Report for the First Quarter of 2017 of HaiNan Pearl River Holdings Co., Ltd.
HaiNan Pearl River Holdings Co., Ltd.
Report for the First Quarter of 2017
April 2017
1
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
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
167,691.55
amount of asset impairment provisions)
Capital occupation charges on non-financial enterprises that are
512,971.70
charged 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
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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
Number of Pledged or frozen shares
Name of Nature of Shareholding Number of shares
restricted shares
shareholder shareholder percentage (%) held Status of shares Number of shares
held
Beijing 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
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Report for the First Quarter of 2017 of HaiNan Pearl River Holdings Co., Ltd.
Variety of shares
Name of shareholder Number of non-restricted shares held
Variety Number
Beijing Grain Group Co., Ltd. 123,561,963 RMB common shares 123,561,963
Domestically listed foreign
Li Sheryn Zhan Ming 20,647,100 20,647,100
shares
BOC—Jiashi Securities Investment
2,595,200 RMB common shares 2,595,200
Fund in Value-added Industry
Yang Shuling 2,458,000 RMB common shares 2,458,000
Xu Zhen 2,209,200 RMB common shares 2,209,200
Gao Biao 2,120,000 RMB common shares 2,120,000
Domestically listed foreign
Yao Liyuan 1,950,000 1,950,000
shares
Domestically listed foreign
Zhang Xiaoxia 1,949,250 1,949,250
shares
Zhong Yi 1,640,083 RMB common shares 1,640,083
Wang Dao 1,595,900 RMB common shares 1,595,900
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 acting-in-concert parties action as prescribed in the Information Disclosure Administrative Methods for Changes in
among the above shareholders 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
Top ten common shareholders collateral securities trading account of Fortune Securities Co., Ltd.. The shareholder, Wang
conducting securities margin trading Dao held 1,295,900 shares of the Company through common account and held 300,000
(if any) 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.
2. Total number of preference shareholders and shareholdings of the top ten of them
□ Applicable √ Not applicable
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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
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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
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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
(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
the supplementary agreement, the profitability commitment period of the transaction is adjusted from 2016, 2017 and 2018 to 2017,
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Report for the First Quarter of 2017 of HaiNan Pearl River Holdings Co., Ltd.
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
http://www.cninfo.com.cn
and 2018 to 2017, 2018 and 2019, and if the transaction fails to be implemented
02/16/2017 Announcement No.:
in 2017, the first year of the profitability commitment period of this transaction
2017-003
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.
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 the
2017-009
management of the Company to handle the specific business and contract’s
cancellation and termination.
According to the relevant issues raised in "The Notice of the First Review http://www.cninfo.com.cn
03/17/2017
Feedback of China Securities Regulatory Commission Administrative Licensing Announcement No.:
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Report for the First Quarter of 2017 of HaiNan Pearl River Holdings Co., Ltd.
Project, the Company has updated and revised documents related to major assets 2017-012
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.
In order to ensure the smooth progress of this major assets reorganization, the
Company determined to terminate the cooperation agreement with Beijing Anxin
http://www.cninfo.com.cn
Law Firm and entrusted Beijing Zhonglun Law Firm as the special legal adviser
04/01/2017 Announcement No.:
for this major assets reorganization, providing documents related to the major
2017-015
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 from ICBC http://www.cninfo.com.cn
Mudanjiang Sub-Branch, China Citic Bank Mudanjiang Sub-Branch and 04/11/2017 Announcement No.:
Heilongjiang Xinzheng Investment Guarantee Group Co., Ltd. that the 2017-017
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
Time of
Commitment Period of
Commitment Commitment maker Contents making Fulfillment
type commitment
commitment
Beijing Food Group
Co., Ltd(hereinafter
the
referred to as “BGG”);
The Company will bear commitment
Chen Binglian; Guan Performing
compensation liabilities if makers
Ying; Wang Chunli; according to
Commitments Other there exists illegal behaviors, abided by the
Wang Guofeng; Wang 03/17/2017 the
made at the commitments like idle land not disclosed, commitments
Jianxin; Wang Xinxin; commitment
time of assets causing a loss for listed during the
Xue Chunlei; Yao s
reorganization companies and investors. Reporting
Gang; Zhao Yanming;
Period
Zhao Yinhu; Zhu
Hengyuan
Beijing Food Group Commitments "1. Person who increases Performing the
11/07/2016
Co., Ltd on increased shares: BGG; 2. according to commitment
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Report for the First Quarter of 2017 of HaiNan Pearl River Holdings Co., Ltd.
shares Implementation period of the makers
increased shares plan: from commitment abided by the
11/07/2016 to 05/07/2017, s commitments
total 6 months; 3. The amount during the
or number of increased shares: Reporting
increasing the Company’s Period
shares on the condition that
the related rules of CSRC and
Shenzhen Stock Exchange are
observed, and the amount is
no less than RMB130 million,
no more than RMB220
million, and it can’t trigger
the duty of tender offer; 4.
Price of increased shares: not
setting a price range. BGG
will not initiatively decrease
the holdings of Company’s
shares on holding period and
within the legal time limit. "
"BGG and GGZX committed
that the net profit attributable
to owners of the Company
after deducting exceptional
profit and loss in the
consolidates financial
statements committed during
the commitment period of
profit by Beijing Food Co., the
Beijing State-owned
Commitment Ltd(hereinafter referred to as commitment
Capital Operation and Performing
on “JLGF”) was respectively no makers
Management according to
performance less than RMB130.1115 abided by the
Center(hereinafter 11/02/2016 the
and million, commitments
referred to as “GGZX”); commitment
compensation RMB150.3937million, and during the
Beijing Food Group s
arrangement RMB162.1605 million. Reporting
Co., Ltd
During the commitment Period
period of profit, if the placed
assets’ accumulative actual net
profit till the end of the
current period is less then
accumulative the promised net
profit till the end of the
current period, then BGG
and GGZX should
11
Report for the First Quarter of 2017 of HaiNan Pearl River Holdings Co., Ltd.
compensate the listed
companies as agreed……"
“According to requirements in
the Guidance about Diluted
Immediate Return of Initial
Offering and Refunding,
Major Assets Restructuring
Related Issues of China
Securities Regulatory
Commission (announcement
of China Securities
Regulatory Commission No.
