HaiNan Pearl River Holdings Co., Ltd. Third Quarter Report 2016 HAINAN PEARL RIVER HOLDINGS CO., LTD. THIRD QUARTER REPORT 2016 October 2016 1 HaiNan Pearl River Holdings Co., Ltd. Third Quarter Report 2016 Section I Important Statements 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. Wang Chunli, company principal, Guan Ying, 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 HaiNan Pearl River Holdings Co., Ltd. Third Quarter Report 2016 Section II Financial Highlights & Shareholder Changes I Highlights of accounting data and financial indicators Whether the Company performs any retroactive adjustments to or restatements of its accounting data of last year due to change in accounting policies or correction of accounting errors □ Yes √ No 30 September 2016 31 December 2015 +/- (%) Total assets (RMB) 1,905,501,859.63 1,714,444,000.65 11.14% Net assets attributable to shareholders of the Company -307,928,239.56 -217,136,869.15 -41.81% (RMB) July-September January-September YoY +/- (%) YoY +/- (%) 2016 2016 Operating revenues (RMB) 68,143,078.33 30.86% 217,175,606.73 15.40% Net profit attributable to shareholders of the Company -43,420,775.53 22.02% -90,791,370.41 -165.57% (RMB) Net profit attributable to shareholders of the Company -44,205,595.65 24.80% -129,970,101.32 20.06% excluding exceptional profit and loss (RMB) Net cash flows from operating -- -- 173,185,063.30 16.08% activities (RMB) Basic earnings per share -0.10 23.08% -0.21 -162.50% (RMB/share) Diluted earnings per share -0.10 23.08% -0.21 -162.50% (RMB/share) Weighted average return on 0.00% 0.00% 0.00% 0.00% equity (%) Unit: RMB Item January-September 2016 Note Profit/loss on disposal of non-current assets (including offset 284,912.66 amount of asset impairment provisions) Capital occupation charges on non-financial enterprises that are 4,368,243.68 charged to the profit/loss for the Reporting Period Non-operating income and expense other than the above -3,682,689.74 Other profit/loss that meet the definition of exceptional 38,155,550.74 3 HaiNan Pearl River Holdings Co., Ltd. Third Quarter Report 2016 profit/loss Less: Corporate income tax -27,926.79 Minority interests (after tax) -24,786.78 Total 39,178,730.91 -- Explanation of why the Company classified an item as exceptional profit/loss according to the definition in the Explanatory Announcement No. 1 on Information Disclosure for Companies Offering Their Securities to the Public—Exceptional Profit and Loss, or reclassified any exceptional profit/loss item given as an example in the said explanatory announcement to recurrent profit/loss □ Applicable √ Not applicable No such cases in the Reporting Period. II Total number of shareholders and shareholdings of top 10 shareholders at the period-end 1. Total number of ordinary shareholders and preference shareholders who had resumed their voting right & shareholdings of top 10 shareholders at the period-end Unit: share Total number of preference Total number of ordinary shareholders who had shareholders at the end of the 35,607 resumed their voting right 0 Reporting Period at the end of the Reporting Period (if any) Shareholdings of top 10 shareholders Number of Pledged or frozen shares Name of Nature of Shareholding Number of restricted shareholder shareholder percentage shares held Status Number shares held Domestic BGG non-state-owne 26.36% 112,479,478 d corporation LI LEON Foreign 2.63% 11,215,043 ZHAN WEI individual YAO XIU Foreign 2.31% 9,850,128 GUANG individual Chongqing International Trust Co., Domestic Ltd.—Yuxin non-state-owne 1.83% 7,827,463 Innovation d corporation Advantage No. 11 Assembled Funds Trust 4 HaiNan Pearl River Holdings Co., Ltd. Third Quarter Report 2016 Domestic Chen Huanan 0.66% 2,802,117 individual Domestic Xu Zhen 0.58% 2,462,300 individual Beijing Shen Zhou Mu Investment Domestic Fund non-state-owne 0.55% 2,343,818 Management d corporation Co., Ltd. – Hongyan Shen Zhou Mu Fund Foreign Yao Liyuan 0.47% 2,005,600 individual Domestic Zhang Xiaoxia 0.46% 1,949,250 individual Beijing Shen Zhou Mu Investment Fund Management Domestic Co., Ltd. non-state-owne 0.42% 1,795,300 –Shangshan d corporation Shen Zhou Mu No. 5 Securities Investment Fund Shareholdings of top 10 non-restricted shareholders Number of non-restricted shares held at the Type of shares Name of shareholder period-end Type Number RMB ordinary BGG 112,479,478 112,479,478 share Domestically LI LEON ZHAN WEI 11,215,043 listed foreign 11,215,043 share Domestically YAO XIU GUANG 9,850,128 listed foreign 9,850,128 share Chongqing International Trust 7,827,463 RMB ordinary 7,827,463 Co., Ltd.