司公限有份股心中游旅海东大南海 2016 文全告报度年年 Short Form of the Stock: Donghai-A, Donghai-B Stock Code: 000613, 200613 海南大东海旅游中心股份有限公司 Hainan Dadonghai Tourism Centre (Holdings) Co., Ltd. Annual Report 2016 Disclosure Date: 31 March 2017 1 司公限有份股心中游旅海东大南海 2016 文全告报度年年 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. All directors are attending the Board Meeting for Report deliberation. The Company has no plan of cash dividends carried out, bonus issued and capitalizing of common reserves either. Li Yuanbin, Principal of the Company, Fu Zongren, person in charger of accounting works and Fu Zongren, person in charge of accounting organ (accounting principal) hereby confirm that the Financial Report of 2016 Annual Report is authentic, accurate and complete. Concerning the forward-looking statements with future planning involved in the Report, they do not constitute a substantial commitment for investors. Investors are advised to exercise caution of investment risks. Content _Toc300000084Section I Important Notice, Contents and Paraphrase .................................................... 2 Section II Company Profile and Main Finnaical Indexes .................................................................. 4 Section III Summary of Company Business ...................................................................................... 9 Section IV Discussion and Analysis of Operation ........................................................................... 21 Section V Important Events ..............................................................................................................27 Section VI Changes in shares and particular about shareholders.......................................................28 Section VII Preferred Stock……………………………………………………………………….. Section VIII Particulars about Directors, Supervisors,Senior Executives and Employees................36 2 司公限有份股心中游旅海东大南海 2016 文全告报度年年 Section IX Corporate Governance..................................................................................................... 43 Section X Corporate Bond................................................................................................................. 51 Section XI Financial Report............................................................................................................... 51 Section XII Documents available for reference................................................................................. 51 3 司公限有份股心中游旅海东大南海 2016 文全告报度年年 Paraphrase Items Refers to Contents 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 Rules of Listing Refers to Rules of Shenzhen Stock Exchange for the Listing of Stocks 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 Tourism Shareholders’ General Meeting Refers to Centre (Holdings) Co., Ltd. Board Refers to Board of Hainan Dadonghai Tourism Centre (Holdings) Co., Ltd. Supervisory Committee of Hainan Dadonghai Tourism Centre Supervisory Committee Refers to (Holdings) Co., Ltd. Yuan Refers to RMB In the reporting period, the reporting period Refers to 2016-1 -1 to 2016 -12 -31 Major Risk Warning Concerning the forward-looking statements with future planning involved in the Report, they do not constitute a substantial commitment for investors. Investors are advised to exercise caution of investment risks. 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 2017, 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 2016 文全告报度年年 Section II Company Profile and Main Finnaical Indexes I. Company information Short form of the stock Donghai-A , Donghai-B Stock code 000613, 200613 Short form of the Stock N/A after changed Stock exchange for listing Shenzhen Stock Exchange Name of the Company (in Chinese) 司公限有份股心中游旅海东大南海 Short form of the Company (in Chinese) 海东大 Foreign name of the Hainan Dadonghai Tourism Centre (Holdings) Co.,Ltd. Company Foreign name of short form DADONGHAI of the Company Legal representative Li Yuanbin Registrations add. Dadonghai Sanya Code for registrations add 572021 Offices add. Dadonghai Sanya Codes for office add. 572021 Company website www.cninfo.com.cn Email hnddhhn@21cn.com II. Person/Way to contact Secretary of the Board Rep. of security affairs Name Wang Hongjuan Contact add. Dadonghai Sanya Tel. 0898-88219921 Fax. 0898-88214998 E-mail hnddhhn@21cn.com III. Information disclosure and preparation place Newspaper appointed for information disclosure Securities Times, Hong Kong Commercial Daily 5 司公限有份股心中游旅海东大南海 2016 文全告报度年年 Website for annual report publish appointed by https://www.cninfo.com.cn CSRC Preparation place for annual report Security department of the Company IV. Registration changes of the Company Organization code Unified social credit code 91460000201357188U Changes of main business since No changes listing 1. The Company listed A-stock in January 1997, and 96.327 million A-stock shares are held by Hainan Dadonghai Tourism Centre Group Co., ltd., a 26.46% in total share capital of the Company and is the first majority shareholder of the Company also. 2. On 25 December 1998, the shares held by Hainan Dadonghai Tourism Centre Group Co., ltd were transfer to Sanya ABC through the courts of justice, and after obtained the shares in December 1998, Sanya ABC entrust wholly-owned subordinate enterprise Sanya Bank-Agriculture Industrial Development Corp. to hold the aforesaid shares, than the first majority shareholder of the Company comes to Sanya Bank-Agriculture Industrial Development Corp. 3. On 12 December 2000, the aforesaid equity was stripped to name of China Greatwall Previous changes for controlling Assets Management Corporation, the first majority shareholder of the Company. shareholders 4. On 19 September 2001, China Greatwall Assets Management Corporation entered into “Equity Transfer Agreement” with Haikou Food Co., Ltd for 60 million shares transfer; and gained approval of [2002] No.: 430 from Ministry of Finance dated 18 October 2002, than the first majority shareholder of the Company comes to Haikou Food Co., Ltd. 5. On 24 April 2008, Haikou Agriculture & Industry & Trade Luoniushan Co., Ltd. entered into the “Statement”, confirmed that the 60 million shares held by Haikou Food Co., Ltd. were under the name of Haikou Agriculture & Industry & Trade Luoniushan Co., Ltd., the shares’ ownership have been transfer dated 29 January 2010. Therefore, Haikou Agriculture & Industry & Trade Luoniushan Co., Ltd. comes to the first majority shareholder of the Company. V. Other relevant information CPA engaged by the Company Name of CPA BDO CHINA Shu Lun Pan Certified Public Accountants LLP Offices add. for CPA 4# Building, No. 61, Nanjing Rd.(E), Shanghai Signing Accountants Zhu Jianqing, Liu Zebo Sponsor engaged by the Company for performing continuous supervision duties in reporting period □ Applicable √ Not applicable Financial consultant engaged by the Company for performing continuous supervision duties in reporting period 6 司公限有份股心中游旅海东大南海 2016 文全告报度年年 □ Applicable √ Not applicable VI. 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 2016 2015 Changes over last year 2014 Operating income (RMB) 21,708,883.51 15,885,922.90 36.65% 20,202,134.10 Net profit attributable to shareholders -2,661,052.49 -7,477,866.40 64.41% 2,503,486.47 of the listed company (RMB) Net profit attributable to shareholders of the listed company after deducting -4,072,689.97 -9,474,005.29 57.01% -2,709,988.03 non-recurring gains and losses (RMB) Net cash flow arising from operating 2,766,372.02 -1,745,526.28 258.48% 2,432,068.08 activities (RMB) Basic earnings per share (RMB/Share) -0.0073 -0.0205 64.39% 0.0069 Diluted earnings per share -0.0073 -0.0205 64.39% 0.0069 (RMB/Share) Return on Equity -3.52% -9.27% 62.03% 3.01% Changes over end of End of 2016 End of 2015 End of 2014 last year Total assets (RMB) 105,444,153.63 104,887,596.60 0.53% 114,080,998.28 Net assets attributable to shareholder 74,276,415.44 76,937,467.93 -3.46% 84,415,334.33 of listed company (RMB) VII. 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) □ Applicable √ Not applicable The Company had no difference of the net profit or net assets disclosed in financial report, under either IAS (International Accounting Standards) or Chinese GAAP (Generally Accepted Accounting Principles) in the period. 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) □ Applicable √ Not applicable The Company had no difference of the net profit or net assets disclosed in financial report, under either foreign accounting rules or Chinese GAAP (Generally Accepted Accounting Principles) in the period. 7 司公限有份股心中游旅海东大南海 2016 文全告报度年年 VIII. Quarterly main financial index In RMB Fourth First quarter Second quarter Third quarter quarter Operating income 8,524,404.50 3,538,393.10 3,582,335.33 6,063,750.58 Net profit attributable to shareholders of the listed 1,448,307.91 -1,276,185.39 -1,835,620.17 -997,554.84 company Net profit attributable to shareholders of the listed 1,379,388.41 -1,284,671.89 -1,835,620.17 -2,331,786.32 company after deducting non-recurring gains and losses Net cash flow arising from operating activities 3,015,764.60 -1,562,067.16 -143,312.76 1,455,987.34 Whether there are significant differences between the above-mentioned financial index or its total number and the relevant financial index disclosed in the company’s quarterly report and semi-annual report □Yes √ No IX. Items and amounts of extraordinary profit (gains)/loss √Applicable □ Not applicable In RMB Item 2016 2015 2014 Note Gains/losses from the disposal of non-current asset (including the 380,866.43 -90,560.75 5,119,583.45 - write-off that accrued for impairment of assets) Capital occupation fees charged by non financial enterprises 961,165.05 422,000.00 - recorded in the current profits and losses Other non-operating income and expenditure except for the 69,606.00 1,664,699.64 93,891.05 - aforementioned items Total 1,411,637.48 1,996,138.89 5,213,474.50 -- 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 In reporting period, the Company has no particular about 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. 8 司公限有份股心中游旅海东大南海 2016 文全告报度年年 Section III Summary of Company Business I. Main businesses of the company in the reporting period Whether the company needs to comply with the disclosure requirements of the particular industry No The company's main business is hotel accommodation and catering services. Procurement of goods is mainly the goods and materials necessary for hotel and catering operations by taking the principle of low price and fine quality, some goods are purchased by directly signing purchase contracts with suppliers, and some good are purchased by procurement agents. The selling is mainly based on internet marketing and supplemented by the individual travelers of non-internet marketing and business and the tourists from travel agencies. The hotel is located at the central zone of Dadonghai scenic spot in Sanya City, Hainan Province, and it has become a member of the nationwide famous hotels because of the convenient transportation, beautiful environment, long history, and rich culture. However, in recent years, the local high-, middle- and low-grade hotels or guesthouses numerously emerge, resulting in the supply much larger than the market demand, the industry competition is rather fierce, and the pressure of decline in business remains. II. Major changes in main assets 1. Major changes in main assets Major assets Note of major changes Numbers declined mainly because, the house and buildings, held for earning rents, are transfer to the Fixed assets investment real estate for accounting Numbers declined mainly because, the land-use right, held for earning rents, are transfer to the investment Intangible assets real estate for accounting Investment real Numbers increased mainly because, the house and buildings as well as land-use right, held for earning estate rents, are transfer to the investment real estate for accounting Financial assets Numbers declined mainly because, equity of Sanya Xiangyu E-Business Co., Ltd. are transferred in the available for sale period 2. Main overseas assets □ Applicable √ Not applicable III. Core Competitiveness Analysis Whether or not the Company complies with disclosure requirement of the special industry No 9 司公限有份股心中游旅海东大南海 2016 文全告报度年年 The company takes hotel accommodation and catering services as the principle works, locates at Dadonghai bay which is one of the China “Top 40 scenery” and the only AAAA scenic spot open for free in Sanya and has the maximum passenger flow volume in Sanya City, and is about a 5-minute drive from downtown of Sanya City and about a 30-munite drive from Sanya Phoenix Airport. The hotel is only tens of meters distant from the sea level, possesses beautiful landscaping full of blooming flowers all the year round, and enjoys exceptional geography, natural environmental advantages. The hotel has opened for more than two decades which is one of the oldest hotels in Sanya and has received many domestic and foreign heads of state and national leaders. In the recent years, the company has comprehensively upgraded and rebuilt the hotel’s software and hardware facilities, further improved the hotel's internal and external business environment, and effectively enhanced the business competitiveness. Currently, the management of the company’s hotel is still in the front rank among hotels in the same area, with the same scale, and at the same level. In the future work, the company will keep trying to improve the hotel’s internal and external business environment, strengthen the sales efforts and the staff construction, and further improve the operational capability. During the reporting period, the company's core competence had no significant change. 10 司公限有份股心中游旅海东大南海 2016 文全告报度年年 Section IV Discussion and Analysis of Operation 1. Introduction During the reporting period, the company realized main business income of 21,708,900 Yuan, increased by 5,823,000 Yuan compared with the same period last year, an increase of 36.66%; investment income of 1,390,900 Yuan, increased by 968,900 Yuan compared with the same period last year, an increase of 229.60%; operating profit loss of 2,681,800 Yuan, decreased by 6,370,200 Yuan compared with the same period last year, a decrease of 70.37%; net non-operating income of 20,700 Yuan, reduced by 1,553,400 Yuan compared with the same period last year, a decrease of 98.68%; net profit loss of 2,661,100 Yuan, decreased by 4,816,800 Yuan compared with the same period last year, a decrease of 64.41%. During the reporting period, the Company focus on market-oriented and use marketing strategy in a flexible way to expoile the sales channel, meanwhile, strengthening enterprise culture construction as well as the employee team-building, making efforts to improve product’s quality, strictly controlling the cost management, perfect the Company’s internal control system in order to reduce the risks and consumptions for more income earns and less expenditure costs, we completed the operation targets that formulated at beginning of the year basically. Main works are as: 1. Market-oriented, use marketing strategy in a flexible way to expoile the sales channel The Company made a flexible product price and sales mode with the market-oriented in the Period, continues to enlarge the network marketing channel and sales ability. We ensuring the leading role of individual tourists and supplemented by travel agency individual tourisits and business tourisits, enhanced co-operation with the leading travel website in China as Ctrip, Qunar, Tuniu, alitrip, Asia Travel, T-mall shop of the Hotel organization. Expanding the sales on net through making the best of network channels and e-business platform. We further maintain regular clinets, and develop the direct travel agency in first/second-tier cities in East China, South West China and South China, increased the sales channel of team and invidual of of the travel agency. Initiated the incentive mechanism for all employees, fully mobilized the enthusiasm of all staffs for increasing the sales volume. The Company achieved revenue of main business of 21.7089 million Yuan in the period, increased 5.823 million Yuan by comparing with the year earlier with 36.66% up. 2. People-oriented, strengthen the enterprise with high-quality, strive to improve product qualifty and enhace the competitive-ness of enterprises In reporting period, in line with the Human-Oriented employment ideality, we continously enriched the culture life for employees, creat a harmonious working enviornment and strengthen the construction of enterprise culture and staff-building. At the same time, create new management mechanism, motivate and mobilized the enthusiasm, initiative and creativity of the staff. Based on the management ideal of “strengthen the enterprise with 11 司公限有份股心中游旅海东大南海 2016 文全告报度年年 high-quality”, we constantly strengthen the hotel management and carried out skill training in pre-job for their basic information and the after-job for business ability improvement. Enhance the service standards and consciousness, as well as the sense of responsibility and quality, effectively improved the service quality and management standards, and highering the quality of the hotel and comprehensive competitiveness. 3. Strictly curb the costs and budget management, improve internal control mechanism, reducing risks and consumptions, increase revenue and reduce expenditures, safety in production to maximize the interest of the enterprise During the Period, the Company focus on financial management, further improve the procurement management mechanism and budget management, with the price inquiry on internet and within the hotel industry, making multiple channels in aspect of purchasing costs, we scientificaly controls the management costs by shopping around, strictly control vary expenses in reasons. Frequent inspection and repair, and prohibit vary wasting of resources, the reasonable procurement costs and revenue cost are being improve effectively. Meanwhile, continues to improve the IC mechanism, enhance the regualation and implementation of the IC, strengthen the effective implementation in IC, increase revenue and reduce expenditures, safety in production for improving the operation efficiency, guarantee a safy operation and maximized the interest of the Company. In 2017, the Company continue to consolidate and expand sales channels, improve the hotel’s quality and service standards, enhance the comprehensive competitveness, proactively promote the material asset reorganization, to laying out a solid foundation for sustained, stable and healthy development of the Company. II. Main business analysis 1. Introduction See the “I-Introduction” in “Discussion and Analysis of Operation” 2. Revenue and cost (1) Constitute of operation revenue In RMB 2016 2015 Increase/decrease Ratio in operation Ratio in operation Amount Amount y-o-y revenue revenue Total of operation 21,708,883.51 100% 15,885,922.90 100% 36.65% revenue According to industries Tourism catering 19,117,791.52 88.06% 15,885,922.90 100.00% 20.34% service Other business 2,591,091.99 11.94% 12 司公限有份股心中游旅海东大南海 2016 文全告报度年年 According to products Room revenue 16,914,028.50 77.91% 12,264,036.40 77.20% 37.92% Catering entertainment 2,203,763.02 10.15% 3,621,886.50 22.80% -39.15% revenue Other business 2,591,091.99 11.94% revenue According to region Hainan area 21,708,883.51 100.00% 15,885,922.90 100.00% 36.65% (2) About the industries, products, or regions accounting for over 10% of the company’s operating income or operating profit √Applicable □ Not applicable Whether or not the Company complies with disclosure requirement of the special industry No In RMB Increase/decrea Increase/decrea Increase/decrea Operating Gross profit se of gross Operating cost se of operating se of operating revenue ratio profit ratio revenue y-o-y cost y-o-y y-o-y According to industries Tourism catering 19,117,791.52 9,693,974.20 49.29% 20.34% 23.13% -1.15% service Other business 2,591,091.99 564,466.42 78.22% According to products Room revenue 16,914,028.50 8,561,353.33 49.38% 37.92% 18.15% 8.47% Catering entertainment 2,203,763.02 1,132,620.87 48.61% -39.15% 80.74% -31.31% revenue Other business 2,591,091.99 564,466.42 78.22% revenue According to region Hainan area 21,708,883.51 10,258,440.62 52.75% 36.65% 30.30% 2.31% Under circumstances of adjustment in reporting period for statistic scope of main business data, adjusted main business based on latest one year’s scope of period-end □ Applicable √ Not applicable 13 司公限有份股心中游旅海东大南海 2016 文全告报度年年 (3) Income from physical sales larger than income from labors □ Yes √ No (4) Fulfillment of the company’s signed significant sales contracts up to this reporting period □ Applicable √ Not applicable (5) Constitute of operation cost Industry classification Industry classification In RMB 2016 2015 Increase/de Industries Item Ratio in Ratio in operation Amount Amount crease y-o-y operation cost cost Tourism catering Raw 1,132,620.87 11.04% 626,661.16 7.96% 80.74% service material Tourism catering Salary 1,526,437.63 14.88% 766,535.44 9.74% 99.13% service welfare Tourism catering Water and 2,909,128.71 28.36% 1,164,313.51 14.79% 149.86% service electricity Tourism catering Depreciatio 2,271,348.02 22.14% 2,340,890.80 29.73% -2.97% service n Tourism catering Repair cost 713,218.96 6.95% 449,997.10 5.72% 58.49% service Knitted and Tourism catering Cotton 2,640.00 0.03% 458,835.00 5.83% -99.42% service Goods Tourism catering Washing fee 471,750.30 4.60% 314,587.82 4.00% 49.96% service Tourism catering Total cost 9,693,974.20 94.50% 7,873,049.71 100.00% 23.13% service Note Explanation on changes: 1. Raw material increased mainly due to the growth of catering entertainment income; 2. Salary welfare increased mainly because 1)13 employee of PA are classify to housekeeping department in the period; 2) expenditure increased in the housekeeping employees; 3) the salary standards improve; 3. Water and electricity increased mainly because the electricity, less calculated in previous from Sanya Power Bureau; 4. Repair cost increased mainly because more reform of the equipment and facilities in the period; 5. Knitted and Cotton Goods declined mainly because we change the hotel linen for guest room last year; 14 司公限有份股心中游旅海东大南海 2016 文全告报度年年 6. Washing fee increased mainly due to the growth of business. (6) Whether the changes in the scope of consolidation in Reporting Period □ Yes √ No (7) Major changes or adjustment in business, product or service of the Company in Reporting Period □ Applicable √ Not applicable (8) Major sales and main suppliers Major sales client of the Company Total top five clients in sales (RMB) 6,082,010.47 Proportion in total annual sales volume for top five clients 28.02% Ratio of related parties in annual total sales among the top five 0.00% clients Information of top five clients of the Company Serial Name Sales (RMB) Proportion in total annual sales Sanya Haolide International Travel 1 2,211,935.00 10.19% Service Co., Ltd. Shanghai Hecheng International Travel 2 1,479,261.36 6.81% Service Co., Ltd. Qunar (Tianjin) International Travel 3 865,266.00 3.99% Service Co., Ltd. Alipay (China) Network Technology Co. 4 856,740.11 3.95% Ltd. Beijing Jiaxin Haoyuan Information 5 668,808.00 3.08% Technology Co. Ltd. Total -- 6,082,010.47 28.02% Other situation of main clients □ Applicable √ Not applicable Main suppliers of the Company Total purchase amount from top five suppliers (RMB) 4,939,277.89 Proportion in total annual purchase amount for top five suppliers 89.46% Ratio of related parties in annual total sales among the top five 0.00% suppliers Information of top five suppliers of the Company Serial Name Sales (RMB) Proportion in total annual sales 15 司公限有份股心中游旅海东大南海 2016 文全告报度年年 Sanya Power Supply Bureau of Hainan 1 2,039,627.80 36.94% Power Grid 2 Liu Wunan 1,584,833.47 28.71% 3 Sanya Zhengzhuang Industrial Co., Ltd. 509,937.00 9.24% Sanya Sinofrench Water Supply Co., 4 452,434.93 8.19% Ltd. 5 Sanya Yunwang Food Co., Ltd. 352,444.69 6.38% Total -- 4,939,277.89 89.46% Other notes of main suppliers of the Company □ Applicable √ Not applicable 3. Expenses In RMB Increase/de 2016 2015 crease Note of major changes y-o-y Sales Some of the assets are listed as investment real estate in the 4,931,333.26 5,722,072.82 -13.82% expense period, the depreciation expenses declined Manageme Taxes (taxes declined due to the change of accounting policy) 9,374,635.91 10,272,262.86 -8.74% nt expense and business entertainment costs declined Financial -193,645.29 -109,213.80 -77.31% Interest income from savings increased expense 4. R&D expenses □ Applicable √ Not applicable 5. Cash flow In RMB Item 2016 2015 Y-o-y changes Subtotal of cash in-flow from 23,114,982.69 20,454,444.34 13.01% operation activity Subtotal of cash out-flow from 20,348,610.67 22,199,970.62 -8.34% operation activity Net cash flow from operation 2,766,372.02 -1,745,526.28 258.48% activity Subtotal of cash in-flow from 14,920,000.00 9,429,510.00 58.23% 16 司公限有份股心中游旅海东大南海 2016 文全告报度年年 investment activity Subtotal of cash out-flow from 10,258,516.27 10,451,881.00 -1.85% investment activity Net cash flow from investment 4,661,483.73 -1,022,371.00 555.95% activity Net increased amount of cash and 7,427,855.75 -2,767,897.28 368.36% cash equivalent Main reasons for y-o-y major changes in aspect of relevant data √Applicable □ Not applicable 1. Net cash flow from operation activity has a y-o-y growth of 258%, mainly because the revenue from business increased dramatically, and sales expenses and management expenses have less expenditure in the Period; 2. Net cash in-flow from investment activity has a y-o-y growth of 58%, mainly because obtained transfer income from selling equity of Sanya Xiangyu E-Business Co., Ltd. and received income from debt investment; 3. Net cash flow from investment activity has a y-o-y growth of 556%, mainly because obtained transfer income from selling equity of Sanya Xiangyu E-Business Co., Ltd. and received income from debt investment Reasons of major difference between the cash flow of operation activity in report period and net profit of the Company □ Applicable √ Not applicable III. Analysis of the non-main business √Applicable □ Not applicable In RMB Ratio in total Amount Note Whether be sustainable profit Investment Income from debt investment and equity Equity transfer income is not 1,390,918.55 52.27% income transfer sustainable IV. Assets and liability 1. Major changes of assets composition In RMB End of 2016 End of 2015 Ratio in Ratio in Ratio Notes of major changes Amount total Amount total changes assets assets The increase of business revenue, Monetary fund 27,210,248.01 25.81% 19,782,392.26 18.86% 6.95% debt investment income and equity transfer income Account 690,444.72 0.65% 460,197.28 0.44% 0.21% The business in the Period 17 司公限有份股心中游旅海东大南海 2016 文全告报度年年 receivable increased Inventory 219,179.72 0.21% 218,075.43 0.21% 0.00% In the standard change scope The leasehold house& buildings as Investment real 9,333,527.55 8.85% 8.85% well as land-use-right are change estate their listed item The leasehold house & buildings Fix assets 40,395,680.91 38.31% 51,279,986.58 48.89% -10.58% are listed in investment real estate 2. Assets and liability measured by fair value □ Applicable √ Not applicable 3. Assets right restriction till end of reporting period Nil V. Investment 1. Overall situation □ Applicable √ Not applicable 2. The major equity investment obtained in the reporting period □ Applicable √ Not applicable 3. The major non-equity investment doing in the reporting period √Applicable □ Not applicable Investment in the same period of last year Investment in the reporting (RMB) Changes ( RMB) 9,000,000.00 9,000,000.00 0.00% 4. Financial assets investment (1) Securities investment □ Applicable √ Not applicable The company had no securities investment in the reporting period. (2) Derivative investment □ Applicable √ Not applicable 18 司公限有份股心中游旅海东大南海 2016 文全告报度年年 The Company has no derivatives investment in the Period 5. Application of raised proceeds □ Applicable √ Not applicable The Company has no application of raised proceeds in the Period VI. Sales of major assets and equity 1. Sales of major assets □ Applicable √ Not applicable The Company had no sales of major assets in the reporting period. 