[2015]31), director and senior
managers of listed company
make the following
commitment: 1. Do not
transport interest to other units
or person with payment or
unfair terms, also, do not take
Guan Ying; Song
other methods to harm the the
Chunling; Wang Chunli;
interest of company; 2. commitment
Wang Guofeng; Wang Performing
Restrain the position-related makers
Jianxin; Wang Xinxin; according to
Other consuming behavior of abided by the
Xu Laizheng; Xue 11/02/2016 the
commitments committing party; 3. Do not commitments
Chunlei; Yao Gang; commitment
use capital of corporate assets during the
Zhang Cunliang; Zhao s
to work on investment and Reporting
Yanming; Zhao Yinhu;
consumption activities which Period
Zhu Hengyuan
are irrelevant to
implementation of duty; 4.
The salary system formulated
by board of directors or salary
and assessment committee is
linked up with the
implementation of filling
return measures of the
company; 5. If the company
publishes equity incentive
policy next, the exercise
conditions of equity incentive
policy to be published is
linked up with the
implementation of filling
return measures of the
company; 6. From the date of
12
Report for the First Quarter of 2017 of HaiNan Pearl River Holdings Co., Ltd.
issuing the commitment to the
date of the implementation of
major assets reconstructing of
the company this time is
completed, if China Securities
Regulatory Commission
publishes other new
regulatory rules about filling
return measures and the
commitment, and the above
commitment cannot meet the
corresponding rule of China
Securities Regulatory
Commission, then
complementary commitment
will be issued according to
new rules of China Securities
Regulatory Commission.”
“The stocks which are issued
to GGZXthis time cannot be
transferred within 36 months
since the date of listed stocks.
When the above term expires,
if the GGZX does not
complete to implement the
obligations of profit
compensation which is agreed
according to Profit the
Compensation Agreement and commitment
Performing
the complementary makers
Beijing State-owned according to
Other agreement, then the lockup abided by the
Capital Management 07/29/2016 the
commitments period of stocks which are commitments
Center commitment
issued to GGZX will be during the
s
prolonged to the date when Reporting
GGZX completes to Period
implement the obligations of
profit compensation. If the
information provided or
revealed for the transaction is
suspected of being involved in
false record, mislead
statement or major omission,
and judicial office places a
case on file for investigation
13
Report for the First Quarter of 2017 of HaiNan Pearl River Holdings Co., Ltd.
or China Securities
Regulatory Commission
places a case on file for
investigation, before forming
investigation conclusions,
committing party cannot
transfer the stocks with equity
in HaiNan Pearl River
Holdings Co., Ltd.
(hereinafter referred to as
“ZJKG”), and written
application for pausing
transferring and stock account
shall be submitted to board of
directors of listed company
within two transaction days
since the date that the case is
filed and inspection notice is
received. Board of directors
applies to Stock Exchange and
Registration & Settlement
Company for lockup directly.
If committing party does not
submit lockup application
within two transaction days,
board of directors is
authorized for verification,
after this, board of directors
can report the identification
information and account
information of the person to
Stock Exchange and
Registration & Settlement
Company directly, and the
board applies for lockup. If
board of directors does not
report the identification
information and account
information of committing
party to Stock Exchange and
Registration & Settlement
Company, Stock Exchange
and Registration & Settlement
Company are authorized to
14
Report for the First Quarter of 2017 of HaiNan Pearl River Holdings Co., Ltd.
lock the relevant stocks
directly. If laws violating and
regulations violating
conditions are found in
investigation conclusions,
committing party promises
that the locked stocks can be
used for compensation for
relevant investors
voluntarily."
"1. Except that the Company/I
myself, once regarded as the
limited partner with Xinniu
Runying(Tianjing) Equity
Investment Funds Partnership
Firm(limited partnership)
(hereinafter referred to as
“XNRY”)existed associated
relationships with it, the
Company/I myself didn’t exist
any associated relationships
with ZJKG, BGG, GGZX,
Guokai Finance Co.,
Ltd(hereinafter referred to as the
“GKJR”), and JLGF. 2. the commitment
Performing
Beijing Fang Cheng Company/I myself signed the makers
according to
Real Estate Other Share Transfer Agreement of abided by the
07/29/2016 the
Development CO., commitments Partnership Firm with Beijing commitments
commitment
Ltd; Zhao Guangsheng Xinniu Investment Consulting during the
s
Co., Ltd, and Xinniu Reporting
Runying(Tianjing) Equity Period
Investment Funds
Management Co., Ltd,
transferring all the shares of
XNRY held by the Company
to Beijing Xinniu Investment
Consulting Co., Ltd. The price
of this share transfer is based
on the initial invested amount.
Considering the 10%
return on investment per
year, the pricing of this share
transfer is not comparable
with the pricing of this
15
Report for the First Quarter of 2017 of HaiNan Pearl River Holdings Co., Ltd.
transaction, and there is no
associated relationship
between this transfer
agreement and this
transaction.”
Beijing Xinniu
Investment Consulting
Co., Ltd; Beijing
I myself / the Company
Xingrongji Real Estate
invested the Xinniu Funds
Co., Ltd; Beijing
with own funds without cases
Zhibang Rongye
of share-holding entrustment the
Investment Co., Ltd;
or other equity arranfements. commitment
Shan Jinchao; Jiang Performing
Except that I myself / the makers
Shuang; Lu Zhuohui; according to
Other Company, once regarded as abided by the
Xinniu 07/29/2016 the
commitments the limited partner with commitments
Runying(Tianjing) commitment
XNRY existed associated during the
Equity Investment s
relationships with it, I myself Reporting
Funds Partnership
/the Company didn’t exist any Period
Firm(limited
associated relationships with
partnership); Xu
JLGF, BGG, GGZX, GKJR,
Dianxiang; Yang
and ZJKG.
Hanhui; Zunhua
Dadexing Investment
Co., Ltd
BGG will no transfer any
holding shares of ZJKG
within 12 months after the
date of this transaction ( that
is the date when the shares the
issued to BGG listed in this commitment
Performing
transaction) if the shares of makers
according to
Beijing Food Group Other ZJKG increased due to abided by the
07/29/2016 the
Co., Ltd commitments reasons, like stock dividend, commitments
commitment
bonus, and the increased during the
s
share capital before the date Reporting
of this transaction, the Period
increased part of shares
should be in compliance with
the aforementioned regular
arrangement.
Beijing Wanfa Real “1. If ZJKG does not release Performing the
Other
Estate Development the guarantee or security 07/29/2016 according to commitment
commitments
Co., Ltd provided for subsidiary debt the makers
16
Report for the First Quarter of 2017 of HaiNan Pearl River Holdings Co., Ltd.
in sold assets of the commitment abided by the
transaction before the second s commitments
board meeting about the during the
transaction, and Pearl River Reporting
Holding holds responsibilities Period
for debtors or guaranteed
person as guarantor, Beijing
Wanfa is responsible for
compensating the listed
company. 2. The liabilities
which are not revealed within
the scope of the sold assets
(subject to sold assets audit
report) of the transaction by
ZJKG before base date are not
regarded as the liabilities
related to sold assets, the
liabilities are undertaken by
ZJKG after settlement day.
