CHINA MERCHANTS PORT GROUP CO., LTD.
ANNUAL REPORT 2022
Date of disclosure: 4 April 2023
CHAIRMAN’S STATEMENT
Dear shareholders,
I hereby present to you the annual report of China Merchants Port Group Co., Ltd. and its subsidiaries
(the “Company”) for the year ended 31 December 2022. On behalf of the Board, I would like to
express my sincere gratitude to all of you for your long-term support to the Company.
The Company is a crucial vehicle for China Merchants Group to implement the development tasks of
the "14th Five-Year Plan" and the strategy of Guangdong-Hong Kong-Macao Greater Bay Area.
Serving not only as the core enterprise of China Merchants Group's port sector, the Company is also
the capital operation and management platform for the group's global port assets, hence playing a key
role in the consolidation and synergistic development of China Merchants Group’s port assets. The
Company has become a world-leading port investor, developer and operator.
By integrating into the overall development of the country, implementing new development concepts
based on the new development stage and building a new development pattern, the Company will
strive to promote its high-quality development and become a high-quality world-class comprehensive
port service provider. While cultivating new innovative businesses with a focus on core port
businesses, strengthening the supporting role of scientific and technological innovation and building
an independent and controllable terminal operating system, it will strive to build a smart and diverse
port ecosystem. By actively exploring and participating in global port resource integration
opportunities, optimizing the port network system on a continuous basis and strengthening external
and internal coordination, we will provide customers with more economical, higher-quality, and more
efficient service solutions and deepen strategic cooperation with customers, thus creating greater
value for the Company and more returns for shareholders, and making an important contribution to
maintaining the safety, stability, and smoothness of the supply chain.
Review for the year
In 2022, the long-tail effect of "Black Swan" events such as the conflict between Russia and Ukraine
continued to affect countries around the world, geopolitical conflicts between regions intensified, a
new round of global inflation spread, and interest rates and exchange rates continued to fluctuate.
These uncertain factors continued to increase, which led to unstable and uneven development trend
of global economic recovery and also brought certain challenges to the daily operation and
management of enterprises. Facing the complex external environment, the Company actively
responded to various challenges, focused on key areas of work, such as development of leading ports,
deepening reform, business expansion, technological innovation, comprehensive development, smart
operation, asset optimization, and ESG, and successfully accomplished its strategic goals and various
operational objectives of the year.
Financial performance: In 2022, the Company achieved operating income of RMB16.23 billion, up
by 6.19% year-on-year. The net profit attributable to the parent company was RMB3.34 billion, up
by 24.26% year-on-year. Deduction of non net profit attributable to the parent company was
RMB3.35 billion, up by 42.00% year-on-year. A number of business performances hit record highs.
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China Merchants Port Group Co., Ltd. Annual Report 2022
Business performance: In terms of container business, the Company handled a total container
throughput of 145.948 million TEUs in 2022, up by 7.0% year-on-year, of which the container
throughput handled by mainland port projects was 105.174 million TEUs, up by 10.5% year-on-year,
which was better than the average growth level of national ports; In terms of bulk cargo business, the
Company handled a bulk cargo volume of 740 million tonnes in 2022, representing an increase of
20.6% year-on-year, mainly because the Company, as a strategic investor, completed the subscription
for the A Shares of Ningbo Port issued under the non-public issuance of A Shares in 2021, and the
business volume of Ningbo Port has been included in the Company's statistics from October 2022,
bringing 8.172 million TEUs of containers and 150 million tonnes of bulk cargo increments in 2022.
In terms of key priorities, firstly, we achieved results in the construction of strong ports. The market
share of the West Shenzhen homebase port in the three ports in South China increased by 1.2
percentage points to 19.1%, and the South China bulk cargo operation center was established, opening
a new high-quality development pattern for bulk cargo in the West Shenzhen homebase port; the
regional influence of the overseas home port has increased, and revenue and net profit of CICT in Sri
Lanka hit new highs since the opening of the port, enhancing the leading position of the ports in terms
of the market share. Secondly, we achieved fruitful results in the capital operation. The non-public
issuance of A shares by the Company to Zhejiang Seaport Group and the non-public issuance of A
shares by Ningbo Port to the Company have been completed, strengthening the comprehensive hub
role of both ports; The Company's holding subsidiary, China Merchants Port, increased its
shareholding in SIPG Group to 28.05%, consolidating its position as the second largest shareholder;
China Merchants Port increased its shareholding in AAT and held 34.6% interests as the second
largest shareholder, optimizing the layout of the logistics supply chain in the Guangdong-Hong Kong-
Macao Greater Bay Area; the Company increased its shareholding of Antong Holdings to 6.83%,
further expanding the influence of the port and shipping business. Thirdly, we deepened reform to
stimulate vitality. The Company was selected as one of the “Double Hundred Enterprises" for the
reform of state-owned enterprises. Focusing on the “double-hundred action”, the Company deepened
and promoted the reform of mixed ownership, improved the efficiency of corporate governance
operations, strengthened the reform of the employment mechanism and the construction of the
international talent system, and comprehensively improved the level of party leadership and party
building in the enterprise, injecting new impetus for enterprise development. Fourthly, new
breakthroughs were achieved in smart technology. A TOS project was granted by the Ministry of
Transport to CMIT, and China Merchants' smart port solution achieved phased results; the Mawan
autonomous driving project was successfully selected as the first batch of pilot applications for smart
transportation by the Ministry of Transport, and the smart port solution was selected as a
recommendation catalogue for successful technological innovation by central enterprises, and won
the only special prize for scientific and technological progress of the China Ports & Harbours
Association in 2021.
