Abstract of the Report for the First Quarter of 2017 of HaiNan Pearl River Holdings Co., Ltd.
Stock Code: 000505, 200505 Stock Name: *ST Pearl River A, *ST Pearl River B Announcement No. 2017-025
HaiNan Pearl River Holdings Co., Ltd.
Abstract of the Report for the First Quarter of 2017
1
Abstract of the Report for the First Quarter of 2017 of HaiNan Pearl River Holdings Co., Ltd.
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
Abstract of the Report for the First Quarter of 2017 of HaiNan Pearl River Holdings Co., Ltd.
Section II Profile of the Company
I Financial results
Whether the Company performed any retroactive adjustments to or restatement of its accounting data due to changes of accounting
policies or correction of accounting errors
□ Yes √ No
January-March 2017 January-March 2016 +/-%
Operating revenues (RMB) 250,701,694.22 80,025,245.10 213.28%
Net profit attributable to shareholders of
13,757,116.56 -38,541,192.11 135.69%
the Company (RMB)
Net profit attributable to shareholders of
the Company before exceptional profit and 14,595,277.71 -38,415,455.62 137.99%
loss (RMB)
Net operating cash flow (RMB) -77,228,574.91 124,823,160.52 -161.87%
Basic earnings per share (RMB/share) 0.03 -0.09 133.33%
Diluted earnings per share (RMB/share) 0.03 -0.09 133.33%
Weighted average return on equity (%) 19.12% 0.00% 19.12%
31 March 2017 31 December 2016 +/-%
Total assets (RMB) 1,090,959,173.69 1,385,469,635.17 -21.26%
Net assets attributable to shareholders of
78,845,419.44 65,088,302.88 21.14%
the Company (RMB)
Exceptional profit and loss
√ Applicable □ Not applicable
Unit: RMB
Item January-March 2017 Note
Profit/loss on disposal of non-current assets (including offset amount of
167,691.55
asset impairment provisions)
Capital occupation charges on non-financial enterprises that are charged
512,971.70
to the profit/loss for the Reporting Period
Non-operating income and expense other than the above -1,539,967.75
Less: Income tax effects -42,187.36
Minority interests effects (after tax) 21,044.01
Total -838,161.15 --
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
3
Abstract of the Report for the First Quarter of 2017 of HaiNan Pearl River Holdings Co., Ltd.
No such cases in the Reporting Period.
II Total number of shareholders at the period-end and shareholdings of top ten shareholders
1. Numbers of common shareholders and preference shareholders with resumed voting rights as well as
shareholdings of top ten shareholders
Unit: share
Total number of preference
Total number of common shareholders with resumed
31,930 0
shareholders at the period-end voting rights at the period-end
(if any)
Shareholdings of top ten shareholders
Name of Nature of Shareholding Number of Number of restricted Pledged or frozen shares
shareholder shareholder percentage (%) shares held shares held Status of shares Number of shares
Beijing Grain State-owned
28.95% 123,561,963
Group Co., Ltd. corporation
Li Sheryn Zhan Foreign
4.84% 20,647,100
Ming individual
BOC—Jiashi
Securities Domestic
Investment Fund non-state-owned 0.61% 2,595,200
in Value-added corporation
Industry
Domestic
Yang Shuling 0.58% 2,458,000
individual
Domestic
Xu Zhen 0.52% 2,209,200
individual
Domestic
Gao Biao 0.50% 2,120,000
individual
Foreign
Yao Liyuan 0.46% 1,950,000
individual
Foreign
Zhang Xiaoxia 0.46% 1,949,250
individual
Domestic
Zhong Yi 0.38% 1,640,083
individual
Domestic
Wang Dao 0.37% 1,595,900
individual
Shareholdings of top ten non-restricted shareholders
Name of shareholder Number of non-restricted shares held Variety of shares
4
Abstract of the Report for the First Quarter of 2017 of HaiNan Pearl River Holdings Co., Ltd.
