司公限有份股心中游旅海东大南海 2013 文全告报度年半年 Short Form of the Stock: ST Donghai-A, ST Donghai-B Stock Code: 000613, 200613 Hainan Dadonghai Tourism Centre (Holdings) Co., Ltd. Hainan Dadonghai Tourism Centre (Holdings) Co., Ltd. Semi-Annual Report 2013 (Full Text) Disclosure Date: 30 August 2013 1 司公限有份股心中游旅海东大南海 2013 文全告报度年半年 Section I. Important Notice, Contents and Paraphrase Important Notice: Board of Directors, Supervisory Committee, all directors, supervisors and senior executives of Hainan Dadonghai Tourism Centre (Holdings) Co., Ltd. (hereinafter referred to as the Company) hereby confirm that there are no any fictitious statements, misleading statements, or important omissions carried in this report, and shall take all responsibilities, individual and/or joint, for the reality, accuracy and completion of the whole contents. Li Yuanbin, principal of the Company, Chen Liurong, person in charger of accounting works and Li Zhi, person in charge of accounting organ (accounting principal) hereby confirm that the Financial Report of Semi-Annual Report 2013 is authentic, accurate and complete. All directors are attended the Board Meeting for report deliberation. The Company has no plans of cash dividend distributed, no bonus shares and has no share converted from capital reserve either. Concerning the forward-looking statements with future planning involved in the Semi-Report, they do not constitute a substantial commitment for investors. Investors are advised to exercise caution of investment risks. 2 司公限有份股心中游旅海东大南海 2013 文全告报度年半年 Content Semi-Annual Report 2013 ...................................................................................................................1 Section I Important Notice, Contents and Paraphrase .........................................................................4 Section II Company Profile..................................................................................................................5 Section III Accounting data and summary of finnaical indexes ..........................................................7 Section IV Report of the Board of Directors .......................................................................................9 Section V Important Events ...............................................................................错误!未定义书签。 错误 Section VI Changes in shares and particular about shareholders ......................................................20 Section VII Directors, Supervisors and Senior Executives ..............................................................24 Section VIII Financial Report ............................................................................................................25 Section IX Documents Available for Reference ...............................................................................96 3 司公限有份股心中游旅海东大南海 2013 文全告报度年半年 Paraphrase Items Refers to Definition CSRC Refers to China Securities Regulation Commission SSE Refers to Shenzhen Stock Exchange Company Law Refers to Company Law of The People’s Republic of China Securities Law Refers to Securities Law of The People’s Republic of China Company/the Company Refers to Hainan Dadonghai Tourism Centre (Holdings) Co., Ltd. Article of Association of Hainan Dadonghai Tourism Centre Article of Association Refers to (Holdings) Co., Ltd. Shareholders’ General Meeting of Hainan Dadonghai Shareholders’ General Meeting Refers to Tourism Centre (Holdings) Co., Ltd. Board of Hainan Dadonghai Tourism Centre (Holdings) Co., Board Refers to Ltd. Supervisory Committee of Hainan Dadonghai Tourism Supervisory Committee Refers to Centre (Holdings) Co., Ltd. Yuan Refers to RMB/CNY Risk Warning Securities Times, Hong Kong Commercial Daily and Juchao Website (www.cninfo.com.cn) are the media for information disclosure appointed by the Company for year of 2013, all information under the name of the Company disclosed on the above said media shall prevail The report is prepared in bilingual versions of Chinese and English respectively, in the event of any discrepancy in understanding the two aforementioned versions, the Chinese version shall prevail. Investors are advised to exercise caution of investment risks. 4 司公限有份股心中游旅海东大南海 2013 文全告报度年半年 Section II Company profile I. Company Profile Short form for share ST Donghai-A , ST Donghai-B Code for share 000613, 200613 Short form for share after the N/A change (if applicable) Listing stock exchange Shenzhen Stock Exchange Chinese name of the Company 司公限有份股心中游旅海东大南海 Abbr. of Chinese name of the Company(if applicable) 海东大 English name of the Hainan Dadonghai Tourism Centre (Holdings) Co.,Ltd. Company(if applicable) Abbr. of English name of the DADONGHAI Company(if applicable) Legal Representative Li Yuanbin II. Contact person and ways Secretary of the Board Rep. of securities affairs Name Wang Hongjuan Contact adds. Dadonghai Sanya Tel. 0898-88219921 Fax. 0898-88214998 E-mail hnddhhn@21cn.com III. Others 1. Way of contact Whether registrations address, offices address and codes as well as website and email of the Company changed in reporting period or not □ Applicable √ Not applicable Registrations address, offices address and codes as well as website and email of the Company has no change in reporting period, found more details in Annual Report 2012. 5 司公限有份股心中游旅海东大南海 2013 文全告报度年半年 2. Information disclosure and preparation place Whether information disclosure and preparation place changed in reporting period or not □ Applicable √ Not applicable The newspaper appointed for information disclosure, website for semi-annual report publish appointed by CSRC and preparation place for semi-annual report have no change in reporting period, found more details in Annual Report 2012. 3. Registration changes of the Company Whether registration has changed in reporting period or not □ Applicable √ Not applicable Date/place for registration of the Company, registration number for enterprise legal license, number of taxation registration and organization code have no change in reporting period, found more details in Annual Report 2012. 4. Other relevant information Whether other relevant information has changed in reporting period or not □ Applicable √ Not applicable 6 司公限有份股心中游旅海东大南海 2013 文全告报度年半年 Section III. Accounting data and summary of financial indexes I. Main accounting data and financial indexes Whether it has retroactive adjustment or re-statement on previous accounting data for accounting policy changed and accounting error correction or not □Yes √ No Same period of Increase/decrease in this report Current period last year y-o-y (%) Operating revenue (RMB) 14,778,787.50 20,425,639.30 -27.65% Net profit attributable to shareholders of the -481,971.51 589,416.25 -181.77% listed company(RMB) Net profit attributable to shareholders of the listed company after deducting -556,917.86 432,477.66 -228.77% non-recurring gains and losses(RMB) Net cash flow arising from operating 2,947,494.11 -284,159.33 1,137.26% activities(RMB) Basic earnings per share (RMB/Share) -0.0013 0.0016 -181.25% Diluted earnings per share (RMB/Share) -0.0013 0.0016 -181.25% Weighted average ROE (%) -0.57% 0.72% -1.29% End of current End of last Increase/decrease in this report-end period period over that of last period-end (%) Total assets (RMB) 117,760,824.84 115,785,974.55 1.71% Net assets attributable to shareholder of 83,629,196.31 84,111,167.82 -0.57% listed company(RMB) II. Difference of the accounting data under accounting rules in and out of China 1. Difference of the net profit and net assets disclosed in financial report, under both IAS (International Accounting Standards) and Chinese GAAP (Generally Accepted Accounting Principles) In RMB Net profit attributable to shareholders of Net assets attributable to shareholders of listed company listed company Amount in this Amount at Amount in last period Amount at period-begin period period-end Chinese GAAP -481,971.51 589,416.25 83,629,196.31 84,111,167.82 7 司公限有份股心中游旅海东大南海 2013 文全告报度年半年 Items and amount adjusted by IAS IAS -481,971.51 589,416.25 83,629,196.31 84,111,167.82 2. Difference of the net profit and net assets disclosed in financial report, under both foreign accounting rules and Chinese GAAP (Generally Accepted Accounting Principles) In RMB Net profit attributable to shareholders of Net assets attributable to shareholders of listed company listed company Amount in this Amount at Amount in last period Amount at period-begin period period-end Chinese GAAP -481,971.51 589,416.25 83,629,196.31 84,111,167.82 Items and amount adjusted by foreign accounting rules By foreign accounting -481,971.51 589,416.25 83,629,196.31 84,111,167.82 rules 3. Reasons for the differences of accounting data under accounting rules in and out of China No differences. III. Items and amounts of extraordinary profit (gains)/loss In RMB Item Amount Note Gains/losses from the disposal of non-current asset (including the 200.00 - write-off that accrued for impairment of assets) Other non-operating income and expenditure except for the 74,746.35 - aforementioned items Total 74,946.35 -- Concerning the extraordinary profit (gain)/loss defined by Q&A Announcement No.1 on Information Disclosure for Companies Offering Their Securities to the Public --- Extraordinary Profit/loss, and the items defined as recurring profit (gain)/loss according to the lists of extraordinary profit (gain)/loss in Q&A Announcement No.1 on Information Disclosure for Companies Offering Their Securities to the Public --- Extraordinary Profit/loss, explain reasons □ Applicable √ Not applicable 8 司公限有份股心中游旅海东大南海 2013 文全告报度年半年 Section IV. Report of the Board of Directors I. Introduction During the report period, affected by the sustaining downturn of the global economy and the domestic macro-control, the number of domestic and overseas tourists drops sharply, and the tourist market declines. In addition, the top-grade, mid-grade, and low-grade hotels in Hainan increase quickly in the recent years, the Company bears great pressures. Confronting with the unfavorable situations of weak economy and fierce market competition, the Company insists on implementing the business objectives established at the beginning of the year, takes the markets as the guidance, takes cost decreasing and benefit increasing as the principal line, and takes the corporate profitability as the core, actively expands the marketing channels, adjusts the management concept, adopts effective management countermeasures, and improves the response capacity to the market risks, the Company maintains a stable business development momentum. II. Main business analysis Introduction In the reporting period, the Company took tourism services industry as the major business, mainly engaged in the accommodation and catering. The Company’s main business income was 14,778,800 Yuan, reduced by 5,646,800 Yuan compared to the same period of last year with 27.64% down; operating costs were 5,100 Yuan, reduced by 3,017,000 Yuan compared to the same period of last year with 99.83% decreased; selling expenses were 5,866,300 Yuan, reduced by 2,579,300 Yuan compared to the same period of last year with 30.54% decreased; administrative fee was 8,568,600 Yuan, increased by 1,536,800 Yuan compared to the same period of last year with an increase of 21.85%; financial expenses were 68,100 Yuan, reduced by 89,200 Yuan compared to the same period of last year with 56.71% decreased; operating profit was -556,900 Yuan, decreased by 1,185,800 Yuan compared to the same period of last year with an decrease of 188.55%; net amount of non-operating revenue and expenditure was 74,900 Yuan, decreased by 83,200 Yuan compared to the same period of last year with an decrease of 52.62%; net profit was -482,000 Yuan, decreased by 1,071,400 Yuan compared to the same period of last year with 181.77 % down. Y-o-y changes of main financial data In RMB Y-o-y Current Same period increase/decrea Reasons for changes period of last year se (%) Operation revenue 14,778,787.50 20,425,639.30 -27.65% Due to food and beverage outsourcing Operation cost 5,091.20 3,022,082.13 -99.83% Due to food and beverage outsourcing 9 司公限有份股心中游旅海东大南海 2013 文全告报度年半年 Sales expenses 5,866,274.92 8,445,611.25 -30.54% Due to food and beverage outsourcing The enterrainment expenses, promotion charge and Administrative expenses 8,568,614.42 7,031,751.32 21.86% salary increased and the sharing for above the quota of hotel accrued The revenue declined, and settlment handling charge Financial cost 68,112.72 157,341.12 -56.71% expenses declined Income tax expense 196,472.08 -100% Due to deficit Net cash flow arising from Food and beverage outsourcing, the expenses from cost 2,947,494.11 -284,159.33 1,137.26% operation activities of good purchased decreased Net cash flow arising from -573,234.00 -9,542,747.90 -93.99% The investment decreased investment activities Together affected by the y-o-y growth of net cash Net increase of cash and cash flow arising from operation activities and the y-o-y 2,374,260.11 -9,826,907.23 124.16% equivalent decrase of net cash flow arising from investment activites Major changes on profit composition or profit resources in reporting period □ Applicable √ Not applicable No major changes on profit composition or profit resources occurred in reporting period The future development and planning extended to reporting period that published in disclosure documents as prospectus, private placing memorandum and recapitalize statement □ Applicable √ Not applicable No future development and planning extended to reporting period that published in disclosure documents as prospectus, private placing memorandum and recapitalize statement Review on the previous business plan and its progress during reporting period During the report period, under the leadership of the board of directors, the Company conforms to the national regulation situation, actively responds to the complex and changeable market circumstances, persists in taking the market demands as the guidance and the economic benefit as the core, positively adjusts the operating strategy, not only consolidates the regular customers and stabilizes the existing markets, but also strengthens the development efforts for new markets, the Company effectively overcomes the downturn in the tourism market, the labor cost increase and other unfavorable factors, and basically completes the business objectives established at the beginning of the year. III. Constitution of main business In RMB Increase or Increase or Increase or Operating Gross profit ratio Operating cost decrease of decrease of decrease of gross revenue (%) operating revenue operating cost profit ratio over 10 司公限有份股心中游旅海东大南海 2013 文全告报度年半年 over same period over same period same period of of last year (%) of last year (%) last year (%) According to industries Tourism & 14,778,787.50 5,091.20 99.96% -27.64% -99.83% 14.76% catering According to products Guest room 14,778,787.50 5,091.20 99.96% -27.64% -99.83% 14.76% According to region Hainan 14,778,787.50 5,091.20 99.96% -27.64% -99.83% 14.76% IV. Core competitive-ness analysis In the reporting period, the Company’s core competitive-ness had no major changes, and more details can be seen in Annual Report 2012 V. Investment analysis 1. Equity investment outside (1) Investment outside Investment outside Investment in the same period of last year Investment in the reporting period (RMB) Changes (%) (RMB) 0.00 9,000,000.00 -100% Invested company Proportion of equity in invested company Name Main business for listed company (%) (2) Holding the equity of financial enterprise In the reporting period, the Company didn’t hold the equity of financial enterprise. (3) Securities investment In the reporting period, the Company had no securities investment. 2. Trust financing, derivative investment and entrusted loans In the reporting period, the Company had no trust financing, derivative investment or entrusted loans. 11 司公限有份股心中游旅海东大南海 2013 文全告报度年半年 3. Application of raised proceeds In the reporting period, the Company had no raised proceeds or application of raised proceeds before the reporting period continued to the reporting period. 4. Main subsidiaries and joint-stock companies analysis End as the reporting period, the Company had no subsidiaries or joint-stock companies. 5. Major project invested by non-raised funds In the reporting period, the Company had no major project invested by non-raised funds or before the reporting period major project invested by non-raised funds continued to the reporting period. VI. Prediction of business performance from January – September 2013 Estimation on accumulative net profit from the beginning of the year to the end of next report period to be loss probably or the warning of its material change compared with the corresponding period of the last year and explanation on reason □ Applicable √ Not applicable VII. Explanation from the Board and Supervisory Committee for “Qualified Opinion” from the CPA of this year’s The semi-annual financial report was unaudited. VIII. Explanation from the Board for “Qualified Opinion” of last year’s The “Audit Report for year of 2012” under the name of the Company was issued by BDO Shu Lun Pan Certified Public Accountants LLP IX. Implementation of profit distribution in reporting period Implementation or adjustment of profit distribution plan in reporting period, cash dividend plan and shares converted from capital reserve in particular □Applicable √Not applicable The Company has no profit distribution and shares converted from capital reserve either, which was deliberated and approved in annual shareholders’ general meeting of 2012. X. Profit distribution and plan of Capitalizing of Common Reserves in the Period Number of Bonus Shares Per 10 Common Shares 0 (Share) Number of Dividends (Taxes included) Per 10 0.00 12 司公限有份股心中游旅海东大南海 2013 文全告报度年半年 Common Shares (RMB) Number of Shares Converted By Capital Reserve 0 Per 10 Common Shares (Share) Equity base for distribution plan (Share) 0 Total cash bonus (Tax included) (RMB) 0.00 Distributive profit (RMB) -334,613,653.70 Explanation on profit distribution and plan of capitalizing of common reserves In reporting period, retained profit of the Company still negative, therefore, no profit distribution and capitalizing of common reserves in the Period implemented XI. In the report period, reception of research, communication and interview Time Place Way Type Reception Contents discussed and material provided Telephone Company Individu Investor in Jiling Whether can special treatment, no material 2013-1-8 communicat headquarters al (Surname Li) provided ion Telephone Individu Investor in Company 2013-1-17 communicat al Guangdong When special treatment, no material provided headquarters ion (Surname Wu) Telephone Individu Investor in Company Whether accord with conditions of special 2013-2-6 communicat al Haerbin(Surname headquarters treatment, no material provided ion Zhang) Telephone Individu Investor in Company Program of special treatment, no material 2013-2-15 communicat al Henan(Surname headquarters provided ion Guo) Telephone Individu Company Investor in Jiangsu Announcement date of Annual Report 2012 of the 2013-3-6 communicat al headquarters (Surname Guo) Company, no material provided ion Telephone Individu Investor in Company Operation situation of the Company