Outlook
Looking forward to 2023, as the energy shock caused by the conflict between Russia and Ukraine
continues to stimulate inflation and increase global risks, economic growth will face greater
uncertainty. The global economy will enter a recovery stage of low-to-medium growth, and trends in
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China Merchants Port Group Co., Ltd. Annual Report 2022
major economies and emerging economies will diverge. 2023 is a critical year for China to implement
the "14th Five-Year Plan". China will overcome the adverse effects of various unexpected shocks on
the economy, and strive to achieve steady improvement in quality and reasonable growth in quantity
in terms of its economic development. It is expected that with the gradual implementation of various
economic stabilization policies and the continuous release of the effects of various trade agreements,
China will further enhance the flow of elements of cross-border trade, enhance the momentum of
commodity import and export, and provide new growth opportunities for the port industry. In addition,
the coordinated transformation and development of port digitalization and greenization will also
inject new development momentum into the port industry.
In 2023, the Company will continue to grasp the general thrust of seeking progress while maintaining
stability, and strive to build a comprehensive port service system with stronger innovation and higher
added value based on the two-wheel drive model of "endogenous growth" and "innovation upgrading".
In terms of home port construction, the West Shenzhen homebase port will continue to optimize the
layout of the logistics supply chain in the Guangdong-Hong Kong-Macao Greater Bay Area. Overseas
home ports will continue to promote the construction of CICT+HIPG "Gemini(双子星)" South Asia
regional international shipping center; in terms of technological innovation, the Company will adhere
to innovation-driven principle, promote the Company's industrial transformation and upgrading and
sustained and stable growth; in terms of market expansion, the Company will change from
shopkeepers (坐商) into itinerant merchants (行商), adhere to customer-centric and market-oriented
principle, and comprehensively improve business development; in terms of operation management,
the Company will accelerate the construction of "empowerment-specialty-value” operation
management and control system; in terms of comprehensive development, domestic comprehensive
development should do a good job in planning and construction and focus on bonded logistics
innovation business, and overseas comprehensive development will continue to improve the
comprehensive development model of “Port-Park-City”; in terms of capital operation , the Company
will continue to improve capital operation, promote the creation of financial value, and prevent
investment risks. Through the implementation of the above business plan, the Company will achieve
leapfrog and higher quality development.
Appreciation
In 2022, facing the complicated external environment and risk challenges, the Company adhered to
its strategic directives, took the initiative to embrace changes, and thus recorded positive results for
various tasks and its operating performances have been growing steadily year-on-year. All of these
could not be accomplished without the dedication from all of our staff and the support from our
shareholders, investors, business partners, and those in the society who have taken to heart the
Company’s interest. For this, I would like to extend my most sincere appreciation and deepest
gratitude.
Deng Renjie
Chairman
3
China Merchants Port Group Co., Ltd. Annual Report 2022
Part I Important Notes, Table of Contents and Definitions
The Board of Directors (or the “Board”), the Supervisory Committee as well as the directors,
supervisors and senior managers of China Merchants Port Group Co., Ltd. (hereinafter referred to as
the “Company”) hereby guarantee the factuality, accuracy and completeness of the contents of this
Report and its summary, and shall be jointly and severally liable for any misrepresentations,
misleading statements or material omissions therein.
Wang Xiufeng, the Company’s legal representative, Tu Xiaoping, the Company’s Chief Financial
Officer, and Huang Shengchao, the person-in-charge of the accounting organ hereby guarantee that
the financial statements carried in this Report are factual, accurate and complete.
All the Company’s directors have attended the Board meeting for the review of this Report and its
summary.
Any forward-looking statements such as future plans or development strategies mentioned herein
shall not be considered as the Company’s promises to investors. And investors are reminded to
exercise caution when making investment decisions. Possible risks faced by the Company and
countermeasures have been explained in “Part III Management Discussion and Analysis” herein,
which investors are kindly reminded to pay attention to.
Securities Times, China Securities Journal, Shanghai Securities News, Ta Kung Pao (HK) and
www.cninfo.com.cn have been designated by the Company for information disclosure. And all
information about the Company shall be subject to what’s disclosed on the aforesaid media. Investors
are kindly reminded to pay attention to these media.
The Board has approved a final dividend plan as follows: based on 2,499,074,661 shares, a cash
dividend of RMB4.50 (tax inclusive) per 10 shares is to be distributed to shareholders, with no bonus
issue from either profit or capital reserves.
This Report and its summary have been prepared in both Chinese and English. Should there be any
discrepancies or misunderstandings between the two versions, the Chinese version shall prevail.
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China Merchants Port Group Co., Ltd. Annual Report 2022
Table of Contents
Chairman’s Statement ....................................................................................................................... 2
Part I Important Notes, Table of Contents and Definitions ........................................................... 4
Part II Corporate Information and Key Financial Information ................................................... 9
Part III Management Discussion and Analysis ............................................................................. 17
Part IV Corporate Governance ...................................................................................................... 61
Part V Environmental and Social Responsibility ....................................................................... 103
Part VI Significant Events ............................................................................................................. 121
Part VII Share Changes and Shareholder Information ............................................................. 158
Part VIII Preference Shares.......................................................................................................... 169
Part IX Bonds ................................................................................................................................. 170
Part X Financial Statements ......................................................................................................... 185
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China Merchants Port Group Co., Ltd. Annual Report 2022
Documents Available for Reference
I. Financial Statements carrying the signatures and stamps of the Company Principal, the Chief
Financial Officer and the person in charge of accounting firm;
II. The 2022 Auditor's Report stamped by the accounting firm and signed and stamped by
registered accountants; and
III. Original copies of all documents and the announcements thereof disclosed in the Reporting
Period on Securities Times, China Securities Journal, Shanghai Securities News, Ta Kung Pao
(HK) and www.cninfo.com.cn.