—Yuxin Innovation 5 HaiNan Pearl River Holdings Co., Ltd. Third Quarter Report 2016 Advantage No. 11 Assembled share Funds Trust RMB ordinary Chen Huanan 2,802,117 2,802,117 share RMB ordinary Xu Zhen 2,462,300 2,462,300 share Beijing Shen Zhou Mu Investment RMB ordinary Fund Management Co., Ltd. – 2,343,818 2,343,818 share Hongyan Shen Zhou Mu Fund Domestically Yao Liyuan 2,005,600 listed foreign 2,005,600 share Domestically Zhang Xiaoxia 1,949,250 listed foreign 1,949,250 share Beijing Shen Zhou Mu Investment Fund Management Co., Ltd. RMB ordinary 1,795,300 1,795,300 –Shangshan Shen Zhou Mu No. 5 share Securities Investment Fund Among shareholders above, there exists no related-party relationship between the principal shareholder and other shareholders of the Company. Nor they are parties with concerted Related or act-in-concert parties action as prescribed in the Information Disclosure Administrative Methods for Changes in among the shareholders above Shareholding of Shareholders of Listed Companies. And it is unknown whether there is related-party relationship among other shareholders and whether they are prescribed parties with concerted action. Did any of the top 10 ordinary shareholders or the top 10 non-restricted ordinary 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 preference shareholders and shareholdings of the top 10 of them at the period-end □ Applicable √ Not applicable Section III Significant Events I Changes in main accounting statement items and financial indicators in the Reporting Period, as well as reasons for the changes √ Applicable □ Not applicable 6 HaiNan Pearl River Holdings Co., Ltd. Third Quarter Report 2016 (I) Balance sheet items Unit: RMB 30 September 31 December Change Item Main reason for change 2016 2015 (%) Increase in the property management fees receivable by the Accounts property & hotel management subsidiary and the account receivable 26,338,352.39 17,161,981.62 53.47% receivable by the Company for grain trading Accounts paid in advance 208,170,541.47 108,236,943.90 92.33% Increase in the prepayment in grain trading Increased development costs of the Meilin Phase III project of Inventories 693,760,735.17 531,145,489.05 30.62% subsidiary Hubei Pearl River Available-for-sal Investment in Chongqing Longkin Network Technology Co., e financial assets 31,411,309.90 11,411,309.90 175.26% Ltd. in the current period Long-term deferred Heilongjiang Longshi Pearl River Media Co., Ltd. was expenses 2,754,324.21 8,029,043.26 -65.70% deconsolidated for the current period Short-term borrowings 20,000,000.00 - 100.00% Borrowing from Chongqing Trust Increase in the account payable by sub-subsidiary Hubei Pearl Accounts River Real Estate Development Co., Ltd. for construction payable 77,846,691.18 24,313,483.40 220.18% service Accounts received in House pre-sale revenue received by subsidiary Hubei Pearl advance 873,746,833.94 428,054,670.19 104.12% River Increase in the prepaid taxes on the advances from house buyers of sub-subsidiary Hubei Pearl River Real Estate Taxes payable -51,822,202.70 -5,255,663.63 -886.03% Development Co., Ltd. Other accounts Increase in borrowings from Beijing Wanfa Real Estate payable 964,376,656.93 561,278,959.68 71.82% Development Co., Ltd. Non-current liabilities due within one year 66,456,595.19 353,287,364.69 -81.19% Repayment of borrowings from Chongqing Trust Long-term borrowings 131,000,000.00 390,333,333.34 -66.44% Some borrowings were repaid (II) Items in the income statement and the cash flow statement Unit: RMB January-Sept January-Sept Change Item Main reason for change ember 2016 ember 2015 (%) Selling Increase in the sales commission expenses of sub-subsidiary Hubei Pearl expenses 13,640,847.59 8,424,409.14 61.92% River Real Estate Development Co., Ltd. Finance costs 59,470,769.90 98,672,199.56 -39.73% Some borrowings were repaid Return on -69.47% An income was generated from the sale of the Southwest Securities shares 7 HaiNan Pearl River Holdings Co., Ltd. Third Quarter Report 2016 investment 37,851,133.96 123,966,408.1 in the same period of last year, while there were no such events in the 8 current period Non-operatin 2353.11 Some fixed assets were discarded and the overdue fine in relation to the g expense 6,280,006.34 256,002.30 % Southwest Securities shares held by the Company was paid Corporate Recognized deferred tax assets were reversed in the same period of last income tax 186,308.86 15,833,774.84 -98.82% year, while there were no such events in the current period Other Other comprehensive income shifted to return on investment due to the comprehensi -125,127,595. sale of the Southwest Securities shares held by the Company in the same ve income - 63 100.00% period of last year, while there were no such events in the current period Net cash flows from The sale of the Southwest Securities shares held by the Company investing -22,680,197.1 generated bulk cash in the same period of last year, while there were no activities 5 99,519,007.70 -122.79% such