海南大东海旅游中心股份有限公司 2020 年第三季度报告正文 Stock Code: 000613, 200613 Notice No.: 2020-028 Short Form of the Stock: Dadonghai-A, Dadonghai-B 海南大东海旅游中心股份有限公司 Hainan Dadonghai Tourism Centre (Holdings) Co., Ltd. THE THIRD QUARTERLY REPORT FOR 2020 (TEXT) Date of disclosure: 29 October 2020 1 海南大东海旅游中心股份有限公司 2020 年第三季度报告正文 Section I. Important Notes Board of Directors and the Supervisory Committee of Hainan Dadonghai Tourism Centre (Holdings) Co., Ltd. (hereinafter referred to as the Company) and its directors, supervisors and senior executives 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. All directors of the Company are attended the Meeting for quarterly report deliberation. Principal of the Company Yuan Xiaoping, Person in Charge of Accounting Works Fu Zongren and Person in Charge of Accounting Organ (Accounting Officer) Fu Zongren hereby confirm that the Financial Report of the Third Quarterly Report is authentic, accurate and complete. 2 海南大东海旅游中心股份有限公司 2020 年第三季度报告正文 Section II. Basic information of Company I. Main accounting data and index Whether it has retroactive adjustment or re-statement on previous accounting data or not □Yes √No Current period-end Period-end of last year Increase/decrease Total assets (RMB) 95,880,072.60 87,521,184.25 9.55% Net assets attributable to shareholders 69,765,651.13 78,486,603.96 -11.11% of listed company (RMB) Increase/decrease in Increase/decrease in comparison with Year-begin to end of comparison with Current period same period of last the Period year-begin to Period-end of year last year Operating revenue (RMB) 3,377,869.34 -7.47% 8,359,741.34 -53.28% Net profit attributable to shareholders -2,089,502.41 -80.93% -8,720,952.83 -2,086.20% of the listed company (RMB) Net profit attributable to shareholders of the listed company after deducting -2,560,710.14 -19.62% -9,108,465.01 -489.61% non-recurring gains and losses (RMB) Net cash flow arising from operating -2,314,610.54 -939.67% -7,103,801.46 -778.63% activities (RMB) Basic earnings per share (RMB/Share) -0.0057 -81.25% -0.0240 -2,081.82% Diluted earnings per share -0.0057 -81.25% -0.0240 -2,081.82% (RMB/Share) Weighted average ROE -2.82% -1.33% -11.77% -11.26% Items and amount of extraordinary profit (gains)/losses √Applicable □Not applicable In RMB Amount from year-begin Item Note to end of the Period Gains/losses from the disposal of non-current asset (including the -19,129.52 Loss of scrapped fixed assets write-off that accrued for impairment of assets) Governmental subsidy reckoned into current gains/losses (not Incentive funds to support the including the subsidy enjoyed in quota or ration according to development of the inbound tourism 447,847.72 national standards, which are closely relevant to enterprise’s market by government and the tax business) preference of additional subtract for 3 海南大东海旅游中心股份有限公司 2020 年第三季度报告正文 input tax of the VAT Other non-operating income and expenditure except for the Compensation for early termination of -41,206.02 aforementioned items the contract and other revenue Total 387,512.18 -- 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 The Company has no 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, in the period II. Statement of the total shareholders and shares-held of top ten shareholders at end of the Period 1. Number of common shareholders and preference shareholders with voting rights recovered and top ten common shareholders In share Total common shareholders in Total preference shareholders with voting 38,593 0 reporting period-end rights recovered at end of reporting period Top ten shareholders Number of share Amount of Nature of Proportion of Amount of pledged/frozen Shareholders restricted shares shareholder shares held shares held State of held Amount share Domestic non Luoniushan Co., Ltd. state-owned 17.55% 63,885,980 0 Pledge 44,720,186 corporate Domestic nature Yang Meiqin 4.47% 16,279,028 0 person Domestic nature Pan Anjie 4.01% 14,593,598 0 person Domestic non Hai Nan Ya An Ju Property state-owned 2.25% 8,205,800 0 Service Co., Ltd. corporate Domestic nature Chen Jinlian 2.13% 7,766,400 0 person Pan Aiping Domestic nature 1.13% 4,110,738 0 4 海南大东海旅游中心股份有限公司 2020 年第三季度报告正文 person China Investment Securities (HK) Foreign corporate 0.99% 3,622,300 0 Co., Ld. – customer deposit Shenwan Hongyuan Securities Foreign corporate 0.84% 3,056,390 0 (Hong Kong) Co., Ltd. Domestic nature Zhang Fengxiu 0.84% 3,041,372 0 person Domestic nature Sun Huiming 0.79% 2,888,690 0 person Particular about top ten shareholders with un-restrict shares held Amount of unrestricted Type of shares Shareholders’ name shares held at reporting Type Amount period-end Luoniushan Co., Ltd. 63,885,980 RMB ordinary shares 63,885,980 Domestically listed foreign Yang Meiqin 16,279,028 16,279,028 shares Domestically listed foreign Pan Anjie 14,593,598 14,593,598 shares Hai Nan Ya An Ju Property Service Co., Ltd. 8,205,800 RMB ordinary shares 8,205,800 Domestically listed foreign Chen Jinlian 7,766,400 7,766,400 shares Domestically listed foreign Pan Aiping 4,110,738 4,110,738 shares China Investment Securities (HK) Co., Ld. – customer 3,622,300 RMB ordinary shares 3,622,300 deposit Domestically