6
China Merchants Port Group Co., Ltd. Annual Report 2022
Definitions
Term Definition
The “Company”, “CMPort” or China Merchants Port Group Co., Ltd., formerly known as
“we” “Shenzhen Chiwan Wharf Holdings Limited”
CMG China Merchants Group Co., Limited
CMPort Holdings China Merchants Port Holdings Company Limited (00144.HK)
China Merchants Gangtong Development (Shenzhen) Co., Ltd.,
CMGD
a Broadford Global majority-owned subsidiary in Shenzhen
CND Group China Nanshan Development (Group) Inc.
Shenzhen Chiwan Wharf Holdings Limited (stock name: Chiwan
Chiwan Wharf
Wharf/ Chiwan Wharf-B; stock code: 000022/200022)
Malai Storage Shenzhen Malai Storage Co., Ltd.
China Merchants Port Investment Development Company
CMPID
Limited
The “Assets Purchase via Share Chiwan Wharf’s purchase of 1,313,541,560 ordinary CMPort
Offering” Holdings shares from CMPID via share offering
Broadford Global Limited, a wholly-owned subsidiary of CMG
Broadford Global
Hong Kong
CSRC China Securities Regulation Commission
TEU Twenty Foot Equivalent Unit
The wharf e-commerce platform, i.e. the unified customer service
CM ePort
platform
Shunde New Port Guangdong Yide Port Limited
Dongguan Machong Dongguan Chiwan Port Service Co., Ltd.
SIPG Shanghai International Port (Group) Co., Ltd.
Ningbo Daxie China Merchants International Container Terminal
CMICT
Co., Ltd.
Ningbo Port Ningbo Zhoushan Port Company Limited
Liaoning Port Co., Ltd., formerly known as Dalian Port (PDA)
Liaoning Port/ Dalian Port
Company Limited
Yingkou Port Yingkou Port Co., Ltd.
QQCTU Qingdao Qianwan United Container Terminal Co., Ltd.
QQTU Qingdao Qianwan United Terminal Co., Ltd.
Qingdao Dongjiakou Qingdao Port Dongjiakou Ore Terminal Co., Ltd.
Laizhou Port Yantai Port Group Laizhou Port Co. LTD
Tianjin Port Container Terminal Tianjin Port Container Terminal Co., Ltd.
Shantou Port Shantou CMPort Group Co., Ltd.
Zhangzhou Port Zhangzhou China Merchants Port Co., Ltd.
Xiamen Port Zhangzhou China Merchants Xiamen Port Affairs Co., Ltd.
Zhanjiang Port Zhanjiang Port (Group) Co., Ltd.
CMCS China Merchants Container Services Limited
Modern Terminals Modern Terminals Limited
Taiwan Kao Ming Container Kao Ming Container Terminal Corp.
CICT Colombo International Container Terminals Ltd.
7
China Merchants Port Group Co., Ltd. Annual Report 2022
HIPG Hambantota International Port Group
TCP TCP Participaes S.A.
LCT Lome Container Terminal Ltd.
TICT Tin-Can Island Container Terminal Ltd.
PDSA Port de Djibouti S.A.
Kumport Liman Hizmetleri ve Lojistik Sanayi ve Ticaret Anonim
Kumport
Sirketi
TL Terminal Link S.A.S.
Haixing Harbor Shenzhen Haixing Harbor Development Co., Ltd.
State-Owned Assets Supervision and Administration
SASAC of the State Council
Commission of the State Council
CMB China Merchants Bank Co., Ltd.
Zhejiang Provincial Seaport Investment & Operation Group Co.
Seaport Group
Ltd.
Ningbo Zhoushan Port Group Ningbo Zhoushan Port Group Co., Ltd.
The cninfo website www.cninfo.com.cn
SZSE Shenzhen Stock Exchange
The “Articles of Association” The Articles of Association of China Merchants Port Group Co.,
Ltd.
Expressed in the Chinese currency of Renminbi
RMB
Expressed in tens of thousands of Renminbi
RMB’0,000
Expressed in hundreds of millions of Renminbi
RMB’00,000,000
(unless otherwise specified)
Note: In this Report, certain total numbers may not be exactly equal to the summation of their sub-
item numbers as a result of roundoff.
8
China Merchants Port Group Co., Ltd. Annual Report 2022
Part II Corporate Information and Key Financial Information
I Corporate Information
CM Port Group/
Stock name Stock code 001872/201872
CM Port Group B
Stock exchange for stock
Shenzhen Stock Exchange
listing
Company name in Chinese 招商局港口集团股份有限公司
Abbr. 招商港口
Company name in English China Merchants Port Group Co., Ltd.
Abbr. CMPort
Legal representative Wang Xiufeng
23-25/F, China Merchants Port Plaza, 1 Gongye 3rd Road,
Registered address
Zhaoshang Street, Nanshan, Shenzhen, PRC
Zip code 518067
On 14 December 2018, the Company completed the formalities
with the competent industrial and commercial administration to
change its registered address from “8/F, Chiwan Petroleum Plaza,
Changes of registered address
Zhaoshang Street, Nanshan, Shenzhen, PRC” to “23-25/F, China
Merchants Port Plaza, 1 Gongye 3rd Road, Zhaoshang Street,
Nanshan, Shenzhen, PRC”.