2. Sales of major equity √Applicable □ Not applicable The net profits contri Does the The buted plan propo to the The impleme rtion listed owner nted on of the comp ship schedule net any of or not, profits by the prope explain Transa that Relat The equity rty the ction Impa the ed associa from Pricin rights reasons Date Index The price ct on equity transa tion Count Equity the g that and of of date (in 10 the - for ction with erpart for sale begin princi invol counterm discl discl of sale thousa Com -sale confir the ning ple ved easures osure osure nd pany contri med counte of has the Yuan) buted (Y/N) rparty curren transf Company to the t erred have listed period totall taken for comp to the y not any in date (Y/N) impleme total of nted on profits sale(i schedule n 10 thousa nd 19 司公限有份股心中游旅海东大南海 2016 文全告报度年年 Yuan) Sanya Xiangy No Negot Chen u adver No 2016- 14.29 iated Gungr E-Com 493 38 se No associa Yes Yes 11-21 % pricin ong merce effec tion g Co., ts Ltd. VII. Analysis of main holding company and stock-jointly companies □ Applicable √ Not applicable The Company had no information of main holding company and stock-jointly companies disclosed in the reporting period. VIII. Structured vehicle controlled by the Company □ Applicable √ Not applicable IX. Future Development Prospects 1. Industrial development trend and competition facing the Company Sanya is the only tropical seaside city in China with a world-leading eco-enviornment, and has a wonderful air quality that can be numbered in China, it owns an abound marine resources with unique rescouce advantage. Sanya has a geographical position advantage and under the help of preferential policy of duty-free for theinternationalization of tourism island, with the improvement of people’s life quality in rencent years, and enhancment of tourism consumption consciousness while haze air enviornment outside the island, the tourism market prospects has a good trend in Hainan. However, in reporting period, the whole world has a slump in economic resurgence, the tourism market lack of vitality, the supply far greater than the demand while home inn hotel rapidly expanding blindly, the market competition comes more and more intensify. In addition, with the soring operation costs and expenditures for the salary of hospitality industry in Sanya and shrinking operation profit, the hotel industry faced a downward pressure on operation. In the future work, the company will continue to strengthen the updating and transformation of the hotel’s equipment and facilities, improve and upgrade the hardware and software equipments and facilities and the quality of internal and external business environment, enhance the construction of enterprise culture and staff teams, improve service level and service quality, actively expand the sales channels, make full use of the internet platform, expand the sales network, increase the market share, and further improve the management level and core competitiveness. 2. Future development plans and operation plan for year of 2016 (1) Market-oriented, continues to improve the quality management of the software equipment and facilities in the Hotel, enhancing the hotel brand image, expanding market channel, and center with enterprises performance, making the brand more bigger and stronger drived by pioneer and invent. (2) Continue to expand financing channels, proactively push forward the material assets reorganization, enrich the industrial struction, widen the company size, increased more profit points in order to strengthen the sustainablility, stable and healthly of the operation. 20 司公限有份股心中游旅海东大南海 2016 文全告报度年年 (3) Continue to strengthen the standard management of internal control, perfect the corporate governance structure, standardize the management and operation, and effectively control the risks. 3. Fund demands and use plan required for the future development of the Company The Company utilizes owned funds or financing methods to raise the funds demanded for development, and completes the development planning of the Company. 4. The risks may cause adverse effects on the future development strategy and realization of operation target of the Company (1) Marco Policy risks In order to normalize and optimize tourism market or further to promote clear-party construction, related departments may further issue some relative policies. While these polices may cause restrain and effect on regional tourism development. Main business income may be affected since we are engaged in tourism service. Countermeasures: The Company will further to improve the hard and soft equipments and facilities of the hotel while expanding the business scope, and win more market shares via high-class service and comfortable environment so as to ensure the main business income level. (2) Natural disaster risks In recent years, various natural disasters take place frequently, Hainan Island belongs to oceanic climate, where has high incidence of disastrous weather in summer. If Sanya becomes the landing place of typhoon, it may cause great damages to the facilities of the Company and affect the Company’s normal operation. Countermeasures: The Company will strengthen the construction and maintenance for infrastructure, continue to buy property insurances, positively adopt effective prevention measures, and improve the ability of resisting natural disasters. (3) Risks of HR Demand for talend in aspect of hotel sales and management are increasingly due to the constantly rise of hotel industry, flow of hotel talented people comes more widespread and more frenquent, we may face the risks of development restrained from brain drain. Countermeasure: we will continue to improved the talent introduction, taining system, incentive mechanism, remuneration and welfare as well as insurance mechanism, strive to attract talent, cultivate them and retain them. Meanwhile, strengthen staff quality and skills as well as the manaegment ability, further putting more efforts in enterprise culture construction, enhance the cohesion in the Company, guarantee a stable of the core managemers and skill technicians. (4) Operational risks of main business With the ceaseless development of global tourist industry constantly and ceaseless rising of high-class, middle-class and low-class hotels, the tourist sources keep shunting, and the competition of tourism service industry in Sanya becomes increasingly fierce. While the main business of the Company is just a small-scale hotel, as the main business is single and the business scope is limited, the tourist market conditions and tourist quantity directly make significant affects on the company performance. Countermeasure: made a scientific management and decision-making procedures, strengthen the awarenes of risk prevention, building and improving relevant mechanism and regulized the management in the Company. Furthermore, increase the sales ability, on base of the former saels networ, continues to exploit foreign high-end 21 司公限有份股心中游旅海东大南海 2016 文全告报度年年 tourism market under the superior geographical location and enviornment for highering the occupancy rate. Besides, we will push forward the material asset reorganization, expanding opertaion projects, enrich the industrial structure for increasing the profit increasing point. (5) Termination of reorganization risk Material asset reorganization has greater uncertainty, the reorganization including but not limited to the risks of approval risks and termination risks. Countermeasure:we explore the feasibility of reorganization scheme with relvant parties and intermediary organ, careful considerate vary woks in the process of reorganization, read up relevant policies and strictly perform the information disclosure responsibility, advance the progress of material asset reorganization with all strength. X. Reception of research, communication and interview 1. In the report period, reception of research, communication and interview √Applicable □ Not applicable Time Way Type Basic situation index of investigation Telephone Investor surnamed Lin in Hainan inquired about the disclosure time of the 2016-10-13 communi Individual third quarterly report of 2016, no material has been provided yet cation Telephone Investor Mr./Ms. Huang from Guangzhou asking about the employee stock 2016-10-26 communi Individual how to listed for trading, no material has been provided cation Telephone Investor Mr/Ms/ Zhang from Shanghai asking about the commitment of 2016-11-02 communi Individual reorganization progress by majority shareholders, no material has been cation provided Telephone Investor surnamed Wang in Anqing inquired about the company’s business 2016-11-22 communi Individual assets and future development, no material has been provided yet cation Telephone Investor surnamed Jiang in Zhejiang inquired about the company’s business 2016-12-08 communi Individual condition in 2016, no material has been provided yet cation Telephone Investor surnamed Zhao in Chendu inquired about the company’s business 2016-12-27 communi Individual assets and future development, no material has been provided yet cation Reception (times) 20 Number of hospitality 0 Number of individual reception 20 Number of other reception 0 Disclosed, released or let out major undisclosed No information 22 司公限有份股心中游旅海东大南海 2016 文全告报度年年 Section V. Iimportant Events I. Profit distribution plan of common stock and capitalizing of common reserves plan Formulation, Implementation and Adjustment of common stock Profit Distribution Policy Especially Cash Dividend policy during the Reporting Period □ Applicable √ Not applicable Profit distribution plan (pre-plan) of common stock and capitalizing of common reserves plan (pre-plan) in latest three years (including the reporting period) According to the auditing reports issued by certified public accountants, the net income realized in nearly three years (including the reporting period) was used to make up the losses in the previous year; the undistributed profit during this reporting remained a minus. The Company did not take profit allocation nor capitalization of capital reserve during the reporting period. Cash dividend of common stock in latest three years (including the reporting period) In RMB Ratio in net profit Net profit attributable to common Year for Amount for attributable to common Amount for Proportion for stock shareholders of listed bonus cash bonus stock shareholders of cash bonus by cash bonus by company in consolidation shares (tax included) listed company contained other ways other ways statement for bonus year in consolidation statement 2016 0.00 -2,661,052.49 0.00% 0.00 0.00% 2015 0.00 -7,477,866.40 0.00% 0.00 0.00% 2014 0.00 2,503,486.47 0.00% 0.00 0.00% The Company gains profits in reporting period and the retained profit of common stock shareholders provided by parent company is positive but no plan of cash dividend proposed of common stock □ Applicable √ Not applicable II. Profit distribution plan and capitalizing of common reserves plan for the Period □ Applicable √ Not applicable The Company has no plans of cash dividend distributed, no bonus shares and has no share converted from capital reserve either for the year. III. Implementation of commitment 1. 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 Commitments Promise Type Content of commitments mitm mitm Implementation ent ent 23 司公限有份股心中游旅海东大南海 2016 文全告报度年年 of date term commi tments Since the Company's On May 30, 2007, Luoniushan Co., Ltd. implementation of made commitments in the Company’s reform of "Instructions for reform of non-tradable non-tradable shares" (Revision) and "Instructions for shares, the Company has reform of non-tradable shares" avoided the risk of (Abstract of revision) that in view of delisting and Dadonghai Company’s losses in improved the successive years and on the verge of financial situation Luoniush Other With accordingly with Commitments for delisting, in order to reverse the 2014- an Co., commi in 3 efforts of all Share Merger Reform company's business difficulties, 06-27 Ltd tments years parties. Till end of improve profitability and recover the the report continuous business capacity, disclosed, Luoniushan Co., Ltd., the controlling Luoniushan Co., shareholder of Dadonghai Company Ltd. is planning the commitment made commitments to actively seek performance, restructuring parties to reorganize the stock of the assets of Dadonghai Company at the Company appropriate time. suspension for planning a major asset restructuring Commitments in report of acquisition or equity change Commitments in assets reorganization Commitments make in initial public offering or re-financing Equity incentive commitment Based on the confidence in the future sustainable development of Dadonghai, as well as the long-term investment commi value of domestic capital market, tments Luoniushan Co., Ltd. shall take With Luoniush of Other commitments for medium practical action and participate in 2015- 6 an Co., increa Completed and small shareholders maintaining the capital market stability. 07-10 mont Ltd sing or In accordance with the relevant hs decrea provisions of China Securities sing Regulatory Commission and Shenzhen Stock Exchange, Luoniushan Co., Ltd. plans to take chances to increase 24 司公限有份股心中游旅海东大南海 2016 文全告报度年年 holding of shares in Dadonghai through Shenzhen Stock Exchange within six months from the date of this announcement, the amount of increased holding of shares should be no less than RMB 5 million yuan, and does not automatically reduce holding of shares in Dadonghai during the increased holding period, within six months after the increased holding of shares and within the legal time limit. Completed on time(Y/N) Yes If the commitments is not fulfilled on time, shall explain the specify N/A reason and the next work plan 2. Concerning assts or project of the Company, which has profit forecast, and reporting period still in forecasting period, explain reasons of reaching the original profit forecast □ Applicable √ Not applicable IV. Non-operational fund occupation from controlling shareholders and its related party □ Applicable √ Not applicable No non-operational fund occupation from controlling shareholders and its related party in period. V. Explanation from Board of Directors, Supervisory Committee and Independent Directors (if applicable) for “Qualified Opinion” that issued by CPA □ Applicable √ Not applicable VI. Particulars about the changes in aspect of accounting policy, estimates and calculation method compared with the financial report of last year √Applicable □ Not applicable The accounting policy has follw changes from a year eariler: Pursuit to the Accounting Standards for Business Enterprise and Provisions Concerning the Accounting Treatments on Value-Added Tax from Treasury Dept., relevatn accounting policies have the follow changes: (i) In line with the relevant cost expenses regulated in Accounting Standards for Business Enterprise , the period charge with guest house concerned calcurated in “business expenses”, pursuit to former industry accounting system, will re-classified to “Business costs” 1. Overview of accounting policy change 25 司公限有份股心中游旅海东大南海 2016 文全告报度年年 The former accounting policy adopt the calculation method of cost expenses regulated in accounting policy of food services (before 2000), that is, expenses of fixed assets depreciation with guest house concerned directly will reckon in the “business expenses (sales expenses)”, thus the company has a higher gross profit rate in guest house income. At present, in line wih relevant regulation of the relevant cost expenses in Accounting Standards for Business Enterprise, and reference o the calculation from other hotel enterprise, the expenses of fixed assets depreciation with guest house concerned directly will re-classified to “business cost” for accounting. 2. Accounting policy before changed: the period expenses concerned with the revenue from guest room, including salary, welfare, material consumption, utility bills, knitwear and depreciation, will listed in “business expenses” for calculation; 3. Accounting policy after changed: the period expenses concerned with the revenue from guest room, including salary, welfare, material consumption, utility bills, knitwear and depreciation, will listed in “business cost” for calculation; 4. Time of change: the accounting policy will implemneted since 1 January 2016, and carried out retroactive adjustment for previosu items 5. Impact on the Company The above mentioned changes impact the numbers of business cost and sales expenses that listed in profit statement only, increase the “business cost” in profit statement to 7,246,388.55 Yuan for the year, reduced “sales expenses” in profit statemetn to 7,246,388.55 Yuan; The numbers of “business cost” in last year increased to 6,663,327.56 Yuan while reduced the “sales expenses’ to 6,663,327.56 Yuan for the year earier. Ohterwise, there are no impact on the total profit, net profit, net asstes and toal asstes of the Company that released previous. (ii) Relevant accounting poclisy changed in line with the Provisions Concerning the Accounting Treatments on Value-Added Tax issued from Treasury Dept. on 3 December 2016 1. Overview of accounting policy change In order to implemented the ‘Notice on Tax Policy Concerning Nationawide Implementation of VAT Pilot Program From Business Tax”, the “Provision of Accounting Treatment on VAT” issued by Treausry Department on 3 December 2016, regulated the accounting treatment on VAT changed from business tax, and implemented since 1 May 2016. 2. Accounting policy before and after the changes (1) the taxable expenses calculated with “business tax and surcharge” will changed to “taxes and surchager”; (2) The real estate tax, land-use right tax, vehicle and vessel usage tax and stamp tax occurring in operation activities wil re-classified to “taxes and surcharge”; (3) the taxes prepaid or over-paid in ‘payable tax” will re-classified to “other current assets” 3. Time of change: the accounting policy will implemneted since 1 May 2016 4. Impact on the Company (1) The “business tax and surcharge” in profit statement adjsuted to item of “taxes and surcharge”; (2) Impact on the total asstes and total liability in balance sheet, the ending balance of “other current assets” in balance sheet will increased 1,876,449.22 Yuan, ending balance of “payable taxes” in balance sheet increased 1,876,449.22 Yuan; 26 司公限有份股心中游旅海东大南海 2016 文全告报度年年 (3) The “taxes and surcharge” in profit statement increased 791,063.74 Yuan in the year while decreased “administrative expenses” to 791,063.74 Yuan for the year. There are no impact on the total profit, net profit and net asstes of the Company that released previous. The above mentioned policy changes will not be retroactive adjusted. (iii) Pursuit to relevant regulation of “Accounting Standards for Business Enterprise No.3- Investment Real Estate”, the house and lands used for leasing will calculate by cost in “Investment real estate” since 1 Janaury 2016, which shows no impact on the total asstes, total liabilities, total profit and net profit of the Company for the year. Major accounting estimates has no changes in the peirod, calculation method has no changes except the above mentioned. VII. Major accounting errors within reporting period that needs retrospective restatement □ Applicable √ Not applicable No major accounting errors within reporting period that needs retrospective restatement for the Company in the period. VIII. Compare with last year’s financial report; explain changes in consolidation statement’s scope □ Applicable √ Not applicable No changes in consolidation statement’s scope for the Company in the period. IX. Appointment and non-reappointment (dismissal) of CPA Accounting firm appointed Name of domestic accounting firm BDO CHINA Shu Lun Pan Certified Public Accountants LLP Remuneration for domestic accounting firm (in 10 39 thousand Yuan) Continuous life of auditing service for domestic 6 accounting firm Name of domestic CPA Zhu Jianqing, Liu Zebo Re-appointed accounting firms in this period □Yes √No Appointment of internal control auditing accounting firm, financial consultant or sponsor √Applicable □ Not applicable On 20 April 2016, the Company holding the 8th meeting of 8th session of the Board, and decided to appointed BDO CHINA Shu Lun Pan Certified Public Accountants LLP as the auditing institute of the internal control for year of 2016 and the decision has been deliberated and approved in general meeting of 2015. During the period, auditing fee 80,000 Yuan in total has been paid to the institute for internal control auditing. 