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1、1HAINAN PEARL RIVER HOLDINGS CO.,LTD.ANNUAL REPORT 2016I Important informationThis Abstract is based on the full text of the Annual Report.In order for a full understanding of the operatingresults,financial condition and future development planning of the Company,investors are kindly reminded to rea
2、dthe full text carefully on the media designated by the China Securities Regulatory Commission(the“CSRC”).This Annual Report and its abstract have been prepared in both Chinese and English.Should there be anydiscrepancies or misunderstandings between the two versions,the Chinese version shall prevai
3、l.All directors attended in person the board meeting for the review of this Report.The Board of Directors and the Supervisory Board have given a detailed explanation on the relevant matters,whichinvestors are kindly reminded to read carefully.The Company plans not to distribute cash dividends or bon
4、us shares or convert capital reserve into share capital.II Company profile1.Stock profileStock name*ST Pearl River A,*ST Pearl River BStock code000505,200505Stock exchangeShenzhen Stock ExchangeContact informationBoard SecretarySecurities RepresentativeNameZhao YinhuOffice addressJing Liang Building
5、,16 East Third Ring Middle Road,Chaoyang District,BeijingFax010-51672010Tel.010-51672029E-2.Brief introduction to the main business or products in this Reporting PeriodThe Companys main business includes real estate development,hotel tourism,property management.It has a total of 15subsidiaries and 2
6、 branches.Real estate development business:in 2016,the countrys macroscopic environment had a good trend as a whole,whicheffectively promoted the rise of both volume and price of the national real estate market.In 2016,although the growth rateof the domestic economy slowed down,but the overall trend
7、 was stable,and the fundamental indicators performed well.The supply side of the real estate industry had outstanding reform achievements.Under such situation,the Companys realestate development business was progressed smoothly.By 31 Dec.2016,Meilin Qingcheng Phase III project achieved tocontract 69
8、9 orders,with contracted area of 67,417.31 square meters;real estate development business achieved operatingincome of RMB 661,692,200,with net profit of RMB 88,625,600.Property management business:in 2016,the market competition of property management industry is fierce.Under thesituation that there
9、was no large rising space for property costs and there was a rapid growth for management cost,the profitmargin of property management was low generally.In 2016,the Companys property management business operatedsmoothly.The property company achieved the operating income of RMB 260,442,100 and the net
10、 profit of RMB-2,644,800.By now,the regions of projects under the Companys management have involved Haikou,Qionghai,Wenchang,Lingao,Baoting,Sanya,Changsha,Wuhan,Nanning,Zhengzhou,etc.The main serving project types involve residence,2office buildings,passenger stations of high-speed railway,schools,g
11、overnment compound,shopping malls,gymnasiumsand so on.Among them,there are 67 residential projects,14 office projects and 3 other types.Seen from the projectstructure,residential projects accounts for 80%.Under the situation that the property costs have not been raised for manyyears and the operatin
12、g costs increase rapidly,the profitable space of residential projects is increasingly tight or even in aloss state.Hotel tourism business:the Companys holding subsidiary,Mudanjiang Pearl River Wanjia Tourism Group Co.,Ltd ismainly responsible for the construction and operation of Chinese snow villag
13、e.At present,it has invested a total of RMB400 million to promote the scenic spot construction work of the snow village,and it has completed the work successively,such as the Overall Development Plan from Snow Village to Taipinggou,acquisition of Xuesongge Hotel,acquisition ofXueyuan Hotel,construct
14、ion of Yangcaoshan highway,scenic sightseeing entertainment and other traffic vehicle acquisition,construction of Yongan staffs living area,construction of ski equipment hall for the skiing resort and other work.It hasgreatly improved and perfected each tourism and basic facility of the snow village
15、,and the passenger flow of the snowvillage has been rapidly increased year by year.However,in recent years,because that the Company invests too much forthe construction of each basic and tourism facility of the snow village,and the financing cost is higher,and the projects inconstruction are gradual
16、ly converted into fixed assets,which generate larger depreciation expense,it is difficult to achieveprofitability from the current income scale.Days Hotel and Suites Sanya Resort has 180 rooms totally.It is located in the seaside of Sanya coast and has superiorgeographical position.However,under the
17、 impact of slowdown in domestic economic growth,downturn of Sanya tourismmarket,fierce market competition and other factors,as well as the aging of the hotels room facilities,the rise of labor costsand commodity prices,the rise of energy costs,etc.,it directly causes the increase of the hotels opera
