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1、s,Stock Abbr.:ST Pearl River,ST Pearl River B,Stock Code:000505,200505,Announcement No.:2012-014,HAINAN PEARL RIVER HOLDINGS CO.,LTD.2011 ANNUAL REPORT1.Important Notice1.1 The Board of Directors,the Supervisory Committee,all directors,supervisors and seniorexecutives of HaiNan Pearl River Holdings
2、Co.,Ltd.(hereinafter referred to as the Company)hereby confirm that there are no any fictitious statements,misleading statements,or importantomissions carried in this report,and shall take all responsibilities,individual and/or joint,for thereality,accuracy and completeness of the whole contents.1.2
3、 BDO Da Hua Certified Public Accountants Co.,Ltd.has audited the financial report of theCompany for 2011 and issued a standard unqualified auditor report therefor.1.3 Mr.Zheng Qing,the principal of the Company,Mr.Chen Binglian,the principal of theaccounting work,and Mr.Yang Daoliang,the principal of
4、 the accounting organ hereby confirm thatthe Financial Report in the Annual Report is true and complete.English version for reference only.Should there be any discrepancy between the two versions,theChinese version shall prevail.2.Company Profile2.1 Basic information,Stock abbr.Stock codeStock excha
5、nge listed with,ST Pearl River,ST Pearl River B000505,200505Shenzhen Stock Exchange,2.2 Contact informationSecretary of the Board,NameContact addressTel.FaxE-mail,Yu Cuihong29/F,Royal Empire Building,Pearl River Plaza,Binhai Avenue,Haikou,Hainan Province,PRC0898-68581888,68581199 ext.0898,3.Accounti
6、ng Data and Financial Indices3.1 Main accounting dataUnit:Yuan,2011,2010,Increase/decrease overlast year(%),2009,Gross operatingrevenues(Yuan)Operating profit(Yuan)Total profit(Yuan),233,145,578.90-42,006,245.44-41,983,785.87,686,065,924.4557,563,305.1259,149,596.98,-66.02%-172.97%-170.98%,285,105,9
7、75.5081,271,235.3681,182,113.79,s,s,s,Net profit,attributable to theCompany,-49,478,157.24,27,730,981.17,-278.42%,79,473,893.43,shareholders(Yuan)Net profitattributable to theCompany,shareholders after,-82,077,765.00,-14,783,336.29,-455.20%,-53,418,144.50,deductingnon-recurring gainsand losses(Yuan)
8、Net cash flows from,operating activities,-76,119,321.82,141,567,532.95,-153.77%,143,044,992.66,(Yuan),At the end of 2011,At the end of2010,Increase/decrease overlast year(%),At the end of 2009,Total assets(Yuan)Total liabilities(Yuan),1,311,949,739.44912,270,365.08,1,448,885,550.24930,369,577.61,-9.
9、45%-1.95%,2,033,695,297.921,367,819,543.42,Ownersequity,attributable to theCompany,373,004,748.20,497,295,405.44,-24.99%,653,104,424.27,shareholders(Yuan),Total share capital(share),426,745,404.00,426,745,404.00,0.00%,426,745,405.00,3.2 Main financial indicesUnit:Yuan,2011,2010,Increase/decreaseover
10、 last year(%),2009,Basic earnings per share(Yuan/share)Diluted earnings per share(Yuan/share),-0.12-0.12,0.060.06,-300.00%-300.00%,0.190.19,Basis earnings per share,afternon-recurring,deductinggains and,-0.19,-0.03,-533.33%,-0.13,losses(Yuan/share),Weighted average returnon equity(%),-11.37%,4.82%,-
11、16.19%,15.90%,Weighted average return,on equity after deductingnon-recurring gains and,-18.86%,-2.57%,-16.29%,-10.69%,losses(%)Net cash flow per share,arising,from,operating,-0.18,0.33,-154.55%,0.34,activities(Yuan/share),At the end of 2011,At the end of,Increase/decrease,At the end of 2009,s,-,Net
12、assets per share,2010,over last year(%),attributable to shareholdersof listed companies,0.87,1.17,-25.64%,1.53,(Yuan/share),Asset-liability ratio（）,69.54%,64.21%,5.33%,67.26%,3.3 Items of non-recurring gains and losses,vApplicable,?Inapplicable,Unit:Yuan,Items of non-recurring gains and losses,Amoun
13、t in 2011,Note(ifapplicable),Amount in 2010,Amount in 2009,Gains and lossesnon-current assets,from,disposal,of,164,225.87,1,675,363.51,28,023.37,Capital occupation fees received from,non-financial enterprises which arerecorded in the profits and losses for the,34,251,932.51,19,945,435.72,1,859,305.1
14、7,current periodGains arising from the balance betweenthe investment costs on the Companyobtaining subsidiaries,associates and joint,ventures and the attributable share of fair,0.00,151,565.71,0.00,value of the invested partiesidentifiablenet assets when those investments areobtained,Gains and losse
15、s from debts restructure,0.00,0.00,103,580.08,Gains and losses on change in fair valuefrom tradable financial assets and tradablefinancial liabilities,as well as investment,income from disposal of tradable financialassets and tradable financial liabilities and,0.00,0.00,131,129,924.21,financial asse
16、ts available for sales exceptfor effective hedging related with normalbusinesses of the Company,Other non-operating income/expense,-141,766.30,-240,637.36,-220,725.02,Other gain and loss items that satisfy the,definition for non-recurring gains and,0.00,21,180,402.43,0.00,losses,Income tax effectsMi
