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珠江B:2015年第三季度报告全文(英文版)2015-10-31  

						             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.




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                                                           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


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                                                       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



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                                                         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.



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                                                         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




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                                                      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


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                                                    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.




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                                                    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:


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                                           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



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                                               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


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                                         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




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                                                  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



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                                                     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