27 司公限有份股心中游旅海东大南海 2016 文全告报度年年 X. Particular about suspended and delisting after annual report disclosed □ Applicable √ Not applicable XI. Bankruptcy reorganization □ Applicable √ Not applicable No bankruptcy reorganization for the Company in reporting period XII. Significant lawsuits and arbitrations of the Company □Applicable √Not applicable No significant lawsuits and arbitrations occurred in the reporting period XIII. Penalty and rectification □ Applicable √ Not applicable No penalty and rectification for the Company in reporting period. XIV. Integrity of the company and its controlling shareholders and actual controllers □ Applicable √ Not applicable XV. Implementation of the company’s stock incentive plan, employee stock ownership plan or other employee incentives □ Applicable √ Not applicable During the reporting period, the company has no stock incentive plan, employee stock ownership plan or other employee incentives that have not been implemented. XVI. Major related transaction 1. Related transaction with routine operation concerned √Applicable □Not applicable Whet Tradi her Relat ng ed over Cleari Avail Propo limit Type Conte transa the ng able Date Index Relat rtion of nt of Pricin ction appro form Relati ed in appro simila of of Related relate relate g amou for onshi transa simila ved party d d princi nt ved relate r disclo discl p ction r transa transa ple (in 10 (in 10 d price transa limite marke sure osure ction ction thous transa ctions thous and d or ction t price Yuan) and not Yuan) (Y/N) 28 司公限有份股心中游旅海东大南海 2016 文全告报度年年 Same Same as the as the First Luoniu transa transa major Consu Acco Mark Mark shan 0.15 ction ction ity mptio mmod et et 2.96 0 Yes - - Co., % with with share n ation price price Ltd. non-r non-r holder elated elated party party Total -- -- 2.96 -- 0 -- -- -- -- -- Detail of sales return with major N/A amount involved Report the actual implementation of the daily related transactions which were projected about their total N/A amount by types during the reporting period Reasons for major differences between trading price and market Not applicable reference price 2. Related transactions by assets acquisition and sold □ Applicable √ Not applicable No related transactions by assets acquisition and sold for the Company in reporting period 3. Related transactions of mutual investment outside □ Applicable √ Not applicable No main related transactions of mutual investment outside for the Company in reporting period 4. Contact of related credit and debt □ Applicable √ Not applicable The Company had no contact of related credit and debt in the reporting period. 5. Other significant related transactions □ Applicable √ Not applicable The company had no other significant related transactions in reporting period. 29 司公限有份股心中游旅海东大南海 2016 文全告报度年年 XVII. Significant contract and implementations 1. Trusteeship, contract and leasing (1) Trusteeship □ Applicable √ Not applicable No trusteeship for the Company in reporting period (2) Contract □ Applicable √ Not applicable No contract for the Company in reporting period (3) Leasing √Applicable □ Not applicable Note of leasing Item Tenant Lease life Term of lease B/F of the Hotel Ma Ming (Hainan Hangpai Food Co., 5 years 2016-01-01 to 2020-12-31 Ltd. ) Shopping mall –B/F Xu Jipeng 3 years 2016-11-15 to 2019-11-14 A/F ground floor Chen Junwei 3 years 2016-03-01 to 2019-02-28 Seaside stall and wood Sanya Leda Food Management Co., 5 years 2016-05-01 to 2021-04-30 house Ltd. Seaside locker room Zhong Zhengao 3 years 2016-12-01 to 2019-11-30 Gains/losses to the Company from projects that reached over 10% in total profit of the Company in reporting period √Applicable □ Not applicable Leasing The assets Leasing Basis for Whether impact of Associ involved in Lease income determini be Name of Name of the Lease start leasing ation Leasing assets the amount termination (in 10 ng the related lessor leasing party date income on relatio (in 10 date thousand leasing transacti the n thousand Yuan) income ons company Yuan) The Ma Ming (Hainan B/F restaurant Increase Compan Hangpai Food Co., 1,886 2016-01-01 2020-12-31 75.6 Contract No N/A in first floor income y Ltd. ) The Sanya Leda Food Seaside stall and Increase Compan Management Co., 653 2016-05-01 2021-05-30 180 Contract No N/A wood house income Ltd. y The Seaside locker Increase Zhong Zhengao 10 2016-11-01 2019-10-31 36 Contract No N/A Compan room income 30 司公限有份股心中游旅海东大南海 2016 文全告报度年年 y 2. Major Guarantee □Applicable √ Not applicable The Company had no guarantee in the reporting period. 3. Entrust others to cash asset management (1) Trust financing □ Applicable √ Not applicable The Company had no trust financing in the reporting period. (2) Entrusted loans □ Applicable √ Not applicable The company had no entrusted loans in the reporting period. 4. Other material contracts □ Applicable √ Not applicable No other material contracts for the Company in reporting period XVIII. Social responsibility 1. Execution of social responsibility of targeted poverty alleviation □ Applicable √ Not applicable 2. Execution of other social responsibility Nil Listed company and its subsidiary belongs to the key pollution enterprise listed by Department of Environmental Protection No Whether the social responsibility report released □Yes √ No XIX. Explanation on other significant events √Applicable □ Not applicable 1. On 8 March, the Company received a written decision of administrative penalty ZJFZi [2001] No.3 “Penalty Decision on Hainan Dadonghai Tourism Center (Holdings) Co., Ltd. in Violation of Securiteis Laws and Regulations ” from CSRC for false profit and rule-violation. Penalty including confiscate their illegal income of 19.31 million Yuan and improse a fine of 0.5 million Yuan. On 20 31 司公限有份股心中游旅海东大南海 2016 文全告报度年年 Feburary 2017, the Company paid the penalty in full to CSRC. 2. The Lawyer’s Letter received by the Company: by preliminary accounting from Sanya Power Bureau, the 10313373 Kwh electricity was understate under the name of South China Hotel from July 2006 to April 2016. Found more in “Notice of Lawyer’s Letter received by Hainan Dadonghai Tourism Center (Holdings) Co., Ltd.” (Notice No.: 2016-016) released on Securities Times, Hong Kong Commercial Daily and Juchao Website dated 31 May 2016. The Company is communicated and negotiates with Sanya Power Bureau in the above mentioned event without negotiation results so far. XX. Significant event of subsidiary of the Company □ Applicable √ Not applicable 32 司公限有份股心中游旅海东大南海 2016 文全告报度年年 Section VI. Changes in Shares and Particulars about Shareholders I. Changes in Share Capital 1. Changes in Share Capital In Share Before the Change Increase/Decrease in the Change (+, -) After the Change B o n Capita New u lizatio share s Proporti n of Proporti Amount s s Others Subtotal Amount on public on issue h reserv d a e r e s I. Restricted shares 15,073,200 4.14% -4,617,513 -4,617,513 10,455,687 2.87% 1. State-owned shares 2. State-owned corporate 2,369,400 0.65% 2,369,400 0.65% shares 12,703,800 3.49% -4,617,513 -4,617,513 8,086,287 2.22% 3. Other domestic shares Including: Domestic legal 12,571,800 3.45% -4,618,800 -4,618,800 7,953,000 2.18% person shares Domestic natural person 132,000 0.04% 1,287 1,287 133,287 0.04% shares II. Unrestricted shares 349,026,800 95.86% 4,617,513 4,617,513 353,644,313 97.13% 261,026,800 71.69% 4,617,513 4,617,513 265,644,313 72.96% 1. RMB common shares 2.Domestically listed 88,000,000 24.17% 88,000,000 24.17% foreign shares III. Total shares 364,100,000 100.00% 0 0 364,100,000 100.00% Reasons for share changed √ Applicable □ Not applicable In 2016, Chen Gang (formerly known as Chen Shengguang) by-elected as staff supervisor of the Company, he holds 1287 A-share that un-tradable for executives. And during the follow-up process of non-tradable shares reform, relevant shares are released in line with relevant regulations and some of the shareholders are repaying the advance money for another, thus the share structure of the Company changed in the Period while total shares remain the same. 33 司公限有份股心中游旅海东大南海 2016 文全告报度年年 Approval of share changed □ Applicable √ Not applicable Ownership transfer of share changes □ 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 or need to disclosed under requirement from security regulators □ Applicable √ Not applicable 2. Changes of restricted shares √ Applicable □ Not applicable In Share Numb Number of er of Number shares new Number of of shares restricted shares shares Restriction Shareholders’ name released Released date at restrict restricted at reasons in the Period-beg ed in Period-end Year in the Year Executive Comply with relevant Chen Shengguang 0 0 1,287 1,287 un-tradable regulations shares Legal After remove Xiao Tiefeng 132,000 0 0 132,000 commitment in restricted procedures share reform complete Legal After remove Sanya Real Estate Valuation Agent 924,000 0 0 924,000 commitment in restricted procedures share reform complete Hainan Hong Kong-Macao Legal After remove International Trade Development Co., 924,000 0 0 924,000 commitment in restricted procedures Ltd. share reform complete Legal After remove Haikou Dongfang Urban credit 924,000 0 0 924,000 commitment in restricted procedures Cooperative share reform complete Legal After remove Hainan Branch of Bank of 924,000 0 0 924,000 commitment in restricted procedures Communications Co., Ltd. share reform complete Legal After remove Shenyang Jin’an Industrial 831,600 0 0 831,600 commitment in restricted procedures Corporation share reform complete 34 司公限有份股心中游旅海东大南海 2016 文全告报度年年 Legal After remove Sanya Wangli Building Materials Sales 92,400 0 0 92,400 commitment in restricted procedures share reform complete Legal After remove Hainan Nongken Sanya Timber Mill 46,200 0 0 46,200 commitment in restricted procedures share reform complete Legal After remove Guangzhou Company of Hainan 660,000 0 0 660,000 commitment in restricted procedures International Investment Co., Ltd. share reform complete Legal After remove Southern Industrial and Trading 660,000 0 0 660,000 commitment in restricted procedures Corporation share reform complete Legal After remove Beijing Xueli Clothing Accessories 132,000 0 0 132,000 commitment in restricted procedures Co., Lt.d share reform complete Legal After remove Guangzhou Dongzhan Industrial Co. 924,000 0 0 924,000 commitment in restricted procedures LTD share reform complete Legal After remove Sanya Zhongxing Development Co., 2,541,000 0 0 2,541,000 commitment in restricted procedures Ltd. share reform complete Legal After remove Hainan Dadonghai Tourism Co. 739,200 0 0 739,200 commitment in restricted procedures share reform complete Legal Yangpu Tongrong Investment 4,618,800 4,618,800 0 0 commitment in 2016-06-21 Management Consultation Co., Ltd. share reform Total 15,073,200 4,618,800 1,287 10,455,687 -- -- II. Securities issuance and listing 1. Security offering (without preferred stock) in reporting Period □ Applicable √ Not applicable 2. Changes of total shares and shareholders structure as well as explanation on changes of assets and liability structure □ Applicable √ Not applicable 35 司公限有份股心中游旅海东大南海 2016 文全告报度年年 3. Existing internal staff shares □ Applicable √ Not applicable III. Particulars about shareholder and actual controller of the Company 1. Amount of shareholders of the Company and particulars about shares holding In Share Total common Total preference Total common stock shareholders Total preference shareholders with stock at end of last shareholders with voting voting rights recovered shareholders in 19,104 16,945 0 0 month before rights recovered at end of at end of last month reporting annual report reporting period before annual report period-end disclosed disclosed Particulars about shares held above 5% by shareholders or top ten shareholders Number of Total Amou share shareholder nt of Amount of Proport Changes pledged/froz ion of s at the restrict un-restrict Full name of Shareholders Nature of shareholder in report en shares end of ed ed shares held period State Am report shares held of oun period held share t Domestic non Luoniushan Co., Ltd. 16.90% 61,515,370 325,100 0 61,515,370 state-owned corporate Domestic nature Pan Guoping 8.48% 30,879,791 0 0 30,879,791 person First Shanghai Securities Limited Foreign corporate 2.62% 9,552,798 -208200 0 9,552,798 Changxin Fund- Shanghai Pudong Development Bank - Gold Investment Other 1.93% 7,030,042 -923807 0 7,030,042 Asset No.2 Management Plan HGNH International Asset Management Co., Ltd – customer Foreign corporate 1.61% 5,859,302 5,859,302 0 5,859,302 deposit Domestic nature Hu Jianguo 1.56% 5,662,940 5,662,940 0 5,662,940 person Yangpu Tongrong Investment Domestic non 1.27% 4,618,800 0 0 4,618,800 Management Consultation Co., Ltd. state-owned corporate Domestic nature Zhang Fengxiu 1.07% 3,901,372 3,901,372 0 3,901,372 person 36 司公限有份股心中游旅海东大南海 2016 文全告报度年年 China Investment Securities (HK) Foreign corporate 1.00% 3,632,300 3,632,300 0 3,632,300 Co., Ld. – customer deposit CITRINE CAPITAL LIMITED Foreign corporate 0.90% 3,265,200 3,265,200 0 3,265,200 Strategy investors or general legal person becomes top 10 N/A shareholders due to rights issued The Company is unknown whether there exists associated relationship or Explanation on associated relationship or accordant action belongs to the consistent actor regulated by the Management Measure of among the aforesaid 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 un-restrict shares held at Type of shares Shareholders’ name Period-end Type Amount RMB common Luoniushan Co., Ltd. 61,515,370 61,515,370 share Domestically listed Pan Guoping 30,879,791 30,879,791 foreign share Domestically listed First Shanghai Securities Limited 9,552,798 9,552,798 foreign share Changxin Fund- Shanghai Pudong Development Bank RMB common 7,030,042 7,030,042 - Gold Investment Asset No.2 Management Plan share HGNH International Asset Management Co., Ltd – RMB common 5,859,302 5,859,302 customer deposit share RMB common Hu Jianguo 5,662,940 5,662,940 share Yangpu Tongrong Investment Management RMB common 4,618,800 4,618,800 Consultation Co., Ltd. share RMB common Zhang Fengxiu 3,901,372 3,901,372 share China Investment Securities (HK) Co., Ld. – customer RMB common 3,632,300 3,632,300 deposit share Domestically listed CITRINE CAPITAL LIMITED 3,265,200 3,265,200 foreign share Expiation on associated relationship or consistent The Company is unknown whether there exists associated relationship or belongs to actors within the top 10 un-restrict shareholders and the consistent actor regulated by the Management Measure of Information between top 10 un-restrict shareholders and top 10 Disclosure on Change of Shareholding for Listed Company among the other shareholders shareholders. Explanation on shareholders involving margin business N/A about top ten common stock shareholders with 37 司公限有份股心中游旅海东大南海 2016 文全告报度年年 un-restrict shares held Whether top ten common stock shareholders or top ten common stock shareholders with un-restrict shares held have a buy-back agreement dealing in reporting period □ Yes √ No The top ten common stock shareholders or top ten common stock shareholders with un-restrict shares held of the Company have no buy-back agreement dealing in reporting period. 2. Controlling shareholder of the Company Nature of controlling shareholders: community collective holding Type of controlling shareholders: legal person Legal person/perso Controlling shareholders Date of foundation Organization code Main operation business n in charge of the unit Business scope: planting and breeding industry; initiating industry; real estate development and management; building decoration works; sales of agricultural and animal by-products, aquatic products and feed processing; machinery and automobile and motorcycle parts, electronic products, metal Unified social credit materials (except for the Luoniushan Co., Ltd. Xu Zili 1987-12-19 code monopoly), chemical products 9146000284089747P (except for the monopoly)), household appliances, modern office supplies, stationery, daily necessities, building materials, sales of agricultural and native products; the development and construction of trading market; leasing services; warehousing services; collecting and remitting water and electricity costs. Equity of other domestic/oversea Found more details in full text of Annual Report 2016 of Luoniushan Co., Ltd.(Short form of the listed company control by stock: Luoniushan, Stock code: 000735) controlling shareholder as well as 38 司公限有份股心中游旅海东大南海 2016 文全告报度年年 stock-joint in report period Changes of controlling shareholders in reporting period □ Applicable √ Not applicable The Company had no changes of controlling shareholders in reporting period 3. Actual controller of the Company Nature of actual controller: domestic natural person Type of actual controller: natural person Whether obtained right of residence of other countries or Name of actual controller Nationality regions or not Xu Zili P.R.C No Xu Zili, male, was born in 1966, is a senior engineer with a master degree. He successively served as Vice President of Hubei Huangshi Mine Bureau Machinery; General Manager of Haikou Animal Husbandry Machinery Engineering Co., Ltd.; Chairman of Tianjin Baodi Agricultural Technology Co., Ltd.; he also served as standing committee of the Haikou 13th CPPCC; Vice Chairman and General Manager of Profession and title in latest five years the Company from August 2006 to November 2011; serves as Chairman of the Company since November 2011; he took as the 6th CPPCC member of Hainan Province, the 13th session of the standing committee of CPPCC of Haikou City, the deputy chairman of national federation of industry and agriculture industry chamber of commerce and the deputy chairman of Hainan Entrepreneur Society. Listed company in and out of China N/A controlled in past decades Changes of actual controller in reporting period □ Applicable √ Not applicable No changes of actual controllers for the Company in reporting period. Property right and controlling relationship between the actual controller and the Company is as follow: 39 司公限有份股心中游旅海东大南海 2016 文全告报度年年 Actual controller controlling the Company by entrust or other assets management □ Applicable √ Not applicable 4. Particulars about other legal person shareholders with over 10% shares held □ Applicable √ Not applicable 5. Limitation and reducing the holdings of shares of controlling shareholders, actual controllers, restructuring side and other commitment subjects □ Applicable √ Not applicable 40 司公限有份股心中游旅海东大南海 2016 文全告报度年年 Section VII. Preferred Stock □ Applicable √ Not applicable The Company had no preferred stock in the Period. 41 司公限有份股心中游旅海东大南海 2016 文全告报度年年 Section VIII. Particulars about Directors, Supervisors, Senior Executives and Employees I. Changes of shares held by directors, supervisors and senior executives Amo unt of Amou Share share nt of Share s held s shares Other s held Work at decre increas chan at ing Se Ag Start dated of office End date of office perio ased Title ed in ges perio Name statu x e term term d-beg in this (shar d-end s in this period e) (Shar (Shar perio (Share e) e) d ) (Shar e) Curr Li ently Chairman, Yuanbi General in M 66 2001-10-25 2017-05-22 0 0 0 0 0 Manager n offic e Curr ently Zhao Independent in F 64 2014-05-22 2017-05-22 0 0 0 0 0 Man Director offic e Curr Tang ently Independent Guopin in M 52 2014-05-22 2017-05-22 0 0 0 0 0 Director g offic e Curr Leng ently Independent Mingqu in M 61 2014-05-22 2017-05-22 0 0 0 0 0 Director an offic e Li Wei Director Leav M 55 2002-06-16 2016-05-30 0 0 0 0 0 42 司公限有份股心中游旅海东大南海 2016 文全告报度年年 e the offic e Curr ently Liu Director in M 48 2002-06-16 2017-05-22 0 0 0 0 0 Juntao offic e Curr Chairman of ently Huang supervisory in M 47 2002-06-16 2017-05-22 0 0 0 0 0 Wencai committee offic e Curr ently Wang Supervisor in F 50 2011-06-16 2017-05-22 0 0 0 0 0 Jialing offic e Leav Liu e the Xiangh Supervisor M 40 2014-05-22 2016-05-13 0 0 0 0 0 offic ai e Curr Fu Person in ently Zongre charge of in M 49 2015-04-15 2017-05-22 0 0 0 0 0 n finance offic e Curr Vice ently Wang president & Hongju in F 40 2008-04-27 2017-05-22 0 0 0 0 0 an secretary of offic the Board e Curr ently Chen Supervisor in M 51 2016-07-29 2017-05-22 1,287 0 0 0 1,287 Gang offic e Total -- -- -- -- -- -- 1,287 0 0 0 1,287 43 司公限有份股心中游旅海东大南海 2016 文全告报度年年 II. Changes of directors, supervisors and senior executives Name Title Type Date Reasons Leave the Li Wei Director 2016-05-30 For personal reason post Staff Leave the Liu Xianghai 2016-05-13 For personal reason Supervisor post III. Post-holding Professional background, major working experience and present main responsibilities in Company of directors, supervisors and senior executive Directors Mr. Li Yuanbin: born in June 1950, Han nationality, Master degree, MBA degree, senior engineer. He once held the position of Chairman of Board of Haikou Haiyuan Co. Ltd and Yangpu Tiandi Sunshine Industry Co., Ltd, director and general manager of the Company, now he is chairman of the Board and general manager, vice chairman of Hainan Entrepreneurs’ Association, and permanent member of Hainan Federation of Industry Chamber of Industry & Commerce and Vice-president of Hainan Provincial Association for Beverages Hotels and Food, and Vice-president of Hubei Commerce Association in Hainan Province. Mr. Liu Juntao: born in Oct. 1968, Han nationality, graduate degree, EMBA of China Europe International Business School. Mr. Liu once held the position of deputy director of Construction Bank branch, secretary of the Board of Director of Luoniushan Co. Ltd., Deputy General Manager of the Company and Deputy General Manager of Softto Co., Ltd., assistant president and Secretary of the Board of Tianmao Industry Group Co., Ltd., currently holds the post of Assistant President of AXA Insurance Co., Ltd. and serve as director of the Company since 2002. Ms. Wang Hongjuan, was born in Feb. 1976, Undergraduate Degree, an attorney; she serves as supervisor of the Company and Office Director, now she serves as vice president and secretary of the Board of the Company. Serve as the director of the Company since 2016. Independent Directors Ms. Zhao Man, born in February 1952, member of the CPC, Doctor of Economic, a professor and doctorial tutor. Professional affiliations so far: member of social sciences commission of the Ministry of Education, committee of experts member of the MHRSS, committee of experts member of the Ministry of Civil Affairs, director of academic council of the Center for Social Security Study of Wuhan University, the key research center for social sciences by CECC, standing director of The China Association for Labor Studies, standing director of China Social Insurance Association, member of Advisory Committee of Hubei Provincial Peoples Government, decision-support expert of CPC Hubei Provincial Committee, consultant expert of budget expert group for the 44 司公限有份股心中游旅海东大南海 2016 文全告报度年年 Wuhan People’s Congress Standing Committee and member of Expert Consultation Committee of CPC Hubei Provincial Committee Organization Department. Now she serves as independent director of Hubei Kaile Technology Co., Ltd. , Mayinglong Pharmaceutical Group Co., Ltd., and Wuhan Mingde Biological Technologies Co., Ltd. and she took post as independent director of the Company since May 2014. Mr. Tang Guoping, born in August 1964, graduated from Zhongnan University of Economics and Law. Hold Doctor Degree, a professor, Chinese CPA and member of CPC. He serves as professor in Zhongnan University of Economics and Law-School of Accounting, the director of Chinese Accounting Society, and serves as independent director of Cabio Biotechnology (Wuhan) Co., Ltd., Shengang Securities Co., Ltd., Shenzhen ShenZhuangZong Decoration Co., Ltd., and Wuhan Boiler Co., Ltd. He participated in (2012) the China Securities Regulatory Commission independent director training, and obtained the post qualification. He serves as independent directors of the Company since May 2014. Mr. Leng Mingquan, born in April 1955, on-job graduate and Master of Administration. He was secretary and section chief of CPC Suizhou Municipal propaganda Department and director of Haikou Office of the Suizhou Government. Now he serves as executive vice president, secretary and legal representative of the Confederation of Hainan Enterprise and Hainan Association of Enterpreneurs; executive chairman of Hainan labor relations tripartie meeting; inspector of Hainan Procuratorate; police-style inspector of Hainan Provincial Public Security Department; specially-invited inspector of Hainan Provincial Supervision Department; member of Hainan Provincial Literature Dederation; member of Hainan Federation of Social Science; member of Hainan Provincial Arbitration Committee; director of Hainan Enterprise Credit Evaluation Administration; Chairman of Hainan Dashun Movie & TV Cultrual Communication Co., Ltd.; independent director of Nanyang Shipping Group Co., Ltd. He serves as independent directors of the Company since May 2014. Supervisors Mr. Huang Wencai: was born in Jan. 1969, undergraduate degree, Mr. Huang once held the position of vice director of Haikou meat association factory, director of Haikou food Co. Ltd. and assistant of general manager of Haikou food Co. Ltd., deputy GM of Haikou Luoniushan Food Processing Co., Ltd. and currently held the post of deputy GM of Hainan Luoniushan Meat Co., Ltd.; he held the position of Chairman of Supervisory Committee of the Company since 2002. Ms. Wang Jialing: was born in February 1966, once served as accountant of financial dept of the Company; serves as deputy manager of the financial department of the Company. She serves as staff supervisor of the Company since 2011. Mr. Chen Gang, born in September 1966, the Han nationality, a junior accountant. He worked as accountant in 45 司公限有份股心中游旅海东大南海 2016 文全告报度年年 Hainan Sanya Phoenix Co., Ltd. from Feburay 1988 to June 1989, worked as chief accountant in Sanya Hardware Electrical Mall from July 1989 to September 1992, and serves as cost accounting, chief accountant, deputy GM and GM of the financial dept. in the Company since October 1992. He serves as staff supervisor of the Company since August 2016 Senior executives Mr. Fu Zongren, born in February 1967, intermediate accountant, served as financial manager of the Company, financial controller of Sanya Yalong Bay Universal Resort, and general manager of Financial Management Center of Hainan Sunup Group, and serves as the financial administrator of the Company since April 2015. Post-holding in shareholder’s unit □ Applicable √ Not applicable Post-holding in other unit □ Applicable √ Not applicable Punishment of securities regulatory authority in recent three years to the company’s current and outgoing directors, supervisors and senior management during the reporting period □ Applicable √ Not applicable IV. Remuneration for directors, supervisors and senior executives Decision-making procedures, recognition basis and payment for directors, supervisors and senior executives 1. Pursuant to the Company's Articles of Association, the pay of directors, supervisor personnel are approved by general meeting after the review of the board of directors and board of supervisors respectively; the pay of senior management is approved by the board. Directors, supervisors and senior managers get their payment corresponding to their post provided by the general meeting and the board meeting. 