Short Form of the Stock: ST Donghai-A, ST Donghai-B Stock Code: 000613, 200613 海南大东海旅游中心股份有限公司 Hainan Dadonghai Tourism Centre (Holdings) Co., Ltd. The First Quarterly Report 2013 (Full Text) Disclosure Date: 27 April 2013 司公限有份股心中游旅海东大南海 2013 文全告报度季一第年 Section I. Important Notes Board of Directors and the Supervisory Committee of Hainan Dadonghai Tourism Centre (Holdings) Co., Ltd. (hereinafter referred to as the Company) and its directors, supervisors and senior executives should guarantee the reality, accuracy and completion of the quarterly report, there are no any fictitious statements, misleading statements or important omissions carried in this report, and shall take legal responsibilities, individual and/or joint. Li Yuanbin, Person in charge of the Company, Chen Liurong, person in charger of accounting works and Li Zhi, person in charger of accounting organ (accounting officer) hereby confirm that the Financial Report of this Quarterly Report is authentic, accurate and complete. All Directors are attended the Board Meeting for Quarterly Report deliberation. 2 司公限有份股心中游旅海东大南海 2013 文全告报度季一第年 Section II. Main financial data and changes of shareholders I. Main financial data Whether has retroactive adjustment or re-statement on financial data of previous’ period in this report or not □Yes √ No Changes of this period over same Jan. – March 2013 Jan. – March 2012 period of last year (%) Operating income (RMB) 11,024,910.00 14,779,669.30 -25.4% Net profit attributable to shareholders of 879,794.04 986,380.62 -10.81% the listed company(RMB) Net profit attributable to shareholders of the listed company after deducting 823,392.79 921,866.47 -10.68% non-recurring gains and losses(RMB) Net cash flow arising from operating 4,471,475.40 204,220.35 2,089.53% activities(RMB) Basic earnings per share (RMB/Share) 0.0024 0.0027 -11.11% Diluted earnings per share (RMB/Share) 0.0024 0.0027 -11.11% Weighted average ROE (%) 1.04% 1.2% -0.16% Changes of this period-end over same 2013-3-31 2012-12-31 period-end of last year (%) Total assets (RMB) 120,969,971.34 115,785,974.55 4.48% Net assets attributable to shareholder of 84,990,961.86 84,111,167.82 1.05% listed company (RMB) Items of non-recurring gains and losses √ Applicable □ Not applicable Unit: RMB Amount from year-begin to Item Note period-end Other non-operating income and expenditure except for the 56,401.25 - aforementioned items Total 56,401.25 -- II. Total number of shareholders at the end of this report period and top ten shareholders Unit: Share Total number of shareholders 26,852 at the end of report period Top ten shareholders 3 司公限有份股心中游旅海东大南海 2013 文全告报度季一第年 Proportio Number of share pledged/frozen Amount of Nature of n of Amount of Shareholder’s name restricted shareholder shares shares held State of share Amount shares held held (%) Haikou GrocHaikou Agriculture & Domestic Industry & Trade (Luoniushan) non-state-owned 16.81% 61,190,270 0 Pledged 60,000,000 Co., Ltd. legal person Overseas Shanghai HK Wanguo Securities 5.44% 19,815,375 0 legal person Domestic Yangpu Tongrong Investment non-state-owned 3.47% 12,640,832 Pledged 12,600,000 Management Consultation Co., Ltd. legal person Domestic Shanghai Zhongqing Hotel non-state-owned 2.48% 9,012,979 0 Property Management Co.,Ltd. legal person Domestic Sanya Yongli Investment Co., Ltd. non-state-owned 1.9% 6,930,000 0 legal person China Everbright Securities (HK) Overseas 1.77% 6,448,238 0 Limited legal person Domestic CI CITIC Assets Management Co., non-state-owned 1.27% 4,620,000 0 Ltd. legal person Domestic nature Cao Huili 1.2% 4,370,439 0 person Domestic Sanya Zhongxing Development non-state-owned 1% 3,630,000 3,630,000 Co., Ltd. legal person Everbright Securities Limited agreed to repurchase the special Other 0.96% 3,500,000 0 account Top ten shareholders with unrestricted shares held Type of shares Shareholder’s name Amount of unrestricted shares held Type Amount Haikou GrocHaikou Agriculture & Industry & Trade RMB ordinary 61,190,270 61,190,270 (Luoniushan) Co., Ltd. shares Domestically Shanghai HK Wanguo Securities 19,815,375 listed foreign 19,815,375 shares Yangpu Tongrong Investment Management Consultation 12,640,832 RMB ordinary 12,640,832 4 司公限有份股心中游旅海东大南海 2013 文全告报度季一第年 Co., Ltd. shares Shanghai Zhongqing Hotel Property Management RMB ordinary 9,012,979 9,012,979 Co.,Ltd. shares RMB ordinary Sanya Yongli Investment Co., Ltd. 6,930,000 6,930,000 shares Domestically China Everbright Securities (HK) Limited 6,448,238 listed foreign 6,448,238 shares RMB ordinary CI CITIC Assets Management Co., Ltd. 4,620,000 4,620,000 shares RMB ordinary Cao Huili 4,370,439 4,370,439 shares Everbright Securities Limited agreed to repurchase the RMB ordinary 3,500,000 3,500,000 special account shares Domestically CITRINE CAPITAL LIMITED 3,265,200 listed foreign 3,265,200 shares The Company is unknown whether there exists associated relationship or Explanation on associated relationship or accordant belongs to the consistent actor regulated by the Management Measure of action among the aforesaid shareholders Information Disclosure on Change of Shareholding for Listed Company among the other shareholders. 