listed foreign Shenwan Hongyuan Securities (Hong Kong) Co., Ltd. 3,056,390 3,056,390 shares Zhang Fengxiu 30,413,722 RMB ordinary shares 3,041,372 Domestically listed foreign Sun Huiming 2,888,690 2,888,690 shares Among the above shareholders, Hainan Ya’an Residence Property Service Co., Ltd. is the wholly-owned subsidiary of Luoniushan Co., Ltd; Yang Meiqin, Chen Jinlian and Pan Aiping are the relatives of Pan Anjie, they all declared that there Explanation on associated relationship among the was no concerted action relationship between them; the Company is unknown aforesaid shareholders whether there exists associated relationship or belongs to the consistent actor regulated by the Management Measure of Information Disclosure on Change of Shareholding for Listed Company among the other shareholders. Explanation on shareholders involving margin business N/A 5 海南大东海旅游中心股份有限公司 2020 年第三季度报告正文 about top ten common shareholders Whether top ten common shareholders or top ten common shareholders with un-restrict shares held have a buy-back agreement dealing in reporting period □ Yes √ No Top ten common shareholders or top ten common shareholders with un-restrict shares not held have a buy-back agreement dealing in reporting period. 2. Total of shareholders with preferred stock held and the top ten shareholdings □Applicable √Not applicable 6 海南大东海旅游中心股份有限公司 2020 年第三季度报告正文 Section III. Important events I. Particular about major changes from items of main accounting statements and financial indexes as well as reasons √ Applicable □Not applicable Item Changes and reasons I. Balance sheet A decrease of 45.40% compared with that of last year-end, mainly due to the Accounts receivable collection of receivable. An increase of 60.84% compared with that of last year-end, mainly because Other account receivable accounts ready for settlement increased. An increase of 49.14% compared with that of last year-end, mainly because the Other current assets input tax of VAT ready for deduction increased. Employee compensation payable A decrease of 40.83% compared with that of last year-end, mainly because the annual bonus accrual last year is paid in the period. Other payable A decrease of 54.78% compared with that of last year-end, mainly due to the decline of lease deposit. Non-current liabilities due within one year An increase of 100% compared with that of last year-end, mainly due to the long-term loans that is due for repayment within one year. Long term loan An increase of 100% compared with that of last year-end, mainly because bank loans increased. II. Profit statement Operating income A decrease of 53.28% from a year earlier, mainly because affected by epidemic in first half of the year, operation revenue declined. Taxes and surcharges A decrease of 33.88% from a year earlier, mainly affected by the tax-reduction and fee-cuts policy for epidemic by the government. Other income An increase of 123.92% from a year earlier, mainly affected by the policy of additional subtract for VAT. Non-operating expenses An increase of 2527.67% from a year earlier, mainly due to the compensation for termination of contract III. Cash flow statement Cash received from selling goods and providing services A decrease of 57.60% from a year earlier, mainly because affected by epidemic in first half of the year, operation revenue declined. A decrease of 46.43% from a year earlier, mainly because utilities declined for Other cash received concerning operating activities the epidemic. Various taxes paid A decrease of 63.46% from a year earlier, mainly affected by the tax-reduction and fee-cuts policy for epidemic by the government. Cash paid for purchasing fixed assets, intangible assets and An increase of 42.18% from a year earlier, mainly because scale of renovation other long-term assets investment for hotel increased compared with the previous year An increase of 100% from a year earlier, mainly because received bank loans in Cash received from loans the period while no such item occurred last year. 7 海南大东海旅游中心股份有限公司 2020 年第三季度报告正文 Cash paid for dividend and profit distributing or interest An increase of 100% from a year earlier, mainly because paying the loan interest in the period while no such item occurred last year. paying A decrease of 778.63% from a year earlier, mainly because the operation revenue Net cash flows arising from operating activities drop sharply in the period. An increase of 43.21% from a year earlier, mainly because scale of renovation Net cash flows arising from investing activities investment for hotel increased compared with the previous year An increase of 100% from a year earlier, mainly because received bank loans and Net cash flows arising from financing activities paying interest in the period while no such items occurred last year. II. Progress of significant events, their influences, and analysis and explanation of their solutions √ Applicable □Not applicable Please see the table below. Date for Information index for temporary report Overview disclosure disclosure Lawyer’s Letter received by the Company: Based on the preliminary “Notice of Receiving the Lawyer’s Letter calculation by Sanya Power Supply