23-25/F, China Merchants Port Plaza, 1 Gongye 3rd Road,
Office address
Zhaoshang Street, Nanshan, Shenzhen, PRC
Zip code 518067
Company website http://www.cmp1872.com
Email address Cmpir@cmhk.com
II Contact Information
Board Secretary Securities Representative
Name Li Yubin Hu Jingjing
24/F, China Merchants Port
24/F, China Merchants Port Plaza,
Plaza, 1 Gongye 3rd Road,
Address 1 Gongye 3rd Road, Zhaoshang
Zhaoshang Street, Nanshan,
Street, Nanshan, Shenzhen, PRC
Shenzhen, PRC
Tel. +86 755 26828888 +86 755 26828888
Fax +86 755 26886666 +86 755 26886666
Email address Cmpir@cmhk.com Cmpir@cmhk.com
III Media for Information Disclosure and Place where this Report Is Lodged
Stock exchange website where this Report is
http://www.szse.cn
disclosed
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China Merchants Port Group Co., Ltd. Annual Report 2022
Securities Times, China Securities Journal,
Media and website where this Report is
Shanghai Securities News, Ta Kung Pao (HK)
disclosed
and www.cninfo.com.cn
Place where this Report is lodged Board Office
IV Change to Company Registered Information
Unified social credit
91440300618832968J
code
On 14 December 2018, the Company changed its business scope registered
with the industrial and commercial administration. The new business scope
includes: construction, management and operation of ports and wharves;
bonded warehousing of various goods for import and export; development,
construction and operation of supporting parks in ports; loading, unloading,
transhipment, warehousing and transportation of international and
domestic goods and processing of goods; devanning and LCL operations,
cleaning, repairing, manufacturing and leasing of containers; international
freight forwarding; vehicle and ship leasing; the provision of ship and port
Change to principal
services including the provision of fuels, supplies and daily necessities for
activity of the
ships; ship towing (no operation using foreign ships); leasing and repair
Company since going
services of port facilities, equipment and machinery; import and export of
public (if any)
various goods and technologies on a self-operation or agency basis,
excluding the goods and technologies restricted or forbidden for import and
export by the state; port logistics and port information technology
consulting services; technical development and services in respect of
modern logistics information systems; supply chain management and
related services; design of logistics plans; engineering project
management; development, research and consulting services in respect of
port engineering technologies. (In respect of any operations that require
approval according to law, the approval must be obtained before operation).
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China Merchants Port Group Co., Ltd. Annual Report 2022
1. On 8 June 2018, as the ownership of 209,687,067 Chiwan Wharf shares
formerly held by CND Group and 161,190,933 Chiwan Wharf shares
formerly held by Malai Storage was officially transferred to CMGD,
CMGD, holding 57.52% of the Company’s outstanding share capital,
became the controlling shareholder of the Company. Meanwhile, CMG
remains the actual controller of the Company.
2. On 26 December 2018, the Company issued RMB-denominated
ordinary shares (A-shares) at RMB21.46/share to CMPID for the
acquisition of the 1,313,541,560 CMPort Holdings ordinary shares that it
held. Upon the Acquisition, the Company’s total share capital has become
Every change of
1,793,412,378 shares. Meanwhile, as Broadford Global controls an 87.81%
controlling shareholder
aggregated voting right in the Company (direct interests and interests
since incorporation (if
through CMPID and CMGD), it is the direct controlling shareholder of the
any)
Company. Meanwhile, CMG remains the actual controller of the Company.
3. Zhejiang Provincial Seaport Investment & Operation Group Co., Ltd.
subscribed for 576,709,537 shares of the Company offered in a non-public
manner at RMB18.50 per share. The subscribed shares were floated on
Shenzhen Stock Exchange on 12 October 2022. Upon the Acquisition,
Broadford Global directly holds the Company’s equity and controls an
63.02% aggregated voting right in the Company through controlling
CMPID and CMGD. Broadford Global is the direct controlling shareholder
of the Company. Meanwhile, CMG remains the actual controller of the
Company.
V Other Information
The independent audit firm hired by the Company:
Name Deloitte Touche Tohmatsu Certified Public Accountants LLP
Office address 30/F, 222 Yan An Road East, Huangpu District, Shanghai, P.R.C.
Accountants writing
Li Weihua, and Wang Hongmei
signatures
The independent sponsor hired by the Company to exercise constant supervision over the Company
in the Reporting Period:
Name Office address Representatives Period of supervision
27/F and 28/F, Tower 2,
China International China World Trade Wu Jiaqing, and 12 October 2022 - 31
Capital Corporation Center, 1 Jianguomenwai Peng Yanzhe December 2023
Limited Avenue, Chaoyang
District, Beijing
No.111, Fuhua Yi Road,
China Merchants Futian Street, Futian Wang Dawei, 12 October 2022 - 31
Securities Co., Ltd. District, Shenzhen, and Li Mingze December 2023
Guangdong, P.R.China
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China Merchants Port Group Co., Ltd. Annual Report 2022
VI Key Financial Information
Indicate by tick mark whether there is any retrospectively restated datum in the table below.
□ Yes √ No
2022-over-
2022 2021 2020
2021 change
Operating revenue
16,230,489,127.55 15,283,808,174.60 6.19% 12,756,744,317.91
(RMB)
Net profit
attributable to the
listed company’s 3,337,446,222.82 2,685,829,204.07 24.26% 2,073,844,409.04
shareholders
(RMB)
Net profit
attributable to the
listed company’s
3,345,170,153.81 2,355,700,274.23 42.00% 1,271,352,002.64
shareholders before
exceptional gains
and losses (RMB)
Net cash generated
from/used in
6,920,377,390.35 6,510,326,570.48 6.30% 5,551,289,013.01
operating activities
(RMB)
Basic earnings per
1.61 1.40 15.00% 1.08
share (RMB/share)
Diluted earnings
per share 1.61 1.40 15.00% 1.08
(RMB/share)
Weighted average
7.54% 6.99% 0.55% 5.67%
return on equity (%)
Change of 31
December 2022
31 December 2022 31 December 2021 31 December 2020
over 31 December
2021 (%)
Total assets (RMB) 197,525,530,887.76 175,984,101,168.66 12.24% 168,728,326,345.77
Equity attributable
to the listed
company’s 54,267,143,304.02 39,801,188,662.13 36.35% 37,165,277,744.78
shareholders
(RMB)
Indicate by tick mark whether the lower of the net profit attributable to the listed company’s
shareholders before and after exceptional gains and losses was negative for the last three accounting
years, and the latest independent auditor’s report indicated that there was uncertainty about the
Company’s ability to continue as a going concern.