in 2012, no 2013-3-15 communicat al Hunan(Surname headquarters material provided ion Li) Telephone Individu Investor in Company Repay of advance money for another for capital 2013-4-8 communicat al Beijiang(Surname headquarters restructuring ion Wang) Telephone Individu Investor in Company Operation situation of the Company hotels, no 2013-4-25 communicat al Shanghai(Surname headquarters material provided ion Lu) Company Telephone Individu Investor in Progress of special treatment of the Company, no 2013-5-12 headquarters communicat al Shenzhen(Surname material provided 13 司公限有份股心中游旅海东大南海 2013 文全告报度年半年 ion Yan) Telephone Individu Investor in Company Change of the shareholder’s name, no material 2013-5-24 communicat al Nanning(Surname headquarters provided ion Zhou) Telephone Individu Investor in Company How restricted shares circulation, no material 2013-6-5 communicat al Guilin(Surname headquarters provided ion Chen) Telephone Individu Investor in Company Development of the Company, no material 2013-6-27 communicat al Haikou(Surname headquarters provided ion Fu) 14 司公限有份股心中游旅海东大南海 2013 文全告报度年半年 Section V. Important Events I. Corporate governance During the report period, the Company strictly follows the requirements of “Corporation Law”, "Securities Law", "Listing Rules of Shenzhen Stock Exchange Stock ", and other relevant laws and regulations, establishes and improves the corporate governance system, improves the corporate governance structure, and promotes the company’s standard operation, there is no difference between the actual state of corporate governance and the requirements of relevant provisions of China Securities Regulatory Commission. During the report period, the stockholders' meeting, the board meeting, and the supervisors meeting of the Company respectively exercise the decision-making power, enforcement power, and right of supervision, which define the power and responsibilities, restrain mutually, and operate normatively and effectively. These three meetings’ convening, proposal, consideration, and decision-making procedures meet the requirements of relevant provisions, which provide strong supports for the scientific decision-making of the Company’s great operations. The directors of the Company strictly follow the requirements of “listing rules”, perform its duties honestly, diligently and independently, devote to the interests of the Company and the shareholders, and protect the legitimate rights and interests of the minority shareholders; the supervisors independently and effectively supervise and inspect the directors, senior executives and financial situation of the Company. The Company will continue to improve the corporate governance, seriously fulfill the obligation of information disclosure, strengthen the management to information disclosure, maintain the principle of fairness about the information disclosure, strengthen the investor relations management, and protect the legitimate rights and interests of all investors. II. Significant lawsuits and arbitrations of the Company □Applicable √Not applicable The Company has no significant lawsuits and arbitrations in reporting period III. Question from media □ Applicable √ Not applicable No universal questioned by media in reporting period IV. Bankruptcy reorganization In reporting period, the Company has no bankruptcy reorganization occurred. 15 司公限有份股心中游旅海东大南海 2013 文全告报度年半年 V. Transaction in assets 1. Acquisition of assets In reporting period, the Company has no acquisition of assets. 2. Assets sold In reporting period, the Company has no assets sold. 3. Enterprise mergers In reporting period, the Company has no enterprise mergers. VI. Implementation and its influence of equity incentive plan End of the reporting period, the Company has no implementation of any equity incentive. VII. Insignificant related transactions 1. Related transaction with daily operation concerned Available Pricing Amount of Proportion to Settlement Inde Type of Content Price of market Discl Related principles related amount of method of x of Related related of related related relation of related transaction transaction or prices of osure party transacti transactio transacti related discl ship transactio (10 thousand the same type similar date on n on n Yuan) (%) transaction osure transactions First Same as the Accomm majorit transaction Luoniushan Consum odations Market Market y 19.64 1.32% with - - - Co., Ltd. ption and price price shareho non-related catering lder party Total -- -- 19.64 -- -- -- -- -- Details of returned large sales N/A Predict on total amount of daily related trade on the way in this period according to classification, as well as actual N/A implementation in reporting period (if applicable) Reason of the greater difference between trade price and market reference price (if N/A applicable) 16 司公限有份股心中游旅海东大南海 2013 文全告报度年半年 2. Related transactions by assets acquisition and sold In the reporting period, the Company had no related transactions by assets acquisition or sold. 3. Main related transactions of mutual investment outside In the reporting period, the Company had no main related transactions of mutual investment outside. 4. Contact of related credit and debt Whether exist non-operating contact of related credit and debt or not √Yes □No Amount of Balance of Balance at Whether exist the period period-beg period-en Type of credit Resulted non-operational occurrence Related party Related relationship in (in 10 d (in 10 and debt reason capital (in 10 thousand thousand occupying thousand Yuan) Yuan) Yuan) Debt payable to Current Luoniushan Co., Ltd First majority shareholder Yes 80 0 80 related party account Influence on operation result and financial statue of No influence the Company from related credit and debts 5. Other insignificant related transactions Nil VIII. Major contract and implantation 1. Trusteeship, contract and leasing (1) Trusteeship Explanation on entrust Nil Gains/losses to the Company from projects that reached over 10% in total profit of the Company in reporting period □ Applicable √ Not applicable (2) Contract Explanation on contract Nil Gains/losses to the Company from projects that reached over 10% in total profit of the Company in reporting period 17 司公限有份股心中游旅海东大南海 2013 文全告报度年半年 □ Applicable √ Not applicable (3) Leasing Explanation on leasing Nil Gains/losses to the Company from projects that reached over 10% in total profit of the Company in reporting period □ Applicable √ Not applicable 2. Guarantee In the reporting period, the Company had no situation of guarantee. 3. Other material contracts Nil 4. Other significant transactions Nil IX. Commitments made by the Company or shareholders holding above 5% shares of the Company in reporting period or occurred in the previous period but continued to reporting period Commitme Commitm Commitments Accepter Contents Implementation nt time ent period Sharehold Implementing. But no Seeking restructuring side In an Commitments for ers with 2008-06-2 appropriate for assets reorganization in appropriat Share Merger Reform over 5% 0 restructuring side has an appropriate time. e time share held been found so far. Commitments in report of acquisition or equity change Commitments in assets reorganization Commitments make in Initial public offering or re-financing Other commitments for minority shareholders Implemented commitments on time No Detail reasons for un-complement and further N/A plan (if applicable) XI. Engagement and non-reappointment of CPA Whether the semi-annual report was audited or not □ Yes √ No 18 司公限有份股心中游旅海东大南海 2013 文全告报度年半年 XI. Penalty and rectification □Applicable √ Not applicable XII. Explanation on other significant events Nil. 19 司公限有份股心中游旅海东大南海 2013 文全告报度年半年 Section VI. Changes in Shares and Particulars about Shareholders I. Changes in shares Before change Increase/decrease in this time (+ , - ) After change Capitalizatio Ratio Bonus Amount New issue n of public Other Subtotal Amount Ratio (%) (%) share reserve I. Restricted shares 17,176,000 4.72% 17,176,000 4.72% 1. State-owned shares 5,922,000 1.63% -1,321,800 -1,321,800 4,600,200 1.26% 2. State-owned corporate shares 11,254,000 3.09% 1,321,800 1,321,800 12,575,800 3.46% 3. Other domestic shares Including: Domestic legal person 11,122,000 3.05% 1,321,800 1,321,800 12,443,800 3.42% shares Domestic natural person shares 132,000 0.04% 132,000 0.04% II. Unrestricted shares 346,924,000 95.28% 346,924,000 95.28% 258,924,000 71.11% 258,924,000 71.11% 1. RMB common shares 2.Domestically listed foreign 88,000,000 24.17% 88,000,000 24.17% shares III. Total shares 364,100,000 100% 364,100,000 100% Reasons for share changed √Applicable □Not applicable In the process of subsequent work of share-trading reform of the Company, according to relevant regulations the release procedures were in process and part of the shareholders handling the payment of account paid in advance. Thus, the share structure changes in the report period but retained the same in total share capital. Approval of share changed □ Applicable √ Not applicable Ownership transfer of share changed □ Applicable √ Not applicable Influence on the basic EPS and diluted EPS as well as other financial indexes of net assets per share attributable to common shareholders of Company in latest year and period □ Applicable √ Not applicable Other information necessary to disclose for the Company or need to disclosed under requirement from security 20 司公限有份股心中游旅海东大南海 2013 文全告报度年半年 regulators □ Applicable √ Not applicable Explanation on changes in aspect of total shares, shareholders structures as well as structure of assets and liability of the Company □ Applicable √ Not applicable II. Number of shares and shares held In Share Total shareholders at period-end 28,362 Shareholders with over 5% shares held Amount Number of share Proporti Number of Amount of Changes in of pledged/frozen on of shares held unrestricte Shareholders Nature of shareholder reporting restricted State shares at d shares period shares of Amount held (%) period-end held held share Domestic Pledg Luoniushan Co., Ltd. non-state-owned legal 16.81% 61,190,270 0 0 61,190,270 60,000,000 ed person Domestic nature Pledg Pan Guoping 8.73% 31,780,683 19,580,731 0 31,780,683 7,535,217 person ed China Everbright Securities (HK) Overseas 3.78% 13,762,522 13,762,522 0 13,762,522 Limited legal person Domestic Yangpu Tongrong Investment non-state-owned legal 3.74% 13,602,682 961,850 4,420,800 9,181,882 Management Consultation Co., Ltd. person Domestic Shanghai Zhongqing Hotel Pledg non-state-owned legal 2.95% 10,724,016 10,724,016 0 10,724,016 10,400,116 Management Co., Ltd. ed person Domestic Sanya Yongli Investment Co., ltd. non-state-owned legal 1.9% 6,930,000 0 0 6,930,000 person Domestic Construction Investment CITIC non-state-owned legal 1.27% 4,620,000 0 0 4,620,000 Assets Management Co., Ltd. person Domestic nature Cao Huili 1.2% 4,370,439 226,500 0 4,370,439 person Overseas CITRINE CAPITAL LIMITED 0.9% 3,265,200 0 0 3,265,200 legal person Sanya Zhongxing Development Domestic 0.7% 2,541,000 1,089,000 2,541,000 0 Co., Ltd. non-state-owned legal 21 司公限有份股心中游旅海东大南海 2013 文全告报度年半年 person Strategy investors or general corporate becomes top 10 N/A shareholders due to rights issued (if applicable)(Note 3) The Company is unknown whether there exists associated relationship or Explanation on associated relationship among the aforesaid belongs to the consistent actor regulated by the Management Measure of shareholders Information Disclosure on Change of Shareholding for Listed Company among the other shareholders. Particular about top ten shareholders with un-restrict shares held Amount of unrestricted shares Type of shares Shareholders held at period-end Type Amount Luoniushan Co., Ltd. 61,190,270 RMB common share 61,190,270 Domestically listed foreign 31,780,683 24,876,266 Pan Guoping share RMB common share 6,904,417 Domestically listed foreign Luoniushan Co., Ltd. 13,762,522 13,762,522 share Shanghai Zhongqing Hotel Management 10,724,016 RMB common share 10,724,016 Co., Ltd. Yangpu Tongrong Investment 9,181,882 RMB common share 9,181,882 Management Consultation Co., Ltd. Sanya Yongli Investment Co., ltd. 6,930,000 RMB common share 6,930,000 Construction Investment CITIC Assets 4,620,000 RMB common share 4,620,000 Management Co., Ltd. Cao Huili 4,370,439 RMB common share 4,370,439 Domestically listed foreign CITRINE CAPITAL LIMITED 3,265,200 3,265,200 share Sanya Rural Credit Cooperative 2,310,000 RMB common share 2,310,000 Expiation on associated relationship or consistent actors within the top 10 The Company is unknown whether there exists associated relationship or belongs to the un-restrict shareholders and between top consistent actor regulated by the Management Measure of Information Disclosure on Change 10 un-restrict shareholders and top 10 of Shareholding for Listed Company among the other shareholders. shareholders Explanation on shareholders involving Among the top ten shareholders, there is no shareholder involving margin business. margin business (if applicable)(note 4) Note: On 11 July 2013, largest sharehodler of the Company changed the name to “Luoniushan Co., Ltd.” from former “Haikou Agriculture & Industry & Trade (LUONIUSHAN) Co., Ltd.”. Whether has a buy-back agreement dealing in reporting period √Yes □No 22 司公限有份股心中游旅海东大南海 2013 文全告报度年半年 In the reporting period, agreed to repurchase among top 10 shareholders are as: On 29 January 2013, shareholder of the Company Pan Guoping dealing the security with Everbrigh Securities Co., Ltd. with type of agreed to repurchase, 3,500,000 shares of Dadonghai –A are involved, a 0.96 percent in total share capital of the Company. And Pan Guoping purchased the abovementioned shares on 24 April 2013. As of the reporting period, 6,904,417 shares of Dadonghai-A were held by Pan Guoping, a 1.896 percent in total share capital of the Company, and 24,876,266 shares of Dadonghai-B, a 6.832 percent of the total shares of the Company. III. Changes of controlling shareholders or actual controller Changes of controlling shareholders in reporting period □ Applicable √ Not applicable Changes of actual controller in reporting period □ Applicable √ Not applicable 23 司公限有份股心中游旅海东大南海 2013 文全告报度年半年 Section VII. Directors, Supervisors and Senior Executives I. Changes of shares held by directors, supervisors and senior executives □ Applicable √ Not applicable Shares held by directors, supervisors and senior executives have no changes in reporting period, found more details in Annual Report 2012. II. Resignation and dismissal of directors, supervisors and senior executives In the reporting period, the Company had no resignation or dismissal of directors, supervisors and senior executives occurred. 24 司公限有份股心中游旅海东大南海 2013 文全告报度年半年 Section VIII. Financial Report I. Audit reports Whether the semi-annual report was audited or not □ Yes √ No The financial report of this semi-annual report was unaudited II. Financial statements Units in Notes of Financial Statements is RMB 1. Balance sheet Prepared by: Hainan Dadonghai Tourism Centre (Holdings) Co., Ltd. In RMB Item Closing balance Opening balance Current assets: Monetary funds 17,568,928.80 15,194,668.69 Settlement funds Lending funds Tradable financial assets Notes receivable Accounts receivable 3,171,262.36 2,523,510.68 Prepayments 163,547.45 86,579.35 Premium receivable Reinsurance accounts receivable Reinsurance contract reserve receivable Interest receivable Dividend receivable Other account receivable 3,697,835.25 2,221,769.24 Buying back the sale of financial assets Inventory 304,080.83 291,524.72 25 司公限有份股心中游旅海东大南海 2013 文全告报度年半年 Non-current assets due within one year Other current assets Total current assets 24,905,654.69 20,318,052.68 Non-current assets: Issuance of loans and advances Financial assets available for Sale Held-to-maturity investment Long-term receivables Long term equity investment Investment real estate Fixed asset 63,552,150.92 65,533,275.02 Project in progress Project materials Liquidation of fixed asset Productive biological asset Oil and gas asset Intangible asset 28,523,208.42 28,957,572.00 Development expenditure Goodwill Long-term deferred 779,810.81 977,074.85 expenditure Deferred income tax asset Other non-current asset Total non-current asset 92,855,170.15 95,467,921.87 Total Assets 117,760,824.84 115,785,974.55 Current Liabilities: Short-term borrowing Borrowing from the central bank Deposits and interbank deposit Borrowed capital Transaction financial liabilities 26 司公限有份股心中游旅海东大南海 2013 文全告报度年半年 Notes payable Accounts payable 2,149,146.05 1,981,833.63 Account received in advance 1,403,553.93 2,031,429.61 Financial assets sold for repurchase Fees and commissions payable Salary payable 5,567,456.00 3,638,558.05 Taxes payable -1,253,416.80 -1,131,657.47 Interest payable Dividend payable Other payables 26,264,889.35 25,154,642.91 Reinsurance payables Reserves for insurance contracts Agency securities trading Agency securities underwriting Non-current liabilities due within one year Other current liabilities Total current liabilities 34,131,628.53 31,674,806.73 Non-current liabilities Long-term loans Bonds payable Long-term payables Special payables Accrued liabilities Deferred income tax liability Other non-current liability Total non-current liability Total liability 34,131,628.53 31,674,806.73 Owners’ equity (or Shareholder’s equity): Paid-in capital(share capital) 364,100,000.00 364,100,000.00 Capital surplus 54,142,850.01 54,142,850.01 27 司公限有份股心中游旅海东大南海 2013 文全告报度年半年 Less: treasury stock Special reserve Surplus reserve Reserve for general risks Retained profit -334,613,653.70 -334,131,682.19 Converted difference in foreign currency Statements Total owner’s equity attributable 83,629,196.31 84,111,167.82 to parent company Interest of minority shareholders Total owners’ equity (or 83,629,196.31 84,111,167.82 shareholders equity) Total liabilities and owners’ equity 117,760,824.84 115,785,974.55 (or shareholders equity) Legal Representative: Li Yuanbin Person in Charge of Accounting: Chen Liurong Person in Charge of Accounting Department: Li Zhi 2. Income Statements Prepared by: Hainan Dadonghai Tourism Centre (Holdings) Co., Ltd. In RMB Item Current Amount Amount of the Previous Period I. Total operation revenue 14,778,787.50 20,425,639.30 Including: Operating revenue 14,778,787.50 20,425,639.30 Interest income Earned premium Fee and commission income II Total Operating cost 15,335,705.36 19,800,621.64 Including: Operating costs 5,091.20 3,022,082.13 Interest costs Fee and commission costs Cash surrender Net compensation expenses 28 司公限有份股心中游旅海东大南海 2013 文全告报度年半年 Net extraction reserves for insurance contracts Policy dividend payout Reinsurance expense Business tax and surcharge 827,612.10 1,143,835.82 Sales expenses 5,866,274.92 8,445,611.25 Administrative expenses 8,568,614.42 7,031,751.32 Financial expenses 68,112.72 157,341.12 Asset impairment losses Add: gains from changes of fair value (Loss is listed with “-”) Investment gain (Loss is listed with 3,932.08 “-”) Including: Investment gains on affiliated Company and joint venture Exchange gains (Loss is listed with “-”) III. Operating profits (Loss is listed with “-”) -556,917.86 628,949.74 Add: Non-operating income 76,146.35 158,112.05 Less: Non-operating expenditure 1,200.00 1,173.46 Including: Disposal loss on non-current 200.00 liability IV Total profits (Total loss is listed with “-”) -481,971.51 785,888.33 Less: Income tax expenses 196,472.08 V. Net profit (Net loss is listed with “-”) -481,971.51 589,416.25 Including: Net profit generated by combined party before merged Net profit attribute to owners of parent -481,971.51 589,416.25 company Minority interest VI. Earnings per share(EPS) -- -- (i) Basic Earnings per share(EPS) -0.0013 0.0016 (ii) Diluted Earnings per share(EPS) -0.0013 0.0016 VII. Other consolidated income VIII. Total consolidated income -481,971.51 589,416.25 Total consolidated income attributable to -481,971.51 589,416.25 29 司公限有份股心中游旅海东大南海 2013 文全告报度年半年 owners of parent company Total consolidated income attributable to minority shareholders Legal Representative: Li Yuanbin Person in Charge of Accounting: Chen Liurong Person in Charge of Accounting Department: Li Zhi 3. Cash Flow Statement Prepared by: Hainan Dadonghai Tourism Centre (Holdings) Co., Ltd. In RMB Amount of the Previous Items Current Amount Period I. Cash flows arising from operating activities: Cash received from selling commodities and 13,820,522.00 18,598,896.91 providing labor 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 Net increase of insured savings and 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 2,401,962.57 408,740.79 Subtotal of cash inflow arising from operating activities 16,222,484.57 19,007,637.70 Cash paid for purchasing commodities and receiving 3,921,328.49 8,041,224.53 labor service Net increase of customer loans and advances Net increase of deposits in central bank and interbank Cash paid for original insurance contract 30 司公限有份股心中游旅海东大南海 2013 文全告报度年半年 compensation Cash paid for interest, commission charge and commission Cash paid for bonus of guarantee slip Cash paid to/for staff and workers 5,028,559.08 5,830,106.47 Taxes paid 1,610,258.17 2,303,874.32 Other cash paid concerning operating activities 2,714,844.72 3,116,591.71 Subtotal of cash outflow arising from operating activities 13,274,990.46 19,291,797.03 Net cash flows arising from operating activities 2,947,494.11 -284,159.33 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 200.00 3,920.00 and other 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 200.00 3,920.00 Cash paid for purchasing fixed, intangible and other 573,434.00 546,667.90 long-term assets Cash paid for investment 9,000,000.00 Net increase of mortgaged loans Net cash paid for obtaining subsidiaries and other units Other cash paid concerning investing activities Subtotal of cash outflow from investing activities 573,434.00 9,546,667.90 Net cash flows arising from investing activities -573,234.00 -9,542,747.90 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 Subtotal of cash inflow from financing activities 31 司公限有份股心中游旅海东大南海 2013 文全告报度年半年 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 and cash equivalents due to fluctuation in exchange rate V. Net increase of cash and cash equivalents 2,374,260.11 -9,826,907.23 Add: Balance of cash and cash equivalents at the 15,194,668.69 12,374,582.48 period -begin VI. Balance of cash and cash equivalents at the period -end 17,568,928.80 2,547,675.25 Legal Representative: Li Yuanbin Person in Charge of Accounting: Chen Liurong Person in Charge of Accounting Department: Li Zhi 4. Statement on Changes of Owners' Equity Prepared by: Hainan Dadonghai Tourism Centre (Holdings) Co., Ltd. Current Amount In RMB Current Amount Owners' equity attributable to the parent company Interest of Item Less: Speci Surpl Reserv Paid-in Ot minorit Total owners’ Capital treasu al us e for capital(share Retained profit he y equity surplus ry reser reser general capital) r shareh stock ve ve risks olders I. Balance at the end of last year 364,100,000.00 54,142,850.01 -334,131,682.19 84,111,167.82 Add: Changes of accounting policy Error correction of previous period Others II. Balance at the beginning of 364,100,000.00 54,142,850.01 -334,131,682.19 84,111,167.82 32 司公限有份股心中游旅海东大南海 2013 文全告报度年半年 this year III. Increase/ Decrease in this -481,971.51 -481,971.51 year (Decrease is listed with'"-") (i) Net profit -481,971.51 -481,971.51 (ii) Other consolidated income Subtotal of (i)and (ii) -481,971.51 -481,971.51 (III) Owners' devoted and decreased capital 1. Owners' devoted capital 2. Amount calculated into owners' equity paid in shares 3. Others (IV)Profit distribution 1. Withdrawal of surplus reserves 2. Withdrawal of general risk provisions 3. Distribution for owners (shareholders) 4. Others (V) Carrying forward internal owners' equity 1. Capital reserves conversed to capital (share capital) 2. Surplus reserves conversed to capital (share capital) 3. Remedying loss with surplus reserve 4. Others (VI) Special reserve 1. Withdrawal in this period 2. Usage in this period (VII) Other IV. Balance at the end of the 364,100,000.00 54,142,850.01 -334,613,653.70 83,629,196.31 report period Amount in last year In RMB Amount in last year Items 33 司公限有份股心中游旅海东大南海 2013 文全告报度年半年 Owners’ equity attributable to the parent company Interest O of Speci Surpl Reserv Paid-in Less: t minorit Total owners’ Capital al us e for capital(share treasur Retained profit h y equity surplus reser reser general capital) y stock e shareho ve ve risks r lders I. Balance at the end of last year 364,100,000.00 54,142,850.01 -336,257,724.19 81,985,125.82 Add: retroactive adjustment arising from enterprise consolidation under the same control Add: Changes of accounting policy Error correction of previous period Other II. Balance at the beginning of 364,100,000.00 54,142,850.01 -336,257,724.19 81,985,125.82 this year III. Increase/ Decrease in this 2,126,042.00 2,126,042.00 year (Decrease is listed with’”-”) (i) Net profit 2,126,042.00 2,126,042.00 (II) Other consolidated income Subtotal of (i)and (ii) 2,126,042.00 2,126,042.00 (III) Owners’ devoted and decreased capital 1. Owners’ devoted capital 2. Amount calculated into owners’ equity paid in shares 3. Others (IV)Profit distribution 1. Withdrawal of surplus reserves 2. Withdrawal of general risk provisions 3. Distribution for owners (shareholders) 4. Others (V) Carrying forward internal owners’ equity 34 司公限有份股心中游旅海东大南海 2013 文全告报度年半年 1. Capital reserves conversed to capital (share capital) 2. Surplus reserves conversed to capital (share capital) 3. Remedying loss with surplus reserve 4. Others ( VI) Special reserve 1. Withdrawal in this period 2. Usage in this period (VII) Other IV. Balance at the end of the 364,100,000.00 54,142,850.01 -334,131,682.19 84,111,167.82 report period Legal Representative: Li Yuanbin Person in Charge of Accounting: Chen Liurong Person in Charge of Accounting Department: Li Zhi III. Company profile Hainan Dadonghai Tourism Center (Holdings) Co., Ltd. (hereinafter referred to as “Company” or “the Company”), was founded as a standardized LLC on April 26, 1993, reorganized and incorporated on the basis of the former Hainan Sanya Dadonghai Tourism Center Development Ltd and approved by the Hainan Provincial Stock System Experimentation Leading Team Office with a document of Qiong Gu Ban Zi [1993] No. 11. On May 6, 1996, the Company underwent a restructuring and a corresponding division under the approval of the Hainan Provincial Securities Administration Office with a document of Qiong Zheng Ban [1996] No. 58. On October 8, 1996 and January 28, 1997, the Company, with duly approval, went public by issuing 80 million shares of B stock and 14 million shares of A stock respectively on Shenzhen Security Exchange. On June 20, 2007, the Company experienced a reform of non-tradable shares, through which non-tradable share holders of the Company got circulating right of their shares by paying shares to tradable share holders, and tradable share holders got paid three shares for every ten of their shares. After the above consideration of stock ration were implemented, the Company maintained an unchanged total shares with a corresponding equity structural change. As of December 31, 2012, the Company’s total capital stock is 364,100,000 shares, in which the restricted tradable stock is 17,176,000 shares, accounting for 4.72% of the total, and the unrestricted tradable stock is 346,924,000 shares, accounting for 95.28 % of the total. The Company’s registered capital is RMB 364.1 million. The legal representative is Li Yuanbin. The registeration number of its Business License for Enterprise Legal Person (Copy) is 4600001003983. And the legal registerred residence is Dadonghai, Hedong District, Sanya. 35 司公限有份股心中游旅海东大南海 2013 文全告报度年半年 The Company belongs to the industry of tourism and catering services. Its scope of business includes: accomodation and catering industry (limited to those operated by branches); photography; operation of ornamental plant bonsai, knitwear and textiles, general merchandise, hardware and electrical equipment, chemical products (excluding those require specialized licenses), daily necessities, industrial means of production (excluding those require specialized licenses), metal materials and machinery equipment; commission sale of plane, bus, train and ship tickets (items in require of administrative permission shall be operated under license). IV. Principal accounting policies, estimates and errors of previous period 1. Basis of preparation for financial statements Based on going concern, according to actually occurred transactions and events, the Company prepares its financial statements in accordance with the Accounting Standards for Business Enterprises – Basic Standards and 38 concrete accounting standards issued on February 15, 2006 by the Finance Ministry, the subsequently issued Accounting Standards for Business Enterprises – Application Guidelines, and the Accounting Standards for Business Enterprises – Interpretations and other relevant provisions (collectively known as “Accounting Standards for Business Enterprises”), as well as the disclosure requirements of Regulation on the Preparation of Information Disclosure of Companies Issuing Public Shares No.15 - General Requirements for Financial Reports (as revised in 2010) by the China Securities Regulatory Commission. 2. Statement on compliance with Accounting Standards for Business Enterprises The financial statements prepared by the Company meet the requirements of the Accounting Standards for Business Enterprises and truly and completely reflect the Company’s financial position, operating results and cash flows, etc. for the reporting period. 3. Accounting period The accounting year is from January 1 to December 31 in calendar year. 4. Functional currency RMB is adopted as the functional currency. 5. Accounting treatment for business combinations under the same control and those not under the same control (1)Business combination under the same control Nil (2)Business combination not under the same control Nil 6. Methods for preparation of consolidated financial statements (1) Methods for preparation of consolidated financial statements Nil 36 司公限有份股心中游旅海东大南海 2013 文全告报度年半年 (2) Accounting treatment method that should be disclosed for the equity of same subsidiary, which sold after sales or sales after sold in two accounting period in a row Nil 7. Recognition criteria of cash and cash equivalents For the purpose of preparing the statement of cash flows, the term “cash” refers to the cash on hand and the unrestricted deposit. And the term “cash equivalents” refers to short-term (maturing within three months from acquisition) and highly liquid investments that are readily convertible to known amounts of cash and which are subject to an insignificant risk of change in value. 8. Foreign business and foreign currency statement translation (1) Foreign currency transactions Foreign currency transactions are converted into RMB for recording purpose at the spot exchange rate on the date when the transaction occurs. (2) Foreign currency statement translation Balances of foreign currency monetary items are measured at the spot exchange rate on the balance sheet date. The exchange difference arising wherefrom shall be included in the current profit and loss, except that those exchange differences arising from the special borrowings of foreign currency related to the acquired and constructed assets qualified for capitalization shall be dealt with according to the principle of borrowing cost capitalization. Foreign currency non-monetary items measured at historical costs shall still be converted at the spot exchange rates on the date when the transactions occur, and the amount in functional currency shall remain unchanged. Foreign currency non-monetary items measured at fair value shall be translated at the spot exchange rates on the date when the fair value is determined. The exchange difference arising wherefrom shall be included in the current profit and loss or capital reserves. 9. Financial instruments Financial instruments include financial assets, financial liabilities and equity instruments. (1) Classification of financial instruments Financial assets and liabilities are classified into the following categories according to the purpose of acquisition: financial assets or financial liabilities measured at fair value through current profit and loss, including financial assets or financial liabilities held for trading (and financial assets or financial liabilities directly designated to be measured at fair value through current profit and loss), accounts receivable, and other financial liabilities, etc. (2) Recognition basis and measurement method of financial instruments (1) Financial assets (financial liabilities) measured at fair value through current profit and loss Financial assets (financial liabilities) are initially recorded at fair values when acquired (deducting cash dividends that have been declared but not distributed and bond interests that have matured but not been drawn). Relevant transaction expenses are included in the current profit and loss. The interests or cash dividends to be received during the holding period are recognized as investment income. Change in fair values is included in the current profit and loss at the end of the period. 37 司公限有份股心中游旅海东大南海 2013 文全告报度年半年 Difference between the fair value and initial book-entry value is recognized as investment income upon disposal; meanwhile, adjustment is made to gains or losses from changes in fair values. (2) Accounts receivable For creditor’s rights receivable arising from external sales of goods or rendering of service by the Company and other creditor's rights of other enterprises (excluding liability instruments quoted in an active market) held by the Company, including accounts receivable, other receivables, notes receivable and prepayments, etc., the initial recognition amount shall be the contract price or agreement price receivable from purchasing party. Accounts receivable with financing nature are initially recognized at their present values. The difference between the amount received and the book value of the accounts receivable is included in the current profit and loss upon recovery or disposal. (3) Other financial liabilities Other financial liabilities are initially recognized at the sum of fair value and transaction expenses and subsequently measured at amortized costs. (3) Recognition basis and measurement method of transfer of financial assets When transfer of financial assets occurs, if nearly all of the risks and rewards of ownership of the financial assets have been transferred to the transferee, the Company derecognizes the financial assets; if nearly all of the risks and rewards of ownership of the financial assets are retained, the Company shall not derecognize the financial assets. The principle of substance over form is adopted to determine whether the transfer of a financial asset satisfies the criteria as described above for derecognition of a financial asset. The Company shall classify the transfer of a financial asset into the entire transfer and the partial transfer of financial asset. If the entire transfer of financial asset satisfies the criteria for derecognition, the difference between the amounts of the following two items shall be included in the current profit and loss: (1) The book value of the transferred financial asset; (2) The sum of the consideration received from the transfer and the accumulated amount of the changes in fair value originally and directly included in owners’ equity (the situation where the financial asset transferred is an available-for-sale financial asset is involved in). If the partial transfer of financial asset satisfies the criteria for derecognition, the entire book value of the transferred financial asset shall be split into the derecognized and recognized part according to their respective fair value and the difference between the amounts of the following two items shall be included in the current profit and loss: (1) The book value of derecognized part; 38 司公限有份股心中游旅海东大南海 2013 文全告报度年半年 (2) The sum of the consideration for the derecognized part and the portion of derecognition corresponding to the accumulated amount of the changes in fair value originally and directly included in owners’ equity (the situation where the financial asset transferred is an available-for-sale financial asset is involved in). If the transfer of financial assets does not meet the derecognition criteria, the financial assets shall continue to be recognized, and the consideration received will be recognized as a financial liability. (4) Derecognition criteria of financial liabilities A financial liability shall be totally or partly derecognized if its present obligations are totally or partly dissolved. Where the Company enters into an agreement with a creditor so as to substitute the existing financial liabilities with any new financial liability, and the new financial liability is substantially different from the contractual stipulations regarding the existing financial liability, it shall derecognize the existing financial liability, and shall at the same time recognize new financial liability. Where substantial revisions are made to some or all of the contractual stipulations of the existing financial liability, the Company shall derecognize the existing financial liability totally or partly, and at the same time recognize the financial liability with revised contractual stipulations as a new financial liability. Upon total or partial derecognition of financial liabilities, the difference between the book value of the financial liabilities derecognized and the consideration paid (including non-cash assets surrendered or new financial liabilities assumed) shall be included in the current profit and loss. Where the Company redeems part of its financial liabilities, it shall, on the redemption date, allocate the entire book value of whole financial liabilities according to the comparative fair value of the part that continues to be recognized and the de-recognized part. The difference between the book value allocated to the derecognized part and the considerations paid (including non-cash assets surrendered and the new financial liabilities assumed) shall be included in the current profit and loss. (5) Method of determining the fair value of financial assets and financial liabilities For financial assets and financial liabilities measured at fair value by the Company, their