Variety Number
RMB common
Beijing Grain Group Co., Ltd. 123,561,963 123,561,963
shares
Domestically
Li Sheryn Zhan Ming 20,647,100 listed foreign 20,647,100
shares
BOC—Jiashi Securities Investment Fund in RMB common
2,595,200 2,595,200
Value-added Industry shares
RMB common
Yang Shuling 2,458,000 2,458,000
shares
RMB common
Xu Zhen 2,209,200 2,209,200
shares
RMB common
Gao Biao 2,120,000 2,120,000
shares
Domestically
Yao Liyuan 1,950,000 listed foreign 1,950,000
shares
Domestically
Zhang Xiaoxia 1,949,250 listed foreign 1,949,250
shares
RMB common
Zhong Yi 1,640,083 1,640,083
shares
RMB common
Wang Dao 1,595,900 1,595,900
shares
Among shareholders above, there exists no related-party relationship between the
principal shareholder and other shareholders of the Company. Nor they are parties
Related or acting-in-concert parties among the with concerted action as prescribed in the Information Disclosure Administrative
above shareholders Methods for Changes in 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.
The shareholder, Zhong Yi held 1,640,083 shares of the Company through the
customer credit collateral securities trading account of Fortune Securities Co.,
Top ten common shareholders conducting
Ltd.. The shareholder, Wang Dao held 1,295,900 shares of the Company through
securities margin trading (if any)
common account and held 300,000 shares of the Company through the customer
credit collateral securities trading account of Cinda Securities Co., Ltd..
Did any of the top ten common shareholders or the top ten non-restricted common shareholders of the Company conduct any
promissory repo during the Reporting Period?
□ Yea √ No
No such cases in the Reporting Period.
5
Abstract of the Report for the First Quarter of 2017 of HaiNan Pearl River Holdings Co., Ltd.
2. Total number of preference shareholders and shareholdings of the top ten of them
□ Applicable √ Not applicable
6
Abstract of the Report for the First Quarter of 2017 of HaiNan Pearl River Holdings Co., Ltd.
Section III Significant Events
I Changes in major accounting statement items and financial indicators for the Reporting
Period, as well as reasons for such changes
√ Applicable □ Not applicable
Item 03/31/2017 12/31/2016 +/- (%) Reason for change
Monetary funds 145,198,515.20 246,504,351.39 -41.10% Mainly because of the
repayment of loans and
money for land transfer
from subsidiary Hubei
Pearl River Co., Ltd. in
this Reporting Period
Inventories 113,680,381.94 297,867,807.05 -61.84% Mainly because of
subsidiary Shanghai
Real Estate Co., Ltd.’s
change of holding
purpose of building it
holds, from inventories
to investment real estate
and costs of the selling
of real estate transaction
from Hubei Company.
Other current assets - 8,714,139.07 -100.00% Mainly because there
are no such cases in this
Reporting Period where
subsidiary Hubei
Company paid taxes in
advance
Investment real estate 41,424,771.83 19,244,780.80 115.25% Mainly because of
subsidiary Shanghai
Real Estate Co., Ltd.’s
change of holding
purpose of building it
holds, from inventories
to investment real estate
Accounts payable 17,670,161.90 77,627,005.61 -77.24% Mainly because of the
payment of parts of
project fund from
subsidiary Hubei Real
7
Abstract of the Report for the First Quarter of 2017 of HaiNan Pearl River Holdings Co., Ltd.
Estate Co., Ltd. in this
Reporting Period
Accounts received in 224,367,103.88 365,746,868.16 -38.66% Mainly because of
advance income of the selling of
real estate transaction
from subsidiary Hubei
Real Estate Co., Ltd.
Non-current liabilities - 78,710,181.59 -100.00% Mainly because of
due within one year repayment of loans
from subsidiary
Mudanjiang Travel
Group
Long-term borrowings 5,000,000.00 73,666,666.66 -93.21% Mainly because of
repayment of loans
from subsidiary
Mudanjiang Travel
Group
Minority equity -11,470,075.98 -4,096,952.76 -179.97% Mainly because of
dividend of subsidiary
Hubei Real Estate Co.,
Ltd.
Item January-March 2017 January-March 2016 +/- (%) Reason for change
Operating revenues 250,701,694.22 80,025,245.10 213.28% Mainly because of
income of the selling of
real estate transaction
from subsidiary Hubei
Pearl River Co., Ltd.
Operating costs 184,669,214.20 62,053,529.67 197.60% Mainly because of costs
of the selling of real
estate transaction from
subsidiary Hubei Pearl
River Co., Ltd.
Taxes and surtaxes 11,359,640.40 4,535,479.61 150.46% Mainly because of the
provision of related
taxes for selling of real
estate from subsidiary
Hubei Pearl River Co.,
Ltd.