□ Yes √ No
Indicate by tick mark whether the lower of the net profit attributable to the listed company’s
shareholders before and after exceptional gains and losses was negative.
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China Merchants Port Group Co., Ltd. Annual Report 2022
□ Yes √ No
The total share capital at the end of the last trading session before the disclosure of this Report:
Total share capital at the end of the last trading session
2,499,074,661
before the disclosure of this Report (share)
Fully diluted earnings per share based on the latest total share capital above:
Fully diluted earnings per share based on the latest total
1.3355
share capital above (RMB/share)
VII Accounting Data Differences under China’s Accounting Standards for Business
Enterprises (CAS) and International Financial Reporting Standards (IFRS) and Foreign
Accounting Standards
1. Net Profit and Equity under CAS and IFRS
□ Applicable √ Not applicable
No difference for the Reporting Period.
2. Net Profit and Equity under CAS and Foreign Accounting Standards
□ Applicable √ Not applicable
No difference for the Reporting Period.
3. Reasons for Accounting Data Differences between Domestics and Foreign Accounting
Principle
□ Applicable √ Not applicable
VIII Key Financial Information by Quarter
Unit: RMB
Q1 Q2 Q3 Q4
Operating revenue 4,020,203,113.25 4,130,259,253.94 3,971,339,655.24 4,108,687,105.12
Net profit attributable to the
listed company’s 859,493,121.60 1,122,368,203.02 771,042,670.19 584,542,228.01
shareholders
Net profit attributable to the
listed company’s
838,801,864.90 1,081,747,380.70 738,503,229.51 686,117,678.70
shareholders before
exceptional gains and losses
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China Merchants Port Group Co., Ltd. Annual Report 2022
Net cash generated
from/used in operating 999,264,265.35 2,221,986,911.74 1,782,510,001.40 1,916,616,211.86
activities
Indicate by tick mark whether any of the quarterly financial data in the table above or their
summations differs materially from what have been disclosed in the Company’s quarterly or semi-
yearly reports.
□ Yes √ No
IX Exceptional Gains and Losses
Unit: RMB
Item 2022 2021 2020 Note
Gain or loss on
disposal of non-
current assets
(inclusive of -104,372,804.10 233,551,553.79 1,480,572,929.90 -
impairment
allowance write-
offs)
Government
subsidies charged to
current profit or
loss (exclusive of
government
subsidies given in
the Company’s 196,086,614.17 314,172,152.25 238,216,977.76 -
ordinary course of
business at fixed
quotas or amounts
as per the
government’s
uniform standards)
Capital occupation
charges on non-
financial enterprises
189,123,975.49 232,343,789.35 232,906,880.87 -
that are charged to
current profit or
loss
Current profit or
loss on subsidiaries
obtained in business
combinations
involving
enterprises under - -3,255,790.50 - -
common control
from the period-
beginning to
combination dates,
net
Gain or loss on fair-
value changes in -129,033,650.11 221,242,275.17 -409,658,173.58 -
held-for-trading
14
China Merchants Port Group Co., Ltd. Annual Report 2022
financial assets and
liabilities & income
from disposal of
held-for-trading
financial assets and
liabilities and
available-for-sale
financial assets
(exclusive of the
effective portion of
hedges that arise in
the Company’s
ordinary course of
business)
Reversed portions
of impairment
allowances for
receivables which 18,730,660.58 93,196.96 46,709,066.77 -
are tested
individually for
impairment
Custodian fees
earned from - 1,663,396.22 1,886,792.45 -
entrusted operation
Non-operating
income and expense 216,674,035.87 -4,065,501.22 -42,615,710.20 -
other than the above
The operating
compensation
payable by a
subsidiary of the
Company to the
holding company of
its minority
Other gains and shareholders under
losses that meet the the agreement. In
definition of -213,574,591.16 - 753,988,749.80 2022, the Company
exceptional confirmed the
gain/loss compensation
equivalent to RMB
213,574,591.16. As
of 31 December
2022, the reserve
for credit losses has
been fully
withdrawn.
Less: Income tax
12,258,847.06 181,130,994.22 241,651,237.66 -
effects
Non-controlling
interests effects (net 169,099,324.67 484,485,147.96 1,257,863,869.71 -
of tax)
Total -7,723,930.99 330,128,929.84 802,492,406.40 --
Particulars about other gains and losses that meet the definition of exceptional gain/loss:
□ Applicable √ Not applicable
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China Merchants Port Group Co., Ltd. Annual Report 2022
No such cases for the Reporting Period.
Explanation of why the Company reclassifies recurrent gain/loss as an exceptional gain/loss item
listed in the Explanatory Announcement No. 1 on Information Disclosure for Companies Offering
Their Securities to the Public—Exceptional Gain/Loss Items:
□ Applicable √ Not applicable
No such cases for the Reporting Period.
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China Merchants Port Group Co., Ltd. Annual Report 2022
Part III Management Discussion and Analysis
I Industry Overview of the Company during the Reporting Period
1. External environment analysis
(1) Macroeconomic environment
In 2022, since the outbreak of the Russia-Ukraine conflict, developed economies led by Europe and
the United States jointly imposed sanctions on Russia, which resulted in global food, energy and other
commodities prices soaring, triggered global inflation, reduced the demand from global trade and
consumption, further casting a serious impact on the global economic prospects and posing more
uncertainties on the global economic and trade development. In order to curb the increasingly severe
inflation, the United States and the European Union have accelerated monetary tightening and
constantly raised the benchmark loan rate. The global liquidity was facing a realignment, which added
to the pressure on global economic and trade recovery. According to the “World Economic Outlook”
report published by the International Monetary Fund (IMF) in January 2023, the global economy in
2022 was expected to grow by 3.4%, among which developed economies and emerging economies
grew by 2.7% and 3.9%, respectively.