Any claim or requirement,
proposed by the third party
about additional liabilities, not
revealed and undertaken by
ZJKG in reality, exceed the
additional liabilities which are
recorded in financial
statement on May 31, 2016
(hereafter referred to as “base
date”), is treated by Beijing
Wanfa or entity assigned by
Beijing Wanfa, and Beijing
Wanfa undertakes any actual
loss or expenditure of ZJKG
generated by the demand or
requirement of the third party.
3. Except the liability within
the scope of sold assets,
Beijing Wanfa will
compensate for liabilities and
loss, expense and expenditure
formed by liabilities which are
not covered in audit report
issued by accounting firm
with qualification for
17
Report for the First Quarter of 2017 of HaiNan Pearl River Holdings Co., Ltd.
securities business up to base
date of listed company to
ZJKG. 4. As the guarantor for
ZJKG to carry out Major
Assets Exchange and Issued
Stocks Purchase Assets
Agreement between All
Shareholders of Hainan Pearl
River Holding Co., Ltd. and
Beijing Food Co., Ltd.,
Beijing Wanfa, (hereafter
referred to as “Major Assets
Exchange and Issued Stocks
Purchase Assets Agreement”),
Beijing Wanfa agrees to
compensate to the counter
party of the transaction for the
loss, expense and expenditure
(including the expenditure of
agency fee such as legal
service etc) generated by
ZJKG and Beijing Wanfa
violate the statement,
guarantee or commitment
under Major Assets Exchange
and Issued Stocks Purchase
Assets Agreement. Beijing
Wanfa agrees to take
compensation responsibilities
within 60 days since the day
the listed company or counter
party undertakes the
responsibilities or loss incurs
for the above committed
issue.”
"1. BGG has clearly known
the
that ZJKG prepared to
commitment
exchange-out assets and Performing
makers
limited right defects and legal according to
Beijing Food Group Other abided by the
risks listed in the Report of 07/29/2016 the
Co., Ltd commitments commitments
Assets Assessment, and commitment
during the
Auditor’s Report in this s
Reporting
transaction. BGG made sure
Period
that service supply partner of
18
Report for the First Quarter of 2017 of HaiNan Pearl River Holdings Co., Ltd.
exchanged-out assets
designated by BGG shall fully
accept exchanged-out assets
according to the conditions of
exchanged-out assets on
delivery date. 2. After the
delivery date, BGG makes
certain that exchanged-out
assets and its corresponding
business’s all rights and
duties are transferred to the
service supply partner of
exchanged-out assets
designated by BGG to enjoy
and undertake. ZJKG no
longer enjoy any rights or
undertake any duties and
responsibilities for
exchanged-out assets. 3. BGG
will help JLGF to cancel the
guarantee for other
subsidiaries of BGG before
the Second Board of Directors
related to this transaction of
ZJKG, and offer
supplementary guarantee. 、
4. The shares issued to BGG
can’t be transferred within 36
months after the date when
shares listed. If BGG hasn’t
performed the obligation of
profit compensation according
to Agreement on Profit
Compensation and its
supplementary agreement,
then the lockup period of
shares issued to BGG defers
to the date when BGG has
performed the the obligation
of profit compensation. "
"1. JLGF and its Performing the
Other wholly-owned, holding according to commitment
Beijing Food Co., Ltd 01/01/2014
commitments subsidiaries now don’t exist the makers
any significant lawsuit cases commitment abided by the
19
Report for the First Quarter of 2017 of HaiNan Pearl River Holdings Co., Ltd.
and arbitration cases that are s commitments
still not settled or predictable. during the
2. JLGF and its Reporting
wholly-owned , holding Period
subsidiaries haven’t subjected
to any administrative
punishments with serious
circumstances for violating
laws and administrative rules,
like Industrial and
Commercial Law, the Tax
Law, and Law of National
Land, Food Safety,
Construction, Planning,
Environmental Protection,
Fire Protection, and Quality
Supervision since January 1,
2014. 3. The food safety
accidents haven’t happened in
JLGF and its wholly-owned,
holding subsidiaries since
January 1, 2014. "
“1. Except the revealed
conditions, ZJKG confirms to
possess the ownership and/or
right to use of the assets to be
sold legally; possess complete
and effective disposition for
the assets to be sold;
guarantee the assets to be sold the
do not have guarantee, commitment
Performing
mortgage, pledge to any third makers
according to
HaiNan Pearl River Other party and do not have unclear abided by the
07/29/2016 the
Holdings Co., Ltd. commitments ownership, other flaws of commitments
commitment
assets to be sold (including during the
s
but not limited to unclear Reporting
ownership, right is restricted, Period
decrease in value which may
exist, it is unable to transfer, it
cannot be delivered actually
etc) or any interests and rights
of the third party, in order to
assure that the third party will
not press for payment, and to
20
Report for the First Quarter of 2017 of HaiNan Pearl River Holdings Co., Ltd.
assure that the assets to be
sold can be transferred to the
contractor of assets to be sold
assigned by BGG according to
Chinese law. 2. ZJKG will
negotiate with the relevant
parties of rights and interests
of the third party or other
limitation of rights which the
sold assets are set with to
solve the release issues of
other rights of the assets, and
the written agreement about
agreeing to release the
mortgage from mortgager of
the mortgage shall be got
before the settlement of the
sold assets in this transaction.
3. ZJKG promises that the
conditions of mortgage,
pledge or rights and interests
of the third party or other
limitation of rights which
restrict the transfer of
ownership of sold assets will
be released legally before the
settlement date of sold assets,
in order to ensure the sold
assets are deliverable. The
debtor and corresponding
guarantee person (if there is)
of liabilities in sold assets
shall issue written document
about agreement of transfer of
liabilities/assured
responsibilities. 4. ZJKG
promises that ZJKG and
subsidiary companies of
ZJKG do not have the
conditions of providing
external guarantee and it is
still not released, and do not
add new external guarantee
before the settlement of sold
21
Report for the First Quarter of 2017 of HaiNan Pearl River Holdings Co., Ltd.
assets. ZJKG will release the
guarantee or pledge provided
for the liabilities of subsidiary
companies in sold assets of
the transaction before the
second board meeting about
the transaction. 5. ZJKG plans
to purchase 100% of shares of
JLGF by assets exchange and
issued shares purchase assets
(hereafter referred to as “the
restructuring”). According to
the restructuring scheme,
non-equity assets related five
properties to be sold in
restructuring draft are as the
assets to be sold of the
company, the contractor of
sold assets will undertake
them. As the properties are in
the state of mortgage and
being closed down, the
company promises if the
transfer of ownership cannot
be completed for the
properties at the settlement
date agreed in Major Assets
Exchange and Issued Stocks
Purchase Assets Agreement
signed by each party, then the
company will compensate the
contractor of sold assets or
other parties assigned by the
contractor according to the
equal amount of appraisal
value of the properties in the
restructuring by cash, after
compensation, the properties
will not be sold any more.”