17、nority interests effectsTotal,-1,246,878.08-427,906.2432,599,607.76,-142,206.68-55,605.8742,514,317.46,-7,807.38-262.50132,892,037.93,4.Particulars on Shareholding of Shareholders and Control Block Diagram4.1 Particulars about shares held by the top ten shareholders and the top ten shareholdersholdi
18、ng shares not subject to trading moratoriumUnit:share,Total number of,44,647 Total number of shareholders as at,44,293,0,0,0,0,0,0,0,0,0,0,0,0,0,0,0,0,0,0,0,shareholders as at the end,one month before the reporting date,of 2011Particulars about shares held by the top ten shareholders,Name of shareho
19、ldersBeijing Wanfa Real EstateDevelopment Co.,Ltd.Chen YunxuanQu ChenZhang XiaoxiaLi JinquanZhang ChuntianZhou Qin,Nature ofshareholdersState-ownedcorporationDomesticnatural personDomesticnatural personDomesticnatural personDomesticnatural personDomesticnatural personDomesticnatural person,Proportio
20、n(%)26.36%0.70%0.52%0.46%0.42%0.38%0.32%,Total sharesheld112,479,4782,978,4022,213,4001,949,2501,810,0181,630,0001,370,000,Shares subject tomoratorium held,Frozen or pledgedshare,Domestic,Nanhua Finance Co.,Ltd.,non-state-own,0.30%,1,299,050,1,299,050,ed corporation,Zhang HuishengOu Lei,Domesticnatu
21、ral personDomesticnatural person,0.29%0.28%,1,240,0001,206,348,Particulars about shares not subject to moratorium held by the top ten shareholders,Name of shareholders,Shares not subject to moratoriumheld,Type of shares,Beijing Wanfa Real Estate DevelopmentCo.,Ltd.Chen YunxuanQu ChenZhang XiaoxiaLi
22、JinquanZhang ChuntianZhou QinZhang HuishengOu LeiPearl River Enterprises Group,112,479,478 RMB ordinary share2,978,402 RMB ordinary share2,213,400 Domestically listed foreign share1,949,250 Domestically listed foreign share1,810,018 RMB ordinary share1,630,000 RMB ordinary share1,370,000 RMB ordinar
23、y share1,240,000 RMB ordinary share1,206,348 RMB ordinary share1,150,000 RMB ordinary share,Among shareholders above,there exists no related-party relationship between the principal,Related-party relationshipor concerted action amongshareholders above,shareholder and other shareholders of the Compan
24、y.Nor they are parties with concertedaction as prescribed in the Information Disclosure Administrative Methods for Changes inShareholding of Shareholders of Listed Companies.And it is unknown whether there existsrelated-party relationship among other shareholders and whether they are prescribed part
25、ies,with concerted action.4.2 Owne rship and control relationship between the Company and its actual controller,5,s,t s,State-owned Assets Supervision andAdministration Commission of Beijing,Municipal Government,100%100%,Beijing Xinxing Real Estate Development,General Company,100%,Beijing Wanfa Real
26、 Estate Development Co.,Ltd.,26.36%,HaiNan Pearl River Holdings Co.,Ltd.,Report of the Board of Directors,5.1 Discussion and analysis by the management team,(I)Discussion and analysis by the management team:overview of the Company operation duringthe reporting period,1.As affected by various regulat
27、ory policies on real estate industry,the domestic market of realestate was sluggish.Due to Meilin Qingcheng second-phase project almost came to the end,and thethird-phase project hadn started,the said regulatory policies had little effect on the Companystrategic operation,but it extended the winding
28、-up period for Meilin Qingcheng second-phaseproject,and further obstructed the capital recovery from the retained houses.In 2011,18 houses,were sold with an area of 2683.17,generating a sales income of RMB 29,192,465.,2.In aspect of tourism real estate,the establishment of Mudanjiang Pearl River Wan
29、jia TourismGroup Co.,Ltd.marked the Company had formed the strategic pattern on developing tourism realestate business in Mudanjiang and Xuexiang.On 15 Jun.2011,it signed a Cooperation Intention onthe Project of Overall Developing the Tourism Resources of Xuexiang National Forest Park,finishing the
30、strategic transfer from single hotel operation to tourism resources development,whichhelped the Company strode forward a solid step in the direction of creating first class tourism brandin northeast china.Besides,in 2011,through expanding and cultivating new customer resources,adjusting the room pri
31、ce for off season and peak season as well as increasing the entertainmentitems in the tourist area,it realized a sustainable growth for economic income with a total salesincome of RMB 15,785,100,up by 104%over the same period of last year.In order to explore thehotel business and expand the operatio
32、n scale,it consolidated the Jingbo Lake Garden Hotel andBaoyuewan Hotel by entrust operation in Mar.and Jun.2011 respectively,thus formally entered thehotel industry in Jingbo Lake.Meanwhile,it advanced the construction of Xuexiang scenic spotquickly,and completed the work on Overall Development Pla
33、n for Xuexiang to Taipinggou,acquisition of Xuesongge Hotel and Xueyuan Hotel,construction of Yangcao Mountain road,acquisition of transport vehicles for sightseeing and entertainment in scenic spot,construction ofYongan Staff Living Area and the construction of ski equipment hall of ski resort,etc.