In view of the complex and volatile international situation and surrounding environment, China’s
domestic economy has withstood the impact and influence arising from factors beyond the expected,
showing its strong resilience and growth potential, and maintaining its long-term positive growth
trend. According to the National Bureau of Statistics of China, the GDP of China increased by 3% in
2022. As supply-side structural reform further deepened, and enterprises resumed work and
production in an orderly manner, and the regional trade cooperation in the Asia-Pacific was
strengthened, China would steadily achieve high-quality development and its economy was expected
to recover at a steady pace. According to the statistics published by the General Administration of
Customs of China, the total value of foreign trade of import and export of China amounted to
RMB42.07 trillion in 2022, representing a year-on-year increase of 7.7%, among which the export
value was RMB23.97 trillion, up by 10.5%, and the import value was RMB18.1 trillion, up by 4.3%.
The trade surplus was RMB5.87 trillion.
(2) Market environment of the port and shipping industry
In the first half of 2022, the worsening labor strikes in European and American ports and the great
impact on the global commodities arising from the Russia-Ukraine conflict, which led to the
adjustment of routes, ship delays, port congestion and container shortage from time to time. The
freight rate in the international market was still higher than that of the same period last year in spite
of its downward trend. In the second half of 2022, European and American ports resumed their normal
production activities successively, and the ordering of new ships and the orderly delivery of
containers significantly increased the shipping capacity. The freight rate in the international market
was officially on a downward trajectory, and the “disruption” situation of the maritime logistics
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China Merchants Port Group Co., Ltd. Annual Report 2022
supply chain was gradually eased. As new opportunities have been emerging in the industry,
digitalization, new energy and green infrastructure added new impetus to the industry transformation
and development. Under such circumstances, the global container throughput increased steadily in
2022, and China's industrial chain and supply chain maintained its overall steady operation, keeping
its strong position in the global industrial chain and supply chain pattern. In 2022, the container
throughput handled by major domestic ports recorded a significant increase. According to the national
port throughput data published by the Ministry of Transport of China in January 2023, the container
throughput handled by the national ports reached 296 million TEUs in 2022, representing an increase
of 4.7% year-on-year, and the national port cargo throughput reached 15,685 million tonnes,
representing an increase of 0.9% year-on-year.
(3) The Company’s industry position
The port industry is a crucial foundation of national economy and social progress, and is closely
linked to global economic and trade development. The Company is the China’s largest and global
leading port developer, investor, and operator, with a comprehensive port network across the hub
locations along coastal area of China, as well as Asia, Africa, Europe, Mediterranean Sea, Oceania,
South and North America, amongst others. Upholding an enterprising, steady and efficient operating
style, the Company capitalises on its global port portfolio, professional management experience, the
self-developed state-of-the-art terminal operation system and integrated logistics management
platform for exports and imports, thereby providing its customers with timely and efficient port and
maritime logistics services along with comprehensive and modern integrated logistics solutions. In
addition, the Company also invests in bonded logistics business and launches integrated park
development business, promotes the transformation and upgrade of the port industry, develops port
supporting industries, and is committed to improving the industrial efficiency and creating greater
value through the synergy within existing terminal network.
II Principal Activities of the Company during the Reporting Period
The Company is principally engaged in port operations, ancillary port-related services and bonded
logistics operations. The port operations include containers and bulk cargos, with a comprehensive
port network across the hub locations along coastal China, and the terminals which the Company
invested in or invested in and managed are located in hub locations across Hong Kong, Taiwan,
Shenzhen, Ningbo, Shanghai, Qingdao, Tianjin, Dalian, Zhangzhou, Zhanjiang, and Shantou, as well
as in Asia, Africa, Europe, Oceania, South and North America, amongst others. The ancillary port-
related services mainly include smart port solutions, an open platform for smart ports, smart port
technology operation and other port information technology businesses, as well as port tug services
and port trimming services, engineering supervision and management business. The bonded logistics
operations mainly include the provision of warehousing leasing, customs clearance, division or
merger of cargoes, documentation and other services for customers in Shenzhen Qianhaiwan Bonded
Port Zone, Qingdao Qianwan Bonded Port Zone, Tianjin Dongjiang Bonded Port Zone, the free trade
zone in Djibouti and Hambantota industrial park.
The main business segments of the Company are as follow:
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China Merchants Port Group Co., Ltd. Annual Report 2022
Business
Applications area
segments
Containers: the Company provides ship berthing, loading and unloading
services for ship companies, offers container storage service to ship companies
and cargo owners and provides overhead box services for tractor companies.
The Company also engages in the businesses of division or merger of cargoes
Port operations
in containers, container leasing and container;
Bulk cargoes: the Company is engaged in bulk cargo handling and transportation
in port zones, as well as storage services in yards. The major types of cargoes
handled include food, steel, woods.
The ancillary port-related services mainly include smart port solutions, an open
Ancillary port- platform for smart ports, smart port technology operation and other port
related services information technology businesses, as well as port tug services and port
trimming services, engineering supervision and management business.
The Company provides various services for clients (including logistics
companies, trading companies or cargo owners), for example, warehouse/yard
Bonded logistics
leasing, loading and unloading in warehouses/yards, customs clearance and
operations
division or merger of cargoes at terminals. It also provides documentation
services for tractors arriving or leaving the bonded logistics parks.