Xinniu "1. There doesn’t exist Performing the
Runying(Tianjing) employee stock ownership according to commitment
Other
Equity Investment plan or share-holding 07/29/2016 the makers
commitments
Funds Partnership entrustment, or equity commitment abided by the
Firm(limited arrangement in XNRY and s commitments
22
Report for the First Quarter of 2017 of HaiNan Pearl River Holdings Co., Ltd.
partnership) investors in various levels. 2. during the
XNRY confirms that Jiang Reporting
Shuang is the actual controller Period
of XURY. XNRY calculates
through penetration that there
are 12 individual investors
who conform with the
regulations of Article 10
numbers of issuing targets is
no more than 200 in Securities
Law. 3. the investors of
XNRY are institutions and
natural person. there doesn’t
exist structured arrangement.
And it doesn’t influence the
stability of the Company’s
equity structure. 4. There
doesn’t exist any other
significant agreement
arrangement in XNRY. "
“1. The committing party and
the company which is
controlled or influenced by
the party shall avoid and
decrease the related
transaction between ZJKGand
Beijing State-owned its subsidiary companies as
Capital Operation and much as possible. For the
Management Center; Commitments transaction which ZJKG and the
Beijing Food Group on the its subsidiary companies deal commitment
Performing
Co., Ltd; Guokai horizontal with independent third party makers
according to
Finance Co., Ltd; competition, through market, ZJKG and its abided by the
07/29/2016 the
Xinniu the related subsidiary companies will commitments
commitment
Runying(Tianjing) transaction deal with the independent during the
s
Equity Investment and the capital third party. The company Reporting
Funds Partnership occupation which is controlled or Period
Firm(limited influenced by committing
partnership) party will strictly avoid
lending from ZJKG and its
subsidiary companies,
occupying the capital of
ZJKG and its subsidiary
companies or using the
advanced money of ZJKG and
23
Report for the First Quarter of 2017 of HaiNan Pearl River Holdings Co., Ltd.
its subsidiary companies or
using the method of
compensating liabilities etc to
embezzle the capital of ZJKG.
2. For all necessary
transaction behavior between
committing party and the
company controlled or
influenced by the party and
ZJKG and its subsidiary
companies, each party shall
obey the market rules and the
transaction shall be carried
fairly and reasonably with the
general principles of equality
and mutual benefit,
compensation of equal value.
If the price of transaction is
fixed by government, then the
fixed price shall be executed;
if the price of transaction is
not fixed by government, then
the generally accepted price of
market shall be executed; if
the price of transaction is not
fixed by government and there
has no reference price of
market, the cost shall be
confirmed and executed
according to cost added
comparable reasonable profit.
3. For the related transaction
between committing party and
the company controlled or
influenced by the party and
ZJKG and its subsidiary
companies, necessary legal
procedures will be
implemented according to
regulations of ZJKG and
management system of related
transaction. When issues
about related transaction are
deliberated in authority of
24
Report for the First Quarter of 2017 of HaiNan Pearl River Holdings Co., Ltd.
ZJKG, avoidance obligation
shall be implemented legally
and initially; the issues about
related transaction which must
be reported to authority for
deliberation can be executed
after they are deliberated and
passed by authority. 4.
Committing party promises
that the party will not gain any
improper interests or make
ZJKG and its subsidiary
companies undertake any
obligations by related
transaction. If there is loss of
ZJKG and its subsidiary
companies caused by
violating the commitment or
the interests of ZJKG and its
subsidiary companies are
invaded by using related
transaction, the loss of ZJKG
and its subsidiary companies
is undertaken by committing
party.”
"Except the target company
and its subsidiaries, other
enterprises controlled by
commitment maker don’t
engage in any businesses by
any way that exist competition
Commitments the
or may compete with the
on the commitment
target company and its Performing
horizontal makers
subsidiaries at present. In according to
Beijing Food Group competition, abided by the
order to avoid the horizontal 07/29/2016 the
Co., Ltd the related commitments
competition with ZJKG after commitment
transaction during the
this transaction, the s
and the capital Reporting
commitment maker
occupation Period
committees that: 1. The
commitment maker will not
directly or indirectly engage
in any business by any way,
including cooperating with
others , that is as same as,
25
Report for the First Quarter of 2017 of HaiNan Pearl River Holdings Co., Ltd.
similar to or competitive in
any aspects with ZJKG;
2. The commitment maker
will spare no efforts to prevent
its associated enterprises from
engaging in business that is as
same as, similar to or
competitive in any aspects
with ZJKG; 3. The
commitment maker will not
invest or control shares of the
companies, enterprises, or
other organizations whose
business is as same as, similar
to or competitive in any
aspects with ZJKG; 4. The
commitment maker will not
offer trade secrets, such as
proprietary technology, sales
channel, and clients
information to the companies,
enterprises, or other
organizations and individuals
whose business is as same as,
similar to or competitive in
any aspects with ZJKG; 5. If
the commitment maker will
prepare to engage in business
that may exists horizontal
competition with ZJKG and
its subsidiaries, the
commitment maker should
resolve it through negotiation
with ZJKG based on the
principle that ZJKG and its
subsidiaries have the priority."
Beijing State-owned The commitment maker will the
Capital Operation and provide ZJKG with the related commitment
Performing
Management Center; information of this transaction makers
according to
Beijing Food Group Other in time and guarantee that the abided by the
07/29/2016 the
Co., Ltd; Beijing Wanfa commitments offered information is factual, commitments
commitment
Real Estate accurate and complete. The during the
s
Development Co., Ltd; commitment maker will Reporting
Guokai Finance Co., undertake compensation Period
26
Report for the First Quarter of 2017 of HaiNan Pearl River Holdings Co., Ltd.
Ltd; Xinniu liability according to law if
Runying(Tianjing) there exists any false record,
Equity Investment misleading statement or
Funds Partnership material omission, making a
Firm(limited loss to ZJKG and investors.
partnership)
Beijing State-owned The commitment makers and
Capital Operation and its management personnel
Management Center; guaranteed that there were no the
Beijing Food Group cases where the Companies commitment
Performing
Co., Ltd; Guokai failed to repay large debts as makers
according to
Finance Co., Ltd; Other scheduled or failed to fulfill abided by the
07/29/2016 the
Xinniu commitments the commitments, or they commitments
commitment
Runying(Tianjing) were in administrative during the
s
Equity Investment supervision by CSRC or Reporting
Funds Partnership punished by law by Stock Period
Firm(limited Exchange in the past five
partnership) years.