fair values are determined with direct reference to the quoted prices in the active market. (6) Method of impairment testing and impairment provision for financial asstes (account receivables excluded) Nil 10. Standards of recognition and accrual method for bad debt provision of receivables Nil (1) Provision for bad debts of accounts receivable those are individually significant: Assessment basis or standard of amount Top five accounts receivable and other receivables in terms of individual amount at the individually significant end of the year. 39 司公限有份股心中游旅海东大南海 2013 文全告报度年半年 After separate impairment test, provision for bad debts shall be made at the difference of present value of estimated future cash flows in short of their book values, and shall be Accrual method for amount individually include in current profit and loss. For accounts receivable with no impairment found after significant and withdrawal bad debt separate tests, they shall be included in corresponding portfolios for provisions for bad debts. For accounts receivable with confirmed impairment losses after separate tests, provision single they shall not be included in portfolios of accounts receivable with similar credit risk features for impairment tests. (2) Provision for bad debts of accounts receivable made on the basis of portfolio Method of making provision for Portfolio Basis of determining portfolio bad debts on the basis of portfolio Aging portfolio Aging analysis method Length of the aging Proportions of provision for bad debts on the basis of aging analysis in portfolios are as follows √ Applicable □ Not applicable Proportion of provision for account Aging Proportion of provision for other receivables (%) receivable (%) 1 to 2 years 5% 5% 2 to 3 years 15% 15% Over 3 years 75% 75% 3 to 4 years 25% 25% 4 to 5 years 50% 50% Over 5 years 100% 100% In portfolio, adopting balance percentage method for bad debt provision □ Applicable √Not applicable In portfolio, adopting other method for bad debt provision □ Applicable √Not applicable (3) Accounts receivable that are individually insignificant but with bad debt provision provided on an individual basis For account receivable with an individual balance lower than the top five at the end of the year and Reason for bad debt with objective evidence showing it may be impaired, and for uncollectible accounts receivable arising provision provided on an from repeal and liquidation of debtor after taking legal clearance procedures, their provision for bad individual basis debts shall be provided on an individual basis. For accounts receivable with objective evidence showing they may be impaired, they shall be Method of provision for bad separate from relevant portfolios and separately tested for impairment to recognize the impairment debt losses. Other remarks: provision for impairment of accounts receivable, excluding debts receivable and other receivables, shall be made at the specific identification method 11. Inventories (1) Classification of inventories Inventories are classified into raw materials, stock commodities, low-cost consumables, food materials, fuels, 40 司公限有份股心中游旅海东大南海 2013 文全告报度年半年 etc. (2) Measurement method of dispatched inventories Measurement method: other Stock commodities are measured at selling price and their purchase and sale price differential are amortized over every month at the method of comprehensive differential. The purchasing and storage of stock materials are measured at actual cost, and at the first-in first-out method when fetched for use. Low-cost consumables are amortized in full when fetched for use. (3) Determination basis of net realizable values of inventories and provision method of inventory depreciation reserve After the comprehensive inventory count at the end of the period, provisions for inventory depreciation reserve are made or adjusted at the lower of their costs or net realizable values. In normal operation process, for merchandise inventories for direct sale, including stock commodities and materials for sale, their net realizable values are determined at the estimated selling prices minus the estimated selling expenses and relevant taxes and surcharges; for inventories held to execute sales contract or service contract, their net realizable values are calculated on the basis of contract price. If the quantities of inventories specified in sales contracts are less than the quantities held by the Company, the net realizable value of the excess portion of inventories shall be based on general selling prices. At the end of the period, provisions for inventory depreciation reserve are made on an individual basis. For inventories with large quantity and low unit price, the provisions for inventory depreciation reserve are made on a category basis. For inventories related to the product portfolios manufactured and sold in the same area, and of which the final usage or purpose is identical or similar thereto, and which is difficult to separate from other items for measurement purposes, the provisions for inventory depreciation reserve shall be made on a portfolio basis. If any factor rendering write-downs of the inventories has been eliminated, the amounts written down are recovered and reversed from the inventory depreciation reserve, which has been provided for. The reversed amounts are included into the current profit and loss. (4) Inventory system Inventory system: Perpetual inventory system Nil (5) Amortization method of low-cost consumables and packaging materials Low-cost consumables Amortization method: one-off method Low-cost consumables are amortized at one-off amortization method. Packaging materials 41 司公限有份股心中游旅海东大南海 2013 文全告报度年半年 Amortization method: one-off method Packaging materials are amortized at one-off amortization method. 12. Long-term equity investment (1) Determination of investment cost (1) Long-term equity investment acquired from business combination For business combination under common control: if the Company makes payment in cash, transfer non-cash assets or bear debts and issues equity securities as the consideration for the business combination, the book value of the owners’ equity of the combinee obtained is recognized as the initial cost of the long-term equity investment on the combination date. The stock premium in the capital reserve is adjusted according to the difference between the initial cost of long-term equity investment and the consideration for the combination paid; if there is no sufficient premium in the capital reserve for write-downs, the retained earnings are adjusted. Relevant direct costs arising from the business combination, including audit fee, appraisal fee and legal service fee paid for the business combination, are included in the current profit and loss when incurred. For business combination not under common control, the Company recognizes the combination cost determined on the combination date as the initial cost of long-term equity investment. The combination cost is the fair value of assets paid, liabilities incurred or born and the equity securities issued to obtain the control of the acquiree. Intermediary costs such as audit fee, legal service fee, appraisal and consultancy fee paid for the business combination by the acquirer and other relevant administrative expenses are included in the current profit and loss when incurred; the transaction costs for the acquirer’s issuance of equity securities or the debt securities as the consideration for the business combination are included in the initially recognition amounts of the equity or debt securities. For business combination not under common control through multiple transactions and by stage, the total of the book values of equity investment held by the acquirer before the combination date and the newly increased investment on the combination date are recognized as the initial cost of such investment. The Company regards the contingent consideration agreed in the combination agreement as part of the consideration transferred for the combination, and includes it in the combination cost at its fair value on the combination date. (2) Long-term equity investment acquired by other means For long-term equity investments acquired from making payments in cash, the initial cost is the actually paid purchase cost. For long-term equity investments acquired from issuance of equity securities, the initial cost is the fair value of the issued equity securities. For long-term equity investments of investors, the initial cost is the value stipulated in the investment contract or agreement (deducting the cash dividend or profit that has been declared but not distributed) unless the value stipulated in the contract or agreement is unfair. If the exchange of non-monetary assets has commercial substance, and the fair values of assets traded out and traded in can be measured reliably, the initial cost of long-term equity investment traded in with non-monetary assets are determined based on the fair values of the assets traded out unless there is any conclusive evidence that the fair values of the assets traded in are more reliable. If the exchange of 42 司公限有份股心中游旅海东大南海 2013 文全告报度年半年 non-monetary assets does not meet the above criteria, the book value of the assets traded out and relevant taxes and surcharges payable are recognized as the initial cost of long-term equity investment traded in. For long-term equity investment acquired from debt restructuring, the initial cost is determined based on the fair value. (2) Subsequent measurement and recognition of profit or loss (1) Long-term equity investments of the Company in its subsidiaries are accounted for at cost method and adjusted at equity method when preparing the consolidated financial statements. For long-term equity investment which has no joint control or significant influence over the investee and no quotation available on the active market and whose fair value cannot be reliably measured, the cost method is adopted for accounting. For long-term equity investment which has joint control or significant influence over the investee, the equity method is adopted for accounting. If the cost of initial investment is in excess of the proportion of the fair value of the net identifiable assets in the investee when the investment is made, the difference will not be adjusted to the initial cost of long-term equity investment; if the cost of initial investment is in short of the proportion of the fair value of the net identifiable assets in the investee when the investment is made, the difference will be included in the current profit and loss. Treatment for other changes in owners' equity other than the net profit or loss of the investee: for other changes in owners' equity other than the net profit or loss of the investee accounted for at equity method, when the shareholding ratio is unchanged, the Company calculates the proportion it shall enjoy or undertake according to such ratio, adjusts the book value of long-term equity investment and increases or decreases capital reserves (other capital reserves) at the same time. (2) Under the cost method, except for the actual price paid for acquisition of investment or the cash dividends or profits contained in the consideration which have been declared but not yet distributed, the Company recognizes the proportion it shall enjoy in the cash dividends or profits declared by the investee as its investment income. Under the equity method, based on the net book profit of investee, the Company shall consider: when the accounting policy and period adopted by the investee and the Company are not the same, the financial statements of the investee shall be adjusted in accordance with the accounting policy and period of the Company; the influence of the depreciation amount, amortization amount and relevant asset impairment provision accrued based on the fair value of fixed assets and intangible assets of the investee on acquisition of investment on the net profit of the investee; after making proper adjustments, including the cancellation of unrealized internal transitions between the Company and the associates or joint ventures, the Company shall recognize its shared or undertaken net profit or loss in the investee. When the Company confirms that it should share losses of the investee, treatment shall be done in following sequence: firstly, the book value of the long-term equity investment shall be reduced; secondly, where the book value is insufficient to cover the share of losses, investment losses are recognized to the extent of book value of long-term equity (note: mainly limited to those long-term equity with no clear recovery plan and that are not prepared to be collected in the foreseeable future period) which form net investment in the investee in 43 司公限有份股心中游旅海东大南海 2013 文全告报度年半年 substance and the book value of long-term equity shall be reduced; finally, after all the above treatments, if the Company is still responsible for any additional liabilities in accordance with the provisions stipulated in the investment contracts or agreements, accrued liabilities are recognized and included into current investment loss according to the obligations estimated to undertake. If the investee achieves profit in subsequent periods, the treatment is in the reversed sequence described above, i.e. after deduct any unrecognized investment losses, reduce book value of accrued liabilities recognized, restore book values of other long-term equity which form net investment in the investee in substance, and of long-term equity investment, and recognize investment income at the same time. When holding the investment, if the investee is capable of providing consolidated financial statements, the profit or loss shall be measured based on the net profit and other changes in equity recorded in the consolidated financial statements. (3) Determination basis of joint control or significant influence over the investee Joint control is the contractually agreed sharing of control over an economic activity, and exists only when the strategic financial and operating decisions relating to the activity require the unanimous consent of the parties sharing control. Where an investing enterprise and other parties do joint control over an investee, the investee shall be their joint venture. Significant influence is the power to participate in the financial and operating policy decisions of the investee but is not control or joint control over those polices. Where an investing enterprise is able to have significant influences on an investee, the investee shall be its associate. (4) Testing and provision method of impairment For long-term equity investment measured at cost, with no quoted price in active market and whose fair value can be reliably measured, its impairment loss is determined at the difference between its book value and its present value. For long-term equity investment which is measured at cost and has no quoted price in the active market, and whose fair value cannot be reliably measured, the difference between its book value and the present value of the future cash flows discounted at the prevailing market rate of return for a similar financial asset is recognized as impairment loss. For long-term equity investment measured at cost other than that mentioned above, if its book value is higher than the net assets it shares in the investee, the Company shall consider the impairment in value. And the provision for such impairment shall be made at the difference of the recoverable amount in short of the book value of the long-term equity investment. For other long-term equity investments, if the measurement result shows that the recoverable amount of the long-term equity investment is lower than its book value; such difference shall be recognized as impairment loss. Once recognized, the impairment loss of long-term equity investment shall not be reversed. 13. Investment real estate Nil 14. Fixed assets (1) Recognition criteria of fixed assets Fixed assets refer to the tangible assets held for the purpose of producing commodities, rendering services, renting or business management with useful lives exceeding one year. Fixed assets will only be recognized 44 司公限有份股心中游旅海东大南海 2013 文全告报度年半年 when all the following criteria are satisfied: (1) It is probable that the economic benefits relating to the fixed assets will flow into the Company; and (2) The costs of the fixed assets can be measured reliably. (2) Recognition criteria and valuation method for fixed assets under financing lease Nil (3) Method of provision for impairment of fixed assets The fixed assets are depreciated at straight-line-method, and the depreciation rates are determined as follows based on the category, estimated economic useful lives and estimated residual values (5% of original values) Category Estimated useful life (Year) Estimated residual rate (%) Annual depreciation rate (%) Buildings and constructions 20—40 5% 4.75%—2.37% Machinery equipment 8—20 5% 11.87%—4.75% Electronic equipment 5—16 5% 19%—5.93% Transportation equipment 7—12 5% 13.57%—7.91% Other equipment 8 5% 11.87% Improvement 5 5% 19% (4) Testing and provision methods of impairment of fixed assets The Company assesses whether there is any indication that fixed assets may be impaired at the end of each period. If there is any indication that fixed assets may be impaired, the Company estimates the recoverable amounts of the assets. The recoverable amounts of fixed assets are the higher of their fair values less costs to disposal and the present values of the estimated future cash flows of the assets. If the recoverable amounts of fixed assets are lower than their book values, the book values of the assets are written down to their recoverable amounts. The write-downs are recognized as impairment losses and included to the current profit and loss. Provisions for impairment of the assets are made accordingly. After impairment losses are recognized, the depreciation charges for the impaired fixed assets are adjusted in future periods to amortize their revised book values (less their estimated net residual values) over their remaining useful lives on a systematic basis. The impairment loss on fixed assets will not be reversed in subsequent accounting period once it is recognized. If any indication suggests that a fixed asset may be impaired, the Company estimates the recoverable amount of the individual asset. If it is difficult to estimate the recoverable amount of the individual asset, the Company estimates the recoverable amount of the asset group that the individual asset belongs to. 45 司公限有份股心中游旅海东大南海 2013 文全告报度年半年 (5) Other explanation Nil 15. Construction in progress (1) Category of construction in progress Construction in progress is measured on an individual basis. (2) Criteria and timing for conversion of construction in progress into fixed assets The initial book values of the fixed assets are stated at total expenditures incurred before construction in progress reaching the working condition for their intended use. For construction in progress that has reached working conditions for its intended use but for which the completion of settlement has not been handled, it shall be transferred into fixed assets at the estimated value according to the project budget, construction price or actual cost, etc. from the date when it reaches the working conditions for its intended use. And the fixed assets shall be depreciated in accordance with the Company’s policy on fixed asset depreciation. Adjustment shall be made to the originally and provisionally estimated value based on the actual cost after the completion of settlement is handled, but depreciation already provided will not be adjusted. (3) Testing and provision methods of impairment of construction in progress The Company assesses whether there is any indication that construction in progress may be impaired at the end of each period. If there is any indication that construction in progress may be impaired, the Company estimates its recoverable amounts. If any indication suggests that one construction in progress may be impaired, the Company estimates the recoverable amount of the individual construction in progress. If it is difficult to estimate the recoverable amount of the individual construction in progress, the Company estimates the recoverable amount of the asset group that the individual construction in progress belongs to. The recoverable amount of construction in progress is the higher of its fair value less costs to disposal and the present value of the estimated future cash flows of the construction in progress. If the recoverable amount of construction in progress is lower than its book values, the book value of the construction in progress is written down to its recoverable amount. The write-down is recognized as impairment loss and included in current profit and loss. Provision for impairment of the construction in progress is made accordingly. The impairment loss on construction in progress will not be reversed in subsequent accounting period once it is recognized. 