events in the current period Net cash flows from financing -209,839,890. -100,576,038. activities 23 32 -108.64% Decrease in financings secured and increase in borrowings repaid II Progress on significant events, as well as the influence and solutions √ Applicable □ Not applicable Content Disclosure date Index On 19 July 2016, Beijing Wanfa Real Estate Development Co., Ltd. and BGG had signed Equity Transfer Agreement, which Beijing Wanfa Real Estate Development Co., Ltd. transferred 112,479,478 share, all its holding share of the Company , 26.36% of the total to BGG, the transfer event had been www cninfo com cn 2016-09-07 approved by the State-owned Assets Announcement No. 2016-069 Supervision and Administration Commission and completed the transfer on 5 September 2016, BGG now is the first majority shareholder of the Company bu the actual controller still is Beijing State-owned Assets Supervision and Administration Commission. On 8 August 2016, the Company received Permission Recombination Inquiry Letter [2016] No. 52 of www cninfo com cn 2016-10-25 Recombination Inquiry Letter to HaiNan Announcement No. 2016-091 Pearl River Holdings Co., Ltd. (hereinafter referred to as Inquiry Letter) 8 HaiNan Pearl River Holdings Co., Ltd. Third Quarter Report 2016 issued by SZSE . SZSE had proposed several opinions to the significant recombination, and the Company will actively reply the Inquiry Letter and relevant content, and will conduct audit, evaluation with each trading party and promote the evaluation report to the State-owned assets for the record. So far, the reply to the Inquiry Letter and the revision of recombination preplan in line with Management Method of Significant Asset Recombination of Listing Company (New) had been Completed, the relevant signature of the documents was under processing. III Commitments of the Company, its shareholders, actual controller, acquirer, directors, supervisors, senior management or other related parties fulfilled in the Reporting Period or ongoing at the period-end □ Applicable √ Not applicable No such cases in the Reporting Period. IV Performance forecast for Y2016 Warning of possible loss or considerable YoY change in the accumulative net profit made during the year-beginning to the end of the next reporting period, as well as the reasons □ Applicable √ Not applicable V Securities investment □ Applicable √ Not applicable No such cases in the Reporting Period. VI Investment in derivative financial instruments □ Applicable √ Not applicable No such cases in the Reporting Period. VII Visits paid to the Company for purposes of research, communication, interview, etc. during the Reporting Period √ Applicable □ Not applicable 9 HaiNan Pearl River Holdings Co., Ltd. Third Quarter Report 2016 Date of visit Way of visit Type of visitor About Known about the operation situation 2016-01-08 By phone Individual of the Company 2016-01-09 By phone Individual Query name lists of shareholders Known about the operation situation 2016-01-22 By phone Individual of the Company 2016-02-28 By phone Individual isclosure time of annual report Known about the sale progress of the 2016-03-24 By phone Individual assets of the Company Known about recombination progress 2016-06-22 Other Individual of the Company 2016-07-13 Other Individual Query name lists of shareholders Known about resumption time of 2016-09-09 Other Individual Company stock VIII Illegal provision of guarantees for external parties □ Applicable √ Not applicable No such cases in the Reporting Period. IX Occupation of the Company’s funds for non-operating purposes by the controlling shareholder and its related parties □ Applicable √ Not applicable No such cases in the Reporting Period. 10 HaiNan Pearl River Holdings Co., Ltd. Third Quarter Report 2016 Section IV Financial Statements I Financial statements 1. Consolidated balance sheet Prepared by HaiNan Pearl River Holdings Co., Ltd. 30 September 2016 Unit: RMB Item Closing balance Opening balance Current assets: Monetary funds 146,427,107.46 205,762,131.54 Settlement reserves Lendings to banks and other financial institutions Financial assets measured at fair value with fair value changes included in the profit and loss for the Reporting Period Derivative financial assets Notes receivable Accounts receivable 26,338,352.39 17,161,981.62 Accounts paid in advance 208,170,541.47 108,236,943.90 Premiums receivable Reinsurance premiums receivable Receivable reinsurance contract reserves Interest receivable 2,710,880.79 Dividends receivable 260,015.00 260,015.00 Other accounts receivable 237,259,111.84 256,036,391.03 Financial assets purchased under agreement to resell Inventories 693,760,735.17 531,145,489.05 Assets held for sale Non-current assets due within one year Other current assets 4,000,000.00 11 HaiNan Pearl