The staff, assets, finances,
institutions, and business of
the target company are totally
independent from the
commitment maker and other
enterprises controlled by
commitment maker, there was the
no confusion between them. commitment
Performing
The commitment maker makers
according to
Beijing Food Group Other guarantee to separate the staff, abided by the
07/29/2016 the
Co., Ltd commitments assets, finance, institutions, commitments
commitment
and business of listed during the
s
companies from the Reporting
commitment maker and other Period
enterprises controlled by
commitment maker to keep
the independence of listed
companies in staff, assets,
finance, institutions, and
business after this transaction.
"There are no such things, like Performing the
false funding, influence on according to commitment
Beijing Food Group Other
legal procedure in JLGF, 07/29/2016 the makers
Co., Ltd commitments
and it will not influence the commitment abided by the
normal use of JLGF if its s commitments
27
Report for the First Quarter of 2017 of HaiNan Pearl River Holdings Co., Ltd.
assets with defects are during the
existed. The commitment Reporting
will need to compensate Period
ZJKG and JLGF for all
economic losses with equal
amount if there are any
defects of main assets in
JLGF resulting to any
economic losses in ZJKG
and JLGF after this
significant assets
restructuring. "
"1. Speeding up the
completion of integrating the
underlying assets. After this
transaction, the Company will
speed up to integrate the
underlying assets, setting up a
more scientific and standard
operating system, expand the
market positively, keeping a
good communication with
customers, and completing the
operating plan efficiently with
the existing business concept the
in accordance with industry commitment
Performing
characteristics of target makers
according to
HaiNan Pearl River Other companies. 、2. Strengthening abided by the
07/29/2016 the
Holdings Co., Ltd. commitments operating management and commitments
commitment
internal control. The during the
s
Company will strengthen Reporting
operating management and Period
internal control further,
improving daily operating
efficiency, cutting down
operating costs, controlling
comprehensively and
effectively the risks of
operation and management,
improving operation
efficiency. 3. Carrying out
positive policy of profit
distribution. After this
restructuring, the Company
28
Report for the First Quarter of 2017 of HaiNan Pearl River Holdings Co., Ltd.
will increase the return to
investors, perfect the policy of
profit distribution, increase
transparency of distribution
policy implementation, and
protect the interests of all
shareholders, setting up a
more scientific and rational
profit distribution and
decision-making mechanism
to protect the interests of
shareholders and investors
better. If the Company violate
the aforementioned
commitments, it will need to
announce its violation and the
reason. Except the force
majeure or other reasons
attributable to the Company,
the Company will need to
apologize to the shareholders
and public investors.
Meanwhile, it also needs to
provide the investors with
supplementary commitments
or substitutive commitments
to try to protect the interests
of investors. It need to carry
out the supplementary
commitments or substitutive
commitments reviewed and
approved by general meeting
of shareholders. "
"1. The commitment makers
Beijing State-owned
had the only, undisputed, and
Capital Operation and the
exclusive rights to the shares
Management Center; commitment
of target company. There were Performing
Guokai Finance Co., makers
no such cases where the according to
Ltd; Xinniu Other abided by the
commitment makers acted for 07/29/2016 the
Runying(Tianjing) commitments commitments
the third party to hold shares, commitment
Equity Investment during the
where lawsuits and potential s
Funds Partnership Reporting
disputes was caused, where
Firm(limited Period
any third party put forward
partnership)
the claim for rights to the
29
Report for the First Quarter of 2017 of HaiNan Pearl River Holdings Co., Ltd.
shares of target company held
by the commitment makers by
any way; 2. The
commitment makers and
management personnel(if
any)haven’t been in any
administrative
punishment(except the
punishment irrelevant to
securities market), criminal
penalties. Also, they haven’t
been involved in any
significant civil lawsuits or
arbitration related to
economic disputes; 3. The
commitment makers are
qualified to be the issuing
targets of non-public stock of
listed companies. There was
no cases where the
commitments makers can’t be
regarded as the issuing targets
as stipulated in law,
regulations, rules, and
normative documents. "
"1. The commitment makers
had the only, undisputed, and
exclusive rights to the shares
of target company. There were
no such cases where the
commitment makers acted for
the
the third party to hold shares,
commitment
where lawsuits and potential Performing
makers
disputes was caused, where according to
Beijing Food Group Other abided by the
any third party put forward 07/29/2016 the
Co., Ltd commitments commitments
the claim for rights to the commitment
during the
shares of target company held s
Reporting
by the commitment makers by
Period
any way; 2. The
commitment makers and
management personnel(if
any)haven’t been in any
administrative
punishment(except the
30
Report for the First Quarter of 2017 of HaiNan Pearl River Holdings Co., Ltd.
punishment irrelevant to
securities market), criminal
penalties. Also, they haven’t
been involved in any
significant civil lawsuits or
arbitration related to
economic disputes; 3. The
commitment makers are
qualified to be the issuing
targets of non-public stock of
listed companies. There was
no cases where the
commitments makers can’t be
regarded as the issuing targets
as stipulated in law,
regulations, rules, and
normative documents; 4.
Purchasing the listed
companies is permitted. "
“The stocks which are issued
to committing party this time
cannot be transferred within
36 months since the date of
listed stocks. If the closing
price of stocks of ZJKG is
lower than offering price for
20 successive transaction days
within 6 months after the
the
transaction is completed, or
commitment
the closing price at the end of Performing
makers
6 months is lower than according to
Beijing Food Group Other abided by the
offering price after the 07/29/2016 the
Co., Ltd commitments commitments
transaction is completed, the commitment
during the
lockup term of stocks of s
Reporting
ZJKG which are held by
Period
committing party will be
prolonged for at least 6
months. If the information
provided or revealed for the
transaction is suspected of
being involved in false record,
mislead statement or major
omission, and judicial office
places a case on file for
31
Report for the First Quarter of 2017 of HaiNan Pearl River Holdings Co., Ltd.
investigation or China
Securities Regulatory
Commission places a case on
file for investigation, before
forming investigation
conclusions, committing party
cannot transfer the stocks with
equity in ZJKG, and written
application for pausing
transferring and stock account
shall be submitted to board of
directors of listed company
within two transaction days
since the date that the case is
filed and inspection notice is
received. Board of directors
applies to Stock Exchange and
Registration & Settlement
Company for lockup directly.