46 司公限有份股心中游旅海东大南海 2013 文全告报度年半年 16. Borrowing costs (1) Recognition principles of capitalization of borrowing costs Borrowing costs include the interest of borrowings, the amortization of discount or premium, auxiliary expenses, exchange differences incurred by foreign currency borrowings, etc. The borrowing costs incurred to the Company and directly attributable to the acquisition and construction or production of assets eligible for capitalization should be capitalized and recorded into asset costs; other borrowing costs should be recognized as costs according to the amount incurred and be included into current profit and loss. Assets eligible for capitalization refer to fixed assets, investment property, inventories and other assets which may reach their intended use or sale status only after long-time acquisition and construction or production activities. Borrowing costs may be capitalized only when all the following conditions are met at the same time: (1) Asset disbursements, which include those incurred by cash payment, the transfer of non-cash assets or the undertaking of interest-bearing debts for acquiring and constructing or producing assets eligible for capitalization, have already been incurred; (2) Borrowing costs have already been incurred; (3) The acquisition and construction or production activities which are necessary to prepare the assets for their intended use or sale have already been started. (2) Capitalization period of borrowing costs Capitalization period refers to the period from the beginning of capitalization to the cease of capitalization, excluding the period of capitalization suspension of borrowing costs. Capitalization of borrowing costs should be ceased when the acquired and constructed or produced assets eligible for capitalization have reached their intended use or sale condition. When some projects among the acquired and constructed or produced assets eligible for capitalization are completed and can be used separately, the capitalization of borrowing costs of such projects should be ceased. If all parts of the acquired and constructed or produced assets are completed but the assets cannot be used or sold externally until overall completion, the capitalization of borrowing costs should be ceased at the time of overall completion of the said assets. (3) Period of capitalization suspension If the acquisition and construction or production activities of assets eligible for capitalization are interrupted 47 司公限有份股心中游旅海东大南海 2013 文全告报度年半年 abnormally and this condition lasts for more than three months, the capitalization of borrowing costs should be suspended; if the interruption is necessary for the acquisition and construction or production to prepare the assets for their intended use or sale, the capitalization of borrowing costs should continue. The borrowing costs incurred during interruption are recognized in the current profit and loss, and the capitalization of borrowing costs continues after the restart of the acquisition and construction or production activities of the assets. (4) Calculation method of capitalization amount of borrowing costs As for special borrowings borrowed for acquiring and constructing or producing assets eligible for capitalization, borrowing costs of special borrowing actually incurred in the current period less the interest income of the loans unused and deposited in bank or return on temporary investment should be recognized as the capitalization amount of borrowing costs. As for general borrowings used for acquiring and constructing or producing assets eligible for capitalization, the interest of general borrowings to be capitalized should be calculated by multiplying the weighted average of asset disbursements of the part of accumulated asset disbursements exceeding special borrowings at the end of every month by the capitalization rate of used general borrowings. The capitalization rate is calculated by weighted average interest rate of general loans. As for borrowings with discount or premium, the to-be-amortized discount or premium in each accounting period should be recognized by effective interest rate method, and the interest for each period should be adjusted. 17. Biological assets Nil 18. Oil-and-gas assets Nil 19. Intangible assets (1) Measurement method of intangible assets (1) The Company initially measures intangible assets at cost on acquisition; The cost of an externally acquired intangible asset comprises its purchase price, related taxes and surcharges and any other directly attributable expenditure of preparing the asset for its intended use. If the deferred payment of purchase price of intangible assets exceeding normal credit terms is substantially of financial nature, the cost of intangible assets should be recognized at the present value of the purchase price. The intangible assets which the debtor uses to pay back the debt in debt restructuring should be recognized at the fair value of the intangible assets. The difference between the book value of restructured debts and the fair value of intangible assets used to pay back the debt should be recorded into the current profit and loss; 48 司公限有份股心中游旅海东大南海 2013 文全告报度年半年 On the premise that non-monetary assets trade is of commercial nature and the fair value of the assets traded in or out can be measured reliably, the intangible assets traded in by the trade of non-monetary assets should be recognized at the fair value of the assets traded out, unless any unambiguous evidence indicates that the fair value of the assets traded in is more reliable; as to the non-monetary assets trade not meeting the aforesaid premise, the book value of the assets traded out and related taxes payable should be recognized as the cost of the intangible assets traded in, with gains or losses not recognized. The intangible assets obtained by the absorption and merger of an enterprise under common control are recognized at the book value of the merged enterprise; the intangible assets obtained by the absorption and merger of an enterprise not under common control are recognized at the fair value. Costs of intangible assets developed internally and independently include: the costs of materials and labor services used to develop the intangible assets, the registration fee, the amortization of other patents and franchise used in the process of development, the interest of capitalization, and other direct expenses for preparing the intangible assets for their intended use. (2) Subsequent measurement The useful life of intangible asset is analyzed on acquisition. As for intangible assets with limited useful lives, straight-line amortization method is adopted in the period when the intangible assets generate economic benefit for enterprise; if the period when the intangible assets generate economic benefit for enterprise cannot be forecasted, the intangible assets should be deemed as those with indefinite useful lives and should not be amortized. (2) Estimation of useful life of intangible assets with limited useful life The useful lives and amortization method of intangible assets with limited useful lives are reviewed at the end of each period. Upon review, the useful lives and amortization method of the intangible assets as at the end of the year are not different from those estimated before. Item Estimated useful life (Year ) Basis Land use right 50 Validity term of land use certificate (3) Determination basis of intangible assets with indefinite useful lives As at the balance sheet date, the Company has no intangible assets with indefinite useful lives. (4) Provision for impairment of intangible assets If the intangible asset with definite useful life has any obvious impairment sign, impairment test should be conducted at the end of the period. 49 司公限有份股心中游旅海东大南海 2013 文全告报度年半年 As to the intangible asset with indefinite useful life, impairment test should be conducted at the end of each period. Impairment test is conducted for intangible assets to estimate their recoverable amounts. If any indication suggests that an intangible asset may be impaired, the Company estimates the recoverable amount of such individual asset. If it is difficult to estimate the recoverable amount of the individual asset, the Company estimates the recoverable amount of the asset group that the individual asset belongs to. The recoverable amounts of intangible assets are the higher of their fair values less costs to disposal and the present values of the estimated future cash flows of the intangible assets. If the recoverable amounts of intangible assets are lower than their book values, the book values of the assets are written down to their recoverable amounts. The write-downs are recognized as impairment losses and included in the current profit and loss. Provisions for impairment of the intangible assets are made accordingly. After impairment losses are recognized, the depletion or amortization charges for the intangible assets are adjusted in future periods to depreciate their revised book values (less their estimated net residual values) over their remaining useful lives on a systematic basis. The impairment loss on intangible assets will not be reversed in subsequent accounting period once it is recognized. (5) Detail criteria on classification of research stage and development stage for internal R&D projects of the Company Nil (6) Calculation of expenditure for internal R&D projects Nil 20. Long-term deferred expenses Long-term deferred expenses are various expenses already incurred, which shall be amortized over current and subsequent periods with the amortization period exceeding one year. 1. Amortization method Long-term deferred expenses are evenly amortized over the beneficial period. 2. Amortization period Item Amortization period Roof waterproofing 3 years Exterior wall coatings 4 years Long-term deferred expenses are various expenses already incurred, which shall be amortized over current and subsequent periods with the amortization period exceeding one year. 50 司公限有份股心中游旅海东大南海 2013 文全告报度年半年 1. Amortization method Long-term deferred expenses are evenly amortized over the beneficial period. 2. Amortization period Item Amortization period Roof waterproofing 3 years Exterior wall coatings 4 years 21. Assets transfer with buy-back conditions attached Nil 22. Accrued liabilities When the Company is involved in proceedings, debt guarantees, onerous contracts and reorganization events, if such events may require delivery of assets or rendering of services in the future and the amounts of such events can be reliably measured, accrued liabilities are recognized. (1) Recognition criteria of accrued liabilities The Company recognizes the accrued liabilities when obligations related to contingencies satisfy all the following conditions: (1) This obligation is a present obligation of the Company; (2) The performance of such obligation is likely to result in outflow of economic benefits from the Company; and (3) The amount of the obligation can be measured reliably. (2) Measurement method of accrued liabilities The accrued liabilities of the Company are initially measured as the best estimate of expenses required for the performance of relevant present obligations. The Company, when determining the best estimate, has had a comprehensive consideration of risks with respect to contingencies, uncertainties and the time value of money. If the time value of money is significant, the best estimate shall be determined after discounting the relevant future outflow of cash. The best estimate shall be accounted as follows in different circumstance: If there is continuous range (or interval) for the necessary expenses, and probabilities of occurrence of all the outcomes within this range are equal, the best estimate shall be determined at the average amount of upper and lower limits within the range. If there is no continuous range (or interval) for the necessary expenses, or probabilities of occurrence of all the outcomes within this range are unequal despite such a range exists, the outcomes within this range are unequally likely to occur, in case that the contingency involves a single item, the best estimate shall be 51 司公限有份股心中游旅海东大南海 2013 文全告报度年半年 determined at the most likely outcome; if the contingency involves two or more items, the best estimate should be determined according to all the possible outcomes with their relevant probabilities. When all or part of the expenses necessary for the settlement of an estimated liability of the Company is expected to be compensated by a third party, the compensation should be separately recognized as an asset only when it is virtually certain that the compensation will be received. The amount recognized for the compensation should not exceed the book value of the estimated liability. 23. Share-based payment and equity instruments (1) Type of share-based payment Nil (2) Recognition method for fair-value of equity instrument Nil (3) Basis of best estimation for vesting equity instrument Nil (4) Relevant accounting treatment for implementation, amendment and termination of shares payment plan Nil 24. Shares of the Company buy-back Nil 25. Revenue (1) Detail recognition criteria for sales of goods Overall recognition and measurement principles of revenue from sales of goods: when the Company has transferred significant risks and rewards of ownership of the goods to the buyer; the Company retains neither continuous management rights associated with ownership of the goods sold nor effective control over the goods sold; the relevant amount of revenue can be measured reliably; it is highly likely that the economic benefits associated with the transaction will flow into the enterprise; and the relevant amount of cost incurred or to be incurred can be measured reliably, revenue from sales of goods shall be recognized. After the customer order is received and the manger of sales department confirms and verifies the terms of payment, the manager places advanced orders and records them in the Qualia Sales Management System; most customers will pay advance payment or the sales department provides guarantees; the receptionists, according to the advanced orders of the sales department, review relevant data recorded in the computer system, and handle check-in formalities after the customers arrive, collect deposit and record relevant information into the computer system. Each consumption department, after checking with the receptionists, deals with the consumption sign bills and make pre-settlements in the reception desk. The evening reviewer of reception desk reviews the consumption bills every night and makes verifications in the computer system, and prepares daily business report containing each items of income and detailed report of accounts receivable, and submits the reports to the finance department, which recognizes the 52 司公限有份股心中游旅海东大南海 2013 文全告报度年半年 revenue after examining the daily reports. (2) Recognition basis of revenue from transferring the use right of assets The economic benefits related to the transaction may flow into entities and the amount of revenue can be reliably measured. The amount of revenue from transferring use right of assets is recognized as follows in different circumstances: (1) The amount of interest income is determined by the time and effective interest rate for others to use the monetary funds of the Company. (2) The amount of revenue from usage is determined according to the charging time and method as agreed in relevant contract or agreement. (3) Specific recognition criteria of revenue from rendering of service When the outcome of a service transaction can be estimated reliably on the balance sheet date, revenue from rendering of service shall be recognized at the percentage-of-completion method. The percentage of completion of rendering of service is determined based on the proportion of services that is already rendered in the total amount of service that is supposed to be rendered. The total amount of revenue from rendering of service is determined at the contract or agreement price received or receivable, unless such price received or receivable is unfair. The revenue from rendering of service for the current period shall be recognized at the total amount of revenue from rendering of service, multiplying the progress of completion and deducting the revenue from rendering of service accumulated and recognized in the previous accounting period. Meanwhile, the costs of rendering of service for the current period shall be carried forward at the total estimated costs of rendering of service, multiplying the progress of completion and deducting the costs of rendering of service accumulated and recognized in the previous accounting period. When the outcome of a service transaction cannot be estimated reliably on the balance sheet date, revenue shall be treated as follows: (1) If the service costs incurred are expected to be fully compensated, revenues from rendering of service are recognized at the service costs incurred, and the service costs should be carried forward by the same amount. (2) If the service costs incurred are not expected to be compensated, revenues from rendering of service are not recognized and the service costs incurred are included in the current profit and loss. (4) While income from labor service provided and income of construction contract recognized by percentage-of-completion method, basis and methods for recognize the completion progress of contract Nil 26. Government subsidies (1) Types Government subsidies are monetary assets and non-monetary assets acquired free of charge by the Company from the government. Government subsidies are classified into government subsidies related to assets and government subsidies related to income. 