2. In line with performance of their duties, directors, independent directors and supervisors should receive the reimbursement from the Company on travel expense and Articles of Association implementation expense. Remuneration for directors, supervisors and senior executives in reporting period In 10 thousand Yuan Total Whether remuneration remuneration Post-holding Name Title Sex Age obtained from obtained from status the Company related party of (before taxes) the Company Currently in Li Yuanbin Chairman M 66 51.64 No office Independent Currently in Zhao Man F 64 3.6 No Director office Independent Currently in Tang Guoping M 52 3.6 No Director office 46 司公限有份股心中游旅海东大南海 2016 文全告报度年年 Leng Independent Currently in M 61 3.6 No Mingquan Director office Currently in Liu Juntao Director M 48 3.6 No office Li Wei Director M 55 Leave the post 3.6 No Currently in Huang Wencai Supervisor M 47 1.8 No office Liu Xianghai Supervisor M 40 Leave the post 4.33 No Currently in Wang Jialing Supervisor F 50 9.19 No office Director, Secretary Wang Currently in of the Board and F 40 33.25 No Hongjuan office Deputy GM Currently in Fu Zongren CFO M 49 31.3 No office Total -- -- -- -- 149.51 -- Delegated equity incentive for directors, supervisors and senior executives in reporting period □ Applicable √ Not applicable V. Particulars of workforce 1. Number of staff, professional composition and education background The number of current employees of parent company (people) 145 The number of current employees of main subsidiaries 0 (people) Total number of current employees (people) 145 The total number of current employees to receive pay (people) 145 The total number of retired staff and workers that the parent company and main subsidiaries need to bear the costs 0 (people) Professional composition Category of professional composition Number of professional composition (people) Production staff 80 Salesman 6 Technical staff 22 Financial staff 12 Administrative staff 25 47 司公限有份股心中游旅海东大南海 2016 文全告报度年年 Total 145 Education background Category of education Number (people) Junior college above 30 High shool and below 115 Total 145 2. Remuneration policy The compensation of company’s employees includes wages, bonuses, and benefits, which take the principle of distributing according to the work, giving priority to efficiency and taking count of equity simultaneously, wage increase adapting to the company’s business development and benefits improvement, optimizing the labor allocation, pay level agreeing with the local average in the same industry. Set or adjust the wage standards in accordance with the job valuation result, the local pay level in the same industry, the company’s annual operation target and operational budget, and the individual performance. 3. Training programs Strengthen the training of senior executives by combining the voluntary organization of training and the external training, widen the thought, and enhance the decision-making ability and modern operation and management ability. Strengthen the training of middle management, improve the overall quality of managers, improve the knowledge structure, and enhance the comprehensive management capability, innovation capability and implementation capability. Strengthen the training of professional and technical personnel, improve the theoretical level of technology and professional skills, and enhance the technological innovation, technical transformation capability. Strengthen the technical training of hotel service staff, constantly improve the professional skills and service skills of service staff, and enhance the ability to strictly fulfill their responsibilities. Strengthen the cultural training, improve the cultural level of personnel at all levels, and enhance the overall cultural quality of the staff team. 4. Labor outsourcing □ Applicable √ Not applicable 48 司公限有份股心中游旅海东大南海 2016 文全告报度年年 Section IX. Corporate Governance I. Corporate governance of the Company During reporting period, the Company further completed governance structure and system, perfected internal control mechanism and system construction and normalized corporate operation, strictly in accordance with relative rules and regulations of the Company Law, Securities Law and Listing Rules. Till end of reporting period, governance structure of the Company is basically in line with requirement of the Governance Rules of Listed Company. 1. During the reporting period, the Company’s general meeting, board meeting and supervisors meeting exercised the decision rights, execution rights and supervision rights respectively with clear responsibilities, mutual restrict, operation specification and effective operation. The procedures of meeting holding, proposal review, and decision-making in these three meetings were in compliance with relevant provisions. The board meeting comprises strategy and development committee, audit committee, nomination committee, remuneration and appraisal committee, who carry out smoothly their duties accordingly to their working conditions, providing a strong support for the board meeting’s major scientific management decision. 2. In strict accordance with the requirements of Rules Governing the Listing of Stock, directors performed its duties with honest, trust, diligence and independence, protected the legitimate rights and interests of minority shareholders with loyalty to their interests; Supervisors effectively supervised and checked independent directors, senior management and their financial situations. Is there any difference between the actual condition of corporate governance and relevant regulations about corporate governance for listed company from CSRC? □Yes √ No There are no differences between the actual condition of corporate governance and relevant regulations about corporate governance for listed company from CSRC. II. Independency of the Company relative to controlling shareholders’ in aspect of businesses, personnel, assets, organization and finance Statement of Five Independences between the Company and the Controlling Shareholders 1. Business Independence: the Company business operates independently with integrated structure, and is free from horizontal competition with controlling shareholders. The controlling shareholders do not intervene the Company’s operation either directly or indirectly. 2. Personnel Independence, the Company is independent on controlling shareholders in the aspects of labor, personnel and Remuneration management. 3. Assets Independence: the Company has proprietary rights and control rights on its assets. Controlling shareholders occupy no assets or funds of the listed company. 4. Institution Independence: the company's board of directors and board of supervisors, managers and other 49 司公限有份股心中游旅海东大南海 2016 文全告报度年年 internal institutions operate independently and manage independently with integrated structures. 5. Financial Independence: the Company has an independent financial sector, and sets up independent accounting system and financial management system. The Company opens independent bank accounts and pay independent taxes to laws without controlling shareholders’ intervention. III. Horizontal competition □ Applicable √ Not applicable IV. In the report period, the Company held annual shareholders’ general meeting and extraordinary shareholders’ general meeting 1. Annual Shareholders’ General Meeting in the report period Ratio of Session of investor Type Date Date of disclosure Index of disclosure meeting participat ion The “Resolution Notice of Annual Annual Shareholders’ General Meeting of 2015” Annual general (No.: 2016-011) published on Securities general 0.04% 2016-04-19 2016-04-20 meeting Times, Hong Kong Commercial Daily and meeting 2015 Juchao website (https://www.cninfo.com.cn) dated 20 April 2016 respectively The “Resolution Notice of First First Extraordi Extraordinary Shareholders Meeting of Extraordina nary 2016” (No.: 2016-032) published on ry sharehol 0.03% 2016-08-30 2016-08-31 Securities Times, Hong Kong Commercial Shareholder ders Daily and Juchao website s Meeting meeting (https://www.cninfo.com.cn) dated 31 August of 2016 2016 respectively 2. Request for extraordinary general meeting by preferred stockholders whose voting rights restore □ Applicable √ Not applicable V. Responsibility performance of independent directors 1. The attending of independent directors to Board meetings and general meeting The attending of independent directors to Board Meeting Name of Times of Times of Times of Times of Times of Absent the 50 司公限有份股心中游旅海东大南海 2016 文全告报度年年 independent Board meeting Presence attending by entrusted Absence Meeting for director supposed to communicatio presence the second attend in the n time in a row report period (Y/N) Zhao Man 5 1 4 0 0 No Tang Guoping 5 1 4 0 0 No Leng Mingquan 5 1 4 0 0 No Times for attending general meeting 2 from independent directors Explanation of absent the Board Meeting for the second time in a row Nil 2. Objection for relevant events from independent directors Independent directors come up with objection about Company’s relevant matters □Yes √No Independent directors has no objections for relevant events in reporting period 3. Other explanation about responsibility performance of independent directors The opinions from independent directors have been adopted √ Yes □ No Explanation on advice that accepted/not accepted from independent directors Suggestion of re-enforce foreign capital introduction and good assets while operated currently main business with purpose of change the single operation in main business. Till end of the report disclosed, majority shareholder of the Company – Luoniushan Co., Ltd. is planning to fulfill the committmetns, and with major assets reorganization concerned, stock of the Company suspended since 15 Feburary 2017 VI. Duty performance of the special committees under the board during the reporting period The board meeting comprises four special committees, who carry out smoothly their duties accordingly to their working conditions, providing a strong support for the board meeting’s major scientific management decision. Each special committee performed their duties as follows: 1. Audit Committee During the reporting period, the audit committee audited the first quarter and the three quarter financial report of 2016, and the 2016 semi-annual financial report. In the process of annual financial report auditing 2016 process, audit committee members worked in accordance with the relevant requirements by faithfully performing audit committee’s responsibilities: Before the entrance of annual examination certified public accountants, the audit committee members listened to the management statements of the Company's operating condition in 2016 and the financial status as well as the report on annual financial report audit work arrangement of 2016, communicated with annual examination 51 司公限有份股心中游旅海东大南海 2016 文全告报度年年 certified public accountants about issues such as personnel structure of the working group, audit plan, risk judgment, annual audit focus and so on; In early January 2017, in annual report audit process, audit committee members listened to the work report by annual examination certified public accountants and the company management; At the middle of March 2017, audit committee members reviewed submitted financial and accounting reports. The financial and accounting reports audited was formatted strictly to Accounting Standards for Business Enterprises and Accounting System for Business Enterprises, and this report fairly reflected the Company’s assets, liabilities, rights and interests and operating situation without significant errors and omissions. The annual audit report of 2016 by audit institutions was agreed to be submitted to the board. The Company's board of directors regarded that the external auditors Lixin Certified Public Accountants (special ordinary partnership) faithfully performed the audit responsibility, and suggested to renew as the Company’s annual financial audit of 2017. 2. Remuneration committee During the reporting period, the remuneration committee members of the Company board carried out their duties strictly to relevant regulations, inspected remuneration policies and programs for directors, supervisors and senior managers, led the company to perfect the remuneration system, and appraised the performance of directors, supervisors and senior management according to senior manager remuneration appraisal. By the end of the reporting period, the Company has not implemented option scheme. In reporting period, the Company formulated a Remuneration Management System of Directors, Supervisors and Senior Executives, and the system has deliberated and approved by the Board and Shareholders’ general meeting. 3. Strategy committee During the reporting period, the board strategy committee put forward valuable opinions on decision-making such as development planning and investment decisions, thus enhanced the scientific decision-making and core competitiveness of the Company, improved the Company’s efficiency of major investment decisions and decision quality. 4. Nomination committee During the reporting period, on May 30, 2016, Mr. Li Wei, the former Director of the Company, requested to resign the Director position since May 30, 2016 for personal reasons. On August 11, 2016, the tenth interim meeting of the eighth board of directors of the company and 2016 first extraordinary general meeting decided to engage Ms. Wang Hongjuan as the company’s Director, and her tenure is the same as the eighth board of directors of the company. VII. Works from Supervisory Committee The Company has risks in reporting period that found in supervisory activity from supervisory committee □ Yes √ No Supervisory committee has no objection about supervision events in reporting period VIII. Examination and incentives of senior management 1. Pursuant to People-oriented Principle, the Company employs outstanding persons in long-term, and admits the best candidates on the premise of openness, fairness, justice. Those who pass trial comprehensive appraisal and be nominated by general managers and approved by the board meeting can be employed as senior management of the 52 司公限有份股心中游旅海东大南海 2016 文全告报度年年 Company. 2. The Company adopts a clear appraisal system in which assessment methods are made to the performance and duty fulfillment of senior management. Assessments are carried out monthly and annually by the same level and higher level and the results are taken as factors for post lift and rewards and punishment of senior management. 3. The company sets up effective incentive mechanism, including material incentives and spiritual incentives. The clear rewards and punishments, balance between remuneration and work performance, survival of fittest encourage senior management to make constantly progress and improve their own comprehensive ability which in turn help the Company develop rapidly. IX. Internal Control 1. Details of major defects in IC appraisal report that found in reporting period √ Yes □ No Details of major defects in appraisal report of internal control that found in reporting period The company’s board of directors has made self-evaluation to the validity of design and operation of the company’s internal controls up to December 31, 2016 in accordance with the requirements of "Basic Norms of Enterprise Internal Control", "Evaluation Guidelines of Enterprise Internal Control" and other laws and regulations, and issued "2016 annual evaluation report of internal control" of the company, and made following conclusions: during the reporting period, the company has no significant internal control deficiencies, maintain effective IC of the financial report in all major areas. There are no major defects being found in the IC of non-financial reports, and no factors being found that can be impact the effectiveness of the evaluation conclusion in internal control 2. Appraisal Report of Internal Control Disclosure date of full internal control 2017-03-31 evaluation report Disclosure index of full internal control Relevant information found in Self-evaluation Report of Internal Control for 2016 evaluation report published on Juchao Website dated 31 March 2017. The ratio of the total assets of units included in the scope of evaluation accounting for the total assets on the 100.00% company's consolidated financial statements The ratio of the operating income of units included in the scope of evaluation accounting for the operating income on 100.00% the company's consolidated financial statements Defects Evaluation Standards Category Financial Reports Non-financial Reports 53 司公限有份股心中游旅海东大南海 2016 文全告报度年年 Major deficiencies: fraud of directors, supervisors Major deficiencies: the company is lack of democratic and senior management; material misstatements decision-making process; the company’s decision-making are found in current financial statements by the process leads to major mistakes; the company violates the certified public accountant but are not found in state laws and regulations and is severely punished; serious the process of internal control; the supervision of brain drain of the company’s senior management personnel the audit committee to the company’s external and senior technical staff; frequent negative news on media financial reports and internal control of financial covering a wide range and the negative effects are not reports is invalid. eliminated; the company’s significant business is lack of Significant deficiencies: the selection and system control or systematic-ness is invalid; the major application of accounting policies are not in deficiencies and significant deficiencies of the company’s accordance with the GAAP; anti-fraud program internal controls have not been rectified and reformed; the Qualitative and control measures have not been established; company is punished by CSRC or warned by stock exchange. criteria the accounting treatment of unusual or special Significant deficiencies: the company has democratic transactions has no appropriate control decision-making process which is not complete; the mechanisms or have not implemented the control company’s decision-making process leads to general mechanisms and has no appropriate compensatory mistakes; the company violates the enterprise internal controls; the control to period-end financial regulations which causes losses; serious brain drain of the reporting process has one or more deficiencies company’s business personnel in key positions; negative news and cannot reasonably ensure that the on media affecting local areas; the company’s significant organizational financial statements are true and business system has deficiencies; the significant deficiencies accurate. and general deficiencies of the company’s internal controls General deficiencies: other internal control have not been rectified and reformed; deficiencies do not constitute major or significant General deficiencies: other internal control deficiencies do deficiencies. not constitute major or significant deficiencies. Major deficiencies: misstatements ≥ 10% of Major deficiencies: misstatements ≥ direct property loss of total profits; 100,000 Yuan; Quantitative Significant deficiencies: 5% of total profits ≤ Significant deficiencies: direct property loss of 10,000 Yuan ≤ standard misstatements <10% of total profits; misstatements < direct property loss of 100,000 Yuan; General deficiencies: misstatements <5% of total General deficiencies: misstatements < direct property loss of profits. 10,000 Yuan. Amount of significant 0 defects in financial reports Amount of significant defects in 0 non-financial reports Amount of important defects 0 in financial 54 司公限有份股心中游旅海东大南海 2016 文全告报度年年 reports Amount of important defects 0 in non-financial reports X. Auditing report of internal control √Applicable □ Not applicable Deliberations in Internal Control Audit Report To All Shareholders of Hainan Dadonghai Tourism Center (Holdings) Co., Ltd.: In accordance with Audit Guideline for Enterprise Internal Control and relevant requirement of the practicing standards of Chinese Certified Public Accountant, we audited the effective-ness of the financial report’s internal control for Hainan Dadonghai Tourism Center (Holdings) Co., Ltd. (the Company) dated 31 December 2016. I. As for responsibility of internal control The Company established and improved and implemented internal control effectively pursuit to Basic Norms of Enterprises Internal Control, Supporting Guidelines for Enterprise Internal Control and Evaluation Guild lines for Enterprises Internal Control, and board of the director is responsible for evaluating its effectiveness. II. Auditor’s responsibilities Our responsibility is to express an opinion on the effectiveness of internal control for the financial statements based on our audit. And disclosed major deficits of noted internal control without financial statement concerned. III. Inherent feature of internal control The internal control has an inherent limitation, and exist mistakes that can not prevent and being discovered. Moreover, the internal control might be inappropriate due to the changes of conditions, or fails to follow the controlling policies and procedures, to speculate future effectiveness of the internal control in line with the auditing result has a certain risks. IV. Auditing opinion: in our opinion The Company, in line with Basic Norms of Enterprises Internal Control and relevant regulations, shows an effectiveness internal control of financial report in all major aspects dated 31 December 2016. BDO CHINA Shu Lun Pan Certified Public Accountant of China: Zhu Jianqing Certified Public Accountants LLP Certified Public Accountant of China: Liu Zebo Shanghai, China 29 March 2017 Disclosure details of audit Disclosed report of internal control Disclosure date of audit report 2017-03-31 of internal control (full-text) Index of audit report of Relevant information found in Self-evaluation Report of Internal Control for internal control (full-text) 2016 published on Juchao Website dated 31 March 2017. Opinion type of auditing Standard unqualified 55 司公限有份股心中游旅海东大南海 2016 文全告报度年年 report of IC whether the non-financial No report had major defects Carried out modified opinion for internal control audit report from CPA □Yes √ No The internal control audit report, issued by CPA, has concerted opinion with self-evaluation report, issued from the Board √ Yes □ No 56 司公限有份股心中游旅海东大南海 2016 文全告报度年年 Section X. Corporation bonds Whether or not the Company public offering corporation bonds in stock exchange, which undue or without payment in full at maturity on the approval date for annual report disclosed No 57 司公限有份股心中游旅海东大南海 2016 文全告报度年年 Section XI. Financial Report I. Audit report Type of audit opinion Standard unqualified opinion Signing date of audit report 2017-03-29 Name of audit institute BDO CHINA Shu Lun Pan Certified Public Accountants LLP Document serial of audit report PCPAR [2017] No.ZA1096 Name of the CPA Zhu Jianqing, Liu Zebo Auditor’s Report To All Shareholders of Hainan Dadonghai Tourism Center (Holdings) Co., Ltd.: We have audited the accompanying financial statements of Hainan Dadonghai Tourism Center (Holdings) Co., Ltd. (hereinafter referred to as “the Company”), which comprise the balance sheet as at December 31, 2016, and the income statement, statement of cash flows and statement of changes in owners’ equity for the year then ended, and notes to the financial statements. I. Management’s Responsibilities for the Financial Statements Management of the Company is responsible for the preparation and fair presentation of these financial statements. This responsibility includes: (1) preparing the financial statements in accordance with the requirements of Accounting Standards for Business Enterprises to achieve a fair presentation; (2) designing, implementing and maintaining internal control that is necessary to ensure that the financial statements are free from material misstatements, whether due to frauds or errors. II. Auditor’s Responsibilities Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with Auditing Standards for Certified Public Accountants in China. Those standards require that we comply with professional and ethical requirements of Chinese certified public accountants, and plan and perform the audit to obtain reasonable assurance whether the financial statements are free from material misstatements. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor’s judgments, including the assessment of the risks of material misstatements of the financial statements, whether due to fraud or error. In making those risk assessments, we consider the internal control relevant to the preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the internal control. An audit also includes evaluating the appropriateness of accounting policies 58 司公限有份股心中游旅海东大南海 2016 文全告报度年年 used and the reasonableness of accounting estimates made by the management, as well as evaluating the overall presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion. III. Opinion In our opinion, the financial statements of the Company are prepared, in all material respects, in accordance with Accounting Standards for Business Enterprises and present fairly the financial position of the Company as at December 31, 2016 and its operating results and cash flows for the year then ended. BDO CHINA Shu Lun Pan Certified Public Accountant of China:Zhu Jianqing Certified Public Accountants LLP Certified Public Accountant of China:Liu Zebo Shanghai, China 29 March 2017 II. Financial Statement Expressed in Renminbi unless otherwise stated 1. Balance sheet Prepared by HAINAN DADONGHAI TOURISM CENTER (HOLDINGS) CO., LTD. 2016-12-31 In RMB Item Closing Balance Opening Balance 期 Current assets: Monetary funds 27,210,248.01 19,782,392.26 Settlement funds Lending funds Financial liability measured by fair value and with variation reckoned into current gains/losses Derivative financial liability Notes receivable Accounts receivable 690,444.72 460,197.28 Prepayments 58,783.23 42,358.16 Insurance receivable Reinsurance receivables Contract reserve of reinsurance receivable Interest receivable 59 司公限有份股心中游旅海东大南海 2016 文全告报度年年 Dividends receivable Other receivables 174,103.52 211,946.37 Purchase restituted finance asset Inventories 219,179.72 218,075.43 Divided into assets held for sale Non-current assets maturing within one year 584,369.42 532,500.00 Other current assets 1,876,449.22 Total current assets 30,813,577.84 21,247,469.50 Non-current assets: Loans and payments on behalf Available-for-sale financial assets 4,500,000.00 Held-to-maturity investments Long-term receivables Long-term equity investments Investment real estate 9,333,527.55 Fixed assets 40,395,680.91 51,279,986.58 Construction in progress Project materials Disposal of fixed assets Productive biological assets Oil and natural gas assets Intangible assets 23,830,023.36 26,351,390.52 Research and development costs Goodwill Long-term deferred expenses 1,071,343.97 1,508,750.00 Deferred tax assets Other non-current assets Total non-current assets 74,630,575.79 83,640,127.10 Total assets 105,444,153.63 104,887,596.60 Current liabilities Short-term borrowings Loan from central bank Absorbing deposit and interbank deposit Capital borrowed 60 司公限有份股心中游旅海东大南海 2016 文全告报度年年 Financial liability measured by fair value and with variation reckoned into current gains/losses Derivative financial liability Notes payable Accounts payable 1,967,565.51 2,415,602.37 Accounts received in advance 1,894,524.28 1,153,854.95 Selling financial asset of repurchase Commission charge and commission payable Wage payable 2,148,514.36 2,150,364.40 Taxes payable 582,944.27 -1,422,221.33 Interest payable Dividend payable Other accounts payable 23,084,504.73 23,652,528.28 Reinsurance payables Insurance contract reserve Security trading of agency Security sales of agency Divided into liability held for sale Non-current liabilities due within 1 year Other current liabilities Total current liabilities 29,678,053.15 27,950,128.67 Non-current liabilities: Long-term loans Bonds payable Including: preferred stock Perpetual capital securities Long-term account payable Long-term wages payable Special accounts payable Projected liabilities 1,489,685.04 Deferred income Deferred income tax liabilities Other non-current liabilities Total non-current liabilities 1,489,685.04 Total liabilities 31,167,738.19 27,950,128.67 61 司公限有份股心中游旅海东大南海 2016 文全告报度年年 Owners’ equity: Share capita 364,100,000.00 364,100,000.00 Other equity instrument Including: preferred stock Perpetual capital securities Capital public reserve 54,142,850.01 54,142,850.01 Less: Inventory shares Other comprehensive income Reasonable reserve Surplus reserve Provision of general risk Retained profit -343,966,434.57 -341,305,382.08 Total owner’s equity attributable to parent Company 74,276,415.44 76,937,467.93 Minority interests Total owner’s equity 74,276,415.44 76,937,467.93 Total liabilities and owner’s equity 105,444,153.63 104,887,596.60 Legal Representative: Li Yuanbin Accounting Principal: Fu Zongren Accounting Firm’s Principal: Fu Zongren 2. Profit statement In RMB Current Item Last Period Period I. Total operating income 21,708,883.51 15,885,922.90 Including: Operating income 21,708,883.51 15,885,922.90 Interest income Insurance gained Commission charge and commission income II. Total operating cost 25,781,573.48 25,359,928.19 Including: Operating cost 10,258,440.62 7,873,049.71 Interest expense Commission charge and commission expense Cash surrender value Net amount of expense of compensation 62 司公限有份股心中游旅海东大南海 2016 文全告报度年年 Net amount of withdrawal of insurance contract reserve Bonus expense of guarantee slip Reinsurance expense Operating tax and extras 1,412,039.97 917,481.10 Sales expenses 4,931,333.26 5,722,072.82 Administration expenses 9,374,635.91 10,272,262.86 Financial expenses -193,645.29 -109,213.80 Losses of devaluation of asset -1,230.99 684,275.50 Add: Changing income of fair value(Loss is listed with “-”) Investment income (Loss is listed with “-”) 1,390,918.55 422,000.00 Including: Investment income on affiliated Company and joint venture Exchange income (Loss is listed with “-”) III. Operating profit (Loss is listed with “-”) -2,681,771.42 -9,052,005.29 Add: Non-operating income 69,606.00 1,664,926.64 Including: Disposal earnings of non-current asset Less: Non-operating expense 48,887.07 90,787.75 Including: Disposal loss of non-current asset 48,887.07 90,560.75 IV. Total Profit (Loss is listed with “-”) -2,661,052.49 -7,477,866.40 Less: Income tax V. Net profit (Net loss is listed with “-”) -2,661,052.49 -7,477,866.40 Net profit attributable to owner’s equity of parent Company -2,661,052.49 -7,477,866.40 Minority shareholders’ gains and losses VI. Net after-tax of other comprehensive income Net after-tax of other comprehensive income attributable to owners of parent company (I) Other comprehensive income items which will not be reclassified subsequently to profit of loss 1. Changes as a result of re-measurement of net defined benefit plan liability or asset 2. Share of the other comprehensive income of the investee accounted for using equity method which will not be reclassified subsequently to profit and loss (II) Other comprehensive income items which will be reclassified subsequently to profit or loss 1. Share of the other comprehensive income of the investee accounted for using equity method which will be reclassified subsequently to profit or loss 2. Gains or losses arising from changes in fair value of available-for-sale financial assets 63 司公限有份股心中游旅海东大南海 2016 文全告报度年年 3. Gains or losses arising from reclassification of held-to-maturity investment as available-for-sale financial assets 4. The effect hedging portion of gains or losses arising from cash flow hedging instruments 5. Translation differences arising on translation of foreign currency financial statements 6. Other Net after-tax of other comprehensive income attributable to minority shareholders VII. Total comprehensive income -2,661,052.49 -7,477,866.40 Total comprehensive income attributable to owners of parent Company -2,661,052.49 -7,477,866.40 Total comprehensive income attributable to minority shareholders VIII. Earnings per share: (i) Basic earnings per share -0.0073 -0.0205 (ii) Diluted earnings per share -0.0073 -0.0205 As for the merger under the same control, the merged party has net profit of 0 Yuan before combination, while 0 Yuan net profit for the last period Legal Representative: Li Yuanbin Accounting Principal: Fu Zongren Accounting Firm’s Principal: Fu Zongren 3. Cash flow statement In RMB Item Current Period Last Period I. Cash flows arising from operating activities: Cash received from selling commodities and providing labor services 22,525,732.45 18,373,063.44 Net increase of customer deposit and interbank deposit Net increase of loan from central bank Net increase of capital borrowed from other financial institution Cash received from original insurance contract fee Net cash received from reinsurance business Insured savings and net increase of investment Net increase of amount from disposal financial assets that measured by fair value and with variation reckoned into current gains/losses Cash received from interest, commission charge and commission Net increase of capital borrowed Net increase of returned business capital 64 司公限有份股心中游旅海东大南海 2016 文全告报度年年 Write-back of tax received 4,801.73 Other cash received concerning operating activities 584,448.51 2,081,380.90 Subtotal of cash inflow arising from operating activities 23,114,982.69 20,454,444.34 Cash paid for purchasing commodities and receiving labor service 5,520,980.68 5,408,681.93 Net increase of customer loans and advances Net increase of deposits in central bank and interbank Cash paid for original insurance contract compensation Cash paid for interest, commission charge and commission Cash paid for bonus of guarantee slip Cash paid to/for staff and workers 9,341,192.06 8,669,137.40 Taxes paid 2,515,054.34 2,666,423.71 Other cash paid concerning operating activities 2,971,383.59 5,455,727.58 Subtotal of cash outflow arising from operating activities 20,348,610.67 22,199,970.62 Net cash flows arising from operating activities 2,766,372.02 -1,745,526.28 II. Cash flows arising from investing activities: Cash received from recovering investment 9,000,000.00 9,000,000.00 Cash received from investment income 961,165.05 422,000.00 Net cash received from disposal of fixed, intangible and other long-term 4,929,753.50 7,510.00 assets Net cash received from disposal of subsidiaries and other units Other cash received concerning investing activities 29,081.45 Subtotal of cash inflow from investing activities 14,920,000.00 9,429,510.00 Cash paid for purchasing fixed, intangible and other long-term assets 1,258,516.27 1,451,881.00 Cash paid for investment 9,000,000.00 9,000,000.00 Net increase of mortgaged loans Net cash received from subsidiaries and other units Other cash paid concerning investing activities Subtotal of cash outflow from investing activities 10,258,516.27 10,451,881.00 Net cash flows arising from investing activities 4,661,483.73 -1,022,371.00 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 Cash paid for settling debts 65 司公限有份股心中游旅海东大南海 2016 文全告报度年年 Cash paid for dividend and profit distributing or interest paying Including: Dividend and profit of minority shareholder paid by subsidiaries Other cash paid concerning financing activities Subtotal of cash outflow from financing activities Net cash flows arising from financing activities IV. Influence on cash due to fluctuation in exchange rate V. Net increase of cash and cash equivalents 7,427,855.75 -2,767,897.28 Add: Balance of cash and cash equivalents at the period -begin 19,782,392.26 22,550,289.54 VI. Balance of cash and cash equivalents at the period -end 27,210,248.01 19,782,392.26 4. Statement on Changes of Owners’ Equity Current Period In RMB Current Period Owners’ equity attributable to the parent Company Other equity instrum ent P e Ot r he R Pr M p r e Le ov in et co as S ss: isi or P u m o ur In on it re al pr n pl Item ve of y Total owners’ fe c Capital eh a us Share capital nto ge Retained profit in equity rr a reserve en bl re O ry ne te e p si e se th sh ra re d it ve re rv er are l st st al in se e s ris s o s co rv k c e m e k c e u ri ti e s I. Balance at the end of the last year 364,100,000.00 54,142,850.01 -341,305,382.08 76,937,467.93 Add: Changes of accounting policy Error correction of the last 66 司公限有份股心中游旅海东大南海 2016 文全告报度年年 period Enterprise combine under the same control Other II. Balance at the beginning of this 364,100,000.00 54,142,850.01 -341,305,382.08 76,937,467.93 year III. Increase/ Decrease in this year -2,661,052.49 -2,661,052.49 (Decrease is listed with “-”) (i) Total comprehensive income -2,661,052.49 -2,661,052.49 (ii) Owners’ devoted and decreased capital 1.Common shares invested by shareholders 2. Capital invested by holders of other equity instruments 3. Amount reckoned into owners equity with share-based payment 4. Other (III) Profit distribution 1. Withdrawal of surplus reserves 2. Withdrawal of general risk provisions 3. Distribution for owners (or shareholders) 4. Other (IV) 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. Other (V) Reasonable reserve 1. Withdrawal in the report period 2. Usage in the report period (VI)Others IV. Balance at the end of the report 364,100,000.00 54,142,850.01 -343,966,434.57 74,276,415.44 period Last Period In RMB Last Period Owners’ equity attributable to the parent Company M Other Le Ot R S Pr in Item Total owners’ equity Capital ss: he e ur ov or Share capital Retained profit equity instrum reserve In r as pl isi it ent ve co o us on y 67 司公限有份股心中游旅海东大南海 2016 文全告报度年年 P nt m n re of in er or pr a se ge te p y eh bl rv ne re P et sh en e e ral st re u are si re ris s fe al s ve se k rr c in rv O e a co e th d pi m er st ta e o l c se k c ur iti es I. Balance at the end of the last year 364,100,000.00 54,142,850.01 -333,827,515.68 84,415,334.33 Add: Changes of accounting policy Error correction of the last period Enterprise combine under the same control Other II. Balance at the beginning of this 364,100,000.00 54,142,850.01 -333,827,515.68 84,415,334.33 year III. Increase/ Decrease in this year -7,477,866.40 -7,477,866.40 (Decrease is listed with “-”) (i) Total comprehensive income -7,477,866.40 -7,477,866.40 (ii) Owners’ devoted and decreased capital 1.Common shares invested by shareholders 2. Capital invested by holders of other equity instruments 3. Amount reckoned into owners equity with share-based payment 4 Other (III) Profit distribution 1. Withdrawal of surplus reserves 2. Withdrawal of general risk provisions 3. Distribution for owners (or shareholders) 4. Other (IV) Carrying forward internal owners’ equity 1. Capital reserves conversed to 68 司公限有份股心中游旅海东大南海 2016 文全告报度年年 capital (share capital) 2. Surplus reserves conversed to capital (share capital) 3. Remedying loss with surplus reserve 4. Other (V) Reasonable reserve 1. Withdrawal in the report period 2. Usage in the report period (VI)Others IV. Balance at the end of the report 364,100,000.00 54,142,850.01 -341,305,382.08 76,937,467.93 period III. Company basic status Hainan Dadonghai Tourism Center (Holdings) Co., Ltd. (hereinafter referred to as “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. The Company operates business in the industry of tourism and catering services. As of December 31, 2016, the Company’s total capital stock is 364,100,000 shares. 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 (Duplicate) is 4600001003983. The legal registerred residence is Dadonghai, Hedong District, Sanya. 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). The Company’s largest shareholder is the Hainan Luoniushan (Holdings) Co., Ltd. 69 司公限有份股心中游旅海东大南海 2016 文全告报度年年 These financial statements have been approved by all directors of the Company on March 29, 2017 for disclosure. Until December 31, 2016, the scope of consolidation (aggregation) of financial statements as below: Company Name Relationship South China Grand Hotel of Hainan Dadonghai Tourism Center (Holdings) Co., Ltd (hereinafter Subsidiary referred to as “South China Grand Hotel”) IV. Basis of preparation for financial statements 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 concrete accounting standards, Accounting Standards for Business Enterprises – Application Guidelines, 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 2014) by the China Securities Regulatory Commission. 2. Going concern The Company currently has sufficient operating capital and no debt service pressure, the business circumstance has been improved after the new general manager of the Company’s subsidiary South China Hotel worked in the year of 2016. So far, the Company is operating normal and expected to continue operate as going concern in the next twelve months. Note: evaluate the sustainable management ability of 12 months since end of the period. If the evaluation results have significant doubt on sustainable ability, disclose the reasons and improvement measures that the company plans to implemented V. Principal accounting policies and estimates Whether the company needs to comply with the disclosure requirements of the particular industry 70 司公限有份股心中游旅海东大南海 2016 文全告报度年年 No Tips of accounting policies and estimates: Nil 1. 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 as at December 31, 2016, and its operating results, cash flows and other related information for the year then ended. 2. Accounting period The accounting year is from January 1 to December 31 in calendar year. 3. Operating cycle The operating cycle of the Company is twelve months. Note: as for the operating cycle less than 12 months, and the trade cycle is the liquidity criteria for assets and liabilities, explain the operating cycle and determine basis 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 6. Methods for preparation of consolidated financial statements 7. Accounting treatment for joint venture and joint operation 8. 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. 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. 71 司公限有份股心中游旅海东大南海 2016 文全告报度年年 9. Foreign business and 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. Balances of foreign currency monetary items are measured at the spot exchange rate on the balance sheet date. The exchange difference arising therefrom 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 therefrom shall be included in the current profit and loss or capital reserves. Note: explain the definite method of conversion rate while foreign currency trading occurred, on balance sheet date, the conversion method for foreign currency monetary items, the treatment of exchange gain or loss and the accounting treatment of translation of foreign currency statements 10. 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 and whose variation is included in the 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, held-to-maturity investments, accounts receivables, available-for-sale financial assets and other financial liabilities, etc. 2. Recognition basis and measurement method of financial instruments (1) Financial assets (financial liabilities) measured at fair value and whose variation is included in the 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. 72 司公限有份股心中游旅海东大南海 2016 文全告报度年年 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. 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) Held-to-maturity investments Held-to-maturity investments are initially recorded at fair values plus the related trade expenses when acquired (deducting bond interests that have matured but not been drawn). The interest revenue calculated at amortization cost and effective interest rate (nominal interest rate is adopted when the difference between the actual interest rate and the nominal interest rate is minor) during the holding period is recognized as investment income. Effective interest is recognized when obtained, and remains unchanged in the predictable holding period or applicable shorter period. The difference between the amount received and the book value of the investment is included in the investment profit and loss upon disposal. (3) 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. (4) Available-for-sale financial assets Available-for-sale financial assets are initially recorded at fair values plus the related trade expenses when acquired (deducting cash dividends that have been declared but not been paid or bond interests that have matured but not been drawn). The interests or cash dividends to be received during the holding period are recognized as investment income. It is measured in fair value at the end of the period and change in fair values is included in other comprehensive income at the end of the period. However, the equity instrument investments unquoted in an active market and whose fair value cannot be measured reliably, and the derivative financial assets which are connected with the said equity instrument and must be settled by delivering the said equity instrument shall be measured on the costs basis. The difference between the amount received and the book value of the financial asset is included in the investment profit and loss upon disposal. Meanwhile, the corresponding part of fair value accumulated change accounted as other comprehensive income is transferred into investment profit or loss. 73 司公限有份股心中游旅海东大南海 2016 文全告报度年年 (5) 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; (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 a new financial liability. Where substantial revisions are made to some or all of the contractual stipulations of the existing 74 司公限有份股心中游旅海东大南海 2016 文全告报度年年 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 instruments with active market, their fair values are determined with quoted market price. For financial instruments without active market, their fair values are determined by using valuation technique. During the valuation, the Company use valuation techniques that are appropriate in the circumstances and for which sufficient data and other information are available to measure fair value, select inputs that are consistent with the characteristics of the asset or liability that market participants would take into account in a transaction for the asset or liability, and give priority to the use of relevant ovservable inputs. Unobservable inputs are only adopted when relevant observable inputs cannot be obtained or are impracticable to obtain. 