III Core Competitiveness Analysis
1. Sound shareholder background and resource integration capability
CMG, the de facto controller of the Company, was established in 1872, 151 years ago, and is
forerunner of China's industrial and commercial sectors with excellent resource integration
capabilities and strong brand power. It is a key state-owned enterprise under the direct administration
of the PRC central government. Headquartered in Hong Kong, CMG is an integrated enterprise with
diversified businesses and one of the four major Chinese enterprises in Hong Kong. Currently, it
mainly focusses on three core industries, namely transportation & logistics, integrated finance and
comprehensive development of cities and industrial zones. In recent years, it has successively realized
the transformation from these three primary industries to the three major platforms of industrial
management, financial services, investment and capital operation, and also began to deploy its
footprint in big health, testing and other sectors. CMG has been rated as a Grade A enterprise in the
Operating Results Assessment of the State-owned Assets Supervision and Administration
Commission of the State Council for 18 consecutive years, and is a central state- owned enterprise
that owns two Fortune 500 companies. CMG ranked among the top of state-owned enterprises in
terms of net profit and assets under management.
CMG has accelerated international development and preliminarily formed a relatively complete
network of overseas port, logistics, finance and park business. By virtue of the sound shareholder
background and ample domestic and overseas resources of CMG, CMPort strives to create a global
port investment and operation platform with international vision and global expansion capabilities as
well as an interconnected international port comprehensive service system, with a view to being a
world-class comprehensive port service provider and standing out from peers in the intensified global
competition.
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China Merchants Port Group Co., Ltd. Annual Report 2022
2. Well-balanced global port network distribution capability
As an important carrier for domestic and overseas port investment and operation of CMG, the
Company continues to conduct in-depth research on the current development situation and trends of
the global industrial chain and supply chain, follows the development trend and pattern of the global
trade and industry, seizes the significant national strategic opportunities arising from the construction
of the Guangdong-Hong Kong-Macao Greater Bay Area, the integration of the Yangtze River Delta
and the building of a national unified market, continually optimizes the global port network, and
properly invests in hub and gateways of strategic significance around the world.
In recent years, through mergers, acquisitions, restructuration, renovation of old ports, and building
of new ports, the Company has gradually built a modern port ecosystem with global coverage, further
enhancing the value of the port industry and pushing forward balanced regional development. After
years of overseas development, CMPort has formed a global business layout. Its port network
comprises 50 ports which are located in 25 countries and regions on six continents. Adhering to the
principle of “extensive consultation, joint development and shared benefits”, CMPort has developed
local-based business operation and formed a community of shared future with various countries and
regions, expanded its new international cooperation based on the consolidation of connectivity and
cooperation, forged ahead together toward the high-quality development. CMPort has arranged its
port network proportionately in different areas, optimized its port business and investment portfolio,
and balanced its investment portfolio within the life cycle of ports, which has enhanced its capabilities
of resisting risks of industry fluctuations, trade fictions and unexpected events to a larger extent.
3. Consistently optimized supply chain comprehensive service capability
With the overarching objective of becoming a high-quality and world-class comprehensive port
service provider, the Company keeps optimizing supply chain comprehensive service capability from
multiple perspectives. First, in respect of the advanced comprehensive development capability, taking
port business as the core and leveraging the synergy of different port zones as well as city-industry
integration, the Company continually explores the comprehensive port development model of “Port-
Park-City”. Based on the traditional loading and discharging and ancillary services at ports, it
established the comprehensive development model that offered high value-added services to
enterprises. Currently, the Company has participated in promoting the comprehensive port
development model of “Port-Park-City” in various overseas regions and has achieved remarkable
results and helped foster new profit growth points for the Company. Secondly, in respect of modern
comprehensive logistics service capability, the Company aims at increasing its global presence with
shipping routes across five continents. As both the shipping and port sectors gradually shifted to form
alliances, the Company is actively integrating its domestic and overseas port assets and capitalises on
its relatively complete global port network to provide customers with comprehensive port logistics
service solutions, forming its unique competitive strength. The Company actively promotes the
“coordinated port framework” with the West Shenzhen Port Zone as its core and a wide reach that
spreads to Chu Kong River port group, in order to build combined transport channels in the
Guangdong-Hong Kong-Macao Greater Bay Area, and realize the free trade of foreign goods in port
group in the Guangdong-Hong Kong-Macao Greater Bay Area. The Guangdong-Hong Kong-Macao
Greater Bay Area Combined Port Platform based on blockchain technology has been included in the
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China Merchants Port Group Co., Ltd. Annual Report 2022
first batch of national pilot reform projects for business environment innovation, and won the best
institutional Innovation Case of Guangdong Free Trade Zone in 2021 (广东自贸区 2021 年最佳制
度创新案例). As at the end of 2022, the project opened 25 coordinated ports, served more than 4,700
import and export enterprises in the Greater Bay Area, handled barge business of approximately 5,300
ships and vessel business of approximately 7,000 ships, served 68 large-scale customs brokers, 26
barge companies, 15 shipping agencies and liner companies and 412 barges online, and a total of
260,000 TEUs were handled.
4. Self-innovative intelligent port construction capability
To provide strong support for leading the technological innovation and industrial application of new
intelligent port, the Company actively seized the development opportunity in the wave of new
technologies, and promoted the digitalization transformation and intelligent upgrade of ports through
“CM Chip”, “CM ePort” and Smart Management Platform (SMP). “CM Chip” is the port production
and operation system self-developed by China Merchants International Technology Company
Limited, including Container Terminal Operation System (CTOS), Bulk Cargo Terminal Operation
System (BTOS), and Logistic Park Operation System (LPOS), with a view to realizing the digitization
and intellectualization of production and operation. Currently, the Company’ self-developed series
products of “CM Chip” have been fully applied in domestic and overseas terminals that the Company
mainly controls, which comprehensively enhances the core competitiveness of modern ports, and has
been launched and promoted across the industry. Based on the Company’s global port network, “CM
ePort” is a digitalized comprehensive service ecology platform facing the whole port shipping
logistics industry and integrating port, shipping, logistics and third-party ecommerce platform. It
provides services such as intelligent logistics, intelligent port as well as intelligent finance and
business, promotes construction of intelligent port ecology circle, facilitates transactions between
logistics-related parties through the platform for more efficiency, and delivers innovative port
services under an advanced business model. “SMP” is a united platform that runs through the whole
process, connects the whole scene, and docks the whole system of the enterprise, so as to achieve
comprehensive digital management of business process, and provide a one-stop operating model for
the Decision-making personnel, Management and Executive to support the management decision
based on the presentation and analysis of global business core data. “SMP” adheres to the
combination of top-level design and iterative development mode, with digital technology as the key
force, and the application of smart tools to drive the transformation of means, modes and concepts of
the operation and management of CMPort.