If committing party does not
submit lockup application
within two transaction days,
board of directors is
authorized for verification,
after verification, board of
directors can report the
identification information and
account information of the
person to Stock Exchange and
Registration & Settlement
Company directly, and the
board applies for lockup. If
board of directors does not
report the identification
information and account
information of committing
party to Stock Exchange and
Registration & Settlement
Company, Stock Exchange
and Registration & Settlement
Company are authorized to
lock the relevant stocks
directly. If laws violating and
regulations violating
32
Report for the First Quarter of 2017 of HaiNan Pearl River Holdings Co., Ltd.
conditions are found in
investigation conclusions,
committing party promises
that the locked stocks can be
used for compensation for
relevant investors
voluntarily.”
"The stocks which are issued
to committing party this time
cannot be transferred within
12 months since the date of
listed stocks. If the
information provided or
revealed for the transaction is
suspected of being involved in
false record, mislead
statement or major omission,
and judicial office places a
case on file for investigation
or China Securities
Regulatory Commission
places a case on file for
the
Guokai Finance Co., investigation, before forming
commitment
Ltd; Xinniu investigation conclusions, Performing
makers
Runying(Tianjing) committing party cannot according to
Other abided by the
Equity Investment transfer the stocks with equity 07/29/2016 the
commitments commitments
Funds Partnership in Pearl River Holding, and commitment
during the
Firm(limited written application for s
Reporting
partnership) pausing transferring and stock
Period
account shall be submitted to
board of directors of listed
company within two
transaction days since the date
that the case is filed and
inspection notice is received.
Board of directors applies to
Stock Exchange and
Registration & Settlement
Company for lockup directly.
If committing party does not
submit lockup application
within two transaction days,
board of directors is
authorized for verification,
33
Report for the First Quarter of 2017 of HaiNan Pearl River Holdings Co., Ltd.
after verification, board of
directors can report the
identification information and
account information of the
person to Stock Exchange and
Registration & Settlement
Company directly, and the
board applies for lockup. If
board of directors does not
report the identification
information and account
information of committing
party to Stock Exchange and
Registration & Settlement
Company, Stock Exchange
and Registration & Settlement
Company are authorized to
lock the relevant stocks
directly. If laws violating and
regulations violating
conditions are found in
investigation conclusions,
committing party promises
that the locked stocks can be
used for compensation for
relevant investors voluntarily.
"
Executed
Yes
timely or not?
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.
VI Investments in derivative financial instruments
□ Applicable √ Not applicable
34
Report for the First Quarter of 2017 of HaiNan Pearl River Holdings Co., Ltd.
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.
35
Report for the First Quarter of 2017 of HaiNan Pearl River Holdings Co., Ltd.
Section IV Financial Statements
I Financial statements
1. Consolidated balance sheet
Prepared by HaiNan Pearl River Holdings Co., Ltd.
March 31, 2017
Unit: RMB
Item Closing balance Opening balance
Current assets:
Monetary funds 145,198,515.20 246,504,351.39
Settlement reserve
Interbank lendings
Financial assets at fair value through profit/loss
Derivative financial assets
Notes receivable
Accounts receivable 13,783,788.48 16,084,139.32
Accounts paid in advance 85,029,876.68 67,598,789.02
Premiums receivable
Reinsurance premiums receivable
Receivable reinsurance contract reserve
Interest receivable 2,710,880.79 2,710,880.79
Dividends receivable 260,015.00 260,015.00
Other accounts receivable 318,036,622.50 350,870,047.05
Financial assets purchased under agreements to
resell
Inventories 113,680,381.94 297,867,807.05
Assets held for sale
Non-current assets due within one year
Other current assets 8,714,139.07
Total current assets 678,700,080.59 990,610,168.69
Non-current assets:
Loans and advances to customers
Available-for-sale financial assets 30,824,994.90 30,824,994.90
36
Report for the First Quarter of 2017 of HaiNan Pearl River Holdings Co., Ltd.
Held-to-maturity investments
Long-term accounts receivable
Long-term equity investments 33,288,016.55 33,866,644.98
Investment property 41,424,771.83 19,244,780.80
Fixed assets 216,785,574.09 220,409,931.29
Construction in progress 78,169,695.02 78,169,695.02
Engineering materials
Disposal of fixed assets
Productive living assets
Oil-gas assets
Intangible assets 3,648,879.08 3,692,130.10
R&D expenses
Goodwill
Long-term deferred expenses 1,549,835.13 2,083,962.89
Deferred tax assets 4,985,486.50 4,985,486.50
Other non-current assets 1,581,840.00 1,581,840.00
Total non-current assets 412,259,093.10 394,859,466.48
Total assets 1,090,959,173.69 1,385,469,635.17
Current liabilities:
Short-term borrowings
Borrowings from the Central Bank
Money deposits accepted and inter-bank deposits
Interbank borrowings
Financial liabilities at fair value through
profit/loss
Derivative financial liabilities
Notes payable
Accounts payable 17,670,161.90 77,627,005.61
Accounts received in advance 224,367,103.88 365,746,868.16
Financial assets sold for repurchase
Fees and commissions payable
Payroll payable 11,243,320.06 12,392,816.29
Taxes payable 94,264,637.00 84,404,890.27
Interest payable 82,587,092.77 86,294,850.36
Dividends payable 3,213,302.88 3,213,302.88
37
Report for the First Quarter of 2017 of HaiNan Pearl River Holdings Co., Ltd.
Other accounts payable 584,640,314.81 541,823,806.30
Reinsurance premiums payable
Insurance contract reserve
Payables for acting trading of securities
Payables for acting underwriting of securities
Liabilities held for sale
Non-current liabilities due within one year 78,710,181.59
Other current liabilities
Total current liabilities 1,017,985,933.30 1,250,213,721.46
Non-current liabilities:
Long-term borrowings 5,000,000.00 73,666,666.66
Bonds payable
Of which: Preference shares
Perpetual bonds
Long-term accounts payable
Long-term payroll payable
Special payables
Provisions
Deferred income
Deferred tax liabilities 597,896.93 597,896.93
Other non-current liabilities
Total non-current liabilities 5,597,896.93 74,264,563.59
Total liabilities 1,023,583,830.23 1,324,478,285.05
Owners’ equity:
Share capital 426,745,404.00 426,745,404.00
Other equity instruments
Of which: Preference shares
Perpetual bonds
Capital reserve 543,615,438.94 543,615,438.94
Less: Treasury shares
Other comprehensive income
Special reserve
Surplus reserve 109,487,064.39 109,487,064.39
Provisions for general risks
38
Report for the First Quarter of 2017 of HaiNan Pearl River Holdings Co., Ltd.
