049.26 46,972,357.01 Interest income Premium income Handling charge and commission income II. Operating costs 112,793,079.31 90,001,936.72 Including: Cost of sales 48,194,923.75 41,230,238.81 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 3,144,973.46 2,719,104.56 Selling and distribution expenses 5,618,287.17 852,944.57 Administrative expenses 22,470,370.76 22,396,268.46 Financial expenses 33,121,297.45 24,976,938.18 Asset impairment loss 243,226.72 -2,173,557.86 Add: Gain/(loss) from change in fair value (“-” means loss) Gain/(loss) from investment (“-” -170,958.57 101,504.43 means loss) Including: share of profits in -45,893.21 148,587.74 associates and joint ventures Foreign exchange gains (“-” means loss) III. Business profit (“-” means loss) -60,888,988.62 -42,928,075.28 Add: non-operating income 2,858,976.66 -3,763.51 16 Report for the Third Quarter of 2015 of HaiNan Pearl River Holdings Co., Ltd. Including: Gains on disposal of non-current assets Less: non-operating expense 61,166.68 328,712.23 Including: Losses on disposal of 24,864.21 2,311.83 non-current assets IV. Total profit (“-” means loss) -58,091,178.64 -43,260,551.02 Less: Income tax expense -20,335.42 248.51 V. Net profit (“-” means loss) -58,070,843.22 -43,260,799.53 Net profit attributable to owners of -55,679,400.37 -41,996,808.97 the Company Minority shareholders’ income -2,391,442.85 -1,263,990.56 VI. After-tax net amount of other 11,566,875.00 comprehensive incomes After-tax net amount of other comprehensive incomes attributable to 11,566,875.00 owners of the Company (I) Other comprehensive incomes that will not be reclassified into gains and losses 1. Changes in net liabilities or assets with a defined benefit plan upon re-measurement 2. Enjoyable shares in other comprehensive incomes in investees that cannot be reclassified into gains and losses under the equity method (II) Other comprehensive incomes that will be reclassified into gains and 11,566,875.00 losses 1. Enjoyable shares in other comprehensive incomes in investees that will be reclassified into gains and losses under the equity method 2. Gains and losses on fair value changes of available-for-sale 11,566,875.00 financial assets 3. Gains and losses on reclassifying held-to-maturity investments into available-for-sale 17 Report for the Third Quarter of 2015 of HaiNan Pearl River Holdings Co., Ltd. financial assets 4. Effective hedging gains and losses on cash flows 5. Foreign-currency financial statement translation difference 6. Other After-tax net amount of other comprehensive incomes attributable to minority shareholders VII. Total comprehensive incomes -58,070,843.22 -31,693,924.53 Attributable to owners of the -55,679,400.37 -30,429,933.97 Company Attributable to minority -2,391,442.85 -1,263,990.56 shareholders VIII. Earnings per share (I) Basic earnings per share -0.13 -0.10 (II) Diluted earnings per share -0.13 -0.10 Where business mergers under the same control occurred in the reporting period, the net profit achieved by the merged parties before the business mergers was RMB 0.00, with the corresponding amount for the same period of last year being RMB 0.00. Legal representative: Zheng Qing Chief of the accounting work: Yang Daoliang Chief of the accounting organ: Wu Xiukun 4. Income statement of the Company for the reporting period Unit: RMB Yuan Item Jul.-Sept. 2015 Jul.-Sept. 2014 I. Total sales 213,100.69 256,035.63 Less: cost of sales 27,736,986.46 18,439,829.97 Business taxes and surcharges 7,524.92 10,978.01 Distribution expenses Administrative expenses 3,156,663.57 2,921,519.16 Financial costs 24,073,303.54 15,406,762.60 Impairment loss 410,596.03 11,671.80 Add: gain/(loss) from change in fair value (“-” means loss) Gain/(loss) from investment (“-” -125,867.27 -92,929.94 18 Report for the Third Quarter of 2015 of HaiNan Pearl River Holdings Co., Ltd. means loss) Including: income from investment -125,867.27 -92,929.94 on associates and joint ventures II. Business profit (“-” means loss) -27,649,753.04 -18,276,724.28 Add: non-operating income Including: Gains on disposal of non-current assets Less: non-operating expense 24,864.21 846.74 Including: Losses on disposal of 24,864.21 non-current assets III. Total profit (“-” means loss) -27,674,617.25 -18,277,571.02 Less: Income tax expense IV. Net profit (“-” means loss) -27,674,617.25 -18,277,571.02 V. After-tax net amount of other 11,566,875.00 