River Holdings Co., Ltd. Third Quarter Report 2016 Total current assets 1,318,926,744.12 1,118,602,952.14 Non-current assets: Loans and advances to customers Available-for-sale financial assets 31,411,309.90 11,411,309.90 Held-to-maturity investments Long-term accounts receivable Long-term equity investments 34,972,073.04 35,284,761.64 Investment property 19,515,054.22 20,890,800.30 Fixed assets 385,081,224.85 409,326,778.05 Construction in progress 82,534,594.71 79,403,655.02 Engineering materials 393,706.60 393,706.60 Disposal of fixed assets Productive living assets Oil-gas assets Intangible assets 28,330,987.98 29,519,153.74 R&D expense Goodwill Long-term deferred expenses 2,754,324.21 8,029,043.26 Deferred income tax assets Other non-current assets 1,581,840.00 1,581,840.00 Total non-current assets 586,575,115.51 595,841,048.51 Total assets 1,905,501,859.63 1,714,444,000.65 Current liabilities: Short-term borrowings 20,000,000.00 Borrowings from the Central Bank Money deposits accepted and inter-bank deposits Loans from banks and other financial institutions Financial liabilities measured at fair value with fair value changes included in the profit and loss for the Reporting Period Derivative financial liabilities Notes payable Accounts payable 77,846,691.18 24,313,483.40 12 HaiNan Pearl River Holdings Co., Ltd. Third Quarter Report 2016 Accounts received in advance 873,746,833.94 428,054,670.19 Financial assets sold for repurchase Handling charges and commissions payable Payroll payable 13,399,482.87 13,353,268.66 Taxes and fares payable -51,822,202.70 -5,255,663.63 Interest payable 128,332,952.43 178,429,980.05 Dividends payable 3,213,302.88 3,213,302.88 Other accounts payable 964,376,656.93 561,278,959.68 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 one 66,456,595.19 353,287,364.69 year Other current liabilities Total current liabilities 2,095,550,312.72 1,556,675,365.92 Non-current liabilities: Long-term borrowings 131,000,000.00 390,333,333.34 Bonds payable Of which: Preference shares Perpetual bonds Long-term accounts payable Long-term payroll payable Special payables Estimated liabilities Deferred income Deferred income tax liabilities 616,173.27 629,227.79 Other non-current liabilities Total non-current liabilities 131,616,173.27 390,962,561.13 Total liabilities 2,227,166,485.99 1,947,637,927.05 Owners’ equity: Share capital 426,745,404.00 426,745,404.00 13 HaiNan Pearl River Holdings Co., Ltd. Third Quarter Report 2016 Other equity instruments Of which: Preference shares Perpetual bonds Capital reserves 334,690,837.45 334,690,837.45 Less: Treasury stock Other composite income Special reserves Surplus reserves 109,487,064.39 109,487,064.39 Provisions for general risks Retained profit -1,178,851,545.40 -1,088,060,174.99 Total equity attributable to owners of the -307,928,239.56 -217,136,869.15 Company Minority interests -13,736,386.80 -16,057,057.25 Total owners’ equity -321,664,626.36 -233,193,926.40 Total liabilities and owners’ equity 1,905,501,859.63 1,714,444,000.65 Legal representative: Wang Lichun Chief of the accounting work: Guan Ying Chief of the accounting organ: Wu Xiukun 2. Balance sheet of the Company Unit: RMB Item Closing balance Opening balance Current Assets: Monetary funds 3,335,714.78 479,720.71 Financial assets measured at fair value with fair value changes included in the profit and loss for the Reporting Period Derivative financial assets Notes receivable Accounts receivable 14,098,968.46 1,701,828.46 Accounts paid in advance 184,610,000.00 50,277,830.00 Interest receivable Dividends receivable 260,015.00 260,015.00 Other accounts receivable 656,019,908.65 684,683,017.06 Inventories 4,824,035.45 4,824,035.45 14 HaiNan Pearl River Holdings Co., Ltd. Third Quarter Report 2016 Assets held for sale Non-current assets due within one year Other current assets Total current assets 863,148,642.34 742,226,446.68 Non-current assets: Available-for-sale financial assets 31,411,309.90 11,411,309.90 Held-to-maturity investments Long-term accounts receivable Long-term equity investments 222,928,332.64 293,231,762.82 Investment property 6,459,276.68 6,686,104.13 Fixed assets 11,066,195.53 13,311,762.29 Construction in progress Engineering materials Disposal of fixed assets Productive living assets Oil-gas assets Intangible assets 1,374,301.95 1,410,049.68 R&D expense Goodwill Long-term deferred expenses 325,131.33 604,524.68 Deferred income tax assets Other non-current assets Total non-current assets 273,564,548.03 326,655,513.50 Total assets 1,136,713,190.37 1,068,881,960.18 Current liabilities: Short-term borrowings 20,000,000.00 Financial liabilities measured at fair value with fair value changes included in the profit and loss for the Reporting Period Derivative financial liabilities Notes payable Accounts