Selling expenses 2,813,146.35 4,500,007.25 -37.49% Mainly because of the
decrease of sales
commission in this
Reporting Period
8
Abstract of the Report for the First Quarter of 2017 of HaiNan Pearl River Holdings Co., Ltd.
Financial expenses 3,601,893.63 24,749,365.53 -85.45% Mainly because of
repayment of the
principal and decrease
of financing costs in
this Reporting Period
Asset impairment loss -4,012,911.94 245,161.16 -1736.85% Mainly because of
receiving parts of
receivables in this
Reporting Period
Income tax expenses 8,208,612.14 29,699.94 27538.48% Mainly because of
provision of income
taxes for revenues from
Hubei Pearl River Co.,
Ltd. and Shanghai Real
Estate Co., Ltd.
Minority interest 1,806,876.78 -2,335,161.42 177.38% Mainly because of
income revenues from
subsidiary Hubei Pearl
River Co., Ltd.
Net cash flow from -77,228,574.91 124,823,160.52 -161.87% Mainly because of
operating activities decrease of receipt of
house payment in
advance from
subsidiary Hubei Pearl
River Co., Ltd. in this
Reporting Period
Net cash flow from 53,904,911.22 7,258,357.17 642.66% Mainly because of
investment activities receiving cash from
recovery of parts of
investment and selling
of parts of fixed assets
and investment real
estate
Net cash flow from -77,982,172.50 -127,094,529.15 38.64% Mainly because of
financing activities increase of receipts
from loans in this
Reporting Period
II Progress of significant events and analysis & explanations on their influence and solutions
√ Applicable □Not applicable
(I) The Company signed the Supplementary Agreement (II) on the Profit Compensation Agreement that has additional conditions
with Beijing Grain Group Co., Ltd. and Beijing State-owned Capital Management Center on February 15, 2017. After the signing of
9
Abstract of the Report for the First Quarter of 2017 of HaiNan Pearl River Holdings Co., Ltd.
the supplementary agreement, the profitability commitment period of the transaction is adjusted from 2016, 2017 and 2018 to 2017,
2018 and 2019, and if the transaction fails to be implemented in 2017, the first year of the profitability commitment period of this
transaction will be the year when the target company completes the transaction. The net profit-attributable to the owner of the
Company- of the consolidated financial statements after deducting non-recurring gains and losses committed by the target company
for 2017, 2018, and 2019 will be adjusted accordingly to not less than RMB 130.1115 million, RMB 150.3937 million and RMB
162.1605 million.
(II) To resolve competition between the controlling shareholders and the listed company, to safeguard the interests of listed
companies and small and medium shareholders, the Company decides to terminate the grain trade contract signed by parties
concerned, to recover the commercial acceptance bill and authorize the management of the Company to handle the specific business
and contract’s cancellation and termination.
(III) According to the relevant issues raised in "The Notice of the First Review Feedback of China Securities Regulatory Commission
Administrative Licensing Project, the Company has updated and revised documents related to major assets reorganization such as the
auditing report of the transaction object and files for review of listed companies, has seriously studied and implemented the helpful
feedback and has replied to questions raised as required together with the agency in accordance with the latest financial status of the
Company and the target company.
(IV) In order to ensure the smooth progress of this major assets reorganization, the Company determined to terminate the cooperation
agreement with Beijing Anxin Law Firm and entrusted Beijing Zhonglun Law Firm as the special legal adviser for this major assets
reorganization, providing documents related to the major assets reorganization such as the legal opinion after the friendly
consultations with Beijing Anxin Law Firm and Beijing Zhonglun Law Firm.
(V) The progress of the Company's joint and several liability guarantee for ICBC Mudanjiang Sub-Branch and China Citic Bank
Mudanjiang Sub-Branch and the Company’s liability of counter guarantee for Heilongjiang Xinzheng Investment Guarantee Group
Co., Ltd.: the Company has received the notice from ICBC Mudanjiang Sub-Branch, China Citic Bank Mudanjiang Sub-Branch and
Heilongjiang Xinzheng Investment Guarantee Group Co., Ltd. that the Company’s related liabilities have been lifted after the full
return of loans by Mudanjiang Pearl River Wanjia Tourism Investment Development Group Co., Ltd..