comprehensive incomes (I) Other comprehensive incomes that will not be reclassified into gains and losses 1. Changes in net liabilities or assets with a defined benefit plan upon re-measurement 2. Enjoyable shares in other comprehensive incomes in investees that cannot be reclassified into gains and losses under the equity method (II) Other comprehensive incomes that will be reclassified into gains and 11,566,875.00 losses 1. Enjoyable shares in other comprehensive incomes in investees that will be reclassified into gains and losses under the equity method 2. Gains and losses on fair value changes of available-for-sale financial 11,566,875.00 assets 3. Gains and losses on reclassifying held-to-maturity investments into available-for-sale financial assets 19 Report for the Third Quarter of 2015 of HaiNan Pearl River Holdings Co., Ltd. 4. Effective hedging gains and losses on cash flows 5. Foreign-currency financial statement translation difference 6. Other VI. Total comprehensive incomes -27,674,617.25 -6,710,696.02 VII. Earnings per share (I) Basic earnings per share (II) Diluted earnings per share 5. Consolidated income statement for Jan.-Sept. 2015 Unit: RMB Yuan Item Jan.-Sept. 2015 Jan.-Sept. 2014 I. Operating revenues 188,192,878.45 171,656,857.80 Including: Sales income 188,192,878.45 171,656,857.80 Interest income Premium income Handling charge and commission income II. Operating costs 338,866,589.17 294,539,856.73 Including: Cost of sales 148,932,265.62 132,986,396.81 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 10,776,972.93 10,024,253.71 Selling and distribution expenses 8,424,409.14 3,275,897.05 Administrative expenses 70,997,749.28 76,954,289.37 Financial expenses 98,672,199.56 75,819,586.76 Asset impairment loss 1,062,992.64 -4,520,566.97 20 Report for the Third Quarter of 2015 of HaiNan Pearl River Holdings Co., Ltd. Add: Gain/(loss) from change in fair value (“-” means loss) Gain/(loss) from investment (“-” 123,966,408.18 494,853.77 means loss) Including: share of profits in -251,281.51 -439,572.42 associates and joint ventures Foreign exchange gains (“-” means loss) III. Business profit (“-” means loss) -26,707,302.54 -122,388,145.16 Add: non-operating income 3,367,510.52 67,584.70 Including: Gains on disposal of 2,810,086.41 non-current assets Less: non-operating expense 256,002.30 832,523.16 Including: Losses on disposal of 24,864.21 2,311.83 non-current assets IV. Total profit (“-” means loss) -23,595,794.32 -123,153,083.62 Less: Income tax expense 15,833,774.84 136,184.23 V. Net profit (“-” means loss) -39,429,569.16 -123,289,267.85 Net profit attributable to owners of -34,186,775.34 -118,846,568.80 the Company Minority shareholders’ income -5,242,793.82 -4,442,699.05 VI. After-tax net amount of other -125,127,595.63 3,545,625.00 comprehensive incomes After-tax net amount of other comprehensive incomes attributable to -125,127,595.63 3,545,625.00 owners of the Company (I) Other comprehensive incomes that will not be reclassified into gains and losses 1. Changes in net liabilities or assets with a defined benefit plan upon re-measurement 2. Enjoyable shares in other comprehensive incomes in investees that cannot be reclassified into gains and losses under the equity method (II) Other comprehensive incomes -125,127,595.63 3,545,625.00 that will be reclassified into gains and 21 Report for the Third Quarter of 2015 of HaiNan Pearl River Holdings Co., Ltd. losses 1. Enjoyable shares in other comprehensive incomes in investees that will be reclassified into gains and losses under the equity method 2. Gains and losses on fair value changes of available-for-sale -125,127,595.63 3,545,625.00 financial assets 3. Gains and losses on reclassifying held-to-maturity investments into available-for-sale financial assets 4. Effective hedging gains and losses on cash flows 5. Foreign-currency financial statement translation difference 6. Other After-tax net amount of other comprehensive incomes attributable to minority shareholders VII. Total comprehensive incomes -164,557,164.79 -119,743,642.85 Attributable to owners of the -159,314,370.97 -115,300,943.80 Company Attributable to minority -5,242,793.82 -4,442,699.05 shareholders VIII. Earnings per share (I) Basic earnings per share -0.08 -0.28 (II) Diluted earnings per share -0.08 -0.28 Where business mergers under the same control occurred in this period, the net profit achieved by the merged parties before the business mergers was RMB 0.00, with the corresponding amount for the same period of last year being RMB 0.00. 