Bureau, totally 10,313,373 KWH was May 31, (Notice No.: 2016-016)” released on undercounted from July 2006 to April 2016 under the name of South China 2016 Securities Times, Hong Kong Commercial Hotel. Currently, the Company still in negotiation and communication with Daily and Juchao Website Sanya Power Supply Bureau, relevant results are not comes out. Announcement on Significant Litigation June 4, (Announcement No.: 2019-017) published by 2019 Securities Times, Hong Kong Commercial Daily and www.cninfo.com.cn. Hainan Dadonghai Tourism Centre Group Co., Ltd. borrowed 2.76 million Announcement on Significant Litigation yuan and 4.55 million yuan from Hainan Dadonghai Tourism Centre June 13, (Announcement No.: 2020-021) published by (Holdings) Co., Ltd. on October 16, 1996 and December 26, 1996 2020 Securities Times, Hong Kong Commercial respectively. The two borrowings totaled 7.31 million yuan and haven’t Daily and www.cninfo.com.cn. been repaid yet. The company submitted a "Civil Complaint" and related Announcement on Significant Litigation evidence materials to the Sanya Suburban People's Court (hereinafter September (Announcement No.: 2020-025) published by referred to as the "Court"). The first instance rejects the claim of the 16, 2020 Securities Times, Hong Kong Commercial Company and the Company filed an appeal. The second instance ruled to Daily and www.cninfo.com.cn. revoke the judgment of first instance and supporting the company’s appeal. Announcement on Significant Litigation October (Announcement No.: 2020-027) published by 22, 2020 Securities Times, Hong Kong Commercial Daily and www.cninfo.com.cn. On May 31, 2018, the Sanya Local Taxation Bureau Social Security Fee Collection and Administration Bureau issued a notice of payment deadline for social insurance premiums to the company's South China Hotel, ordering the company's South China Hotel to pay the unpaid social insurance premiums and late payment fees and interest from January 1, - - 2012 to December 31, 2012 of totaling 286,200.36 yuan. On May 17, 2018, the Sanya Local Taxation Bureau deducted the money from the deposit of the company's South China Hotel. According to the agreement of the "Responsibility Letter of the Target Management of South China Hotel" signed by South China Hotel and Sun Hongjie, Sun Hongjie should be 8 海南大东海旅游中心股份有限公司 2020 年第三季度报告正文 responsible for the social insurance premium incurred from May 1, 2011 to April 30, 2016. The unpaid social insurance premium occurred during Sun Hongjie’s target management responsibility, and Sun Hongjie should undertake the payment. Sun Hongjie has not repaid the advance payment to the company's South China Hotel. To this end, the company's South China Hotel appealed to the court. The first trial upheld the company’s claim. At present, the case has been enforced. Progress of shares buy-back □Applicable √Not applicable Implementation progress of the reduction of repurchases shares by centralized bidding □Applicable √Not applicable III. Commitments completed in Period and those without completed till end of the Period from actual controller, shareholders, related parties, purchaser and companies √Applicable □ Not applicable Com Com mit Accepte mitm Implemen Commitments Type Contents ment r ent tation perio time d On May 30, 2007, Luoniushan Co., Ltd. made commitments in the Company’s "Instructions for reform of non-tradable shares" (Revision) and "Instructions for reform of non-tradable shares" (Abstract of revision) that in view of The Com Dadonghai Company’s losses in original mitm ents successive years and on the verge of plans of Luonius June 6 for delisting, in order to reverse the material Commitments for share merger reform han Co., share 27, mont merg company's business difficulties, assets Ltd 2017 hs er improve profitability and recover the reorganiza refor m continuous business capacity, tion was Luoniushan Co., Ltd., the controlling terminated shareholder of Dadonghai Company made commitments to actively seek restructuring parties to reorganize the assets of Dadonghai Company at the appropriate time. Commitments in report of acquisition or equity change Commitments in assets reorganization Commitments make in initial public offering 9 海南大东海旅游中心股份有限公司 2020 年第三季度报告正文 or re-financing Equity incentive commitment Other commitments for medium and small shareholders Completed on time (Y/N) N The Company’s stock has been suspended since the opening on February 15, 2017 due to the planning and fulfillment commitments of Luoniushan. On August 13, 2017, the consideration of the 11th interim meeting of the eighth board of directors of the company failed to approve the “Proposal on Major Asset Purchase and Related Transaction Report (Plan) of Hainan Dadonghai Tourism Centre (Holdings) Co., Ltd.” and other 11 proposals. On August 15, 2017, the company issued an announcement to terminate this major asset restructuring, and the company’s stock resumed trading on August 17 th. On December 4, 2017, the board of directors and the board of supervisors of the company reviewed and approved the Proposal on the Change of Commitment Period of the First Majority Shareholder of the Company. Luoniushan