Retained earnings -1,001,002,487.89 -1,014,759,604.45
Equity attributable to owners of the Company 78,845,419.44 65,088,302.88
Minority interests -11,470,075.98 -4,096,952.76
Total owners’ equity 67,375,343.46 60,991,350.12
Total liabilities and owners’ equity 1,090,959,173.69 1,385,469,635.17
2. Balance sheet of the Company
Unit: RMB
Item Closing balance Opening balance
Current assets:
Monetary funds 6,046,393.18 33,952,786.37
Financial assets at fair value through profit/loss
Derivative financial assets
Notes receivable
Accounts receivable 663,817.23 1,032,085.83
Accounts paid in advance 50,000,000.00 50,000,000.00
Interest receivable
Dividends receivable 260,015.00 260,015.00
Other accounts receivable 553,760,636.82 591,785,222.60
Inventories 4,824,035.45 4,824,035.45
Assets held for sale
Non-current assets due within one year
Other current assets
Total current assets 615,554,897.68 681,854,145.25
Non-current assets:
Available-for-sale financial assets 30,824,994.90 30,824,994.90
Held-to-maturity investments
Long-term accounts receivable
Long-term equity investments 101,171,813.99 101,713,800.55
Investment property 6,308,058.38 6,383,667.53
Fixed assets 3,898,673.13 4,019,513.64
Construction in progress
Engineering materials
Disposal of fixed assets
Productive living assets
39
Report for the First Quarter of 2017 of HaiNan Pearl River Holdings Co., Ltd.
Oil-gas assets
Intangible assets
R&D expenses
Goodwill
Long-term deferred expenses 232,283.31 278,707.32
Deferred tax assets
Other non-current assets
Total non-current assets 142,435,823.71 143,220,683.94
Total assets 757,990,721.39 825,074,829.19
Current liabilities:
Short-term borrowings
Financial liabilities at fair value through
profit/loss
Derivative financial liabilities
Notes payable
Accounts payable 2,482,949.70 2,482,949.70
Accounts received in advance 38,896.41 38,896.41
Payroll payable 1,096,956.10 1,224,801.48
Taxes payable 27,517,328.47 27,537,449.60
Interest payable 82,468,756.03 82,468,756.03
Dividends payable 3,213,302.88 3,213,302.88
Other accounts payable 508,873,600.84 650,471,361.88
Liabilities held for sale
Non-current liabilities due within one year
Other current liabilities
Total current liabilities 625,691,790.43 767,437,517.98
Non-current liabilities:
Long-term borrowings
Bonds payable
Of which: Preference shares
Perpetual bonds
Long-term payables
Long-term payroll payable
Special payables
Provisions
40
Report for the First Quarter of 2017 of HaiNan Pearl River Holdings Co., Ltd.
Deferred income
Deferred tax liabilities
Other non-current liabilities
Total non-current liabilities
Total liabilities 625,691,790.43 767,437,517.98
Owners’ equity:
Share capital 426,745,404.00 426,745,404.00
Other equity instruments
Of which: Preference shares
Perpetual bonds
Capital reserve 546,201,098.01 546,201,098.01
Less: Treasury shares
Other comprehensive income
Special reserve
Surplus reserve 109,487,064.39 109,487,064.39
Retained earnings -950,134,635.44 -1,024,796,255.19
Total owners’ equity 132,298,930.96 57,637,311.21
Total liabilities and owners’ equity 757,990,721.39 825,074,829.19
3. Consolidated income statement
Unit: RMB
Item January-March 2017 January-March 2016
1. Operating revenues 250,701,694.22 80,025,245.10
Including: Sales income 250,701,694.22 80,025,245.10
Interest income
Premium income
Fee and commission income
2. Operating costs 224,978,184.11 120,292,401.17
Including: Cost of sales 184,669,214.20 62,053,529.67
Interest expenses
Fee and commission expenses
Surrenders
Net claims paid
Net amount provided as insurance contract
reserve
41
Report for the First Quarter of 2017 of HaiNan Pearl River Holdings Co., Ltd.
Expenditure on policy dividends
Reinsurance premium
Taxes and surtaxes 11,359,640.40 4,535,479.61
Selling expenses 2,813,146.35 4,500,007.25
Administrative expenses 26,547,201.47 24,208,857.95
Finance costs 3,601,893.63 24,749,365.53
Asset impairment loss -4,012,911.94 245,161.16
Add: Profit on fair value changes (“-” means loss)
Investment income (“-” means loss) -578,628.43 -120,373.11
Including: Share of profit/loss of associates and
-514,986.56 -93,817.01
joint ventures
Exchange gains (“-” means loss)
3. Operating profit (“-” means loss) 25,144,881.68 -40,387,529.18
Add: Non-operating income 218,154.56 167,838.50
Including: Profit on disposal of non-current
168,799.75 37,402.65
assets
Less: Non-operating expense 1,590,430.76 626,962.91
Including: Loss on disposal of non-current
1,108.20
assets
4. Total profit (“-” means loss) 23,772,605.48 -40,846,653.59
Less: Corporate income tax 8,208,612.14 29,699.94
5. Net profit (“-” means loss) 15,563,993.34 -40,876,353.53
Net profit attributable to owners of the
13,757,116.56 -38,541,192.11
Company
Minority interests’ income 1,806,876.78 -2,335,161.42
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
42
Report for the First Quarter of 2017 of HaiNan Pearl River Holdings Co., Ltd.
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
6.2.6 Other
Other comprehensive income net of tax
attributable to minority interests
7. Total comprehensive income 15,563,993.34 -40,876,353.53
Attributable to owners of the Company 13,757,116.56 -38,541,192.11
Attributable to minority interests 1,806,876.78 -2,335,161.42
8. Earnings per share
8.1 Basic earnings per share 0.03 -0.09
8.2 Diluted earnings per share 0.03 -0.09
Where business mergers under the same control occurred in this Reporting Period, the net profit achieved by the merged parties
before the business mergers was RMB , with the corresponding amount for the last period being RMB .
4. Income statement of the Company
Unit: RMB
Item January-March 2017 January-March 2016
1. Operating revenues 2,857.14 24,000.00
Less: Operating costs 75,609.15 88,898.40
Taxes and surtaxes 35,285.59 1,344.00
Selling expenses
Administrative expenses 3,558,898.68 3,345,978.22
Finance costs 1,463,740.59 19,802,710.81
Asset impairment loss -5,318,040.00 10,508.69
Add: profit on fair value changes (“-” means loss)
Investment income (“-” means loss) 75,278,013.44 -93,817.01
Including: Share of profit/loss of associates
-514,986.56 -93,817.01
and joint ventures
2. Operating profit (“-” means loss) 75,465,376.57 -23,319,257.13
Add: Non-operating income 37,402.65
43
Report for the First Quarter of 2017 of HaiNan Pearl River Holdings Co., Ltd.