6. Income statement of the Company for Jan.-Sept. 2015 Unit: RMB Yuan Item Jan.-Sept. 2015 Jan.-Sept. 2014 I. Total sales 725,171.95 764,493.39 Less: cost of sales 83,719,539.15 53,245,760.93 Business taxes and surcharges 29,480.94 32,731.67 Distribution expenses 22 Report for the Third Quarter of 2015 of HaiNan Pearl River Holdings Co., Ltd. Administrative expenses 11,214,452.02 12,262,413.57 Financial costs 71,787,389.46 46,476,199.37 Impairment loss 421,521.53 -5,792,278.88 Add: gain/(loss) from change in fair value (“-” means loss) Gain/(loss) from investment (“-” 124,091,473.54 490,427.58 means loss) Including: income from investment -251,281.51 -439,572.42 on associates and joint ventures II. Business profit (“-” means loss) 41,097,106.34 -51,990,839.96 Add: non-operating income Including: Gains on disposal of non-current assets Less: non-operating expense 25,441.43 1,520.22 Including: Losses on disposal of 24,864.21 non-current assets III. Total profit (“-” means loss) 41,071,664.91 -51,992,360.18 Less: Income tax expense 15,210,270.77 IV. Net profit (“-” means loss) 25,861,394.14 -51,992,360.18 V. After-tax net amount of other -125,127,595.63 3,545,625.00 comprehensive incomes (I) Other comprehensive incomes that will not be reclassified into gains and losses 1. Changes in net liabilities or assets with a defined benefit plan upon re-measurement 2. Enjoyable shares in other comprehensive incomes in investees that cannot be reclassified into gains and losses under the equity method (II) Other comprehensive incomes that will be reclassified into gains and -125,127,595.63 3,545,625.00 losses 1. Enjoyable shares in other comprehensive incomes in investees that will be reclassified into gains and losses under the equity method 23 Report for the Third Quarter of 2015 of HaiNan Pearl River Holdings Co., Ltd. 2. Gains and losses on fair value changes of available-for-sale financial -125,127,595.63 3,545,625.00 assets 3. Gains and losses on reclassifying held-to-maturity investments into available-for-sale financial assets 4. Effective hedging gains and losses on cash flows 5. Foreign-currency financial statement translation difference 6. Other VI. Total comprehensive incomes -99,266,201.49 -48,446,735.18 VII. Earnings per share (I) Basic earnings per share (II) Diluted earnings per share 7. Consolidated cash flow statement for Jan.-Sept. 2015 Unit: RMB Yuan Item Jan.-Sept. 2015 Jan.-Sept. 2014 I. Cash flows from operating activities: Cash received from sale of 464,057,196.56 168,677,691.27 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 financial assets measured at fair value of which changes are recorded into current gains 24 Report for the Third Quarter of 2015 of HaiNan Pearl River Holdings Co., Ltd. and losses 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 57,297,066.58 46,522,309.71 operating activities Subtotal of cash inflows from operating 521,354,263.14 215,200,000.98 activities Cash paid for goods and services 151,010,951.28 216,093,878.66 Net increase of customer lendings and advances Net increase of funds deposited in the central bank and amount due from banks Cash for paying claims of the original insurance contracts Cash for paying interest, handling charges and commissions Cash for paying policy dividends Cash paid to and for employees 125,685,631.00 110,506,572.34 Various taxes paid 28,830,818.66 14,998,983.36 Other cash payment relating to 66,632,034.42 51,117,508.46 operating activities Subtotal of cash outflows from 372,159,435.36 392,716,942.82 operating activities Net cash flows from operating activities 149,194,827.78 -177,516,941.84 II. Cash flows from investing activities: Cash received from withdrawal of 143,040,794.42 36,060,000.00 investments Cash received from return on 37,638.27 investments Net cash received from disposal of fixed assets, intangible assets and other 2,776,032.92 1,431,297.50 long-term assets 25 Report for the Third Quarter of 2015 of HaiNan Pearl River Holdings Co., Ltd. Net cash received from disposal of subsidiaries or other business units Other cash received relating to 13,871.23 investing activities Subtotal of cash inflows from investing 145,816,827.34 37,542,807.00 activities Cash paid to acquire fixed assets, intangible assets and other long-term 