payable 2,482,949.70 2,482,949.70 Accounts received in advance 14,178,896.41 38,896.41 Payroll payable 915,313.12 1,050,861.22 15 HaiNan Pearl River Holdings Co., Ltd. Third Quarter Report 2016 Taxes and fares payable 2,012,360.44 7,576,662.32 Interest payable 77,761,124.39 126,077,364.57 Dividends payable 3,213,302.88 3,213,302.88 Other accounts payable 1,014,075,047.25 430,555,824.81 Liabilities held for sale Non-current liabilities due within one 272,856,962.92 year Other current liabilities Total current liabilities 1,134,638,994.19 843,852,824.83 Non-current liabilities: Long-term borrowings Bonds payable Of which: Preference shares Perpetual bonds Long-term payables Long-term payroll payables Special payables Estimated liabilities Deferred income Deferred income tax liabilities Other non-current liabilities Total non-current liabilities Total liabilities 1,134,638,994.19 843,852,824.83 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 composite income Special reserves Surplus reserves 109,487,064.39 109,487,064.39 Retained profit -871,434,768.73 -648,479,829.56 Total owners’ equity 2,074,196.18 225,029,135.35 16 HaiNan Pearl River Holdings Co., Ltd. Third Quarter Report 2016 Total liabilities and owners’ equity 1,136,713,190.37 1,068,881,960.18 3. Consolidated income statement for the Reporting Period Unit: RMB Item July-September 2016 July-September 2015 1. Operating revenues 68,143,078.33 52,075,049.26 Including: Sales income 68,143,078.33 52,075,049.26 Interest income Premium income Fee and commission income 2. Operating costs 110,374,221.36 112,793,079.31 Including: Cost of sales 69,001,265.64 48,194,923.75 Interest expenses Fee and commission expenses Surrenders Net claims paid Net amount provided as insurance contract reserve Expenditure on policy dividends Reinsurance premium Business tax and surtaxes 520,647.64 3,144,973.46 Selling expenses 4,769,846.57 5,618,287.17 Administrative expenses 26,484,051.41 22,470,370.76 Finance costs 10,678,955.18 33,121,297.45 Asset impairment loss -1,080,545.08 243,226.72 Add: Profit on fair value changes (“-” means loss) Return on investment (“-” means -77,764.34 -170,958.57 loss) Including: Share of profit/loss of 31,494.08 -45,893.21 associates and joint ventures Exchange gains (“-” means loss) 3. Operating profit (“-” means loss) -42,308,907.37 -60,888,988.62 Add: Non-operating revenue 230,736.92 2,858,976.66 Including: Profit on disposal 2,798,012.46 of non-current assets 17 HaiNan Pearl River Holdings Co., Ltd. Third Quarter Report 2016 Less: Non-operating expense 3,001,627.57 61,166.68 Including: Loss on disposal of 2,138,878.43 24,864.21 non-current assets 4. Total profit (“-” means loss) -45,079,798.02 -58,091,178.64 Less: Corporate income tax 2,610.90 -20,335.42 5. Net profit (“-” means loss) -45,082,408.92 -58,070,843.22 Net profit attributable to owners -43,420,775.53 -55,679,400.37 of the Company Minority interests’ income -1,661,633.39 -2,391,442.85 6. Other comprehensive income net of tax Other comprehensive income net of tax attributable to owners of the Company 6.1 Other comprehensive income that will not be reclassified into profit/loss 6.1.1 Changes in net liabilities or assets with a defined benefit plan upon re-measurement 6.1.2 Share of other comprehensive income of investees that cannot be reclassified into profit/loss under the equity method 6.2 Other comprehensive income to be subsequently reclassified into profit/loss 6.2.1 Share of other comprehensive income of investees that will be reclassified into profit/loss under the equity method 6.2.2 Profit/loss on fair value changes of available-for-sale financial assets 6.2.3 Profit/loss on reclassifying held-to-maturity investments into available-for-sale financial assets 6.2.4 Effective profit/loss on cash flow hedges 6.2.5 Currency translation differences 18 HaiNan Pearl River Holdings Co., Ltd. Third Quarter Report 2016 6.2.6 Other Other comprehensive income net of tax attributable to minority interests 7. Total comprehensive income -45,082,408.92 -58,070,843.22 Attributable to owners of the -43,420,775.53 -55,679,400.37 Company Attributable to minority interests -1,661,633.39 -2,391,442.85 8. Earnings per share 8.1 Basic earnings per share -0.10 -0.13 8.2 Diluted earnings per share -0.10 -0.13 Where business mergers under the same control occurred in the Reporting Period, net profit achieved by the merged parties before the business mergers was RMB0.00, with the corresponding amount for the same period of last year being RMB0.00. Legal representative: Wang Lichun Chief of the accounting work: Guan Ying Chief of the accounting organ: Wu Xiukun 4. Income statement of the Company for the Reporting Period Unit: RMB Item July-September 2016 July-September 2015 1. Operating revenues 268,164.10 213,100.69 Less: Operating