Generalization of significant events Date of disclosure Index
The Company signed the Supplementary Agreement (II) on the Profit
Compensation Agreement that has additional conditions with Beijing Grain
Group Co., Ltd. and Beijing State-owned Capital Management Center on
February 15, 2017. After the signing of the supplementary agreement, the
profitability commitment period of the transaction is adjusted from 2016, 2017
and 2018 to 2017, 2018 and 2019, and if the transaction fails to be http://www.cninfo.com.cn
implemented in 2017, the first year of the profitability commitment period of 02/16/2017 Announcement No.:
this transaction will be the year when the target company completes the 2017-003
transaction. The net profit-attributable to the owner of the Company- of the
consolidated financial statements after deducting non-recurring gains and
losses committed by the target company for 2017, 2018, and 2019 will be
adjusted accordingly to not less than RMB 130.1115 million, RMB 150.3937
million and RMB 162.1605 million.
To resolve competition between the controlling shareholders and the listed
company, to safeguard the interests of listed companies and small and medium
http://www.cninfo.com.cn
shareholders, the Company decides to terminate the grain trade contract signed
03/07/2017 Announcement No.:
by parties concerned, to recover the commercial acceptance bill and authorize
2017-009
the management of the Company to handle the specific business and contract’s
cancellation and termination.
10
Abstract of the Report for the First Quarter of 2017 of HaiNan Pearl River Holdings Co., Ltd.
According to the relevant issues raised in "The Notice of the First Review
Feedback of China Securities Regulatory Commission Administrative
Licensing Project, the Company has updated and revised documents related to
http://www.cninfo.com.cn
major assets reorganization such as the auditing report of the transaction object
03/17/2017 Announcement No.:
and files for review of listed companies, has seriously studied and implemented
2017-012
the helpful feedback and has replied to questions raised as required together
with the agency in accordance with the latest financial status of the Company
and the target company.
In order to ensure the smooth progress of this major assets reorganization, the
Company determined to terminate the cooperation agreement with Beijing
http://www.cninfo.com.cn
Anxin Law Firm and entrusted Beijing Zhonglun Law Firm as the special legal
04/01/2017 Announcement No.:
adviser for this major assets reorganization, providing documents related to the
2017-015
major assets reorganization such as the legal opinion after the friendly
consultations with Beijing Anxin Law Firm and Beijing Zhonglun Law Firm.
The progress of the Company's joint and several liability guarantee for ICBC
Mudanjiang Sub-Branch and China Citic Bank Mudanjiang Sub-Branch and
the Company’s liability of counter guarantee for Heilongjiang Xinzheng
Investment Guarantee Group Co., Ltd.: the Company has received the notice http://www.cninfo.com.cn
from ICBC Mudanjiang Sub-Branch, China Citic Bank Mudanjiang 04/11/2017 Announcement No.:
Sub-Branch and Heilongjiang Xinzheng Investment Guarantee Group Co., Ltd. 2017-017
that the Company’s related liabilities have been lifted after the full return of
loans by Mudanjiang Pearl River Wanjia Tourism Investment Development
Group Co., Ltd..
III Commitments of the Company’s actual controller, shareholders, related parties and
acquirer, as well as the Company and other commitment makers, unfulfilled in this reporting
period
√ Applicable □ Inapplicable
For details, please refer to the Report for the First Quarter of 2017 disclosed at the same time with this Abstract on
www.cninfo.com.cn.
IV Operating result forecast for January-June 2017
Warning of a forecast deficit or considerable YoY change in the accumulative net profit made during the period from the beginning of
the year to the end of the next reporting period, as well as explanation of why:
□ Applicable √ Not applicable
V Securities investments
□ Applicable √ Not applicable
No such cases in the Reporting Period.
11
Abstract of the Report for the First Quarter of 2017 of HaiNan Pearl River Holdings Co., Ltd.
VI Investments in derivative financial instruments
□ Applicable √ Not applicable
No such cases in the Reporting Period.
VII Visits paid to the Company in the Reporting Period for purposes of research,
communication, interview, etc.
□ Applicable √ Not applicable
No such cases in the Reporting Period.
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 by the controlling shareholder or its related parties
for non-operating purposes
□ Applicable √ Not applicable
No such cases in the Reporting Period.
HaiNan Pearl River Holdings Co., Ltd.
April 29, 2017
12