18,128,819.64 74,743,707.79 assets Cash paid for investment 28,169,000.00 8,000,000.00 Net increase of pledged loans Net cash paid to acquire subsidiaries and other business units Other cash payments relating to 11,200,000.00 investing activities Subtotal of cash outflows from 46,297,819.64 93,943,707.79 investing activities Net cash flows from investing activities 99,519,007.70 -56,400,900.79 III. Cash Flows from Financing Activities: Cash received from capital 10,000,000.00 contributions Including: Cash received from minority shareholder investments by 0.00 10,000,000.00 subsidiaries Cash received from borrowings 366,470,000.00 360,251,611.00 Cash received from issuance of bonds Other cash received relating to 37,177,853.73 financing activities Subtotal of cash inflows from financing 403,647,853.73 370,251,611.00 activities Repayment of borrowings 419,096,522.50 81,561,359.75 Cash paid for interest expenses and 62,543,953.15 27,395,486.41 distribution of dividends or profit Including: dividends or profit paid by subsidiaries to minority shareholders Other cash payments relating to 22,583,416.40 26,291,122.74 26 Report for the Third Quarter of 2015 of HaiNan Pearl River Holdings Co., Ltd. financing activities Sub-total of cash outflows from 504,223,892.05 135,247,968.90 financing activities Net cash flows from financing activities -100,576,038.32 235,003,642.10 IV. Effect of foreign exchange rate changes on cash and cash equivalents V. Net increase in cash and cash 148,137,797.16 1,085,799.47 equivalents Add: Opening balance of cash and 97,404,192.62 62,362,242.69 cash equivalents VI. Closing balance of cash and cash 245,541,989.78 63,448,042.16 equivalents 8. Cash flow statement of the Company for Jan.-Sept. 2015 Unit: RMB Yuan Item Jan.-Sept. 2015 Jan.-Sept. 2014 I. Cash flows from operating activities: Cash received from sale of 1,369,936.85 1,072,726.00 commodities and rendering of service Tax refunds received Other cash received relating to 242,033,473.56 9,706,686.76 operating activities Subtotal of cash inflows from operating 243,403,410.41 10,779,412.76 activities Cash paid for goods and services Cash paid to and for employees 4,235,688.39 3,664,015.28 Various taxes paid 345,917.48 586,046.67 Other cash payment relating to 58,308,985.30 44,209,303.65 operating activities Subtotal of cash outflows from 62,890,591.17 48,459,365.60 operating activities Net cash flows from operating activities 180,512,819.24 -37,679,952.84 II. Cash flows from investing activities: Cash received from withdrawal of 139,371,794.42 36,060,000.00 investments Cash received from return on investments 27 Report for the Third Quarter of 2015 of HaiNan Pearl River Holdings Co., Ltd. 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 investing activities Subtotal of cash inflows from investing 139,371,794.42 36,060,000.00 activities Cash paid to acquire fixed assets, intangible assets and other long-term 6,199.00 6,560.00 assets Cash paid for investment 57,788,000.00 29,500,000.00 Net cash paid to acquire subsidiaries and other business units Other cash payments relating to investing activities Subtotal of cash outflows from 57,794,199.00 29,506,560.00 investing activities Net cash flows from investing activities 81,577,595.42 6,553,440.00 III. Cash Flows from Financing Activities: Cash received from capital contributions Cash received from borrowings 95,978,000.00 65,401,611.00 Cash received from issuance of bonds Other cash received relating to financing activities Subtotal of cash inflows from financing 95,978,000.00 65,401,611.00 activities Repayment of borrowings 283,305,910.83 17,194,693.08 Cash paid for interest expenses and 31,719,616.22 11,956,273.88 distribution of dividends or profit Other cash payments relating to 9,247,716.40 6,696,502.74 financing activities Sub-total of cash outflows from 324,273,243.45 35,847,469.70 financing activities 28 Report for the Third Quarter of 2015 of HaiNan Pearl River Holdings Co., Ltd. Net cash flows from financing activities -228,295,243.45 29,554,141.30 IV. Effect of foreign exchange rate changes on cash and cash equivalents V. Net increase in cash and cash 33,795,171.21 -1,572,371.54 equivalents Add: Opening balance of cash and 2,034,649.76 1,650,620.37 cash equivalents VI. Closing balance of cash and cash 35,829,820.97 78,248.83 equivalents II. Auditor’s report Is this report audited? □ Yes √ No This report is not audited. 29