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*ST珠江B:2016年第三季度报告全文(英文版)2016-10-31  

						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