costs 75,609.15 88,898.40 Business tax and surtaxes 1,923.11 7,524.92 Selling expenses Administrative expenses 9,051,260.88 3,156,663.57 Finance costs 6,925,259.20 24,073,303.54 Asset impairment loss 165,475,341.33 410,596.03 Add: profit on fair value changes (“-” means loss) Return on investment (“-” means -44,174.66 -125,867.27 loss) Including: Share of profit/loss of -44,174.66 -125,867.27 associates and joint ventures 2. Operating profit (“-” means loss) -181,305,404.23 -27,649,753.04 Add: Non-operating revenue 11,405,419.77 Including: Profit on disposal of non-current assets 19 HaiNan Pearl River Holdings Co., Ltd. Third Quarter Report 2016 Less: Non-operating expense 2,868,139.65 24,864.21 Including: Loss on disposal of 1,296,383.08 24,864.21 non-current assets 3. Total profit (“-” means loss) -172,768,124.11 -27,674,617.25 Less: Corporate income tax 4. Net profit (“-” means loss) -172,768,124.11 -27,674,617.25 5. Other comprehensive income net of tax 5.1 Other comprehensive income that will not be reclassified into profit and loss 5.1.1 Changes in net liabilities or assets with a defined benefit plan upon re-measurement 5.1.2 Share of other comprehensive income of investees that cannot be reclassified into profit/loss under the equity method 5.2 Other comprehensive income to be subsequently reclassified into profit/loss 5.2.1 Share of other comprehensive income of investees that will be reclassified into profit/loss under the equity method 5.2.2 Profit/loss on fair value changes of available-for-sale financial assets 5.2.3 Profit/loss on reclassifying held-to-maturity investments into available-for-sale financial assets 5.2.4 Effective profit/loss on cash flow hedges 5.2.5 Currency translation differences 5.2.6 Other 6. Total comprehensive income -172,768,124.11 -27,674,617.25 7. Earnings per share 7.1 Basic earnings per share 7.2 Diluted earnings per share 20 HaiNan Pearl River Holdings Co., Ltd. Third Quarter Report 2016 5. Consolidated income statement for the period from the year-beginning to the end of the Reporting Period Unit: RMB Item January-September 2016 January-September 2015 1. Operating revenues 217,175,606.73 188,192,878.45 Including: Sales income 217,175,606.73 188,192,878.45 Interest income Premium income Fee and commission income 2. Operating costs 347,694,305.02 338,866,589.17 Including: Cost of sales 191,031,191.63 148,932,265.62 Interest expenses Fee and commission expenses Surrenders Net claims paid Net amount provided as insurance contract reserve Expenditure on policy dividends Reinsurance premium Business tax and surtaxes 10,926,571.21 10,776,972.93 Selling expenses 13,640,847.59 8,424,409.14 Administrative expenses 71,710,193.11 70,997,749.28 Finance costs 59,470,769.90 98,672,199.56 Asset impairment loss 914,731.58 1,062,992.64 Add: Profit on fair value changes (“-” means loss) Return on investment (“-” means 37,851,133.96 123,966,408.18 loss) Including: Share of profit/loss of -203,430.18 -251,281.51 associates and joint ventures Exchange gains (“-” means loss) 3. Operating profit (“-” means loss) -92,667,564.33 -26,707,302.54 Add: Non-operating revenue 2,882,229.26 3,367,510.52 Including: Profit on disposal 2,555,707.19 2,810,086.41 of non-current assets Less: Non-operating expense 6,280,006.34 256,002.30 21 HaiNan Pearl River Holdings Co., Ltd. Third Quarter Report 2016 Including: Loss on disposal of 2,270,794.53 24,864.21 non-current assets 4. Total profit (“-” means loss) -96,065,341.41 -23,595,794.32 Less: Corporate income tax 186,308.86 15,833,774.84 5. Net profit (“-” means loss) -96,251,650.27 -39,429,569.16 Net profit attributable to owners -90,791,370.41 -34,186,775.34 of the Company Minority interests’ income -5,460,279.86 -5,242,793.82 6. Other comprehensive income net -125,127,595.63 of tax Other comprehensive income net of tax attributable to owners of the -125,127,595.63 Company 6.1 Other comprehensive income that will not be reclassified into profit/loss 6.1.1 Changes in net liabilities or assets with a defined benefit plan upon re-measurement 6.1.2 Share of other comprehensive income of investees that cannot be reclassified into profit/loss under the equity method 6.2 Other comprehensive income to be subsequently -125,127,595.63 reclassified into profit/loss 6.2.1 Share of other comprehensive income of investees that will be reclassified into profit/loss under the equity method 6.2.2 Profit/loss on fair value changes of available-for-sale -125,127,595.63 financial assets 6.2.3 Profit/loss on reclassifying held-to-maturity investments into available-for-sale financial assets 6.2.4 Effective profit/loss on cash flow hedges 6.2.5 Currency translation differences 6.2.6 Other 22 HaiNan Pearl River Holdings Co., Ltd. Third Quarter Report 2016 Other comprehensive income net of tax attributable to minority interests 7. Total comprehensive income -96,251,650.27 -164,557,164.79 Attributable to owners of the -90,791,370.41 -159,314,370.97 Company Attributable to minority interests -5,460,279.86 -5,242,793.82 8. Earnings per share 8.1 Basic earnings per share -0.21 -0.08 8.2 Diluted earnings per share -0.21 -0.08 Where business mergers under the same control occurred in the current period, the net profit achieved by the merged parties before the business mergers was RMB0.00, with the corresponding amount for the same period of last year being RMB0.00. 