Including: Profit on disposal of non-current
37,402.65
assets
Less: Non-operating expense 803,756.82 505,557.69
Including: Loss on disposal of non-current
assets
3. Total profit (“-” means loss) 74,661,619.75 -23,787,412.17
Less: Corporate income tax
4. Net profit (“-” means loss) 74,661,619.75 -23,787,412.17
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 74,661,619.75 -23,787,412.17
7. Earnings per share
7.1 Basic earnings per share
7.2 Diluted earnings per share
5. Consolidated cash flow statement
Unit: RMB
Item January-March 2017 January-March 2016
1. Cash flows from operating activities:
Cash received from sale of commodities and
110,756,485.97 271,878,051.01
rendering of service
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Report for the First Quarter of 2017 of HaiNan Pearl River Holdings Co., Ltd.
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 activities 11,544,600.50 36,012,845.76
Subtotal of cash inflows from operating activities 122,301,086.47 307,890,896.77
Cash paid for goods and services 47,389,616.85 55,351,676.42
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
Cash paid to and for employees 62,131,142.29 56,510,933.73
Taxes paid 14,923,785.96 24,943,567.32
Cash paid for other operating activities 75,085,116.28 46,261,558.78
Subtotal of cash outflows due to operating activities 199,529,661.38 183,067,736.25
Net cash flows from operating activities -77,228,574.91 124,823,160.52
2. Cash flows from investing activities:
Cash received from retraction of investments 10,000,000.00 12,000,000.00
Cash received as investment income 8,767.17
Net cash received from disposal of fixed assets,
44,096,793.00 1,250,200.00
intangible assets and other long-term assets
Net cash received from disposal of subsidiaries
or other business units
45
Report for the First Quarter of 2017 of HaiNan Pearl River Holdings Co., Ltd.
Cash received from other investing activities 49,136.10
Subtotal of cash inflows from investing activities 54,145,929.10 13,258,967.17
Cash paid to acquire fixed assets, intangible
241,017.88 617,966.30
assets and other long-term assets
Cash paid for investment 4,000,000.00
Net increase in pledged loans
Net cash paid to acquire subsidiaries and other
business units
Cash paid for other investing activities 1,382,643.70
Subtotal of cash outflows due to investing activities 241,017.88 6,000,610.00
Net cash flows from investing activities 53,904,911.22 7,258,357.17
3. Cash flows from financing activities:
Cash received from capital contributions
Including: Cash received from minority
shareholder investments by subsidiaries
Cash received as borrowings 181,957,725.27 25,582,000.00
Cash received from issuance of bonds
Cash received from other financing activities 5,890,876.56
Subtotal of cash inflows from financing activities 181,957,725.27 31,472,876.56
Repayment of borrowings 245,090,489.70 135,739,611.00
Cash paid for interest expenses and distribution
13,129,408.07 20,454,822.21
of dividends or profit
Including: dividends or profit paid by
subsidiaries to minority interests
Cash paid for other financing activities 1,720,000.00 2,372,972.50
Sub-total of cash outflows due to financing
259,939,897.77 158,567,405.71
activities
Net cash flows from financing activities -77,982,172.50 -127,094,529.15
4. Effect of foreign exchange rate changes on cash
and cash equivalents
5. Net increase in cash and cash equivalents -101,305,836.19 4,986,988.54
Add: Opening balance of cash and cash
246,504,351.39 205,762,131.54
equivalents
6. Closing balance of cash and cash equivalents 145,198,515.20 210,749,120.08
6. Cash flow statement of the Company
Unit: RMB
Item January-March 2017 January-March 2016
46
Report for the First Quarter of 2017 of HaiNan Pearl River Holdings Co., Ltd.
1. Cash flows from operating activities:
Cash received from sale of commodities and
3,010,360.00
rendering of service
Tax refunds received
Cash received from other operating activities 37,335.96 81,546,191.96
Subtotal of cash inflows from operating activities 37,335.96 84,556,551.96
Cash paid for goods and services
Cash paid to and for employees 1,632,281.06 2,077,411.96
Taxes paid 41,296.88 400,383.73
Cash paid for other operating activities 2,985,361.81 8,282,131.06
Subtotal of cash outflows due to operating activities 4,658,939.75 10,759,926.75
Net cash flows from operating activities -4,621,603.79 73,796,625.21
2. Cash flows from investing activities:
Cash received from retraction of investments 10,000,000.00 8,000,000.00
Cash received as investment income
Net cash received from disposal of fixed assets,
35,000,000.00 50,000.00
intangible assets and other long-term assets
Net cash received from disposal of subsidiaries
or other business units
Cash received from other investing activities 49,136.10
Subtotal of cash inflows from investing activities 45,049,136.10 8,050,000.00
Cash paid to acquire fixed assets, intangible
5,999.00
assets and other long-term assets
Cash paid for investment 10,000,000.00
Net cash paid to acquire subsidiaries and other
business units
Cash paid for other investing activities
Subtotal of cash outflows due to investing activities 10,005,999.00
Net cash flows from investing activities 45,049,136.10 -1,955,999.00
3. Cash flows from financing activities:
Cash received from capital contributions
Cash received as borrowings 2,000,000.00 1,000,000.00
Cash received from issuance of bonds
Cash received from other financing activities
Subtotal of cash inflows from financing activities 2,000,000.00 1,000,000.00
Repayment of borrowings 66,954,800.00 66,739,611.00
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Report for the First Quarter of 2017 of HaiNan Pearl River Holdings Co., Ltd.
Cash paid for interest expenses and distribution
1,659,125.50 5,105,311.08
of dividends or profit
Cash paid for other financing activities 1,720,000.00 118,830.00
Sub-total of cash outflows due to financing
70,333,925.50 71,963,752.08
activities
Net cash flows from financing activities -68,333,925.50 -70,963,752.08
4. Effect of foreign exchange rate changes on cash
and cash equivalents
5. Net increase in cash and cash equivalents -27,906,393.19 876,874.13
Add: Opening balance of cash and cash
33,952,786.37 479,720.71
equivalents
6. Closing balance of cash and cash equivalents 6,046,393.18 1,356,594.84
II Auditor’s report
Is this Report audited?
□ Yes √ No
This Report is not audited.
HaiNan Pearl River Holdings Co., Ltd.
April 29, 2017
48