6. Providing of impairment provision on financial assets ( exclude receivable accounts) The Company performs inspection on the book value of financial assets apart from those financial assets measured at fair value through current profit and loss on the balance sheet date. Impairment provision is required if objective evidences of impairment occurs to the financial assets. (1) Impairment provision of available-for-sale financial assets: If there is a serious decline in fair value of the available-for-sale financial assets at the end of the period, or such decline is not temporary after considering various factors, the impairment shall be confirmed, the accumulated losses due to decreases in fair value previously included in owner’s equity shall be rversed, the impairment loss shall be recognized. If, in a subsequent period, the carrying amount of available-for-sale debt instruments investments increases and the increase can be related objectively to an event occurring after the impairment was recognized, the previously recognized impairment losses are reversed, included in current profit or loss. The impairment losses of available-for-sale equity instruments cannot be reversed through profit or loss. 75 司公限有份股心中游旅海东大南海 2016 文全告报度年年 (2) Impairment provision of held-to-maturity investment: Measurement of held-to-maturity investment impairment loss is governed by measurement of account receivables impairment loss. 11. Accounts receivable (1) Provision for bad debts of account receivables that 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. 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 Method of provision for bad debts of include in current profit and loss. For accounts receivable with no impairment found after accounts receivable that are individually separate tests, they shall be included in corresponding portfolios for provisions for bad significant debts. For accounts receivable with confirmed impairment losses after separate tests, 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 Portfolio Provision for bad debts Account receivable accrual bad debt provision by group Aging analysis method Proportions of provision for bad debts on the basis of aging analysis in portfolios: √Applicable □Not applicable Proportion of provision for account Proportion of provision for other Aging receivable receivables 1-2 years 5.00% 5.00% 2-3 years 15.00% 15.00% 3-4 years 25.00% 25.00% 4-5 years 50.00% 50.00% More than five years 100.00% 100.00% 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 76 司公限有份股心中游旅海东大南海 2016 文全告报度年年 (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 Reason for bad debt and with objective evidence showing it may be impaired, and for uncollectible accounts provision provided on an receivable arising from repeal and liquidation of debtor after taking legal clearance procedures, individual basis their provision for bad 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 debt impairment losses. 12. Inventories Whether the company needs to comply with the disclosure requirements of the particular industry No 1. Classification of inventories Inventories are classified into raw materials, stock commodities, low-cost consumables, food materials, fuels, etc. 2. Measurement method of dispatched inventories 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 77 司公限有份股心中游旅海东大南海 2016 文全告报度年年 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 Perpetual inventory system is adopted. 5. Amortization method of low-cost consumables and packaging materials (1) Low-cost consumables are amortized at lump-sum method; (2) Packaging materials are amortized at lump-sum method. 13. Divided into assets held for sale 14. Long-term equity investments 1. Determination basis of joint control or significant influence over the investee Joint control is the relevant agreed sharing of control over an arrangement, and the arranged relevant activity must be decided under unanimous consent of the parties sharing control. When the Company and other joint parties do joint control and have rights to the net assets over an investee, the investee shall be the Company’s 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. When an investing enterprise is able to have significant influences on an investee, the investee shall be its associate. 2. Determination of investment cost (1) Long-term equity investments acquired from business combinations 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 difference between the initial investment cost and the carrying amount of cash paid, non-cash assets transferred, liabilities assumed and par value of share issued shall be adjusted to the stock premium in the capital reserved; if there is no sufficient premium in the capital reserve for write-downs, the retained earnings are adjusted. When exercising control over an investee under common control due to additional investment or other 78 司公限有份股心中游旅海东大南海 2016 文全告报度年年 reasons, the initial investment cost of the long-term equity investment shall be determined by the absorbing party’s share of the net assets of the party being absorbed in the consolidated financial statements of the ultimate controlling party at combination date. The difference between the initial investment cost of the long-term equity investment at combination date and the sum of the total of the carrying amount of equity investment held by the acquirer before the combination date and the newly increased investment on the combination date shall be adjusted to share premium. If the balance of share premium is not sufficient, any excess shall be adjusted to retained earnings. 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. When exercising control over an investee not under common control due to additional investment or other reasons, in stand-alone financial statements, the investor shall change to the cost method and use the carrying amount of the previously-held equity investment, together with the additional investment cost, as the initial investment cost under the cost method. The audit, legal, valuation and consulting fees, other intermediary fees, and related administrative fees paid by the absorbing party or acquirer for the business combination, shall be recognized in profit or loss as invurred; the cost of issuing equity securities or debt securities as the combination consideration shall be included in the initial cost of the equity securities or debt securities. (2) Long-term equity investments 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. 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 together with relevant taxes unless there is any conclusive evidence that the fair values of the assets traded in are more reliable. If the exchange of non-monetary assets does not meet the above criteria, the book value of the assets traded out and relevant taxes 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. 3. Subsequent measurement and recognition of profit or loss (1) Long-term equity investment addopting cost method Long-term equity investments of the Company in its subsidiaries are accounted for at cost method, except for the actual price paid for acquisition of investment or the cash dividends or profits contained 79 司公限有份股心中游旅海东大南海 2016 文全告报度年年 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 current investment income. (2) Long-term equity investment addopting equity method A long-term equity investment in an associate or a joint venture shall be accounted for using the equity method. 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. The Company recognizes the share of the investee’s net profits or losses, as well as its share of the investee’s other comprehensive income, as investment income or losses and other comprehensive income, and adjusts the carrying amount of the investment accordingly. The carrying amount of the investment shall be reduced by the portion of any profit distributions or cash dividends declared by the investee that is attributable to the investor. The investor’s share of the investee’s owners’ equity changes, other than those arising from the investee’s net profit or loss, other comprehensive income or profit distribution, would be recognized in the investor’s equity, and the carrying amount of the long-term equity investment shall be adjusted accordingly. The Company recognizes its share of the investee’s net profits or losses after making appropriate adjustments based on the fair values of the investee’s identifiable net assets at the acquisition date according to the Company’s accounting policies and accounting period. 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, other comprehensive income and other changes in owners’ equity attributed to the Company recorded in the consolidated financial statements. The unrealized profits or losses resulting from transactions between the Company and its associate or joint venture are eliminated in proportion to the Company’s equity interest in the investee, based on which investment income or losses shall be recognised. Any losses resulting from transactions between the investor and the investee, which are attributable to asset impairment shall be recognized in full. The transactions of investing or selling assets between the Company and its associate or joint venture are accounted for under relevant accounting policies when the asset constitutes a business. 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 which form net investment in the investee in 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 80 司公限有份股心中游旅海东大南海 2016 文全告报度年年 provisions stipulated in the investment contracts or agreements, estimated 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 estimated 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. (3) Disposal of long-term equity investment On disposal of a long-term equity investment, the difference between the proceeds actually received and the carrying amount shall be recognized in profit or loss for the current period. For a long-term equit investment accounted for using the equity method, any other comprehensive income previously recognized shall be accounted for on the same basis as would have been required if the investee had directly disposed of the related assets or liabilities on a por-rata basis upon the disposal of the equity investment. The owners’ equity recognised due to the investor’s share of the investee’s owners’ equity changes, other than those arising from the investee’s net profit or loss, other comprehensive income or profit distribution, is included in current profit or loss on a pro-rata basis. When the Company can no longer exercise joint control of or significant influence over an investee due to partial disposal of equity investment or other reasons, the remaining equity investment shall be accounted for in accordance with “Accounting Standard for Business Enterprises No.22-Financial Instruments: Recognition and Measurement”. The difference between the fair value and the carrying amount at the date of the loss of joint control or significant influence shall be charged to profit or loss for the current period. When the previously-held equity investment is accounted for under the equity method, any other comprehensive income previously recognized shall be accounted for on the same basis as would have been required if the investee had directly disposed of the related assets or liabilities for the current period upon discountinuation of the equity method. The owners’ equity recognised due to the investor’s share of the investee’s owners’ equity changes, other than those arising from the investee’s net profit or loss, other comprehensive income or profit distribution, is transferred to current profit or loss upon discontinuation of the equity method. When no longer exercise control over an investee due to partial disposal of equity investment or other reasons, and with the retained interest, still has joint control of , or significant influence over, the investee, when preparing the individual financial statements, the Company shall change to the equity method and adjust the remaining equity investment as if the equity method had been applied from the date of the first acquisition. If the Company can not exercise joint control of or significant influence over the investee after partial disposal of equity investment, the remaining equity investment shall be accounted for in accordance with “Accounting Standard for Business Enterprises No.22-Financial Instruments: Recognition and Measurement”, and the difference between the fair value and carrying amount at the date of the loss of control shall be chared to profit or loss for the current period. 81 司公限有份股心中游旅海东大南海 2016 文全告报度年年 The equity investment disposed was obtained over additional investment or other reasons through business combination, when preparing the individual financial statements, and the remaining equity investment accounted on cost method or equity method, the other comprehensive income and other owner’s equity recognized due to the equity investment held before acquisition date was accounted for under the equity method are carried forward on a pro-rata basis; when the remaining equity investment is accounted for in accordance with “Accounting Standard for Business Enterprises No. 22 – Financial Instruments: Recognition and Measurement”, the other comprehensive income and other owner’s equity are totally carried forward. 15. Investment property Measurement model of investment real estate Cost measurement Depreciation or amortization method Investment property refers to possessing real estate for gaining rent or capital appreciation, or both, including the rental of the land use right, possession and prepare to value-added after the transfer of the land use rights and the rental of buildings leased (Including rental buildings after completion of construction or development activities or in the development processing). Investment property is measured at their actual cost in the Company. Due to the method of determining is actual cost model for investment property-its method of provision for depreciation policy is same with fixed assets’ when the investment properties are constructions or buildings, its method of provision for amortization policy is same with Intangible assets’ when the investment property is land usage right. 16. Fixed assets )))) (((( 1 Recognition criteria 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 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; (2) The costs of the fixed assets can be measured reliably. 82 司公限有份股心中游旅海东大南海 2016 文全告报度年年 )))) (((( 2 Depreciation method Estimated useful Estimated net Annual Category Depreciated life residual rate depreciation rate Buildings and straight-line-metho 20-40 5 4.75-2.37 constructions d Machinery straight-line-metho 8-20 5 11.87-4.75 equipment d Electronic straight-line-metho entertainment 5-16 5 19-5.93 d equipment Transportation straight-line-metho 7-12 5 13.57-7.91 equipment d straight-line-metho 8 5 11.87 Other equipment d straight-line-metho 5 5 19 Improvement d (3) Recognition basis, pricing and depreciation method for fixed assets under financing lease 17. Construction in progress Whether the company needs to comply with the disclosure requirements of the particular industry No The initial book values of the fixed assets are stated at total expenditures incurred before construction in progress reaches 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. 83 司公限有份股心中游旅海东大南海 2016 文全告报度年年 18. 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 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 84 司公限有份股心中游旅海东大南海 2016 文全告报度年年 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. 19. Biological assets 20. Oil-and-gas assets 21. Intangible assets (1) Measurement, service life and impairment test 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; On the premise that non-monetary assets trade is of commercial nature and the fair value of the assets 85 司公限有份股心中游旅海东大南海 2016 文全告报度年年 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 Item Estimated useful life Basis Land use right 50 years Validity term of land use certificate 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. 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. Note: explain the pricing method for intangible assets. Explain the service life estimate for those intangible assets with finite useful lives. Explain the determination basis for those intangible assets without finite useful lives and the procedures on approval (2) Accounting policy for internal research and development spending Note: according to the characteristic of the internal R&D, explain the specific categorization standards of study phase and development stage, and specific condition of the expenditure capitalization in 86 司公限有份股心中游旅海东大南海 2016 文全告报度年年 development stage The Company is complying with the disclosure requirement of disclosure requirement of “Information Disclosure Guidelines of Shenzhen Stock Exchange No.4 – Listed Companies Engaged in planting business” Note: as for the company with different R&D mode, disclose the R&D expenditure accounting policy in aspect of the characteristics of the R&D activities. For example, as for the global R&D activities of creating a scientific research system and breakthrough variety, and the specific R&D activity on market segmentation research, disclosed the categorization standards respectively on research phase and development stage, as well as the specific condition of the expenditure capitalization in development stage 22. Impairment of long-term assets If there is any indication that the long-term assets such as long-term equity investment, investment properties accounted through cost pattern, fixed assets, construction in progress, intangible assets etc. may be impaired at the balance sheet date, an impairment test would be implemented. If the result of impairment test indicates the recoverable amounts of the long-term assets are lower than their book values, the difference between the recoverable amounts and book values is recognized as impairment loss, provisions for impairment of the long-term assets are made. The recoverable amounts of the long-term assets are the higher of their fair values less costs to disposal and the present values of the estimated future cash flows of the long-term assets. The provision for impairment is recognized and calculated on the individual basis. 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 asset group is the minimum asset group which can generate cash flows independently. The mentioned impairment loss will not be reversed in subsequent accounting period once it had been recognized. 23. 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 87 司公限有份股心中游旅海东大南海 2016 文全告报度年年 Hotel exterior wall decoration 4 years 24. Employee compensation (1) Short-term employee benefits The Company recognizes, in the accounting period in which an employee provides service, actually occurred short-term employee benefits as a liability, with a corresponding charge to current profit or loss or relevant cost of assets. Payments made by the Company of social security contributions for employees, and union running costs and employee education costs provided in accordance with relevant requirements, in the accounting period in which employees provide services, is calculated according to prescribed bases and percentages of provision in determining the amount of employee benefits. Employee benefits which are non-monetary benefits are measured at fair value. (2) Post-employment benefits Payments made by the Company of basic endowment insurance and unemployment insurance in accordance with relevant requirements of local government, in the accounting period in which employees provide services, is calculated according to prescribed bases and percentages of provision of local requirements in determining the amount payable, is recognised as a liability, with a corresponding charge to current profit or loss or relevant cost of assets. (3) Termination benefits When the Company cannot unilaterally withdraw the offer of termination benefits because of an employment termination plan or a curtailment proposal, or when the Company recognises costs or expenses related to a restructuring that involves the payment of termination benefits (the ealier is adopted) , the emplyee benefits liabilities caused by termination benefits are recognised and included in current profit or loss. (4) Accounting method for other long-term employee benefits 25. Estimated 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 88 司公限有份股心中游旅海东大南海 2016 文全告报度年年 amounts of such events can be reliably measured, estimated liabilities are recognized. 1. Recognition criteria of estimated liabilities The Company recognizes the estimated liabilities when obligations related to contingencies satisfy all the following conditions: (1) the obligation is a present obligation of the Company; (2) the performance of the 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 estimated liabilities The estimated 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 circumstances: 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 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. 26. Share-based payment Nil 89 司公限有份股心中游旅海东大南海 2016 文全告报度年年 27. Other financial instrument as preferred stock and perpetual capital securities Nil 28. Revenue Whether the company needs to comply with the disclosure requirements of the particular industry No 1. Recognition and measurement principles of revenue from sales of goods (1) 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. (2) Recognition criteria of revenue from selling goods and specific recognition timing criteria of revenue of the Company The Company provides hotel accommodation service as well as goods. After the recognition of both housekeeping department and hotel reception desk, the daily business report is established. The accounting department makes sure the significant risks and rewards of ownership of the goods have been transferred to the client, the selling revenue is recognized. 2. Recognition and measurement principles of revenue from providing labor services (1) The hotel room service, catering (breakfast) service etc. of the Company, after the hotel room service, catering (breakfast) service etc. had provided, and each consumption department had checked with the receptionist, the daily business report and detailed report of account receivables are extablished, and the reports are submitted to accounting department, which recognizes the revenue after examining the daily reports. (2) Revenue from outsourced restaurant and site rental is recognized according to contract or agreement time period and time of collecting. 3. 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 90 司公限有份股心中游旅海东大南海 2016 文全告报度年年 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. 29. Government subsidies (1) Recognition basis and accounting treatment for government subsidies related to assets 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; (2) Recognition basis and accounting treatment for government subsidies related to income 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. 30. Deferred income tax assets and deferred income tax liabilities 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. 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 91 司公限有份股心中游旅海东大南海 2016 文全告报度年年 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 taxpaying subjects, but, in each important future period in connection with the reverse of deferred income tax assets and liabilities, the involved taxpaying 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. 31. Lease )))) (((( 1 Accounting of leased assets 1. 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. 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. 2. 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. 