5 司公限有份股心中游旅海东大南海 2013 文全告报度季一第年 Section III. Significant Events I. Particulars about material changes in items of main accounting statement and financial index and explanations of reasons 1. Items of balance sheet Unit: RMB At the end of At the beginning Item Change (%) Reasons of changes reporting of reporting Accounts receivable 3,553,474.48 2,523,510.68 40.81% Due to the increase of sales receivable Payment in advance 163,525.84 86,579.35 88.87% Due to the increase of purchase advance Others receivables 3,369,650.62 2,221,769.24 51.67% Due to the increase of other receivables Payroll payable 5,960,036.59 3,638,558.05 63.80% Due to provision of South China Hotel performance pay 2. Items of profit statement Unit: RMB Item At same period of At this period Change (%) Reasons of changes last year Main business income 11,024,910.00 14,779,669.30 -25.40% Due to catering outsourcing Main business cost 3,047.90 2,605,289.01 -99.88% Due to catering outsourcing Business tax and 617,394.96 827,661.49 -25.40% Due to the decrease of income surcharge Sales expenses 3,010,477.20 4,716,421.82 -36.17% Due to catering outsourcing Financial expenses 57,728.03 124,735.16 -53.72% Due to the decrease of income and the decrease of settlement fee expenditure 3. Items of in cash flow statement Unit: RMB Item At same period of At this period Change (%) Reasons of changes last year Cash received from sales of goods and labor 9,839,276.62 12,034,853.05 -18.24% Due to catering outsourcing and the services provided decrease of income Cash received from other operating activities 2,389,571.07 341,851.62 599.01 % Due to the increase of collection and deposits Cash paid to purchase goods and receive labor 1,646,794.59 5,371,948.99 -69.34% Due to catering outsourcing and the service decrease of expenditure Taxes paid 979,005.88 1,793,426.07 -45.41% Due to the decrease of income 6 司公限有份股心中游旅海东大南海 2013 文全告报度季一第年 Net cash flow from operating activities 4,471,475.40 204,220.35 2,089.53% Due to catering outsourcing and the decrease of cost expenditure II. Analysis and explanation of significant events and their influence and solutions Nil III. Commitments make within the report period or persisted to the period by the Company or shareholder with over 5 percent shares held Implemen Item of Commitments Promisee Content of commitments Date Term tation Sharehold ers Seeking restructuring side for assets At the Implemen Commitments for Share Merger Reform holding reorganization in an appropriate time. No 2008-06-20 appropriat ting shares appropriate restructuring side has been e time over 5% found so far. Commitments made in acquisition report or - - - - - equity change report Commitments made in assets reorganization - - - - - Commitments made in initial public offering - - - - - or refinancing Other commitments for small and medium - - - - - shareholders of the company Perform the commitment promptly or not No Specific reason Not applicable For non-performance and the next plan Make commitment in respect of the No competition and related transaction or not Solution period for commitment Not applicable Solution method Not applicable Performance of commitment Not applicable IV. Predict of the business performance from January to June 2013 Warnings and reasons of the predict that the cumulative net profit from the begin of the year to the end of next report period may be loss or have great changes comparing with the same period of last year □Applicable √Not applicable V. Securities Investment □Applicable √Not applicable 7 司公限有份股心中游旅海东大南海 2013 文全告报度季一第年 VI. Derivative Investment □Applicable √Not applicable VII. Registration form for receiving research, communication and interview in the report period Nil Section IV. Financial statement I. Financial statement 1. Balance sheet Prepared by Hainan Dadonghai Tourism Centre (Holdings) Co., Ltd. Unit: RMB Items Balance at period-end Balance at period-begin Current assets: Monetary funds 19,114,810.09 15,194,668.69 Settlement provisions Capital lent Transaction finance asset Notes receivable Accounts receivable 3,553,474.48 2,523,510.68 Accounts paid in advance 163,525.84 86,579.35 Insurance receivable Reinsurance receivables Contract reserve of reinsurance receivable Interest receivable Dividend receivable Other receivables 3,369,650.62 2,221,769.24 Purchase restituted finance asset Inventories 341,200.51 291,524.72 Non-current asset due within one year Other current assets Total current assets 26,542,661.54 20,318,052.68 Non-current assets: Granted loans and advances Finance asset available for sales 8 司公限有份股心中游旅海东大南海 2013 文全告报度季一第年 Held-to-maturity securities Long-term account receivable Long-term equity investment Investment property Fixed assets 64,808,476.76 65,533,275.02 Construction in progress Engineering material Disposal of fixed asset Productive biological asset Oil and gas asset Intangible assets 28,740,390.21 28,957,572.00 Expense on Research and Development Goodwill Long-term expenses to be apportioned 878,442.83 977,074.85 Deferred income tax asset Other non-current asset Total non-current asset 94,427,309.80 95,467,921.87 Total assets 120,969,971.34 115,785,974.55 Current liabilities: Short-term loans Loan from central bank Absorbing deposit and interbank deposit Capital borrowed Transaction financial liabilities Notes payable Accounts payable 2,154,027.10 1,981,833.63 Accounts received in advance 1,875,760.03 2,031,429.61 Selling financial asset of repurchase Commission charge and commission payable Wage payable 5,960,036.59 3,638,558.05 Taxes payable -838,700.67 -1,131,657.47 Interest payable Dividend payable Other accounts payable 26,827,886.43 25,154,642.91 9 司公限有份股心中游旅海东大南海 2013 文全告报度季一第年 Reinsurance payables Insurance contract reserve Security trading of agency Security sales of agency Non-current liabilities due within 1 year Other current liabilities Total current liabilities 35,979,009.48 31,674,806.73 Non-current liabilities: Long-term loans Bonds payable Long-term account payable Special accounts payable Projected liabilities Deferred income tax liabilities Other non-current liabilities Total non-current liabilities Total liabilities 35,979,009.48 31,674,806.73 Owner’s equity (or shareholders’ equity): Paid-in capital (or share capital) 364,100,000.00 364,100,000.00 Capital public reserve 54,142,850.01 54,142,850.01 Less: Inventory shares Reasonable reserve Surplus public reserve Provision of general risk Retained profit -333,251,888.15 -334,131,682.19 Balance difference of foreign currency translation Total owner’s equity attributable to parent company 84,990,961.86 84,111,167.82 Minority interests Total owner’s equity(or shareholders’ equity) 84,990,961.86 84,111,167.82 Total liabilities and owner’s equity(or shareholders’ 120,969,971.34 115,785,974.55 equity) Legal representative: Li Yuanbin Person in charger of accounting works: Chen Liurong Person in charger of accounting organ: Li Zhi 2. Profit Statement 10 司公限有份股心中游旅海东大南海 2013 文全告报度季一第年 Prepared by Hainan Dadonghai Tourism Centre (Holdings) Co., Ltd. Unit: RMB Items Amount at this period Amount at last period I. Total operating income 11,024,910.00 14,779,669.30 Including: Operating income 11,024,910.00 14,779,669.30 Interest income Insurance gained Commission charge and commission income II. Total operating cost 9,908,252.53 13,529,009.29 Including: Operating cost 3,047.90 2,605,289.01 Interest expense Commission charge and commission expense Cash surrender value Net amount of expense of compensation Net amount of withdrawal of insurance contract reserve Bonus expense of guarantee slip Reinsurance expense Operating tax and extras 617,394.96 827,661.49 Sales expenses 3,010,477.20 4,716,421.82 Administration expenses 6,219,604.44 5,254,901.81 Financial expenses 57,728.03 124,735.16 Losses of devaluation of asset Add: Changing income of fair value(Loss is listed with “-”) Investment income (Loss is listed with “-”) Including: Investment income on affiliated company and joint venture Exchange income (Loss is listed with “-”) III. Operating profit (Loss is listed with “-”) 1,116,657.47 1,250,660.01 Add: Non-operating income 57,401.25 64,514.15 Less: Non-operating expense 1,000.00 Including: Disposal loss of non-current asset IV. Total Profit (Loss is listed with “-”) 1,173,058.72 1,315,174.16 Less: Income tax 293,264.68 328,793.54 V. Net profit (Net loss is listed