18、ting costs.Considering the financial pressure and the subsequent development of the Company,the Company has sold 100%of thestock right of Sanya Wanjia Hotel Management Co.,Ltd which the Company holds and sold 3 villa real estates which areunder its name and are located in No.212,Sanya Bay Road,Sanya
19、 City,Hainan province.The transfer registrationformality was completed on 26 Dec.2016.Considering the predicament and financial pressure of the subsequent development of the Companys real estate business,the Company will actively promote asset restructuring to achieve the transformation and upgradin
20、g.3.Key financial results(1)Key financial results for the past three yearsIndicate by tick mark whether the Company performed any retroactive adjustments to or restatement of its accounting datadue to changes of accounting policies or correction of accounting errors.Yes NoUnit:RMB20162015+/-%2014Ope
21、rating revenues969,140,915.32267,068,750.88262.88%238,904,161.09Net profit attributable to shareholders of theCompany73,300,570.54-107,573,743.92168.14%-173,422,925.66Net profit attributable to shareholders of theCompany before exceptional profit and loss-134,994,571.34-237,953,658.0043.27%-179,382,
22、026.46Net cash flows from operating activities257,914,814.62259,599,625.38-0.65%-243,681,708.74Basic earnings per share(RMB/share)0.17-0.25168.00%-0.41Diluted earnings per share(RMB/share)0.17-0.25168.00%-0.41Weighted average return on equity(%)0.00%0.00%-262.21%December 31,2016December 31,2015+/-%D
23、ecember 31,2014Total assets1,385,469,635.171,714,444,000.65-19.19%1,645,436,644.78Net assets attributable to shareholders of theCompany65,088,302.88-217,136,869.15129.98%15,564,470.403(2)Key financial results by quarterUnit:RMB1Q2Q3Q4QOperating revenues80,025,245.1069,007,283.3068,143,078.33751,965,
24、308.59Net profit attributable to shareholders of theCompany-38,541,192.11-8,829,402.77-43,420,775.53164,091,940.95Net profit attributable to shareholders of theCompany before exceptional profit and loss-38,415,455.62-47,349,050.05-44,205,595.65-5,024,470.02Net cash flows from operating activities124
25、,823,160.5236,522,405.0211,839,497.7684,729,751.32Indicate by tick mark whether there are any material differences between the financial indicators above or their summationsand those which have been disclosed in quarterly or semi-annual reports.Yes No4.Share capital and shareholders(1)Numbers of com
26、mon shareholders and preference shareholders with resumed voting rights as well asshareholdings of top ten shareholdersUnit:shareTotal number ofcommonshareholders atthe period-end33,468Total numberof commonshareholdersat the priormonth-endbefore thedisclosure ofthis Report31,930Total number ofprefer
27、enceshareholderswithresumedvoting rights atthe period-end0Totalnumberofpreferenceshareholders withresumedvotingrights at the priormonth-end beforethe disclosure ofthis Report0Top 10 shareholdersName ofshareholderNature ofshareholderShareholdingpercentage(%)Total shares held at theperiod-endNumber of
28、restricted sharesheldPledged or frozen sharesStatusNumberBeijing GrainGroup Co.,Ltd.28.95%123,561,963Li SherynZhan MingForeignindividual2.90%12,380,000Li LeonZhan WeiForeignindividual1.98%8,455,000Bank ofChinaHarvest ServiceValue-addedIndustrySecuritiesInvestmentFundDomesticnon-state-ownedcorporatio
29、n0.61%2,595,200DongXueliangDomesticindividual0.60%2,560,400Xu ZhenDomestic0.58%2,478,0004individualYang ShulingDomesticindividual0.57%2,449,100Yao LiyuanForeignindividual0.46%1,953,100ZhangXiaoxiaForeignindividual0.46%1,949,250Fenghe ValueSecuritiesInvestmentFundDomesticnon-state-ownedcorporation0.4
30、5%1,904,300Related or acting-in-concertpartiesamongtheshareholders aboveAmong shareholders above,there exists no related-party relationship between the principal shareholder andother shareholders of the Company.Nor they are parties with concerted action as prescribed in theInformation Disclosure Adm
31、inistrative Methods for Changes in Shareholding of Shareholders of ListedCompanies.And it is unknown whether there is related-party relationship among other shareholders andwhether they are prescribed parties with concerted action.Shareholdersconductingsecurities margin trading(ifany)N/A(2)Number of
32、 preference shareholders and shareholdings of top ten of themApplicable Not applicableNo preference shareholders in this Reporting Period.(3)Ownership and control relations between the actual controller and the CompanyState-owned Assets Supervision andAdministrationCommission of Beijing Municipal Go
33、vernment100%28.95%5.Corporate bondsDoes the Company have any corporate bonds publicly offered and listed on the stock exchange,which were undue beforethe approval date of this Report or were due but could not be redeemed in full?No.III Performance discussion and analysis1.Performance review for this