92 司公限有份股心中游旅海东大南海 2016 文全告报度年年 (2) Accounting treatment of finance lease 32. Other significant accounting policies and estimate Note: explain other significant accounting policies and estimate, including but not limit to: determination standards and accounting treatment of the discontinued operations, basis and accounting treatment on hedge accounting, accounting method with buy-back shares concerned, accounting treatment of the asset-securitization business etc. The Company is complying with the disclosure requirement of “Information Disclosure Guidelines on Shenzhen Stock Exchange No.2- Listed Companies engaged in the relevant business solid mineral resources” Note: disclosed the exploration and development expenditure, resource tax, maintenance fee, safety production cost and extract standards with relevant expenses concerned directly in the industry, as well as annual withdrawal amount, usage condition and accounting policy 33. Adjustments for changes in principal accounting policies and estimates (1) Changes of major accounting policies √ Applicable□ Not applicable Approval Contents and reasons of accounting policy changes Note procedures Adjusted Item of “Business tax and surcharges” in income statement into Item of “Taxes Approved by and surcharges” the Board The amounts of house property tax 、 land use tax 、 vehicle and vessel use tax 、 stamp tax Approved by occurring after May 1, 2016 are reclassified from item of “administrative expenses” to the Board item of “Taxes and surcharges” According to the document “Value Added Tax Accounting Rules” Finance and Accounting ( Approved by [2016] No.22 ) issued at December 3, 2016, the Company reclassify the prepay taxes into the Board other current assets. the Company reclassify the direct expenses related to guest rooms which were collected by Approved by item of “Operating expenses” into item of “Operating costs” the Board (2) Changes of major accounting estimate □Applicable √ Not applicable 93 司公限有份股心中游旅海东大南海 2016 文全告报度年年 34. Other VI. Taxation 1. Major tax types and tax rates Taxation type Basis of tax assessment Tax rate Differential section of VAT calculated on revenue from sale of Value added tax 5% 6% 、 、 、 、7% 11% goods and service deduct VAT paid in current period in (VAT) 17% accordance with tax law Urban maintenance Levy by the taxable business tax and VAT 7% and construction tax Enterprise Levy by taxable income 25% income tax Business tax Levy by taxable business revenue 5% Education Levy by the taxable business tax and VAT 3% surcharge Local education Levy by the taxable business tax and VAT 2% surcharge Remaining value after deducting 30% of the original value of Property tax 1.2% 、 12% houses (including land price), Rental income Land use tax Land area As for the taxpaying body with different tax rate for enterprise income tax, disclosed explanations Nil 94 司公限有份股心中游旅海东大南海 2016 文全告报度年年 2. Tax preference 3. Other VII. Notes to the main items of financial statements 1. Monetary funds In RMB Item Ending balance Beginning balance Cash 273,523.86 596,940.75 Bank Deposit 26,936,724.15 19,185,451.51 Total 27,210,248.01 19,782,392.26 Other note: 2. Financial assets measured by fair value and with variations reckoned into current gains/losses Nil 3. Derivative financial assets □Applicable √Not applicable 4. Notes receivables Nil 5. Accounts receivable )))) (((( 1 Accounts receivable by type In RMB Ending balance Beginning balance Book balance Provision for bad debts Book Book balance Provision for bad debts Book Type Proportio Value Proportio Proportio Value Amount Amount Proportion Amount Amount n n n Accounts receivable 1,466,400.49 50.22% 1,466,400.49 100.00% 1,466,400.49 54.20% 1,466,400.49 100.00% with large 95 司公限有份股心中游旅海东大南海 2016 文全告报度年年 single amount and accrued for provision of bad debt on a single basis Accounts receivable accrued for 1,453,566.38 49.78% 763,121.66 52.50% 690,444.72 1,239,009.97 45.80% 778,812.69 62.86% 460,197.28 provision of bad debt by portfolio Total 2,919,966.87 100.00% 2,229,522.15 690,444.72 2,705,410.46 100.00% 2,245,213.18 460,197.28 Accounts receivable with large single amount and accrued for provision of bad debt on a single basis as at December 31, 2016 √ Applicable□ Not applicable In RMB Ending balance Content of accounts receivable (by unit) Accounts Provision for Provision Reason for provision receivable bad debts ratio Sanya Power Supply Expected unrecoverable due to aging more than five 775,304.98 775,304.98 100.00% Company years and personnel changes Hainan Hong Kong & Macao Expected unrecoverable due to aging more than five 464,563.21 464,563.21 100.00% International Tourism Ltd. years Expected unrecoverable due to aging more than five Sanya City Council reception 101,652.32 101,652.32 100.00% years and personnel changes LLC SOUTH CROSS 124,879.98 124,879.98 100.00% Had declared bankruptcy TRAVELINN Total 1,466,400.49 1,466,400.49 -- -- Accounts receivable accrued for provision of bad debt by aging analysis method in portfolio: √ Applicable□ Not applicable In RMB Beginning balance Aging Accounts receivable Provision for bad debts Proportion of provision Within 1 year Subtotal of within 1 year 651,719.17 1-2 years 18,633.00 931.65 5.00% 96 司公限有份股心中游旅海东大南海 2016 文全告报度年年 2-3 years 5,262.00 789.30 15.00% 3-4 years 6,942.00 1,735.50 25.00% 4-5 years 22,690.00 11,345.00 50.00% More than five years 748,320.21 748,320.21 100.00% Total 1,453,566.38 763,121.66 Portfolio recognized: Accounts receivable accrued for provision of bad debt by percentage of balance in portfolio: □ Applicable√ Not applicable Accounts receivable accrued for provision of bad debt by other methods in portfolio: )))) (((( 2 Situation of withdrawing or write-off for bad debts provision of accounts receivable in current period The amount of withdrawing for bad debts provision of accounts receivable is 3,995.18 Yuan in current period; The amount of write-off for bad debts provision of accounts receivable is 19,686.21 Yuan in current period. Including the followed significant amount: In RMB Name Amount Ways Sanya Wuzhizhou Island Tourist Area of Hainan Haijing Paradise International 122,729.22 Debt restructuring Co., Ltd Sanya Haiyuan Aoda Tourism 265,274.00 Debt restructuring Development Co., Ltd Total 388,003.22 -- The Company entered into a Debt Settlement Agreement with Sanya Hongyuan Investment Co., Ltd, Sanya Wuzhizhou Island Melia Coral Hotel Management Co., Ltd, Sanya Haiyuan Aoda Tourism Development Co., Ltd and Sanya Wuzhizhou Island Tourist Area of Hainan Haijing Paradise International Co., Ltd compensated settlement the claims and debts that cumulated in years between the above mentioned four companies (3) Account receivables actually cancel after verification in Period Nil (4) Top five accounts receivable Book balance Proportion in total Name Book balance Bad debt reserve Aging accounts receivable (%) 775,304.98 775,304.98 26.55% Sanya Power Supply Company More than five years 464,563.21 464,563.21 15.91% Hainan Hong Kong & Macao International Tourism Ltd. More than five years 124,879.98 124,879.98 4.28% LLC SOUTH CROSS TRAVELINN 2-3 years 97 司公限有份股心中游旅海东大南海 2016 文全告报度年年 101,652.32 101,652.32 3.48% Reception centre of Sanya Municipal Committee More than five years 46,798.32 46,798.32 1.60% Hainan Baoping Travel Agency More than five years 1,513,198.81 1,513,198.81 51.83% Total (5) Account receivables recognition terminated due to transfer of financial assets Nil (6) Account receivables transferred and assets & liability formed by its continuous involvement Nil 6. Prepayments (1) Aging analysis of repayment In RMB Ending balance Beginning balance Aging Amount Proportion Amount Proportion Within 1 year 58,783.23 100.00% 42,358.16 100.00% 1-2 years 2-3 years More than 3 years Total 58,783.23 -- 42,358.16 -- Reasons for significant repayment with over one year age without settle: Nil (2) Top five prepayment collected by objects at ending balance Proportion in total Name Book balance prepayment (%) 26,112.00 44.42 China Cable TV Network Co., LTD Sanya Branch 10,800.00 18.37 China Post Group Corporation Sanya Branch 9,557.52 16.26 Sanya Daily Office 9,303.36 15.83 Sunshine Property Insurance Co., LTD Hainan Branch 98 司公限有份股心中游旅海东大南海 2016 文全告报度年年 3,010.35 5.12 China Petrochemical Marketing Co. Ltd Sanya Branch 58,783.23 100.00 Total Other note: Nil 7. Interest receivables Nil 8. Dividend receivables Nil 9. Other receivables (1) Other receivables by type In RMB Ending balance Beginning balance Book balance Provision for bad debts Book balance Provision for bad debts Type Proporti Provision Book value Proport Provision Book value Amount Amount Amount Amount ratio ratio on ion Other receivables with large single amount and accrued 77,363,143.31 98.85% 77,363,143.31 100.00% 77,363,143.31 98.79% 77,363,143.31 100.00% for provision of bad debt on a single basis Other receivables accrued for 903,202.33 1.15% 729,098.81 80.72% 174,103.52 946,271.35 1.21% 734,324.98 77.60% 211,946.37 provision of bad debt by portfolio Other receivables with insignificant single amount but accrued for 99 司公限有份股心中游旅海东大南海 2016 文全告报度年年 provision of bad debt on a single basis Total 78,266,345.64 100.00% 78,092,242.12 174,103.52 78,309,414.66 78,097,468.29 211,946.37 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 Ending balance Content of other receivables (by unit) Other Provision for Provision ratio Reason for provision receivables bad debts Hainan Dadonghai Hotel Co., Expected unrecoverable due to aging more than 54,767,945.15 54,767,945.15 100.00% Ltd. five years and the debtor in the abnormal operation Cash dividends distributed in 16,899,000.00 16,899,000.00 100.00% Unrecoverable 1994-1996 Hainan Hong Kong & Macao Expected unrecoverable due to aging more than 4,145,704.16 4,145,704.16 100.00% International Tourism Ltd. five years and faking in contact income The bonus of participation in profit before 1996, Guangdong Jinma Tourism 1,200,494.00 1,200,494.00 100.00% which is expected to be unrecoverable due to share Ltd. right replacement with Shenzhen Difu Unrecoverable due to the custody fee was paid for Shareholder custody fee 350,000.00 350,000.00 100.00% other shareholders who can not be found. 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 Ending balance Aging Other receivables Provision for bad debts Provision ratio Within 1 year Subtotal within 1 year 156,048.92 1-2 years 18,468.00 923.40 5.00% 2-3 years 600.00 90.00 15.00% More than 3 years 3-4 years 4-5 years More than five years 728,085.41 728,085.41 100.00% Total 903,202.33 729,098.81 Portfolio recognized: 100 司公限有份股心中游旅海东大南海 2016 文全告报度年年 Other accounts receivable accrued for provision of bad debt by percentage of balance in portfolio: □ Applicable√ Not applicable Other accounts receivable accrued for provision of bad debt by other methods in portfolio: □ Applicable√ Not applicable (2) Provision for bad debts accrued, regain or switch back in the Period The amount of withdrawing for bad debts provision of other receivables is -5,226.17 yuan in current period. And no regains or switch back in the Period. Including the followed significant amount: Nil (3) Other account receivables actually cancel after verification in Period Nil (4) Other account receivables category by nature of money In RMB Nature of money Ending book balance Beginning book balance Original relevant companies fund accounts 54,767,945.15 54,767,945.15 Contracting profit receivable 4,145,704.16 4,145,704.16 Distributing dividends receivable 18,099,494.00 18,099,494.00 Guarantee deposit 563,818.99 561,818.99 Advance money for custody fee 350,000.00 350,000.00 Other fund accounts 23,114.20 153,764.20 Petty money 78,772.22 86,446.24 Utilities 164,165.49 70,789.50 Money from invested items 30,500.00 30,500.00 Personal social security 、 Accumulation 37,831.43 37,952.42 fund Project funds 3,700.00 3,700.00 Cash deposit for invoices 1,300.00 1,300.00 Total 78,266,345.64 78,309,414.66 101 司公限有份股心中游旅海东大南海 2016 文全告报度年年 (5) Top five other account receivables collected by arrears party at ending balance In RMB Proportion in total Ending balance of Company name Nature of money Ending balance Aging other receivables bad debt provision Hainan Dadonghai Hotel Co., More than Current accounts 54,767,945.15 69.98% 54,767,945.15 Ltd. five years Cash dividends distributed in Dividends distributed and More than 16,899,000.00 21.59% 16,899,000.00 1994-1996 ought to be recovered five years Hainan Hong Kong & Macao More than Current accounts 4,145,704.16 5.30% 4,145,704.16 International Tourism Ltd. five years More than Guangdong Jinma Tourism Ltd. Dividends 1,200,494.00 1.53% 1,200,494.00 five years More than Shareholder custody fee Custody fee 350,000.00 0.45% 350,000.00 five years Total -- 77,363,143.31 -- 98.85% 77,363,143.31 (6) Account receivables with government subsidies involved Nil (7) Other account receivables recognition terminated due to transfer of financial assets Nil (8) Other account receivables transferred and assets & liability formed by its continuous involvement Nil 10. Inventories Whether the company needs to comply with the disclosure requirements of the particular industry No (1) Classification of inventories Ending balance Beginning balance Item Depreciation Depreciation Book balance Book value Book balance Book value reserve reserve Stock materials 876,822.10 742,966.17 133,855.93 885,380.88 745,479.33 139,901.55 Stock 22,771.38 11,102.41 11,668.97 22,771.38 11,102.41 11,668.97 102 司公限有份股心中游旅海东大南海 2016 文全告报度年年 commodities Food and 52,660.42 52,660.42 39,578.03 39,578.03 beverages Fuels 20,994.40 20,994.40 26,926.88 26,926.88 Total 973,248.30 754,068.58 219,179.72 974,657.17 756,581.74 218,075.43 Does the Company comply with the disclosure requirement of “Information Disclosure Guidelines of Shenzhen Stock Exchange No.4 – Listed Companies Engaged in Seed Industry and Planting Business” or not No (2) Inventory depreciation reserve In RMB Increased in 2016 Decreased in 2016 Beginning Item Reversing or Ending balance balance Accrual Other Other write-off Stock materials 745,479.33 2,513.16 742,966.17 Stock 11,102.41 11,102.41 commodities Total 756,581.74 2,513.16 754,068.58 During the normal operation, as for the amount of inventory after estimated selling price less the estimated sales expenses and relevant taxes, determine the net realizable value Switch back of the provisions for decline in inventory; receive the inventory that has provision for depreciation partially (3) Explanation on inventories with capitalization of borrowing costs included at ending balance Nil (4) Assets unsettled formed by construction contract which has completed at period-end Nil 11. Divided into assets held for sale Nil 12. Non-current assets maturing within one year In RMB Item Ending balance Beginning balance Long-term differed expenses needed to 584,369.42 532,500.00 be amortized within one year Total 584,369.42 532,500.00 Other note: nil 103 司公限有份股心中游旅海东大南海 2016 文全告报度年年 13. Other non-current assets In RMB Item Ending balance Beginning balance Prepay corporate income tax 1,702,702.80 Prepay VAT 173,746.42 Total 1,876,449.22 Other note: nil 14. Available-for-sale financial assets (1) Available-for-sale financial assets In RMB Ending balance Beginning balance Item Book Provision for Provision for Book value Book balance Book value balance impairment impairment Available-for-sale 5,000,000.00 5,000,000.00 9,500,000.00 5,000,000.00 4,500,000.00 equity instruments: Total 5,000,000.00 5,000,000.00 9,500,000.00 5,000,000.00 4,500,000.00 (2) Available-for-sale financial assets measured at fair value at period-end Nil (3) Available-for-sale financial assets measured at cost at the end of the period In RMB Book balance Provision for impairment Cas h Dec Shareho divi Increa Incre reas lding Item Beginning Decrease in Ending Beginning Ending dend balance se in balance ase in e in ratio in 2016 balance balance s in 2016 2016 201 investee 201 6 6 Shenzhen Difu Investment & 5,000,000.00 5,000,000.00 5,000,000.00 5,000,000.00 14.28% Development Ltd Sanya Xiangyu 4,500,000.00 4,500,000.00 18.00% E-business Ltd. Total 9,500,000.00 4,500,000.00 5,000,000.00 5,000,000.00 5,000,000.00 -- 104 司公限有份股心中游旅海东大南海 2016 文全告报度年年 (4) Changes of impairment of available-for-sale financial assets in Period In RMB Equity instrument Debt instrument Classification Total available for sale available for sale Impaired balance accrual 5,000,000.00 5,000,000.00 at period-begin Impaired balance accrual 5,000,000.00 5,000,000.00 at period-end (5) Fair value of the available-for-sale equity instrument drops significantly or not contemporarily without depreciation reserves accrued Nil 15. Held-to-maturity investment (1) Held-to-maturity investment In RMB Ending balance Beginning balance Item Provision for Provision for Book balance Book Value Book balance Book Value impairment impairment Hubei Jingsha Dadonghai Club 4,566,207.42 4,566,207.42 4,566,207.42 4,566,207.42 Ltd. Sanya Shun’an 5,150,166.84 5,150,166.84 5,150,166.84 5,150,166.84 Casino Total 9,716,374.26 9,716,374.26 9,716,374.26 9,716,374.26 (2) Important held-to-maturity investment at period-end Nil (3) Reclassify of held-to-maturity investment in the period Other note: nil 16. Long-term account receivables (1) Long-term account receivables Nil 105 司公限有份股心中游旅海东大南海 2016 文全告报度年年 (2) Long-term receivable derecognition due to the financial assets transfer Nil (3) Assets and liability from continuing involvement from transfer of long-term receivable Nil 17. Long-term equity investments Nil 18. Investment real estate (1) Investment real estate by cost measurement √ Applicable□ Not applicable In RMB Houses and Construction in Item Land use right Total buildings progress I. Original book value: 1. Beginning balance 2. Increase in 2016 18,856,504.44 5,662,740.59 24,519,245.03 (1) Purchase (2) Transfer from fixed 18,856,504.44 5,662,740.59 24,519,245.03 assets\intangible assets (3) Increase in business merger 3. Decrease in 2016 (1) Disposal (2) Other transfer 4. Ending balance 18,856,504.44 5,662,740.59 24,519,245.03 II. Accumulated depreciation and accumulated amortization 1. Beginning balance 2. Increase in 2016 9,771,216.42 2,107,046.45 11,878,262.87 (1) Withdraw or amortize (2) Transfer from fixed 9,771,216.42 2,107,046.45 11,878,262.87 assets\intangible assets 106 司公限有份股心中游旅海东大南海 2016 文全告报度年年 3. Decrease in 2016 (1) Disposal (2) Other transfer 4. Ending balance 9,771,216.42 2,107,046.45 11,878,262.87 III. Depreciation reserve 1. Beginning balance 2. Increase in 2016 1,404,400.47 1,903,054.14 3,307,454.61 (1) Withdraw (2) Transfer from fixed 1,404,400.47 1,903,054.14 3,307,454.61 assets\intangible assets 3. Decrease in 2016 (1) Disposal (2) Other transfer 4. Ending balance 1,404,400.47 1,903,054.14 3,307,454.61 IV . Book value 1. Book value at the end of the period 7,680,887.55 1,652,640.00 9,333,527.55 2. Book value at the beginning of the period (2) Investment real estate by fair value □ Applicable √ Not applicable (3) Investment real estate without certificate of ownership Nil 19. Fixed assets (1) Fixed assets In RMB Decoration Buildings and Electronic and Item Machines Vehicles Others Total Constructions Equipments improveme nt 107 司公限有份股心中游旅海东大南海 2016 文全告报度年年 I. Original book value: 1.Beginning 155,421,287.5 13,141,471.00 2,091,322.77 2,564,213.96 2,059,452.29 458,732.39 175,736,480.00 balance 9 2. Increase in 270,561.80 108,617.74 379,179.54 2016 (1) Purchase 270,561.80 108,617.74 379,179.54 (2) transfer in of the construction project (3) the increase in business combination 3. Decrease in 18,856,504.44 249,506.84 464,680.58 458,732.39 20,029,424.25 2016 (1) Disposal or 249,506.84 464,680.58 458,732.39 1,172,919.81 scrap (2) Transfer to 18,856,504.44 18,856,504.44 investment property 136,564,783.1 4.Ending balance 13,141,471.00 2,091,322.77 2,585,268.92 1,703,389.45 156,086,235.29 5 II. Accumulated depreciation 1.Beginning 75,404,131.86 8,814,547.35 1,101,790.90 2,098,234.92 1,476,565.95 354,317.97 89,249,588.95 balance 2. Increase in 2,552,331.48 278,128.73 151,144.80 249,282.19 215,664.27 87,159.12 3,533,710.59 2016 (1) Disposal 2,552,331.48 278,128.73 151,144.80 249,282.19 215,664.27 87,159.12 3,533,710.59 3. Decrease in 9,771,216.42 236,370.66 244,320.42 441,477.09 10,693,384.59 2016 (1) Disposal or 236,370.66 244,320.42 441,477.09 922,168.17 scrap (2) Transfer to 9,771,216.42 9,771,216.42 investment property 4.Ending balance 68,185,246.92 9,092,676.08 1,252,935.70 2,111,146.45 1,447,909.80 82,089,914.95 III . Depreciation reserve 1.Beginning 32,477,188.64 2,527,851.26 1,872.00 199,992.57 35,206,904.47 balance 2. Increase in 2016 (1) Withdraw 3. Decrease in 1,404,400.47 1,872.00 199,992.57 1,606,265.04 2016 108 司公限有份股心中游旅海东大南海 2016 文全告报度年年 (1) Disposal or 1,872.00 199,992.57 201,864.57 scrap (2) Transfer to 1,404,400.47 1,404,400.47 investment property 4.Ending balance 31,072,788.17 2,527,851.26 33,600,639.43 IV Book value of . fixed assets (1) Book value at the 37,306,748.06 1,520,943.66 838,387.07 474,122.47 255,479.65 40,395,680.91 end of the period (2) Book value at the 47,539,967.09 1,799,072.39 989,531.87 464,107.04 382,893.77 104,414.42 51,279,986.58 beginning of the period (2) Fixed assets temporarily idled Nil (3) Fixed assets rented by finance leases Nil (4) Fixed assets leased in the operating leases Nil (5) Fixed assets without certificate of title completed Nil 20. Construction in process (1) Construction in process Nil (2) Changes of major construction in process in the period Nil (3) Accrual of the impairment of construction in progress Nil 21. Engineering materials Nil 109 司公限有份股心中游旅海东大南海 2016 文全告报度年年 22. Disposal of fixed assets Nil 23. Productive biological assets (1) Measured by cost □ Applicable√ Not applicable (2) Measured by fair value □ Applicable√ Not applicable 24. Oil-and-gas assets □ Applicable√ Not applicable 25. Intangible assets (1) Intangible assets In RMB Non-patent Item Land use right Patent right Total technology I. Original book value 1. Beginning balance 87,315,277.74 87,315,277.74 2. Increase in the period (1) Purchase (2) Internal R&D (3) Increase in enterprise merger 3. Decrease in the 5,662,740.59 5,662,740.59 period (1) Disposal (2) Transfer to investment 5,662,740.59 5,662,740.59 property 4. Ending balance 81,652,537.15 81,652,537.15 II. Accumulated amortization 1. Beginning balance 31,619,996.24 31,619,996.24 2. Increase in the 868,727.16 868,727.16 period 110 司公限有份股心中游旅海东大南海 2016 文全告报度年年 (1) Withdraw 868,727.16 868,727.16 3. Decrease in the 2,107,046.45 2,107,046.45 period (1) Disposal (2) Transfer to investment 2,107,046.45 2,107,046.45 property 4. Ending balance 30,381,676.95 30,381,676.95 III. Depreciation reserve 1. Beginning balance 29,343,890.98 29,343,890.98 2. Increase in the period (1) Withdraw 3. Decrease in the 1,903,054.14 1,903,054.14 period (1) Disposal (2) Transfer to investment 1,903,054.14 1,903,054.14 property 4. Ending balance 27,440,836.84 27,440,836.84 IV. Booking value 1. Ending book value 23,830,023.36 23,830,023.36 2. Beginning book 26,351,390.52 26,351,390.52 value The proportion of intangible assets balance accounted for by the company's internal R & D by the end (2) Land use right without certificate of title completed Nil 26. Development expenditure Nil 27. Goodwill (1) The original book value of goodwill Nil (2) Goodwill impairment provision Nil 111 司公限有份股心中游旅海东大南海 2016 文全告报度年年 28. Long-term deferred expenses In RMB Increase in the Amortization in Item Beginning balance Other decreases Ending balance period the period B building coating 1,508,750.00 207,477.69 644,883.72 1,071,343.97 project Total 1,508,750.00 207,477.69 644,883.72 1,071,343.97 Other note: nil 29. Deferred income tax assets / deferred income tax liabilities Nil 30 .Other non-current assets Nil 31 .Short-term loans Nil 32. Financial liabilities measured at fair value through current profit and loss Nil 33. Derivative financial liabilities □ Applicable√ Not applicable 34. Note payable Nil 35. Accounts payable (1) Details of accounts payable are as follows In RMB Item Ending balance Beginning balance Within 1 year (including 1 year) 856,048.21 923,373.39 1-2 years (including 2 years) 199,317.78 205,220.78 112 司公限有份股心中游旅海东大南海 2016 文全告报度年年 2-3 years (including 3 years) 334,316.59 334,316.59 Over 3 years 577,882.93 952,691.61 Total 1,967,565.51 2,415,602.37 (2) Accounts payable with major amount and aging of over one year In RMB Item Ending balance Reason Purchase amount recorded without Provisional estimation 788,499.69 invoice issued Total 788,499.69 -- Other note: nil 36. Accounts received in advance (1)Accounts received in advance In RMB Item Ending balance Beginning balance Within 1 year (including 1 year) 1,272,672.89 601,642.54 1-2 years (including 2 years) 141,408.02 133,860.80 2-3 years (including 3 years) 65,874.80 23,959.76 Over 3 years 414,568.57 394,391.85 Total 1,894,524.28 1,153,854.95 (2) Accounts received in advance with major amount and aging of over one year In RMB Item Ending balance Reason Guangzhou South Holiday International 101,244.00 No settlement Travel Service Co., Ltd. Sanya Branch Hainan QiongZhong Ecological 31,314.00 No settlement Investment Guarantee Co., Ltd. Beijing Yualuxincheng Management 30,540.00 No settlement Consulting Co., Ltd. 113 司公限有份股心中游旅海东大南海 2016 文全告报度年年 PEGAS Zheng Qingbo 32,243.02 No settlement Sanya Public Security Fire Control Team 19,420.88 No settlement Total 214,761.90 -- (3) Assets settled formed by construction contract which has un-completed at period-end Nil 37. Employee compensation payable (1) Classification of employee compensation payable In RMB Increase in the Item Beginning balance Decrease in the period Ending balance period I. Short-term employee benefits 2,150,364.40 9,573,421.28 9,575,271.32 2,148,514.36 II. Post-employment benefits - 826,995.84 826,995.84 defined contribution plans Total 2,150,364.40 10,400,417.12 10,402,267.16 2,148,514.36 (2) Short-term employee benefits In RMB Beginning Item Increase in the period Decrease in the period Ending balance balance 1.Salary, bonus, allowance and 1,295,854.64 7,403,313.17 7,399,621.82 1,299,545.99 subsidy 2.Employee welfare 1,395,410.60 1,395,410.60 3.Social insurance premium 395,717.10 395,717.10 Of which: including: medical 355,700.25 355,700.25 insurance expenses Work injury insurance expenses 17,785.23 17,785.23 Maternity insurance 22,231.62 22,231.62 4.Housing provident funds 120,106.36 120,106.36 5.Labor union expenditures and 854,509.76 258,874.05 264,415.44 848,968.37 114 司公限有份股心中游旅海东大南海 2016 文全告报度年年 employee education expenses Total 2,150,364.40 9,573,421.28 9,575,271.32 2,148,514.36 (3) Details of defined contribution plans In RMB Item Beginning balance Increase in the period Decrease in the period Ending balance 1.Basic endowment 790,549.48 790,549.48 insurance expenses 2.Unemployment 36,446.36 36,446.36 insurance expenses Total 826,995.84 826,995.84 Other note: 38 .Taxes payable In RMB Item Ending balance Beginning balance VAT 228,923.41 135,982.62 Enterprise income tax -1,702,702.80 Individual income tax 1.14 6,804.20 Urban maintenance and construction tax 6,505.86 6,105.02 Business tax 127,228.90 Educational surtax 2,788.22 4,360.73 Local educational surtax 1,858.82 Property tax 234,032.26 Stamp tax 246.50 Land use tax 108,588.06 Total 582,944.27 -1,422,221.33 Other note: According to ASBE (Accounting Standards for Business Enterprises), the prepay enterprise income tax shall be reclassified by other current assets. 