with “-”) 879,794.04 986,380.62 11 司公限有份股心中游旅海东大南海 2013 文全告报度季一第年 Including: Net profit achieved by the merged party before the merger Net profit attributable to owner’s equity of parent 879,794.04 986,380.62 company Minority shareholders’ gains and losses VI. Earnings per share -- -- i. Basic earnings per share 0.0024 0.0027 ii. Diluted earnings per share 0.0024 0.0027 VII. Other consolidated income VIII. Total consolidated income 879,794.04 986,380.62 Total consolidated income attributable to owners of 879,794.04 986,380.62 parent company Total consolidated income attributable to minority shareholders Legal representative: Li Yuanbin Person in charger of accounting works: Chen Liurong Person in charger of accounting organ: Li Zhi 3. Cash flow statement Prepared by Hainan Dadonghai Tourism Centre (Holdings) Co., Ltd. Unit: RMB Items Amount at this period Amount at last period I. Cash flows arising from operating activities: Cash received from selling commodities and providing labor 9,839,276.62 12,034,853.05 services Net increase of customer deposit and interbank deposit Net increase of loan from central bank Net increase of capital borrowed from other financial institution Cash received from original insurance contract fee Net cash received from reinsurance business Insured savings and net increase of investment Net increase of disposal of transaction financial asset Cash received from interest, commission charge and commission Net increase of capital borrowed Net increase of returned business capital Write-back of tax received Other cash received concerning operating activities 2,389,571.07 341,851.62 12 司公限有份股心中游旅海东大南海 2013 文全告报度季一第年 Subtotal of cash inflow arising from operating activities 12,228,847.69 12,376,704.67 Cash paid for purchasing commodities and receiving labor 1,646,794.59 5,371,948.99 service Net increase of customer loans and advances Net increase of deposits in central bank and interbank Cash paid for original insurance contract compensation Cash paid for interest, commission charge and commission Cash paid for bonus of guarantee slip Cash paid to/for staff and workers 3,035,193.84 3,150,497.81 Taxes paid 979,005.88 1,793,426.07 Other cash paid concerning operating activities 2,096,377.98 1,856,611.45 Subtotal of cash outflow arising from operating activities 7,757,372.29 12,172,484.32 Net cash flows arising from operating activities 4,471,475.40 204,220.35 II. Cash flows arising from investing activities: Cash received from recovering investment Cash received from investment income Net cash received from disposal of fixed, intangible and other 100.00 long-term assets Net cash received from disposal of subsidiaries and other units Other cash received concerning investing activities Subtotal of cash inflow from investing activities 100.00 Cash paid for purchasing fixed, intangible and other long-term 551,434.00 370,393.90 assets Cash paid for investment Net increase of mortgaged loans Net cash received from subsidiaries and other units Other cash paid concerning investing activities Subtotal of cash outflow from investing activities 551,434.00 370,393.90 Net cash flows arising from investing activities -551,334.00 -370,393.90 III. Cash flows arising from financing activities Cash received from absorbing investment Including: Cash received from absorbing minority shareholders’ investment by subsidiaries Cash received from loans Cash received from issuing bonds Other cash received concerning financing activities 13 司公限有份股心中游旅海东大南海 2013 文全告报度季一第年 Subtotal of cash inflow from financing activities Cash paid for settling debts Cash paid for dividend and profit distributing or interest paying Including: Dividend and profit of minority shareholder paid by subsidiaries Other cash paid concerning financing activities Subtotal of cash outflow from financing activities Net cash flows arising from financing activities IV. Influence on cash due to fluctuation in exchange rate V. Net increase of cash and cash equivalents 3,920,141.40 -166,173.55 Add: Balance of cash and cash equivalents at the period -begin 15,194,668.69 12,374,582.48 VI. Balance of cash and cash equivalents at the period -end 19,114,810.09 12,208,408.93 Legal representative: Li Yuanbin Person in charger of accounting works: Chen Liurong Person in charger of accounting organ: Li Zhi II. Audit report Whether the first quarterly report had been audited or not □ Yes √ No Board of Directors of Hainan Dadonghua Tourism Centre (Holdings) Co., LTD Chairman: Li Yuanbin April 25, 2013 14