6. Income statement of the Company for the period from the year-beginning to the end of the Reporting Period Unit: RMB Item January-September 2016 January-September 2015 1. Operating revenues 889,099.69 725,171.95 Less: Operating costs 248,976.20 266,695.20 Business tax and surtaxes 4,205,152.57 29,480.94 Selling expenses Administrative expenses 17,301,260.86 11,214,452.02 Finance costs 45,574,350.57 71,787,389.46 Asset impairment loss 165,502,220.51 421,521.53 Add: profit on fair value changes (“-” means loss) Return on investment (“-” means -203,430.18 124,091,473.54 loss) Including: Share of profit/loss of -203,430.18 -251,281.51 associates and joint ventures 2. Operating profit (“-” means loss) -232,146,291.20 41,097,106.34 Add: Non-operating revenue 13,861,534.38 Including: Profit on disposal of 2,456,114.61 non-current assets Less: Non-operating expense 4,670,182.35 25,441.43 Including: Loss on disposal of 1,296,383.08 24,864.21 non-current assets 3. Total profit (“-” means loss) -222,954,939.17 41,071,664.91 23 HaiNan Pearl River Holdings Co., Ltd. Third Quarter Report 2016 Less: Corporate income tax 15,210,270.77 4. Net profit (“-” means loss) -222,954,939.17 25,861,394.14 5. Other comprehensive income net -125,127,595.63 of tax 5.1 Other comprehensive income that will not be reclassified into profit and loss 5.1.1 Changes in net liabilities or assets with a defined benefit plan upon re-measurement 5.1.2 Share of other comprehensive income of investees that cannot be reclassified into profit/loss under the equity method 5.2 Other comprehensive income to be subsequently reclassified into -125,127,595.63 profit/loss 5.2.1 Share of other comprehensive income of investees that will be reclassified into profit/loss under the equity method 5.2.2 Profit/loss on fair value changes of available-for-sale financial -125,127,595.63 assets 5.2.3 Profit/loss on reclassifying held-to-maturity investments into available-for-sale financial assets 5.2.4 Effective profit/loss on cash flow hedges 5.2.5 Currency translation differences 5.2.6 Other 6. Total comprehensive income -222,954,939.17 -99,266,201.49 7. Earnings per share 7.1 Basic earnings per share 7.2 Diluted earnings per share 7. Consolidated cash flow statement for the period from the year-beginning to the end of the Reporting Period Unit: RMB 24 HaiNan Pearl River Holdings Co., Ltd. Third Quarter Report 2016 Item January-September 2016 January-September 2015 1. Cash flows from operating activities: Cash received from sale of 664,761,771.45 464,057,196.56 commodities and rendering of service Net increase in money deposits from customers and interbank placements Net increase in loans from the Central Bank Net increase in funds borrowed from other financial institutions Cash received from premium of original insurance contracts Net cash received from reinsurance business Net increase in deposits of policy holders and investment fund Net increase in disposal of financial assets at fair value through profit/loss Interest, fees and commissions received Net increase in interbank borrowings Net increase in funds in repurchase business Tax refunds received Cash received from other operating 69,628,906.66 57,297,066.58 activities Subtotal of cash inflows from 734,390,678.11 521,354,263.14 operating activities Cash paid for goods and services 292,630,786.82 151,010,951.28 Net increase in loans and advances to customers Net increase in funds deposited in the Central Bank and interbank placements Cash paid for claims of original insurance contracts Interest, fees and commissions paid Cash paid as policy dividends 25 HaiNan Pearl River Holdings Co., Ltd. Third Quarter Report 2016 Cash paid to and for employees 153,543,333.67 125,685,631.00 Taxes and fares paid 72,672,060.79 28,830,818.66 Cash paid for other operating 42,359,433.53 66,632,034.42 activities Subtotal of cash outflows from 561,205,614.81 372,159,435.36 operating activities Net cash flows from operating 173,185,063.30 149,194,827.78 activities 2. Cash flows from investing activities: Cash received from retraction of 4,000,000.00 143,040,794.42 investments Cash received as return on 8,271.82 investments Net cash received from disposal of fixed assets, intangible assets and 4,849,613.03 