39. Interest payable Nil 115 司公限有份股心中游旅海东大南海 2016 文全告报度年年 40. Dividend payable Nil 41 .Other payables (1) Other payables by items In RMB Item Ending balance Beginning balance Fine for rule-breaking operation on the 19,810,000.00 19,810,000.00 stock of the Company Audit fee 285,003.21 285,003.21 Project funds 317,277.05 1,246,613.78 Agency fund 139,319.74 453,720.42 Quality retention money Cash deposit ( ) 230,096.75 248,196.75 Guarantee deposit 350,600.90 430,809.90 membership of Board director 、 the 214,506.98 148,506.98 board of supervisors Personal fund accounts 73,752.85 91,041.38 Other fund accounts 1,001,405.96 938,635.86 Deposit and rental 662,541.29 Total 23,084,504.73 23,652,528.28 (2) Other payables with large amount and aging of over one year In RMB Company name Ending balance Reason for non-repayment or carryover China Securities Regulatory 19,810,000.00 Financial difficulty Commission Hong Kong Deloitte & Touche LLP 285,003.21 No settlement Sanya Shuxin Building Waterproofing 170,000.00 No settlement Co. Ltd 161,111.03 No settlement China Building Decoration Company 116 司公限有份股心中游旅海东大南海 2016 文全告报度年年 Hannan Branch Total 20,426,114.24 -- Other note: nil 42. Divided into liability held for sale Nil 43. Non-current liability due within one year Nil 44. Other current liability Nil 45. Long-term loans Nil 46. Bond payable Nil 47. Long-term payable Nil 48. Long-term employee salary payable Nil 49. Specific payable Nil 50. Estimates liabilities In RMB Item Ending balance Beginning balance Reason Withholding the understate Other 1,489,685.04 electricity from Sanya Power Bureau in two years Total 1,489,685.04 -- Other explanation, including important assumptions and estimation for the major accrual liability: 117 司公限有份股心中游旅海东大南海 2016 文全告报度年年 At May 26,2016 the Company received lawyer’s letter of Hainan Yunfan law firm which is entrusted by Hainan Power , Grid Co., LTD Sanya Power Supply Bureau (hereinafter referred to as the "Sanya Power Supply Bureau"), the letter claims that Sanya Power Supply Bureau found that the Company’s subsidiary South China Grand Hotel of Hainan Dadonghai Tourism Center (Holdings) Co., Ltd’s the amount of CT is different with its marketing management system record. The inconformity time is July, 2006, and the hotel’s CT is changing on April, 2016. Therefore, undercounted electricity consumption amount is 10,313,373.00 kilowatt-hours, and estimated cost is 7,200,165.75 Yuan as various electricity prices and charges. According to the file “Law Advisory Opinion about Retroactive Power (Charge) Dispute between South China Grand Hotel and Sanya Power Supply Bureau” issued by Beijing Junhe (Haikou) Law Firm at December 20, 2016, which claims that Sanya Power Supply Bureau has responsibility for CT to purchase, install, enseal, unseal and change, therefore, the responsibility of the guilty party for undercounted electricity consumption of South China Grand Hotel is Sanya Power Supply Bureau. According to the one hundred and thirty-five item of “General Rule of Civil Law”, this item claims that limitation of action is two years if accuser request people's court’s protection, except situations provided by law. The Company has withheld the undercounted electricity consumption cost in 2016 which is about 1,489,685.04 Yuan during the period from April, 2014 to April, 2016. 51. Deferred income Nil 52. Other non-current liability Nil 53 .Share capital In RMB Increase or decrease (+, - ) Share capital Beginning balance New Shares converted Ending balance Others Sub-total issue granted from reserve fund Total shares 364,100,000.00 364,100,000.00 Other note: Nil 54. Other equity instruments Nil 118 司公限有份股心中游旅海东大南海 2016 文全告报度年年 55 .Capital reserves In RMB Item Beginning balance Increase in the period Decrease in the period Ending balance Total 54,142,850.01 54,142,850.01 Other instructions, including changes in the current period, reasons for the change: Nil 56. Treasury stock Nil 57. Other comprehensive income Nil 58. Reasonable reserves Nil 59. Surplus reserves Nil 60 .Undistributed profits In RMB Item The period Last period Undistributed profit of period-begin after -341,305,382.08 -333,827,515.68 adjustment Plus: net profit attributable to owner of parent -2,661,052.49 -7,477,866.40 company in the period Undistributed profits of period-end -343,966,434.57 -341,305,382.08 Adjustment of undistributed profit at period-begin: 1) For the retroactive adjustment based on Accounting Standards for Business Enterprises and other relevant regulations, affected undistributed profit at period-begin of 0 Yuan 2) For changes of accounting policies, affected undistributed profit at period-begin of 0 Yuan 3) For correction on major accounting errors, affected undistributed profit at period-begin of 0 Yuan 4) For changes of consolidation scope from same controlling, affected undistributed profit at period-begin of 0 Yuan 5) Other adjustment totally affected undistributed profit at period-begin of 0 Yuan 61 .Operating income and operating cost In RMB Amount as the period Amount as last period Item Income Cost Income Cost Main business 19,117,791.52 9,693,974.20 15,885,922.90 7,873,049.71 119 司公限有份股心中游旅海东大南海 2016 文全告报度年年 Other business 2,591,091.99 564,466.42 Total 21,708,883.51 10,258,440.62 15,885,922.90 7,873,049.71 62. Tax and surcharges In RMB Item Amount as the period Amount as last period Urban maintenance and construction tax 72,627.03 57,342.58 Educational surtax 31,080.92 24,575.39 Property tax 482,833.44 Land use tax 289,572.87 Stamp tax 11,718.17 Business tax 503,486.90 819,179.54 Local educational surtax 20,720.64 16,383.59 Total 1,412,039.97 917,481.10 Other note: Nil 63 .Selling expenses In RMB Item Amount as the period Amount as last period Salary 3,278,439.52 2,877,400.31 Depreciation 573,232.60 1,652,357.37 Water and electricity fees 188,186.48 134,181.44 Repair charges 157,060.17 376,166.50 Other expenses 734,414.49 681,967.20 Total 4,931,333.26 5,722,072.82 Other note: Nil 64 .Administrative expenses In RMB Item Amount as the period Amount as last period Staff salary and welfare 4,580,727.09 3,156,688.29 Amortization of site use right 812,387.16 868,727.16 120 司公限有份股心中游旅海东大南海 2016 文全告报度年年 Business entertainment 738,590.98 1,496,691.06 Labor insurance expenses 525,680.35 503,883.72 Taxes 422,907.20 1,253,059.06 Agency fee 404,696.00 402,000.00 Directors and supervisors membership 312,947.50 282,644.70 dues Depreciation 270,946.41 306,954.24 Announcement fee 240,345.40 240,382.40 Travel expenses 212,223.67 643,482.95 Other expenses 853,184.15 1,117,749.28 Total 9,374,635.91 10,272,262.86 Other note: Nil 65 .Financial expenses In RMB Item Amount as the period Amount as last period Interest expenses Less: interest income 275,296.73 172,796.40 Gains or losses on exchange Handling charges 81,651.44 63,582.60 Total -193,645.29 -109,213.80 Other note: Nil 66. Losses on assets impairment In RMB Item Amount as the period Amount as last period I. Losses on bad debt -1,230.99 -107,753.38 VII. Loss on fixed asset impairment 792,028.88 Total -1,230.99 684,275.50 Other note: Nil 67. Gains from changes of fair value Nil 121 司公限有份股心中游旅海东大南海 2016 文全告报度年年 68. Gains on investment In RMB Item Amount as the period Amount as last period Investment income obtained from disposal 429,753.50 of available-for-sale financial assets Other creditor’s right income from 961,165.05 422,000.00 investment Total 1,390,918.55 422,000.00 Other note: Nil 69 .Non-operating incomes In RMB Amount included in current Item Amount as the period Amount as last period non-recurring profits or losses Income from compensation 64,926.00 105,919.00 64,926.00 Confiscated income 1,194,445.50 Others 4,680.00 364,562.14 4,680.00 Total 69,606.00 1,664,926.64 69,606.00 Government subsidy reckoned into current gains/losses : Nil 70. Non-operating expenses In RMB Amount included in current Item Amount as the period Amount as last period non-recurring profits or losses Total losses on disposal of 48,887.07 90,560.75 48,887.07 non-current assets Including: loss on disposal of 48,887.07 90,560.75 48,887.07 fixed assets Amercement outlay 200.00 Overdue fine 27.00 Total 48,887.07 90,787.75 48,887.07 Other note: Nil 122 司公限有份股心中游旅海东大南海 2016 文全告报度年年 71 .Income tax expenses (1) Income tax expenses Nil 72 .Other comprehensive income More details can be seen in Note. 73. Notes to statement of cash flows (1) Other cash receipts related to operating activities In RMB Item Amount as the period Amount as last period Interest income 275,296.73 172,796.40 Rental deposit and rent 244,000.00 Social insurance for others 11,615.09 Compensation for articles in the guest 8.00 105,919.00 rooms Confiscated income 1,194,445.50 Handling charges for price adjustment 346,472.00 fund Current account from Maming 240,000.00 Others 53,528.69 21,748.00 Total 584,448.51 2,081,380.90 Note of other cash receipts related to operating activities: Nil (2) Cash paid for other operating activities In RMB Item Amount as the period Amount as last period Business entertainment expenses 641,721.21 1,476,274.02 Audit fee 404,696.00 402,000.00 Announcement fee 240,345.40 240,202.00 123 司公限有份股心中游旅海东大南海 2016 文全告报度年年 Traveling expenses 205,293.67 643,482.95 Promotion expenses 116,318.27 Listing fee 80,000.00 80,000.00 Repair charge 79,354.40 109,586.10 Fuel fee, electricity fee and gas fee 62,767.95 114,360.00 Office expenses 31,066.70 38,972.69 Postage 30,171.22 47,493.71 Directors and supervisors membership 12,947.50 282,644.70 dues Price adjustment fund 156,797.00 338,670.00 Individual workers insurance fee and 553,990.56 519,817.96 housing fund Financial costs 81,651.44 63,582.60 Guarantee deposit from Sun Hongjie 657,261.23 Other expenses 274,262.27 441,379.62 Total 2,971,383.59 5,455,727.58 Note of cash paid for other operating activities: Nil (3) Cash received with other investment activities concerned In RMB Item Amount as the period Amount as last period VAT from income arising from debt 29,081.45 investment Total 29,081.45 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 124 司公限有份股心中游旅海东大南海 2016 文全告报度年年 (6) Cash paid for other financing activities Nil 74 .Supplementary information to statement of cash flows (1) Supplementary information to statement of cash flows In RMB Supplementary information Amount as the period Amount as last period (1) Net profit adjusted to cash flows from operating activities: -- -- Net profit -2,661,052.49 -7,477,866.40 Plus: provision for asset impairment -1,230.99 684,275.50 Depreciation of fixed assets, gas and oil assets and productive biological assets 3,533,710.59 4,305,154.86 Amortization of intangible assets 868,727.16 868,727.16 Amortization of long-term deferred expenses 593,014.30 285,104.90 Loss on disposals of fixed assets, intangible assets and other long-term assets ("-" 48,887.07 90,560.75 for gains) Investments loss ("-" for gains) -1,390,918.55 -422,000.00 Decrease in inventories ("-" for increases) -1,104.29 90,546.10 Decrease in operating receivables ("-" for increases) 555,543.09 2,399,070.37 Increase in operating payables ("-" for decreases) -268,888.91 -2,569,099.52 Other 1,489,685.04 Net cash flows from operating activities 2,766,372.02 -1,745,526.28 2. Significant investing and financing activities not involving cash receipts and -- -- payments: 3. Net changes in cash and cash equivalents: -- -- Ending balance of cash 27,210,248.01 19,782,392.26 Less: Beginning balance of cash 19,782,392.26 22,550,289.54 Net increase in cash and cash equivalents 7,427,855.75 -2,767,897.28 125 司公限有份股心中游旅海东大南海 2016 文全告报度年年 (2) Net cash paid for subsidiary obtained in Period Nil (3) Net cash received from disposal of subsidiary in Period Nil (4) Constitution of cash and cash equivalents In RMB Item Ending balance Beginning balance I. Cash 27,210,248.01 19,782,392.26 Including: cash on hand 273,523.86 596,940.75 Bank deposit available for payment at any 26,936,724.15 19,185,451.51 time III. Ending balance of cash and cash 27,210,248.01 19,782,392.26 equivalents Other note: Nil 75. Notes on items of changes of owner’s equity Nil 76. Assets with ownership or right-to-use restricted Nil 77. Foreign currency monetary items (1) Foreign currency monetary items Nil (2) Explanation on foreign operational entity, as for major foreign operational entity, disclosed foreign main operation land, book-keeping currency and basis; and disclosed reasons if the book-keeping currency changed □ Applicable√ Not applicable 78. Hedging Nil 126 司公限有份股心中游旅海东大南海 2016 文全告报度年年 79. Other VIII. Changes of consolidation scope 1. Enterprise consolidation not under the same control (1) Enterprise consolidation not under the same control in reporting period Nil (2) Consolidation cost and goodwill Nil (3) Identifiable assets, liability of the acquiree on purchasing date Nil (4) Gains or losses of the equity held before purchasing date, arising from re-measured by fair value Realized enterprise combine step by step through multi-trading and dealing obtained controlling rights in Period □Yes √No (5) On purchasing date or current combine period, fails to determine the combination consideration or acquiree’s fair value of identifiable assets and liabilities rationally Nil (6) Other notes Nil 2. Enterprise consolidation under the same control Nil 3. Counter purchase Basic information of transactions, basis of transactions constituting counter purchase, whether assets and liabilities reserved by listed companies constituting business and their basis, confirmation of combined cost, the amount occurred when adjusting rights and interests in accordance with equity transaction and its calculation: Nil 4. Disposal of subsidiaries Losing controlling rights while dispose subsidiary on one-time □Yes √No Dispose subsidiary step by step through multi-dealings and losing controlling rights in the Period 127 司公限有份股心中游旅海东大南海 2016 文全告报度年年 □Yes √No 5. Changes of combination scope Other reasons contributed the changes for combination scope (e.g. new subsidiary established, liquidate subsidiary etc.): Nil 6. Other Nil IX. Equity in other entity 1. Equity in the subsidiary Nil 2. Changes in the owner's equity share of the subsidiary and the transaction is still controlled subsidiary Nil 3. Equity in arrangement of joint venture or associated enterprises Nil 4. Important common management Nil 5. Equity in structured entities not included in the consolidated financial statements Nil 6. Other Nil X. The risk associated with financial instruments Nil XI. Disclosure of fair value Nil 128 司公限有份股心中游旅海东大南海 2016 文全告报度年年 XII. Related parties and related party transactions 1. Parent company of the company Nil 2. Subsidiary of the Company More detail of subsidiary of the Company can be seen in Note. 3. Joint-venture and affiliated enterprise of the Company Nil 4. Other related parties Nil 5. Related party transactions (1) Sale of goods/rendering of labor services/labor service offering Sale of goods/rendering of labor services: Nil Goods sold and labor service offering In RMB Contents of related party Related party Amount as the period Amount as last period transactions Luoniushan Co., Ltd. Accommodation 29,566.04 28,981.89 Note of sale of goods/rendering of labor services/labor service offering: Nil (2) Related trusteeship/contract and delegated administration/outsourcing Nil (3) Related leasing Nil (4) Related guarantee Nil (5) Borrowed funds of related party Nil 129 司公限有份股心中游旅海东大南海 2016 文全告报度年年 (6) Related party’s assets transfer and debt reorganization Nil (7) Remuneration of key management In RMB Item Amount as the period Amount as last period Key management compensation 1,161,900 1,147,100 (8) Other related transactions Nil 6. Receivables and payables of related parties (1) Receivable In RMB Ending balance Beginning balance Name Related party Provision for bad Provision for bad Book balance Book balance debt debt Accounts Luoniushan Co., Ltd. 10,668.00 8,413.23 receivable (2) Payables Nil 7. Related party commitment Nil 8. Other XIII. Share-base payment 1. Overall performance of share-base payment □ Applicable√ Not applicable 2. Share-base payment settled by equity □ Applicable√ Not applicable 3. Share-base payment settled by cost □ Applicable√ Not applicable 130 司公限有份股心中游旅海东大南海 2016 文全告报度年年 4. Modification and termination of share-base payment 5. Other XIV. Commitments and contingencies 1. Material commitments Major commitments on balance sheet date 2. Contingencies (1) Major contingencies on balance sheet date At May 26,2016 the Company received lawyer’s letter of Hainan Yunfan law firm which is entrusted by Hainan Power , Grid Co., LTD Sanya Power Supply Bureau (hereinafter referred to as the "Sanya Power Supply Bureau"), the letter claims that Sanya Power Supply Bureau found that the Company’s subsidiary South China Grand Hotel of Hainan Dadonghai Tourism Center (Holdings) Co., Ltd’s the amount of CT is different with its marketing management system record. The inconformity time is July, 2006, and the hotel’s CT is changing on April, 2016. Therefore, undercounted electricity consumption amount is 10,313,373.00 kilowatt-hours, and estimated cost is 7,200,165.75 Yuan as various electricity prices and charges. According to the file “Law Advisory Opinion about Retroactive Power (Charge) Dispute between South China Grand Hotel and Sanya Power Supply Bureau” issued by Beijing Junhe (Haikou) Law Firm at December 20, 2016, which claims that Sanya Power Supply Bureau has responsibility for CT to purchase, install, enseal, unseal and change, therefore, the responsibility of the guilty party for undercounted electricity consumption of South China Grand Hotel is Sanya Power Supply Bureau. According to the one hundred and thirty-five item of “General Rule of Civil Law”, this item claims that limitation of action is two years if accuser request people's court’s protection, except situations provided by law. The Company has withheld the undercounted electricity consumption cost in 2016 which is about 1,489,685.04 Yuan during the period from April, 2014 to April, 2016. (2) For no major contingencies disclosed, explain reasons The Company has no major contingencies should be disclosed 131 司公限有份股心中游旅海东大南海 2016 文全告报度年年 3. Other XV. Event after balance sheet date 1. Major non-adjustment events Nil 2. Profit distribution Nil 3. Sales return Nil 4. Explanation on other events after balance sheet date 1. On 29 March 2017, being decision from 12th meeting of 8th session of the Board, the Company plans no profit distribution and capitalizing of common serves either. 2. The fine 19,810,000.00 Yuan about the irregularities of the company for Company stock exchange found by CSRC(China Securities Regulatory Commission) has been paid at February 20, 2017. XVI. Other significant events 1 .Correction of accounting errors in previous period Nil 2. Debt reorganization Nil 3. Assets replacement (1) Non-monetary assets replacement: Nil (2) Others assets replacement: Nil 4. Annuity plan: nil 5. Termination of operation Nil 132 司公限有份股心中游旅海东大南海 2016 文全告报度年年 6. Segment information (1) Determination basis and accounting policy of the reportable segment: Nil (2) Financial information of the reportable segment: Nil (3) As for the total assets and liabilities of the reportable segment that can not be disclosed, explain the reasons: Nil (4) Other note: nil 7. Major trading and items shows influence on investors’ decision-making: nil 8. Other: nil XVII. Note on financial statement of parent company 1. Accounts receivable (1) Accounts receivable by type Nil Accounts receivable with large single amount and accrued for provision of bad debt on a single basis at period-end: □ Applicable√ Not applicable Accounts receivable accrued for provision of bad debt by aging analysis method in portfolio: □ Applicable√ Not applicable Accounts receivable accrued for provision of bad debt by percentage of balance in portfolio: □ Applicable√ Not applicable Accounts receivable accrued for provision of bad debt by other methods in portfolio: (2) Provision for bad debts accrued, regain or switch back in the Period Nil (3) Account receivables actually cancel after verification in Period Nil 133 司公限有份股心中游旅海东大南海 2016 文全告报度年年 (4) Top five account receivables collected by arrears party at ending balance: nil (5) Account receivables recognition terminated due to transfer of financial assets: nil (6) Account receivables transferred and assets & liability formed by its continuous involvement: nil 2. Other receivables (1) Other receivables by type Nil Other receivables with large single amount and accrued for provision of bad debt on a single basis at period-end: □ Applicable√ Not applicable Other receivables accrued for provision of bad debt by aging analysis method in portfolio: □ Applicable√ Not applicable Other accounts receivable accrued for provision of bad debt by percentage of balance in portfolio: □ Applicable√ Not applicable Other accounts receivable accrued for provision of bad debt by other methods in portfolio: □ Applicable√ Not applicable (2) Provision for bad debts accrued, regain or switch back in the Period: Nil (3) Other receivables actually written off in the reporting period: Nil (4) Other account receivables category by nature of money: Nil (5) Top five other account receivables collected by arrears party at ending balance: Nil (6) Account receivables with government subsidies involved: Nil (7) Other account receivables recognition terminated due to transfer of financial assets: Nil (8) Other account receivables transferred and assets & liability formed by its continuous involvement: Nil 3. Long-term equity investment: nil 4. Operation income and operation cost Nil 134 司公限有份股心中游旅海东大南海 2016 文全告报度年年 5. Investment income: nil 6. Other XVIII. Supplementary information 1. Details of current non-recurring profits and losses √ Applicable□ Not applicable In RMB Item Amount Remark Net income achieved from equity Profits or losses from disposal of non-current assets 380,866.43 transfer Fund occupancy expenses collected from non-financial Net income achieved from debt 961,165.05 investment enterprises and accounted into current profit and loss Other non-operating income and expense other than the 69,606.00 abovementioned ones Total 1,411,637.48 -- 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 2. REO and earnings per share Earnings per share Profits during report period Weighted average ROE Basic EPS Diluted EPS (Yuan/share) (Yuan/share) Net profits belong to common stock stockholders -3.52% -0.0073 -0.0073 of the Company Net profits belong to common stock stockholders of the Company after deducting nonrecurring -5.39% -0.0112 -0.0112 gains and losses 3. 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) □ Applicable√ Not applicable 135 司公限有份股心中游旅海东大南海 2016 文全告报度年年 (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) □ Applicable√ Not applicable (3) Explanation on data differences under the accounting standards in and out of China; as for the differences adjustment audited by foreign auditing institute, listed name of the institute 4. Other 136 司公限有份股心中游旅海东大南海 2016 告报度年年 文全 Section XII. Documents available for references I. Financial statement with signature and seal of legal person, person in charge of accounting works and person in charge of accounting organ (accountant in charge); II. Original audit report seal with accounting firms and signature and seal from CPA; III. The original manus of all documents and announcements of the Company publicly disclosed on Securities Times and Hong Kong Commercial Daily during the report period The above said documents are prepared in the security department of the Company Board of Directors of HAINAN DADONGHAI TOURISM CENTER (HOLDINGS) CO., LTD. Chairman: Li Yuanbin 29 March 2017 137
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