53 司公限有份股心中游旅海东大南海 2013 文全告报度年半年 (2) Accounting treatment Government subsidies related to acquisition and construction of fixed assets, intangible assets and other long-term assets are recognized as deferred income, and included in non-operating income by stages within the useful life of the assets acquired and constructed; If government subsidies related to income are used to compensate the enterprise’s relevant expenses or losses in future periods, such government subsidies should be recognized as deferred income on acquisition and be included into the current non-operating income in the period of recognizing relevant expenses; if government subsidies related to income are used to compensate the enterprise’s relevant expenses or losses incurred, such government subsidies are directly included into the current non-operating income on acquisition. 27. Deferred income tax assets and deferred income tax liabilities (1) Basis of recognition of deferred income tax assets Deductible temporary differences are recognized as deferred income tax assets to the extent that it shall not exceed future taxable income possibly available to be against the deductible temporary difference. Deductible temporary differences are recognized as deferred income tax liabilities except in special circumstances. (2) Basis of recognition of deferred income tax liability Special circumstances in which deferred income tax assets or deferred income tax liabilities shall not be recognized include: the initial recognition of goodwill; other transactions or matters excluding business combinations, which affect neither accounting profits nor the taxable income (or deductible losses) when occurred. If the Company has the legal right of netting and intends to settle in net amount or to obtain assets and discharge liabilities simultaneously, the income tax assets and income tax liabilities of the Company for the current period shall be presented based on the net amount after offset. When the Company has the legal rights to balance income tax assets and income tax liabilities in current period with net settlement, and deferred income tax assets and deferred income tax liabilities are related to the income tax which imposed on the same taxpaying subject by the same tax collection authority or to different tax paying subjects, but, in each important future period in connection with the reverse of deferred income tax assets and liabilities, the involved tax paying subject intends to balance income tax assets and liabilities in current period with net settlement at the time of obtaining assets and discharging liabilities, deferred income tax assets and deferred income tax liabilities of the Company shall be presented based on the net amount after offset. 28. Operating lease, financing lease (1) Accounting of operating lease Accounting of leased assets: Lease fees paid by the Company for leased asset shall be amortized at straight-line method over the whole lease period (including rent-free period) and shall be included in the current expenses. Initial direct costs related to lease transactions paid by the Company shall be included in the current expenses. 54 司公限有份股心中游旅海东大南海 2013 文全告报度年半年 If the expense related to the lease which shall be paid by the Company is assumed by the lessor of the asset, such expenses shall be deducted from total lease fees, and residual lease fees shall be amortized over the lease period and included in the current expenses. Accounting of leasing assets: Lease fees received by the Company from leasing assets shall be amortized at straight-line method over the whole lease period (including rent-free period), and shall be recognized as lease income. Initial direct costs related to lease transactions paid by the Company shall be included in the current expenses; if the amount is large, it shall be capitalized, and shall be included in the current income by stages within the whole lease period on same basis for recognition of lease income. If the expenses related to the lease which shall be paid by the lessee are borne by the Company, such expenses shall be deducted from total lease income by the Company, and residual lease fees shall be amortized over the lease period. (2) Accounting of financing lease Nil (3) Accounting of leaseback Nil 29. Assets held for sales (1) Recognition of assets held for sales Nil (2) Accounting treatment of assets held for sales Nil 30. Assets securitization Nil 31. Hedge accounting Nil 32. Adjustments for changes in principal accounting policies and estimates Whether the principal accounting policies and estimates have changed in reporting period or not □ Yes √ No No changes in principal accounting policies and estimates in reporting period (1) Adjustments for changes in accounting policies Whether have changes in accounting policies or not □ Yes √ No There are no changes in principal accounting policies for the Company during the reporting period. (2) Adjustments for changes in accounting estimates Whether have changes in accounting estimates or not 55 司公限有份股心中游旅海东大南海 2013 文全告报度年半年 □ Yes √ No There are no changes in principal accounting estimates for the Company during the reporting period. 33. Correction of accounting errors in previous period Whether correction of accounting errors in previous period occurred in reporting period or not □ Yes √ No No accounting errors of previous period been found in reporting period (1) Retrospective restatement method Whether has accounting errors of previous period with retrospective restatement method in reporting period or not □ Yes √ No There is no correction of accounting errors in previous period, for which the retrospective restatement method is adopted, for the Company during the reporting period. (2) Prospective application method Whether has accounting errors of previous period with prospective application method in reporting period or not □ Yes √ No There is no correction of accounting errors in previous period, for which the prospective application method is adopted, for the Company during the reporting period. 34. Other principal accounting policies and estimates as well as formulation method of financial statement Nil V. Taxation 1. Major tax types and tax rates applicable to the Company Taxation Basis of tax assessment Tax rate Value added tax (VAT) Revenue from sale of goods 3% Business tax Operating income 5% Urban maintenance and construction tax Turnover tax 7% Enterprise income tax Income tax payable 25% Education surcharge Turnover tax 3% Local education surcharge Turnover tax 2% Remaining value after deducting 30% of Property tax the original value of houses (including 1.2% land price) Land use tax Land area 12 Yuan/ ㎡ Income tax rates implemented by vary companies and branch plants Nil 2. Tax preference and approvals Nil 56 司公限有份股心中游旅海东大南海 2013 文全告报度年半年 3. Other explanation Nil VI. Business combination and consolidated financial statements 1. Subsidiary Nil (1) Subsidiaries acquired by means of establishment or investment Nil (2) Subsidiaries acquired by business combination under the common control Nil (3) Subsidiaries acquired by business combination not under the common control Nil 2. Operational entity with controlling rights form through entrust operation or accepting leases from special purpose entity Nil 3. Explanation on changes of consolidation scope Explanation on changes of consolidation scope The scope of consolidation (aggregation) of financial statements covers the headquarter of the Company and the subsidiary South China Grand Hotel of Hainan Dadonghai Tourism Center (Holdings) Co., Ltd., which is subject to independent accounting. There is no change in scope of consolidation (aggregation) of the financial statements of the Company in 2012. 4. Subject newly in consolidation scope and subject excluding the consolidation scope in reporting period Nil 5. Enterprise consolidation under the same control in reporting period Nil 57 司公限有份股心中游旅海东大南海 2013 文全告报度年半年 6. Enterprise consolidation not under the same control in reporting period Nil 7. Subsidiary reduced due to the equity with control losses sold in reporting period Nil 8. Counter purchase occurred in reporting period Nil 9. Consolidation by merger in reporting period Nil 10. Discount rate on main statement items of overseas operational entity Nil 。 VII. Notes to the main items of financial statements 1. Monetary funds In RMB Closing amount Opening amount Item Foreign currency Conversion Foreign currency Conversion RMB amount RMB amount amount rate amount rate Cash -- -- 722,088.44 -- -- 585,674.66 RMB -- -- 722,088.44 -- -- 585,674.66 Bank deposit -- -- 16,846,840.36 -- -- 14,549,636.02 RMB -- -- 16,846,840.36 -- -- 14,549,636.02 Other monetary funds -- -- -- -- 59,358.01 RMB -- -- -- -- 59,358.01 Total -- -- 17,568,928.80 -- -- 15,194,668.69 Explanation separately on accounts with use restriction, account save overseas and accounts has potential collected risk that due to pledge, mortgage or frozen No accounts, has restriction of realization, or saving overseas or has potential collected risk, due to pledge, mortgage or frozen at balance of period-end 58 司公限有份股心中游旅海东大南海 2013 文全告报度年半年 2. Transactional financial assets (1) Transactional financial assets Nil (2) Realization of restricted transactional financial assets Nil (3) Explanation for hedge instruments and related hedge transactions Nil 3. Notes receivables (1) Classification of notes receivables Nil (2) Notes receivable already pledged by the Company at the end of the period Nil (3)Transfer of notes to notes receivable due to the issuer’s impossibility to perform its obligations, and un-matured notes endorsed to others by the Company as at the period-end Nil 4. Dividend receivables Nil 5. Interests receivables (1) Interests receivables Nil (2)Overdue interests Nil (3)Explanation on interest receivables Nil 59 司公限有份股心中游旅海东大南海 2013 文全告报度年半年 6. Accounts receivable (1) Accounts receivable by type In RMB Closing amount Opening amount Type Book balance Bad debt reserve Book balance Bad debt reserve Proporti Proporti Proportio Proportion Amount Amount Amount Amount on (%) on (%) n (%) (%) Accounts receivable with large single amount and accrued for 1,339,625.51 26.15% 1,339,625.51 100% 1,339,625.51 29.94% 1,339,625.51 100% provision of bad debt on a single basis Accounts receivable accrued for provision of bad debt by portfolio Accounts receivable accrued for 3,783,000.01 73.85% 611,737.65 16.17% 3,135,248.33 70.06% 611,737.65 19.51% provision of bad debt by portfolio Portfolio subtotal 3,783,000.01 73.85% 611,737.65 16.17% 3,135,248.33 70.06% 611,737.65 19.51% Accounts receivable with insignificant single amount but 0.00 0% 0.00 0% 0.00 0% 0.00 0% accrued for provision of bad debt on a single basis Total 5,122,625.52 -- 1,951,363.16 -- 4,474,873.84 -- 1,951,363.16 -- Explanation on type of account receivable Nil Accounts receivable with large single amount and accrued for provision of bad debt on a single basis at period-end √ Applicable □ Not applicable In RMB Accrual proportion Accounts receivable Book balance Bad debt reserve Reason for accrual (%) Sanya Power Supply Company 773,409.98 773,409.98 100% 回收法无,长龄账 Hainan Hong Kong & Macao 464,563.21 464,563.21 100% 回收法无,长龄账 International Tourism Ltd. Reception of Sanya Municipal 101,652.32 101,652.32 100% 回收法无,长龄账 Total 1,339,625.51 1,339,625.51 -- -- Accounts receivable accrued for provision of bad debt by aging analysis method in portfolio √ Applicable □ Not applicable In RMB Age Closing amount Opening amount 60 司公限有份股心中游旅海东大南海 2013 文全告报度年半年 Book balance Book balance Bad debt reserve Bad debt reserve Proportion Proportion Amount Amount (%) (%) Within 1 year Including: -- -- -- -- -- -- Subtotal of within 2,987,523.07 78.97% 2,339,771.39 74.63% 1 year 1-2 years 26,895.00 0.71% 1,403.65 26,895.00 0.86% 1,403.65 2-3 years 108,094.91 2.86% 16,173.43 108,094.91 3.45% 16,173.43 3-4 years 68,208.31 1.8% 17,117.33 68,208.31 2.18% 17,117.33 4-5 years 30,522.00 0.81% 15,287.00 30,522.00 0.97% 15,287.00 Over 5 years 561,756.72 14.85% 561,756.24 561,756.72 17.91% 561,756.24 Total 3,783,000.01 -- 611,737.65 3,135,248.33 -- 611,737.65 Account receivables accrued for provision of bad debt by balance percentage method in portfolio □ Applicable √ Not applicable Account receivables accrued for provision of bad debt by other method in portfolio □ Applicable √ Not applicable Accounts receivable with insignificant single amount but accrued for provision of bad debt on a single basis at period-end □ Applicable √ Not applicable (2) Accounts receivable switch-back or collected in reporting period Nil (3) Accounts receivable actually verified in reporting period Nil (4) Amount due from shareholder holding more than 5% (inclusive) voting shares of the Company among ending balances In RMB Closing amount Opening amount Company name Provision for bad Provision for bad Book balance Book balance debts debts Luoniushan Co., Ltd. 21,190.66 6,179.00 Total 21,190.66 6,179.00 61 司公限有份股心中游旅海东大南海 2013 文全告报度年半年 (5) Top five accounts receivable In RMB Relationship with the Proportion in total accounts Company name Amount Term Company receivable (%) Sanya Haiyuan Hotel Management Non-related party 2,751,894.64 Within 1 year 53.72% Ltd. Sanya Power Supply Company Non-related party 775,304.98 Within 5 years 15.14% Hainan Hong Kong & Macao Non-related party 464,563.21 Within 5 years 9.07% International Tourism Ltd. Reception of Sanya Municipal Non-related party 101,652.32 Within 5 years 1.98% PGS INTERNATIONAL LIMITE Non-related party 58,574.98 Within 1 year 1.14% Total -- 4,151,990.13 -- 81.05% (6) Account receivable from related parties In RMB Proportion in total accounts Company name Relationship with the Company Amount receivable (%) Luoniushan Co., Ltd. First majority shareholder 21,190.66 0.41% Total -- 21,190.66 0.41% (7) De-recognition of account receivable Nil (8) Securitization with object of account receivables, listed the amount of assets and liability that continues to involved Nil 7. Other receivables (1) Other receivables by type In RMB Closing amount Opening amount Type Book balance Bad debt reserve Book balance Bad debt reserve Proportio Proporti Proportio Proportio Amount Amount Amount Amount n (%) on (%) n (%) n (%) 62 司公限有份股心中游旅海东大南海 2013 文全告报度年半年 Other receivables with large single amount and accrued for 77,363,143.31 94.57% 77,363,143.31 100% 77,363,143.31 96.31% 77,363,143.31 100% provision of bad debt on a single basis Other receivables accrued for provision of bad debt by portfolio Other receivables accrued for provision of bad debt by 4,433,737.36 5.42% 735,902.11 16.59% 2,957,671.35 3.68% 735,902.11 24.88% portfolio Portfolio subtotal 4,433,737.36 5.42% 735,902.11 16.59% 2,957,671.35 3.68% 735,902.11 24.88% Other receivables with insignificant single amount but 5,690.00 0.01% 5,690.00 100% 5,690.00 0.01% 5,690.00 100% accrued for provision of bad debt on a single basis Total 81,802,570.67 -- 78,104,735.42 -- 80,326,504.66 -- 78,104,735.42 -- Explanation on type of other receivables Nil Other receivables with large single amount and accrued for provision of bad debt on a single basis at period-end √ Applicable □ Not applicable In RMB Other receivables Book balance Bad debt amount Accrual proportion (%) Reasons Hainan Dadonghai Tourism Co., 54,767,945.15 54,767,945.15 100% 回收法无 Ltd. Cash dividends distributed in 16,899,000.00 16,899,000.00 100% 回收法无 1994-1996 Hainan Hong Kong & Macao 4,145,704.16 4,145,704.16 100% 回收法无 International Tourism Ltd. Guangdong Jinma Tourism Ltd. 1,200,494.00 1,200,494.00 100% 回收法无 Shareholder custody fee 350,000.00 350,000.00 100% 回收法无 Total 77,363,143.31 77,363,143.31 -- -- Other receivables accrued for provision of bad debt by aging analysis method in portfolio √ Applicable □ Not applicable In RMB Closing amount Opening amount Age Book balance Book balance Bad debt reserve Bad debt reserve Proportio Proportio Amount Amount n (%) n (%) Within 1 year Including: 63 司公限有份股心中游旅海东大南海 2013 文全告报度年半年 Subtotal of within 1 year 3,697,076.48 83.39% 2,221,010.47 75.09% 1-2 years 288.70 0% 1,968.87 288.70 0.01% 1,968.87 2-3 years 804.80 0.02% 2,191.65 804.80 0.03% 2,191.65 Over 3 years 735,567.38 16.59% 731,741.59 735,567.38 16.59% 731,741.59 3-4 years 4,434.39 0.1% 1,108.60 4,434.39 0.15% 1,108.60 4-5 years 1,000.00 0.02% 500.00 1,000.00 0.03% 500.00 Over 5 years 730,132.99 16.47% 730,132.99 730,132.99 24.69% 730,132.99 Total 4,433,737.36 -- 735,902.11 2,957,671.35 -- 735,902.11 Other account receivables accrued for provision of bad debt by balance percentage method in portfolio □ Applicable √ Not applicable Other account receivables accrued for provision of bad debt by other method in portfolio □ Applicable √ Not applicable Other receivables with insignificant single amount but accrued for provision of bad debt on a single basis at period-end √ Applicable □ Not applicable In RMB Other receivables Book balance Bad debt reserve Accrual proportion (%) Reason for accrual Petty cash 5,690.00 5,690.00 100% 回收法无 Total 5,690.00 5,690.00 -- -- (2) Other accounts receivable switch-back or collected in reporting period Nil (3) Other accounts receivable actually verified in reporting period Nil (4) Amount due from shareholders holding more than 5% (inclusive) voting shares of the Company among other receivables as at December 31, 2012. Nil (5) Nature or content of other receivables with significant amount Nil (6) Top five other receivables In RMB 64 司公限有份股心中游旅海东大南海 2013 文全告报度年半年 Relationship with Proportion in total other Company name Amount Term the Company receivables (%) Hainan Dadonghai Tourism Co., Non-related party 54,767,945.15 Over 5 years 66.95% Ltd. Cash dividends distributed in Non-related party 16,899,000.00 Over 5 years 20.65% 1994-1996 Hainan Hong Kong & Macao Non-related party 4,145,704.16 Over 5 years 5.06% International Tourism Ltd. Sanya Haiyuan Hotel Management Non-related party 2,808,368.63 Over 1 year 3.43% Ltd. Guangdong Jinma Tourism Ltd. Non-related party 1,200,494.00 Over 5 years 1.46% Total -- 79,821,511.94 -- 97.55% (7) Other account receivable from related parties Nil (8) De-recognition other account receivable Nil (9) Securitization with object of other account receivables, listed the amount of assets and liability that continues to involved Nil 8. Prepayments (1) Prepayments by aging In RMB Closing amount Opening amount Age Proportion Proportion Amount Amount (%) (%) Within 1 year 163,547.45 100% 86,579.35 100% Total 163,547.45 -- 86,579.35 -- Explanation on prepayment Nil 65 司公限有份股心中游旅海东大南海 2013 文全告报度年半年 (2) Top five prepayments In RMB Relationship Company name with the Amount Time Reason for unsettlement Company Non-related Goods on arrival without Sanya Yangfan Hardware Firms 48,597.00 Within 1 year party render an account Haina Branch of Sunshine Property & Non-related 25,956.57 Within 1 year Premium unamortized Casualty Insurance Company party Hainan BOC International Travel Service Co., Non-related Amount paid without 22,610.00 Within 1 year Ltd. party render an account Non-related Goods on arrival without Nursery of Sanya Luochunlin 21,560.00 Within 1 year party render an account Non-related Subscription fee Sanya Morning Post 18,978.90 Within 1 year party