2,776,032.92 other long-term assets Net cash received from disposal of subsidiaries or other business units Cash received from other investing activities Subtotal of cash inflows from 8,857,884.85 145,816,827.34 investing activities Cash paid to acquire fixed assets, intangible assets and other long-term 1,220,619.51 18,128,819.64 assets Cash paid for investment 28,000,000.00 28,169,000.00 Net increase in pledged loans Net cash paid to acquire subsidiaries and other business units Cash paid for other investing 2,317,462.49 activities Subtotal of cash outflows from 31,538,082.00 46,297,819.64 investing activities Net cash flows from investing -22,680,197.15 99,519,007.70 activities 3. Cash flows from financing activities: Cash received from capital contributions Including: Cash received from minority shareholder investments by 26 HaiNan Pearl River Holdings Co., Ltd. Third Quarter Report 2016 subsidiaries Cash received as borrowings 149,535,877.45 366,470,000.00 Cash received from issuance of bonds Cash received from other 25,472,361.37 37,177,853.73 financing activities Subtotal of cash inflows from 175,008,238.82 403,647,853.73 financing activities Repayment of borrowings 361,024,666.61 419,096,522.50 Cash paid for interest expenses 19,109,597.80 62,543,953.15 and distribution of dividends or profit Including: dividends or profit paid by subsidiaries to minority interests Cash paid for other financing 4,713,864.64 22,583,416.40 activities Sub-total of cash outflows from 384,848,129.05 504,223,892.05 financing activities Net cash flows from financing -209,839,890.23 -100,576,038.32 activities 4. Effect of foreign exchange rate changes on cash and cash equivalents 5. Net increase in cash and cash -59,335,024.08 148,137,797.16 equivalents Add: Opening balance of cash 205,762,131.54 97,404,192.62 and cash equivalents 6. Closing balance of cash and cash 146,427,107.46 245,541,989.78 equivalents 8. Cash flow statement of the Company for the period from the year-beginning to the end of the Reporting Period Unit: RMB Item January-September 2016 January-September 2015 1. Cash flows from operating activities: Cash received from sale of 14,040,000.00 1,369,936.85 commodities and rendering of service Tax refunds received Cash received from other operating 177,503,106.64 242,033,473.56 activities Subtotal of cash inflows from 191,543,106.64 243,403,410.41 27 HaiNan Pearl River Holdings Co., Ltd. Third Quarter Report 2016 operating activities Cash paid for goods and services 130,565,200.00 Cash paid to and for employees 6,081,680.56 4,235,688.39 Taxes and fares paid 13,640,381.33 345,917.48 Cash paid for other operating 20,724,434.92 58,308,985.30 activities Subtotal of cash outflows from 171,011,696.81 62,890,591.17 operating activities Net cash flows from operating 20,531,409.83 180,512,819.24 activities 2. Cash flows from investing activities: Cash received from retraction of 8,000,000.00 139,371,794.42 investments Cash received as return on investments Net cash received from disposal of fixed assets, intangible assets and 3,060,360.00 other long-term assets Net cash received from disposal of subsidiaries or other business units Cash received from other investing activities Subtotal of cash inflows from 11,060,360.00 139,371,794.42 investing activities Cash paid to acquire fixed assets, intangible assets and other long-term 26,549.00 6,199.00 assets Cash paid for investment 39,196,600.00 57,788,000.00 Net cash paid to acquire subsidiaries and other business units Cash paid for other investing activities Subtotal of cash outflows from 39,223,149.00 57,794,199.00 investing activities Net cash flows from investing -28,162,789.00 81,577,595.42 activities 3. Cash flows from financing activities: Cash received from capital contributions Cash received as borrowings 103,215,780.73 95,978,000.00 28 HaiNan Pearl River Holdings Co., Ltd. Third Quarter Report 2016 Cash received from issuance of bonds Cash received from other financing activities Subtotal of cash inflows from 103,215,780.73 95,978,000.00 financing activities Repayment of borrowings 84,282,856.00 283,305,910.83 Cash paid for interest expenses 7,857,686.85 31,719,616.22 and distribution of dividends or profit Cash paid for other financing 587,864.64 9,247,716.40 activities Sub-total of cash outflows from 92,728,407.49 324,273,243.45 financing activities Net cash flows from financing 10,487,373.24 -228,295,243.45 activities 4. Effect of foreign exchange rate changes on cash and cash equivalents 5. Net increase in cash and cash 2,855,994.07 33,795,171.21 equivalents Add: Opening balance of cash 479,720.71 2,034,649.76 and cash equivalents 6. Closing balance of cash and cash 3,335,714.78 35,829,820.97 equivalents II Auditor’s report Is this Report audited? □ Yes √ No This Report is unaudited. 29