34、 Reporting PeriodIs the Company subject to any disclosure requirements for special industries?Yes.For the Company engages in real estate,it is subject to the Guideline No.3 of the Shenzhen Stock Exchange onInformation Disclosure by Industryfor Listed Companies Engaging in Real Estate.Beijing Grain G
35、roup Co.,Ltd.HaiNan Pearl River Holdings Co.,Ltd.5A.Promoted the restructuring work solidlyThe Companys audited net profit was negative in two consecutive fiscal years of 2014 and 2015.Until 31 Dec.2015,theaudited net asset was negative,and the Companys stock had implemented the delisting risk warni
36、ng since April 26 Apr.2016.Considering the subsequent development dilemma of the Companys real estate development business and the fundpressure brought by the huge borrowings,the Company made the operation and management,actively promoted the majorasset restructuring work with BGG,and tried to reali
37、ze the transformation and upgrading.The Company received China Securities Regulatory Commission(CSRC)Administrative Licensing Application AcceptanceNotice issued by CSRC(hereinafter referred to as“CSRC”)on 30 Nov.2016,CSRC reviewed the administrative licensingapplication material of Hainan Pearl Riv
38、er Holdings Co.,Ltd.Listed Company Issuing Stock Buying Asset Approvalsubmitted by the Company legally,and accepted the administrative licensing application;For the CSRC AdministrativeLicensing Project Review One Feedback Opinion Notice issued by CSRC received on 23 Dec.2016,the Companygradually imp
39、lemented the related problems according to the requirement in the notice along with the related intermediaryagency,and submitted the related materials to CSRC Administrative Licensing Accepting Department within the prescribedterm.B.Business operating situationFirstly,the real estate sales went well
40、.The Companys real estate development business mainly came from Hubei WuhanMeilin Qingcheng Project Phase III.There were 725 sets of housing with the area of 69993.64 m2.Until 31 Dec.2016,699sets had been signed for purchase with the signing area of 67417.31m2,and the housing sales rate reached 97%;
41、Thecontract signing amount was RMB 858.41 million,and the actual total collection was RMB 839.68 million with thecollecting rate of 98%;545 sets of housing had been transferred with the area of 52656 m2.In 2016,the real estatedevelopment business realized the business income of RMB 661.6922 million
42、with the net profit of RMB 88.6256 million.Secondly,the property management business was operated steadily.The Companys property management businesswas steady with increase,while the profit margin was low.In 2016,the property company completed the business incomeof RMB 260.4421 million with the net
43、profit of RMB-2.6448 million.Until now,the Companys management projectregion involved Haikou,Qionghai,Wenchang,Lingao,Baoting,Sanya,Changsha,Wuhan,Nanning,Zhengzhou and others.The main served project type involved residential,office building,high-speed passenger station,school,government agencycompo
44、und,shopping mall,stadium and others.67 residential projects,14 office projects and 3 other types were included.Seen from the project structure,the residential projects accounted for 80%.Under the situation that the propertymanagement fee was not increased for many years and the operating cost was i
45、ncreased rapidly,the profit space ofresidential project was tighter even it was in a loss.Due to the market competition motivation,the Companys advantagewas faded gradually,the market development was stagnated,the structural adjustment was slow,and it influenced theCompanys business profitability.In
46、 recent three years,although the Companys scale and income were increased,theprofitability was low,and the Companys business prospect was poor.Thirdly,the hotel service business was continued in downturn.The Companys subsidiary Mudanjiang Pearl RiverWanjia Tourism Group Company was mainly responsibl
47、e for the construction and operation of Chinese snow hometown.In2016,it completed the business income of RMB 19.8894 million with the net profit of RMB 4.6188 million(includingdisposing 70%equity return of Heilongjiang Longshi Pearl River Media Co.,Ltd.).In order to mitigate the fund pressure,Mudanj
48、iang Pearl River Wanjia Tourism Group Company and Harbin Jiangshan International Travel Service Co.,Ltd.reached the cooperation operating agreement of Erlongshan Film and Television Base and“Snow Hometown Impression”restaurant,and realized the continuous operation of two projects;strengthened the pr
49、opaganda force with the use of Ctrip,Tongcheng Net and other online recruiting platform,improved the occupancy rate and market awareness.However,for theCompany invested great on the infrastructure and tourism facility construction in Snow Hometown in recent years,thefinancing cost was higher,the tra
50、nsferring of projects being built successively into the fixed asset generated largedepreciation cost,and it was hard to realize the profit seen from the current income scale.Although Sanya Wanjia Hotel was located in Sanya Bay Beach with the superior location,the hotels operating cost wasincreased i