unamortized over Total -- 137,702.47 -- -- Explanation for major unit prepayment Nil (3) Amount due from shareholder holding more than 5% (inclusive) voting shares of the Company among ending balances of prepayment from related parties Nil (4) Explanation on prepayment Nil 9. Inventories (1) Classification of inventories In RMB Closing amount Opening amount Item Provision for Provision for Book balance Book value Book balance Book value depreciation depreciation Raw materials 1,005,691.90 751,854.37 253,837.53 976,543.28 752,585.71 223,957.57 Goods in process 18,574.65 18,574.65 29,836.85 29,836.85 Stock commodities 22,771.38 11,102.41 11,668.97 22,771.38 11,102.41 11,668.97 66 司公限有份股心中游旅海东大南海 2013 文全告报度年半年 Revolving materials 19,999.68 26,061.33 26,061.33 Consumptive 19,999.68 biological assets Total 1,067,037.61 762,956.78 304,080.83 1,055,212.84 763,688.12 291,524.72 (2) Inventory depreciation reserve In RMB Category of Book balance at Decreased in the Period Book balance at Accrual in the Period inventories period-begin Reversal Write-off period-end Raw materials 752,585.71 731.34 751,854.37 Stock commodities 11,102.41 11,102.41 Total 763,688.12 731.34 762,956.78 (3) Particular about inventory depreciation reserve Nil 10. Other current assets Nil 11. Financial assets available for sale (1) Particular about financial assets available for sale Nil (2) Long-term debt investment in financial assets available for sales Nil 12. Held-to-maturity investment (1) Particular about held-to-maturity investment Nil (2) Held-to-maturity investment that sold in report period but not expired Nil 13. Long-term account receivable Nil 14. Investment for affiliated enterprise and joint ventures Nil 67 司公限有份股心中游旅海东大南海 2013 文全告报度年半年 15. Long-term equity investment (1) Details of long-term equity investment In RMB Explanation Proport on the Impai ion of Proportio incongruity rment Incr share n of Cash Calcu in share provis ease/ holding voting bonu lation Investment Balance at Balance at holding Impairment ion of Invested company decr in rights in s this meth cost period-begin period-end proportion provision accrui ease investe invested perio od and voting ng (+,-) d company d proportion in this compan (%) invested year y (%) company Shenzhen Difu Investment & Cost 5,000,000.00 5,000,000.00 5,000,000.00 14.28% 5,000,000.00 Development Ltd. Hubei Jingsha Dadonghai Club Cost 4,566,207.42 4,566,207.42 4,566,207.42 91% 4,566,207.42 Ltd. Sanya Shun’an Cost 5,150,166.84 5,150,166.84 5,150,166.84 70% 5,150,166.84 Casino Total -- 14,716,374.26 14,716,374.26 14,716,374.26 -- -- -- 14,716,374.26 (2) Relevant particular about restriction of the ability of capital transfer to investment enterprises Nil 16. Investment real estate (1) Investment real estate measured by cost Nil (2) Investment real estate measured by fair value Nil 17. Fixed assets (1) Particular about fixed assets In RMB Book balance at Decreased in the Book balance at Item Increase in this period period-begin Period period-end I. Total original book value: 187,518,993.94 573,434.00 188,092,427.94 68 司公限有份股心中游旅海东大南海 2013 文全告报度年半年 Including: Buildings and 156,679,569.41 517,724.00 157,197,293.41 constructions Machinery 13,842,157.00 16,460.00 13,858,617.00 equipment Transportation 1,808,106.77 1,808,106.77 facility Electronic equipment 2,847,961.78 12,950.00 2,860,911.78 Other equipment 2,226,275.09 26,300.00 2,252,575.09 Improvement 10,114,923.89 10,114,923.89 Book balance at Increase during Accrual in this Decreased in the Balance at -- period-begin this period period Period period-end II. Total accumulated 86,786,578.23 2,554,558.10 89,341,136.33 depreciation: Including: Buildings and 65,337,026.94 1,827,060.36 67,164,087.30 constructions Machinery 8,302,218.92 310,585.36 8,612,804.28 equipment Transportation 701,590.34 71,576.70 773,167.04 facility Electronic equipment 1,671,122.77 167,774.94 1,838,897.71 Other equipment 1,160,710.70 104,128.36 1,264,839.06 Improvement 9,613,908.56 73,432.38 9,687,340.94 Book balance at Balance at -- -- period-begin period-end III. Total net book value of 100,732,415.71 -- 98,751,291.61 fixed assets Including: Buildings and 91,342,542.47 -- 90,033,206.11 constructions Machinery 5,539,938.08 -- 5,245,812.72 equipment Transportation 1,106,516.43 -- 1,034,939.73 facility Electronic equipment 1,176,839.01 -- 1,022,014.07 Other equipment 1,065,564.39 -- 987,736.03 Improvement 501,015.33 -- 427,582.95 IV. Total provision for 35,199,140.69 -- 35,199,140.69 impairment 69 司公限有份股心中游旅海东大南海 2013 文全告报度年半年 Including: Buildings and 32,449,653.81 -- 32,449,653.81 constructions Machinery 2,527,851.26 -- 2,527,851.26 equipment Electronic equipment 21,643.05 -- 21,643.05 Other equipment 199,992.57 -- Improvement -- 199,992.57 V. Total book value of fixed 65,533,275.02 -- 63,552,150.92 assets Including: Buildings and 58,892,888.66 -- 57,583,552.30 constructions Machinery 3,012,086.82 -- 2,717,961.46 equipment Transportation 1,106,516.43 -- 1,034,939.73 facility Electronic equipment 1,155,195.96 -- 1,000,371.02 Other equipment 865,571.82 -- 787,743.46 Improvement 501,015.33 -- 427,582.95 RMB2, 554,558.10 depreciated in this period; original price transfer as fixed assets from construction in process was RMB0.00 (2) Temporary idle fixed assets In RMB Accumulative Item Original book value Impairment reserves Net book value Note depreciation Other equipment 230,710.58 20,306.92 199,992.57 10,411.09 (3) Fixed assets leasing-in by financing lease Nil (4) Fixed assets leasing-out by operational lease Nil (5) Fixed assets held for sale in period-end Nil (6) Fixed assets without property certificates Nil 18. Construction in process (1) Construction in process Nil 70 司公限有份股心中游旅海东大南海 2013 文全告报度年半年 (2) Changes of major projects under construction Nil (3) Construction in process impairment provision Nil (4) Progress of material construction in progress Nil (5) Explanation of construction in process Nil 19. Construction materials Nil 20. Disposal of fixed assets Nil 21. Productive biological assets (1) Measured by cost Nil (2) Measured by fair value Nil 22. Oil/gas assets Nil 23. Intangible assets (1) Particular about intangible assets In RMB Book balance at Book balance at Item Increase in this period Decreased in the Period period-begin period-end I. Total original book value 87,315,277.74 0.00 0.00 87,315,277.74 Land use right 87,315,277.74 0.00 0.00 87,315,277.74 II. Total accumulated 29,013,814.76 434,363.58 0.00 29,448,178.34 amortization Land use right 29,013,814.76 434,363.58 0.00 29,448,178.34 III. Total net book value of 58,301,462.98 -434,363.58 57,867,099.40 intangible assets 71 司公限有份股心中游旅海东大南海 2013 文全告报度年半年 Land use right 58,301,462.98 -434,363.58 57,867,099.40 IV. Total impairment 29,343,890.98 0.00 0.00 29,343,890.98 provisions Land use right 29,343,890.98 0.00 0.00 29,343,890.98 Total book value of 28,957,572.00 -434,363.58 28,523,208.42 intangible asset Land use right 28,957,572.00 -434,363.58 28,523,208.42 The amount amortized in this period accounting as 0.00 Yuan (2) Expenditure of project development Nil 24. Goodwill Nil 25. Long-term deferred expense In RMB Opening Increase in this Amortization Reasons for other Item Other decrease Closing amount amount period during this period decrease Painting of Hotel’s 785,408.14 147,264.06 638,144.08 external wall Roof waterproof 191,666.71 49,999.98 141,666.73 Total 977,074.85 197,264.04 779,810.81 -- Explanation on long-term deferred expenses Nil 26. Deferred income tax assets and deferred income tax liabilities (1) Net amount of deferred income tax assets and deferred income tax liabilities before deduction Nil (2) Net amount of deferred income tax assets and deferred income tax liabilities after deduction Nil 27. Provision for assets impairment In RMB Book balance at Increase in Decreased in the Period Book balance at Item period-begin this period Reversal Write-off period-end I. Bad debt reserve 80,056,098.58 80,056,098.58 II. Inventory depreciation reserve 763,688.12 731.34 762,956.78 III. Provision reserve of financial assets 0.00 0.00 72 司公限有份股心中游旅海东大南海 2013 文全告报度年半年 available for sale V. Provision for impairment of long-term 0.00 0.00 equity investment V. Long-term equity investment impairment 14,716,374.26 14,716,374.26 provision VII. Provision for impairment of fixed 35,199,140.69 35,199,140.69 assets VIII. Provision for construction materials 0.00 0.00 X. Provision reserve for productive 0.00 0.00 biological assets Including: Provision reserve of mature 0.00 0.00 productive biological assets XII. Provision for impairment of intangible 29,343,890.98 0.00 29,343,890.98 assets XIII. Provision for impairment of goodwill 0.00 XIV. Other 0.00 0.00 Total 160,079,192.63 731.34 160,078,461.29 Explanation on provision for assets impairment Nil 28. Other non-current assets Nil 29. Short-term loans (1) Type of Short-term Loans Nil (2) Short-term loans un-paid by expired Nil 30. Transactional financial liabilities Nil 31. Note payable Nil 32. Accounts payable (1) Accounts payable In RMB 73 司公限有份股心中游旅海东大南海 2013 文全告报度年半年 Item Closing amount Opening amount Within 1 year(including 1 year) 733,671.81 566,359.39 1-2 years (including 2 years) 907,591.31 907,591.31 2-3 years (including 3 years) 0.00 0.00 Over 3 years 507,882.93 507,882.93 Total 2,149,146.05 1,981,833.63 (2) Amount payable from shareholders holding more than 5% (inclusive) voting shares of the Company among ending balances. Nil (3) Accounts payable with large amount and aging of over one year Nil 33. Accounts received in advance (1) Accounts received in advance In RMB Item Closing amount Opening amount Within 1 year (including 1 year) 832,439.14 1,460,314.82 1-2 years (including 2 years) 247,432.38 247,432.38 2-3 years (including 3 years) 193,842.27 193,842.27 Over 3 years 129,840.14 129,840.14 Total 1,403,553.93 2,031,429.61 (2) Amount received in advance from shareholders holding more than 5% (inclusive) voting shares of the Company among ending balances Nil (3) Accounts received in advance with large amount and aging of over one year Company name Closing Reasons for Note balance not carry forward Hainan Sea-view Paradise International Co., Ltd, Sanya Wuzhizhou 146,402.70 Account Island Resort unsettled 74 司公限有份股心中游旅海东大南海 2013 文全告报度年半年 34. Wages payable In RMB Book balance at Book balance at Item Increase in this period Decreased in the Period period-begin period-end I. Salary, bonus, allowance and 2,911,971.27 5,703,900.44 3,992,551.56 4,623,320.15 subsidy II. Employee welfare 0.00 495,790.67 495,790.67 III. Social insurance 0.00 517,156.46 438,075.66 79,080.80 expense Medical insurance 0.00 139,976.64 118,140.16 21,836.48 expenses Basic endowment 0.00 339,948.44 288,436.44 51,512.00 insurance expenses Annuity 0.00 Unemployment 0.00 17,821.30 15,091.74 2,729.56 insurance expenses Work injury 0.00 8,910.50 7,545.72 1,364.78 insurance expenses Maternity insurance 0.00 10,499.58 8,861.60 1,637.98 expenses IV. Housing 0.00 38,292.50 38,292.50 provident funds V. Dismissal welfare 0.00 VI. Others 726,586.78 195,024.88 56,556.61 865,055.05 Total 3,638,558.05 6,950,164.95 5,021,267.00 5,567,456.00 Default amount in employee compensation payable was 0.00 Labor union expenditure and employee education funds was 0.00 Yuan, non-monetary welfare was 0.00 Yuan and compensation for labor service terminated was 0.00 Yuan Arrangement of pay date and amount for employee compensation payable Nil 35. Tax payable In RMB Item Closing amount Opening amount Value added tax 135,982.62 135,982.62 Business tax 44,587.40 156,316.48 75 司公限有份股心中游旅海东大南海 2013 文全告报度年半年 Enterprise income tax -1,702,702.80 -1,702,702.80 Income tax 3,377.23 Urban maintenance and construction tax 3,121.12 10,942.15 Educational surtax 2,229.38 7,815.83 Property tax 187,595.25 187,595.25 Land use tax 72,393.00 72,393.00 Total -1,253,416.80 -1,131,657.47 For the mutual adjustment on taxable amount between vary companies and plants, authorized by local taxation bureau, explain the taxation procedures Nil 36. Interest payable Nil 37. Dividend payable Nil 38. Other payables (1) Other payables In RMB Item Closing amount Opening amount Within 1 year (including 1 year) 2,803,020.37 1,692,773.93 1-2 years (including 2 years) 226,685.47 226,685.47 2-3 years (including 3 years) 2,729.00 2,729.00 Over 3 years 23,232,454.51 23,232,454.51 Total 26,264,889.35 25,154,642.91 (2) Amount due to shareholders holding more than 5% (inclusive) voting shares of the Company among ending balances In RMB Company name Closing amount Opening amount Luoniushan Co., Ltd. 800,000.00 800,000.00 Total 800,000.00 800,000.00 76 司公限有份股心中游旅海东大南海 2013 文全告报度年半年 (3) Other payables with large amount and aging of over one year Company name Closing balance Reasons of un-repay Note China Securities Regulatory Commission 19,810,000.00 Financial difficulty Sun Hongjie 1,000,000.00 Guarantee deposit Luoniushan Co., Ltd. 800,000.00 Related debt Hong Kong Deloitte & Touche LLP 285,003.21 Audit fees Securities Times 265,478.17 Financial difficulty Total 22,160,481.38 (4) Other payables with large amount Company name Closing balance Nature or content Note China Securities Regulatory Commission 19,810,000.00 Fine for rule-breaking operation on the stock of the Company Sanya Dadonghai Donghailonggong Food City 1,919,188.18 Current account Sun Hongjie 1,000,000.00 Guarantee deposit Luoniushan Co., Ltd. 800,000.00 Current account Securities Times 265,478.17 Historical arrears Total 23,794,666.35 39. Accrual liability Nil 40. Non-current liability due within one year (1) Non-current liability due within one year Nil (2) Long-term loans due within one year Nil (3) Bond payable due within one year Nil (4) Long-term account payable due within one year Nil 77 司公限有份股心中游旅海东大南海 2013 文全告报度年半年 41. Other current liability Nil 42. Long-term loan (1) Category of long-term loans Nil (2) Top five long-term loans Nil 43. Bond payable Nil 44. Long-term account payable (1) Top five long-term account payable Nil (2)Details of financing rent payable in long-term payable Nil 45. Specific payable Nil 46. Other non-current liability Nil 47. Share capital In Share Pre-changed Increased /decreased(+,-) Post-changed Share Share capital Proportion New Proportio s converted Amount shares Others Sub-total Amount (%) grant from reserve n (%) issued ed fund I. Restricted shares 17,176,000 4.72% 17,176,000 4.72% 1. State-owned shares 78 司公限有份股心中游旅海东大南海 2013 文全告报度年半年 2. State-owned 5,922,000 1.63% -1,321,800 -1,321,800 4,600,200 1.26% corporate shares 3. Other domestic 11,254,000 3.09% 1,321,800 1,321,800 12,575,800 3.46% shares Including: domestic 11,122,000 3.05% 1,321,800 1,321,800 12,443,800 3.42% corporate shares Domestic nature 132,000 0.04% 132,000 0.04% person shares II. Unrestricted shares 346,924,000 95.28% 346,924,000 95.28% 1. RMB ordinary shares 258,924,000 71.11% 258,924,000 71.11% 2. Domestically listed 88,000,000 24.17% 88,000,000 24.17% foreign shares III. Total shares 364,100,000 100% 364,100,000 100% 48. Treasury stock Explanation on treasury stock Nil 49. Reasonable reserves Explanation on reasonable reserves Nil 50. Capital reserves In RMB Decreased in the Item Opening amount Increase in this period Closing amount Period Capital (share capital) premium 33,336,215.58 33,336,215.58 Other capital reserves 20,806,634.43 20,806,634.43 Total 54,142,850.01 54,142,850.01 Explanation on capital reserves Nil 51. Surplus reserves Nil 79 司公限有份股心中游旅海东大南海 2013 文全告报度年半年 52. General risk reserves Nil 53. Retained profits In RMB Proportion of appropriation Item Amount or distribution Retained profit of year-end of last year before -334,131,682.19 -- adjustment Retained profit of year-begin after adjustment -334,131,682.19 -- Plus: net profit attributable to owner of parent -481,971.51 -- company in 2012 Retained profits as at December 31, 2012 -334,613,653.70 -- Adjustment of undistributed profit at year-begin: 1) For the retroactive adjustment based on Accounting Standards for Business Enterprises and other relevant regulations, affected undistributed profit at year-begin of RMB 2) For changes of accounting policies, affected undistributed profit at year-begin of RMB 3) For correction on major accounting errors, affected undistributed profit at year-begin of RMB 4) For changes of consolidation scope from same controlling, affected undistributed profit at year-begin of RMB 5) Other adjustment totally affected undistributed profit at year-begin of RMB Explanation on undistributed profit For company initially public offering securities, well explained that if the accumulated profit before offering, being decided by shareholders’ general meeting, shares by old and new shareholders; for the accumulated profit before offering, being decided by shareholders’ general meeting, distribute before offering and shares by old shareholders, well disclosed the audited profit shares by old shareholders in dividend payable Nil 54. Operating income and operating costs (1) Operating income and operating costs In RMB Item Amount of this period Amount of last period Income from primary business 14,778,787.50 20,425,639.30 Operating costs 5,091.20 3,022,082.13 (2) Primary business (by industry) In RMB 80 司公限有份股心中游旅海东大南海 2013 文全告报度年半年 Amount of this period Amount of last period Industry Operating income Operating cost Operating income Operating cost Tourism, catering and service 14,778,787.50 5,091.20 20,425,639.30 3,022,082.13 industry Total 14,778,787.50 5,091.20 20,425,639.30 3,022,082.13 (3) Primary business (by products) In RMB Amount of this period Amount of last period Product Operating income Operating cost Operating income Operating cost Guest room 14,778,787.50 5,091.20 15,662,395.50 5,168.33 Catering 4,763,243.80 3,016,913.80 Total 14,778,787.50 5,091.20 20,425,639.30 3,022,082.13 (4) Primary business (by region) In RMB Amount of this period Amount of last period Region Operating income Operating cost Operating income Operating cost Hainan region 14,778,787.50 5,091.20 20,425,639.30 3,022,082.13 Total 14,778,787.50 5,091.20 20,425,639.30 3,022,082.13 (5) Business income from top five customers In RMB Name of customer Total business income Proportion in total business income of the Company (%) PGS INTERNATIONAL LIMITED 3,036,570.00 20.54% Hainan Chenda International Tourism Ltd. 520,110.00 3.52% Hainan Sanping International Tourism Co., 505,866.00 3.42% Ltd. Zhong Guotao 401,789.00 2.72% Sanya Shengda International Tourism Ltd. 326,184.00 2.21% Total 4,790,519.00 32.41% Explanation on business income Nil 81 司公限有份股心中游旅海东大南海 2013 文全告报度年半年 55. Income from contract projects Nil 56. Business tax and surcharges In RMB Item Amount of this period Amount of last period Taxation basis (%) Business tax 738,939.38 1,021,281.97 5 Urban maintenance and construction 51,725.75 71,489.74 7 tax Educational surtax 22,168.18 30,638.46 3 Resources tax 14,778.79 20,425.65 2 Total 827,612.10 1,143,835.82 -- Explanation on business tax and surcharges Nil 57. Sale expenses In RMB Item Amount of this period Amount of last period Sale expenses 5,866,274.92 8,445,611.25 Total 5,866,274.92 8,445,611.25 58. Administrative expenses In RMB Item Amount of this period Amount of last period Administrative expenses 8,568,614.42 7,031,751.32 Total 8,568,614.42 7,031,751.32 59. Financial expenses In RMB Item Amount of this period Amount of last period Less: interest income -40,154.79 -22,990.40 Other 108,267.51 180,331.52 Total 68,112.72 157,341.12 82 司公限有份股心中游旅海东大南海 2013 文全告报度年半年 60. Gains from changes of fair value Nil 61. Gains on investment (1) Details of gains on investment In RMB Item Amount of this period Amount of last period Gains on long-term equity investment calculated by 3,932.08 equity method Total 3,932.08 (2) Gains of long-term equity investment based on cost method Nil (3) Gains of long-term equity investment based on equity method Nil 62. Losses on assets impairment Nil 63. Non-operating income (1) Non-operating income In RMB Amount included in Item Amount of this period Amount of last period current non-recurring profits or losses Total gains on disposal of 200.00 3,920.00 200.00 non-current assets Including: gain on disposal of 200.00 3,920.00 200.00 fixed assets Income from compensation 57,991.70 87,630.00 57,991.70 Sale of land exchange title letter Other 17,954.65 66,562.05 17,954.65 Total 76,146.35 158,112.05 76,146.35 83 司公限有份股心中游旅海东大南海 2013 文全告报度年半年 (2) Government grants Nil 64. Non-operating expenses In RMB Amount included in Item Amount of this period Amount of last period current non-recurring profits or losses Total losses on disposal of 200.00 non-current assets Including: loss on disposal of 1,173.46 fixed assets Penalty expenses 1,200.00 1,200.00 Total 1,200.00 1,173.46 1,200.00 Explanation on non-operating expenses Nil 65. Income tax expenses In RMB Item Amount of this period Amount of last period Current income tax calculated based on tax law and relevant 196,472.08 rules Total 196,472.08 66. Calculation of basic earnings per share and diluted earnings per share 1. Basic earnings per share Basic earnings per share=P0÷S S= S0+S1+Si×Mi÷M0–Sj×Mj÷M0–Sk Of which, P0 represents net profit attributable to ordinary shareholders of the Company or net profits attributable to ordinary shareholders after deducting non-recurring profits or losses; S represents the weighted average number of outstanding ordinary shares; S0 represents total number of shares at the beginning of the period; S1 represents shares increased from conversion of reserve fund into share capital or share dividend distribution in the reporting period; Si represents shares increased from issue of new shares or conversion of debt into equity in the reporting period; Sj represents the shares reduced from repurchase during the reporting period; Sk represents the number of reduced shares during the reporting period; M0 represents number of months in the reporting period; Mi represents the number of months from the month immediately following the increase of shares to the end of the reporting period; Mj represents the number of months from the month immediately following the decrease of shares to the end of the reporting period . 