34、,so as to lay agood foundation for the scenic spot development work and further provide a solid guarantee for the,s,s,Company to realize its business upgrading relying on Xuexiang Tourism Project.,3.2011 witnessed the 4th operation period of Sanya Days Hotel&Suites Xuexiang,at which it,registered a
35、stable growth for operating income but also faced serious challenge for operation.Onone hand,the policy of Being an International Tourism Island had not taken significantly positiveeffect on the tourism market in Sanya,the passenger flow volume of Sanya Airport was stillrestricted;on the other hand,
36、the hotels in Sanya continued to increase.Therefore,the said hoteladjusted its marketing strategy in a timely manner,integrated and reduced its partners,made bestuse of the advantages and bypassed the disadvantages as well as integrated with its owncharacteristics,so a to open new sales channels and
37、 increase the network channel resources;besides,it actively explored the overseas market,realizing an operating revenue in 2011 as RMB 37million,with the gross operating profits of RMB 8.7 million,increased by 11%over the sameperiod of 2010,and the annual occupancy rate increased by 10.98%compared w
38、ith 2010.Moreover,the hotel popularity and brand effect gradually enhanced.,4.In Jan.2011,the Company cooperated with Zhonghe Investment Co.,Ltd.to invest on theConstruction Project of Special Railway Line in Mulin County and Coal Wholesale Market.In Apr.2011,Zhonghe Investment Co.,Ltd.gained the ow
39、nership of state-owned land use rights and theirabove-ground buildings for the project through statutory auction process in accordance with theiragreement.In Jun.2011,the Company added an investment of RMB 80 million to use specially forthe construction of the said project according the needs of pro
40、ject construction.At present,theproperty transfer procedure for the project has been finished,and the transfer procedure forstate-owned land use rights has been reported to Shunyi District Government by Shuyi DistrictBureau of Land Resources.The Pre-feasibility Report has been finished,which is repo
41、rted torelevant railway authorities;the Company has resigned a cooperation agreement with the originalcooperative unit for the construction of the special railway line in Mulin County for Daqin railway,which laid a foundation for the project construction and post-operation.Besides,the MarketResearch
42、 Report by entrusting China University of Mining and Technology has been finished,theoperation scheme of loading&unloading,storage&transportation and technology of raw coal,aswell as the Feasibility Report on Coal Business used to handle the coal business license have beenfinished,and the Company is
43、 communicating with the National Development and ReformCommission,and environmental protection department,etc.to handle the application work onenvironme ntal impact assessment,approving the establishment of project and coal business license.,5.Aiming at creating a new benefit-generating point,the Co
44、mpany made an initial investment ofRMB 64 billion with Beijing Kangtai Industrial Investment Company on the cooperation anddevelopment of the iron mine Project in Yunxi District.Thereof,the Company took the first stepinto iron mine industry,which advanced the march toward a diversified operation.Iro
45、n mine projectin Yunxi District refers to iron mine project in Zhaojiayuan and Dujiawan of Yunxi District,northwest of Hubei Province.Restructure of production line and establishment of the said projecthas been set out in 2011.In the meanwhile,the Company has consigned Northwest Hubei ProvinceHubei
46、Geological Minerals Investigation Bureau to conduct a thorough examination on iron mine ofDujiawan,and basically worked out stratum,lithology,structure,category and grade of mineral,hydrogeololgy,engineering geology and environmental geology.Besides,the investigation bureaucarried out an appraisal o
47、n the conditions of mining technology of deposit,thereof,provided a basisfor the overall design of mine,construction project of mine and design of mining.,6.The Company carried on the Shijiazhuang Luquan new countryside construction and real estate,development project.Luoling community project was a
48、 construction and development project ofnew residential department in provincial level of Hebei.It located on the northwest of Shijiazhuang,Hebei province and neighboring to downtown Xinhua district.The project involved in threeadministrative villages:south Luoling,middle Luoling and north Luoling,w
49、ith a total constructionland of 1,053 mu(70.2 hectare),a total construction area of 1.7 million square meters and anestimated rate of 2.5 overall volume terms.It has completed the signing of project,application forconstruction on new residential department,investigation of homestead,draft of supplem
50、ental planfor reallocation in 2011.As for the aspects of development and construction project,it hasaccomplished each preparation of prophase such as the adjustment of land use planning,communication of construction planning schemes etc.7.Since the original Haikou Longzhu third-phase project was tra