Co., Ltd., the company’s first majority shareholder planned for a two-year extension for the time limit of the company’s restructuring commitment since December 27, 2017, that is, the deadline for the If the commitments is not fulfilled on time, implementation of the restructuring commitment was changed to December 26, 2019. On shall explain the specify reason and the next December 22, 2017, the company’s fourth extraordinary shareholders’ meeting in 2017 work plan did not approve the proposal. On January 31, 2018, the company received the Notice on Planning for Suspension of Major Events sent by Luoniushan Co., Ltd., the company’s largest shareholder, to plan and prepare the major issues related to the company. Upon application by the company, the company’s stock (stock short name: Dadonghai A, Dadonghai B, stock code: 000613, 200613) was suspended since the opening on January 31, 2018. Upon application by the company, the company’s stock resumed trading on February 8, 2018, and was transferred to the major asset restructuring since the opening on February 14, 2018. On June 25, 2018, the company held the third interim meeting of the ninth board of directors which reviewed and approved the Proposal on Terminating the Planning for Major Asset Restructuring. After careful study, the board of directors of the company decided to terminate the planning for this major asset restructuring. At present, the Company has not disclosed the information that should be disclosed. IV. Financial asset investment 1. Particular about security investment □ Applicable √ Not applicable The Company had no security investment in Period. 10 海南大东海旅游中心股份有限公司 2020 年第三季度报告正文 2. Particulars about derivatives investment □ Applicable √ Not applicable The Company had no derivatives investment in Period. V. Progress of investment projects with raised funds □ Applicable √ Not applicable VI. Prediction of 2020 business performance 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. Major contracts for daily operations √Applicable □ Not applicable Progress Sales revenue in of Accounts Contracting Counterpart of The total amount of the the Period and Contract object contract receivable party the contract contract recognized performa collection cumulatively nce Sanya Leda The Food Lease of seaside stall Annual contract amount 100% 840000 yuan Company Management and wood house of 1.45 million yuan Co., Ltd. The Lease of beach locker Annual contract amount Zhong Zhengao 100% 175000 yuan Company rooms of 0.36 million yuan Lease of The Annual contract amount Li Fuming multi-functional meeting 100% 199500 yuan Company of 0.3 million yuan room The Lease of basement floor Annual contract amount Li Fuming 100% 84000 yuan Company of Hotel A of 0.12 million yuan The Lease of shopping mall Annual contract amount Li Fuming 100% 126000 yuan Company in building B of hotel of 0.216 million yuan A significant difference between the progress of such major contract and the contract agreement, and the difference affects more than 30% of the contract amount □ Applicable √ Not applicable VIII. Trust financing □ Applicable √ Not applicable The Company had no trust financing in Period. 11 海南大东海旅游中心股份有限公司 2020 年第三季度报告正文 IX. Guarantee outside against the regulation □Applicable √Not applicable The Company had no guarantee outside against the regulation in the reporting period. X. Non-operational fund occupation from controlling shareholders and its related party □ Applicable √ Not applicable The Company had no non-operational fund occupation from controlling shareholders and its related party. XI. Registration form for receiving research, communication and interview in the report period √ Applicable □Not applicable Rece Recepti Index of the ption Receptio on The main content of the discussion and the basic Reception time Reception object locati n way object information provided situation of on type the survey Telephon The Investor Mr./Ms. Operation performance of the first half of the year e Individ July 9, 2020 Com Chen from and disclosure date, and without any material - communi ual pany Shenzhen acquired cation Telephon The Investor Mr./Ms. The status of the implementation of the share e Individ July 22, 2020 Com Wang from reform and reorganization commitments and - communi ual pany Guangzhou without any material acquired cation Telephon The Investor Mr./Ms. e Individ Operation performance of the first half of the August 11, 2020 Com Huang from - communi ual year, and without any material acquired pany Beijing cation Telephon The Investor Mr./Ms. e Individ Progress of the material lawsuits and without any August 28, 2020 Com Lin from - communi ual material acquired pany Shanghai cation Telephon The e Individ Investor Mr./Ms. The company’s assets, future development, etc., September 2, 2020 Com - communi ual Zhu from Hebei and without any material acquired pany cation Telephon The Investor Mr./Ms. Operation performance of the Company and e Individ September 29, 2020 Com Chen from disclosure date for 3Q and without any material - communi ual pany Haikou acquired cation Board of Director of Hainan Dadonghai Tourism Centre (Holdings) Co., Ltd. 27 October 2020 12