84 司公限有份股心中游旅海东大南海 2013 文全告报度年半年 2. Diluted earnings per share Diluted earnings per share = P1/(S0+S1+Si×Mi÷M0–Sj×Mj÷M0–Sk+ weighted average number of ordinary shares increased from warrants, share options and convertible bonds). Of which, P1 represents net profits attributable to ordinary shareholders of the Company or net profits attributable to ordinary shareholders of the Company after deducting non-recurring profits or losses, and has been adjusted in accordance with Accounting Standards for Business Enterprises and the relevant regulations after taking the effect of dilutive potential ordinary shares into consideration. When calculating the diluted earnings per share, the Company shall take into account all the effect of dilutive potential ordinary shares on net profits attributable to ordinary shareholders of the Company or net profits attributable to ordinary shareholders of the Company after deducting non-recurring profits or losses and the weighted average number of shares, and include in diluted earnings per share according to the magnitude of dilution in an ascending order until the dilutive earnings per share is reduced to the lowest level. (1) Basic earnings per share Basic earnings per share is calculated by dividing combined net profits attributable to ordinary shareholders of the Company by weighted average number of outstanding ordinary shares of the Company: Item Amount of this period Amount of last period Combined net profits attributable to ordinary shareholders of the -481,971.51 589,416.25 Company Weighted average number of outstanding ordinary shares of the 364,100,000.00 364,100,000.00 Company Basic earnings per share (RMB per share) -0.0013 0.0016 Calculation of weighted average number of ordinary shares: Item Amount of this period Amount of last period Number of ordinary shares issued as at January 1, 2012 364,100,000.00 364,100,000.00 Plus: weighted number of ordinary shares issued in 2012 Less: weighted number of ordinary shares repurchased in 2012 Weighted number of ordinary shares outstanding as at December 364,100,000.00 364,100,000.00 31, 2012 (2) Diluted earnings per share Diluted earnings per share is calculated by dividing combined net profits attributable to ordinary shareholders of the Company after adjustment by weighted average number of outstanding ordinary shares of the Company after adjustment: Item Amount of this period Amount of last period Combined net profits attributable to ordinary shareholders of the -481,971.51 589,416.25 Company (diluted) Weighted average number of outstanding ordinary shares of the 364,100,000.00 364,100,000.00 Company (diluted) Diluted earnings per share (RMB per share) -0.0013 0.0016 85 司公限有份股心中游旅海东大南海 2013 文全告报度年半年 67. Other comprehensive income Nil 68. Notes to statement of cash flows (1) Other cash receipts related to operating activities In RMB Item Amount Indemnity income etc. 2,341,467.17 Repayment from employee 20,000.00 Interest income 40,495.40 Current account Other Total 2,401,962.57 Explanation on other cash receipts related to operating activities Nil (2) Cash paid for other operating activities In RMB Item Amount Sale and administrative expenses 2,286,584.03 Financial expenses 108,608.12 Other 319,652.57 Total 2,714,844.72 Explanation on cash paid for other operating activities Nil (3) Cash received with other investment activities concerned Nil (4) Cash paid for other investment activities Nil (5) Cash received with other financing activities concerned Nil 86 司公限有份股心中游旅海东大南海 2013 文全告报度年半年 (6) Cash paid for other financing activities Nil 69. Supplementary information of statement of cash flows (1) Supplementary information of statement of cash flows In RMB Item Amount of this period Amount of last period 1. Net profit adjusted to cash flow from operating activities -- -- Net profit -481,971.51 589,416.25 Depreciation of fixed assets, depletion of oil and gas assets 2,554,558.10 3,207,296.32 and depreciation of productive biological assets Amortization of intangible assets 434,363.58 434,363.58 Amortization of long-term deferred expenses 197,264.04 197,264.04 Loss on disposals of fixed assets, intangible assets and -200.00 -2,746.54 other long-term assets("-" for gains) Investments loss ("-" for gains) -43,398.28 Decrease in inventories ("-" for increases) -12,556.11 336,677.78 Decrease in operating receivables ("-" for increases) -8,329,538.41 -668,496.69 Increase in operating payables ("-" for decreases) 8,585,574.42 -4,334,535.79 Net cash flow from operating activities 2,947,494.11 -284,159.33 2. Significant investing and financing activities not -- -- involving cash inflow and outflow 3. Net changes in cash and cash equivalents -- -- Ending balance of cash 17,568,928.80 2,547,675.25 Less: beginning balance of cash 15,194,668.69 12,374,582.48 Net increase in cash and cash equivalents 2,374,260.11 -9,826,907.23 (2) Subsidiary or other operation units obtained or disposed in reporting period Nil (3) Composition of cash and cash equivalents: In RMB Item Closing amount Opening amount I. Cash 17,568,928.80 15,194,668.69 Including: cash on hand 722,088.44 585,674.66 87 司公限有份股心中游旅海东大南海 2013 文全告报度年半年 Bank deposit available for payment at any time 16,846,840.36 14,549,636.02 II. Ending balance of cash and cash equivalents 17,568,928.80 15,194,668.69 Explanation on supplementary information of statement of cash flows Nil 70. Notes on items of changes of owner’s equity Name and adjusted amount on “Other” at balance of year-end of last year, and retroactive adjustment arising from enterprise combination under the same control Nil VIII. Accounting treatment of assets securitization 1. Explain the main exchange of assets securitization and its accounting treatment and provision of bankruptcy-remote Nil 2. Subject of special purpose without controlling rights on hand by actually bear the risks Nil IX. Related Parties and Transactions 1. Parent company of the Company Nil 2. Subsidiary of the Company Nil 3. Details of joint-venture and affiliated enterprise of the Company Nil 4. Particulars about other related parties Relationship with the Other related parties Organization code Company Luoniushan Co., Ltd. First majority shareholder 28408974-7 Explanation on other related parties: As of 30 June 2013, Luoniushan Co., Ltd. holds 61.0903 million shares of the Company with 16.81 percent occupied in total share capital of the Company, and it is the first majortiy sharehodler of the Company. On 11 July 2013, largest sharehodler of the Company changed the name to “Luoniushan Group Co., Ltd.” from “Hainan Luoniushan Holding Group Co., Ltd.”. And the company’s name changed to “Luoniushan Co., Ltd.” from former “Haikou Agriculture & Industry & Trade (LUONIUSHAN) Co., Ltd.”. 88 司公限有份股心中游旅海东大南海 2013 文全告报度年半年 5. Related transaction (1) Statement of commodity purchased and labor service received In RMB Amount of this period Amount of last period Pricing way and Ratio in Ratio in Related party Content decision making similar similar Amount Amount procedures transactio transactio ns (%) ns (%) Luoniushan Co., Ltd. Accommodation, catering Market price 196,416.66 1.32% 247,602.44 1.21% Goods sold and labor service offering Nil (2) Related entrust/contract Nil (3) Related leasing Nil (4) Related guarantee Nil (5) Borrowed funds of related party Nil (6) Related party’s assets transfer and debt reorganization Nil (7) Other related transactions Nil 6. Receivables and payables of related parties Receivables from related parties by listed company In RMB period-end period-begin Item Related party Book balance Bad debt reserve Book balance Bad debt 89 司公限有份股心中游旅海东大南海 2013 文全告报度年半年 reserve Accounts receivable Luoniushan Co., Ltd. 21,190.66 6,179.00 Payables to related parties by listed company In RMB Item Related party Amount as at period-end Amount as at period-begin 款付应他其 Luoniushan Co., Ltd. 800,000.00 800,000.00 X. Share-based payment 1. General particular about share-based payment Nil 2. Share-based payment settled by equity Nil 3. Share-based payment settled by cash Nil 4. Share-based payment for service Nil 5. Particular about amendment of share payment and its termination Nil XI. Contingency 1. Contingent liability and its financial influence formed by un-settle lawsuits or arbitration Nil 2. Contingent liability and its financial influence formed from debt guarantee offered to other units Nil Other contingent liability and its financial influence: Nil XII. Commitments 1. Material commitments Nil 2. Commitments made previously Nil XIII. Event after balance sheet date 1. Explanation on important events after balance sheet date Nil 2. Profit distribution after balance sheet date Nil 90 司公限有份股心中游旅海东大南海 2013 文全告报度年半年 3. Explanation on other events after balance sheet date Nil XIV. Other significant events 1. Non-monetary assets exchange Nil 2. Debt reorganization Nil 3. Enterprise combination Nil 4. Leasing Nil 5. Financial instrument issued and convertible to shares at period-end Nil 6. Assets and liability measure by fair value Nil 7. Foreign currency financial assets and foreign financial liability Nil 8. Pension plan and major changes Nil 9. Other 1. The Liabilities Statement on Objectives Operation and Management of South China Grand Hotel concluded by and between the Company and Mr. Sun Hongjie has a term of five years, i.e., from May 1, 2011 to April 30, 2016. According to stipulations in such Liabilities Statement on Objectives Operation and Management, during the objectives operation and management period, the base profit index of internal assessment shall be RMB 1.1 million, and 60% of the excess over such base index shall be rewarded to Mr. Sun Hongjie and his management 91 司公限有份股心中游旅海东大南海 2013 文全告报度年半年 team. 2. On November 26, 2012, the Company and Hainan Luoniushan Holdings Group Co., Ltd. (hereinafter referred to as “Luoniushan Group”) concluded an Agreement on Equity Assignment which agreed that, the Company shall assign its equity of 31.03% in Hainan Luoniushan Agricultural Technology Co., Ltd. (hereinafter referred to as “Agricultural Technology Company”) to Luoniushan Group for a consideration of RMB 10 million. Luoniushan Group has paid the equity assignment amount of RMB 10 million to the Company on December 7, 2012 according to the Agreement, and the Company has coordinated with Luoniushan Group and Agricultural Technology Company in the handling of amendments to the articles of association for such assignment and related issues. In view of that the registration change procedures with the industrial & commercial bureau was still in process as at December 31, 2012, the Company and Luoniushan Group concluded a Supplementary Agreement on Equity Assignment in which both agreed that, as of the date when Luoniushan Group paid the full equity assignment amount to the Company, the rights and obligations of both parties as agreed in the Agreement on Equity Assignment had been fully performed. Meanwhile, Luoniushan Group confirmed that, all risks assumed and reward enjoyed originally by the Company in Agricultural Technology Company should be transferred to Luoniushan Group. XV. Note on financial statement of parent company Nil XVI. Supplementary information 1. Current non-recurring gains/losses In RMB Item Amount Note Gains/losses from the disposal of non-current asset (including the 200.00 write-off that accrued for impairment of assets) Other non-operating income and expenditure except for the 74,746.35 aforementioned items Total 74,946.35 -- Concerning the extraordinary profit (gain)/loss defined by Q&A Announcement No.1 on Information Disclosure for Companies Offering Their Securities to the Public --- Extraordinary Profit/loss, and the items defined as recurring profit (gain)/loss according to the lists of extraordinary profit (gain)/loss in Q&A Announcement No.1 on Information Disclosure for Companies Offering Their Securities to the Public --- Extraordinary Profit/loss, explain reasons □ Applicable √ Not applicable 92 司公限有份股心中游旅海东大南海 2013 文全告报度年半年 2. Difference of the accounting data under accounting rules in and out of China (1) Difference of the net profit and net assets disclosed in financial report, under both IAS (International Accounting Standards) and Chinese GAAP (Generally Accepted Accounting Principles) In RMB Net profit attributable to shareholders of listed Net assets attributable to shareholders of listed company company Amount in this period Amount in last period Closing amount Opening amount Chinese GAAP -481,971.51 589,416.25 83,629,196.31 84,111,167.82 Items and amount adjusted by IAS IAS -481,971.51 589,416.25 83,629,196.31 84,111,167.82 (2) Difference of the net profit and net assets disclosed in financial report, under both foreign accounting rules and Chinese GAAP (Generally Accepted Accounting Principles) In RMB Net profit attributable to shareholders of listed Net assets attributable to shareholders of listed company company Amount in this period Amount in last period Closing amount Opening amount Chinese GAAP -481,971.51 589,416.25 83,629,196.31 84,111,167.82 Items and amount adjusted by foreign accounting rules Foreign accounting rules -481,971.51 589,416.25 83,629,196.31 84,111,167.82 (3) Reasons for the differences of accounting data under accounting rules in and out of China 3. ROE and EPS In RMB Weighted average EPS Profit in the Period ROE (%) Basic EPS Diluted EPS Net profit attributable to common shareholders of the -0.57% -0.0013 -0.0013 Company Net profit attributable to common shareholders of the -0.66% -0.0015 -0.0015 Company after deducting non-recurring gains/losses 4. Abnormalities and reasons of the accounting statement items of the Company Item Closing balance Opening balance Changes Reasons 93 司公限有份股心中游旅海东大南海 2013 文全告报度年半年 (or amount of this (or amount of last (+,-) (%) period) period) Account receivable 3,171,262.36 2,523,510.68 25.66 The amount receivable from sales increased Account paid in 163,547.45 86,579.35 88.90 The amount paid in advance for good purchased advance increased Other account 3,697,835.25 2,221,769.24 66.43 Other amount receivable increased receivable Long-term deferred 779,810.81 977,074.85 -20.18 Amortized in the Period expenses Account received in 1,403,553.93 2,031,429.61 -30.91 The sales amount carried forward advance Wages payable 5,567,456.00 3,638,558.05 53.01 Salary increased and the accrual of hotel performance remuneration Operation revenue 14,778,787.50 20,425,639.30 -27.64 Food and beverage outsourcing, relevant operation revenue declined Operation cost 5,091.20 3,022,082.13 -99.83 Food and beverage outsourcing, relevant operation cost declined Business tax and 827,612.10 1,143,835.82 -27.64 The revenue declined surcharge Sales expenses 5,866,274.92 8,445,611.25 -30.54 Food and beverage outsourcing, expense of salary and utilities decreased Administrative 8,568,614.42 7,031,751.32 21.85 The enterrainment expenses, promotion charge and expenses salary increased and the sharing for above the quota of hotel accrued Financial expenses 68,112.72 157,341.12 -56.71 The revenue declined, and settlment handling charge expenses declined Operation profit -556,917.86 628,949.74 -188.54 The revenue decreased and administration expenses growth Non-operation 76,146.35 158,112.05 -51.84 Indemnity income and other revenue decreased revenue Ne profit -481,971.51 589,416.25 -181.77 The revenue decreased and administration expenses growth Net cash flow arising 2,947,494.11 -284,159.33 1,137.26 Food and beverage outsourcing, the expenses from from operation cost of good purchased decreased activities Net cash flow arising -573,234.00 -9,542,747.90 -93.99 The investment decreased from investment 94 司公限有份股心中游旅海东大南海 2013 文全告报度年半年 activities Closing balance of 17,568,928.80 2,547,675.25 589.61 Together affected by the y-o-y growth of net cash cash and cash flow arising from operation activities and the y-o-y equivalent decrase of net cash flow arising from investment activites 95 司公限有份股心中游旅海东大南海 2013 文全告报度年半年 Section IX. Documents available for reference I. Text of Semi-ananual reprot 2013 with the signature of corporate of the Company. II. Financial statement with signature and seal of legal person, person in charge of accounting works and person in charge of accounting organ; III. Text of the fiel and draf of the annucement under the name of the Company that released on website appoited by CSRC in reporting period. IV. Other relevant fiels The above said documents are prepared in the security department of the Company Board of Director of Hainan Dadonghai Tourism Centre (Holdings) Co., Ltd. Chairman: Li Yuanbin 28 August 2013 96