Focusing on nine major intelligent elements, namely “CM Chip, CM ePort, automation, intelligent
ports, 5G network application, blockchain, Beidou system, artificial intelligence, and green and low-
carbon development”, the Company actively promotes intelligent port construction and builds
“Mawan Smart Port”, the first 5G green and low-carbon intelligent port in the Guangdong-Hong
Kong-Macao Greater Bay Area. Currently, Mawan Smart Port has become a benchmark for the
transformation of traditional terminals to efficient, safe, green and unmanned smart terminals,
embarking on a new voyage toward powerful port of technology and forming intelligent port
comprehensive solutions with “CM Characteristics”. The "Research and application of Key
Technologies for the digitization and intellectualization of traditional container terminals" of CMPort,
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China Merchants Port Group Co., Ltd. Annual Report 2022
based on its major achievement, Mawan Smart Port, was honoured with the grand prize in 2021
Science and Technology Progress Award of China Ports and Harbours Association.
5. Sound and efficient port management capability
Adhering to the proactive, sound and efficient operating style and benefiting from its global port
assets and resources portfolio, the Company is committed to providing customers with timely and
efficient port and maritime logistics services as well as professional and first-class solutions, and has
become the preferred partner for customers and an important gateway for the country’ s foreign trade,
thereby making due contributions to the country’s foreign trade development. At the same time, the
Company also made an extensive investment in bonded logistics business to expand its port value
chain and enhance industrial value. Taking advantages of the synergy of its existing terminal network,
the Company created values for both its customers and shareholders.
The Company has earned itself good reputation across the industry by its professional management
experience accumulated for years, its self-developed global leading terminal operating system and
integrated logistics management platform for import and export, its extensive maritime logistics
support system with all-rounded modern integrated logistics solutions, and its high-quality
engineering management and reliable service offerings.
IV Core Business Analysis
1. Port business review
(1) Overview of port business
In 2022, the Company’s ports handled a total container throughput of 145.948 million TEUs, up 7.0%
year-on-year. Bulk cargo volume handled by the Company’s ports increased by 20.6% year-on-year
to 740 million tonnes. For container business, the Company’s ports in Mainland China handled a
container throughput of 105.174 million TEUs, representing a year-on-year increase of 10.5%, ports
in Hong Kong and Taiwan regions contributed a total container throughput of 6.897 million TEUs,
representing a year-on-year decrease of 10.2%, and the total container throughput handled by the
Company’s overseas ports grew by 0.9% year-on-year to 33.877 million TEUs. In terms of bulk cargo
business, the Company’s ports in Mainland China handled a bulk cargo volume of 734 million tonnes,
up 20.9% year-on-year, and overseas ports handled a bulk cargo volume of 5.526 million tonnes,
down 11.0% year-on-year.
Table 3-1 Throughput of the Company and changes in 2022
Item 2022 2021 Changes
Container throughput (’0,000
14,594.80 13,639.4 7.0%
TEU)
Among which: Mainland China 10,517.4 9,513.8 10.5%
Hong Kong and Taiwan 689.7 768.4 -10.2%
Overseas 3,387.7 3,357.2 0.9%
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China Merchants Port Group Co., Ltd. Annual Report 2022
Bulk cargo throughput (’0,000
73,953.4 61,308.5 20.6%
tonnes)
Among which: Mainland China 73,400.8 60,687.5 20.9%
Overseas 552.6 621.0 -11.0%
Note: 1. The statistics represented the total throughput of the holding subsidiaries, associates and joint
ventures of the Company; 2. Dalian Port Co., Ltd., the joint stock company, was generally changed
to Liaoning Port Co., Ltd due to the merger of Yingkou Port Co., Ltd. by it through conversion and
absorption. As such, the Company has been including the business volume of Yingkou Port Co., Ltd
since February 2021; 3. In September 2022, as a strategic investor, the Company completed the
subscription of private placement of A shares of Ningbo Port for 2021, thus holding aggregate 23.08%
equity of Ningbo Port and becoming the second largest shareholder of Ningbo Port. As such, the
Company has been including the business volume of Ningbo Pot since October 2022.
(2) Operation condition of port business by region
Table 3-2 Container throughput of the Company and changes in 2022 (in’0,000 TEU)
Region and port company 2022 2021 Changes
West Shenzhen Port
Holding 1,332.3 1,283.4 3.8%
Zone
company
Pearl River Shunde New Port 41.0 45.8 -10.5%
Delta Joint
Chu Kong River
stock 87.1 102.8 -15.3%
Trade Terminal
company
Joint
stock SIPG Group 4,730.0 4,703.2 0.6%
company
Yangtze River Joint Ningbo Zhoushan
Delta stock Port (excluding 817.2 - -
company Ningbo Daxie)
Holding
Ningbo Daxie 317.4 340.7 -6.8%
company
Tianjin Port
848.1 864.2 -1.9%
Joint Container Terminal
Bohai Rim stock QQCTU 934.9 854.3 9.4%
company Liaoning Port Co.,
1,089.7 990.6 10.0%
Ltd.
South-East Zhangzhou Port 33.2 26.7 24.3%
region of Holding
Mainland company Shantou Port 163.0 180.0 -9.4%
China
South-West
region of Holding
Zhanjiang Port 123.4 122.2 1.0%
Mainland company
China
Hong Kong Holding CMCS/Modern
484.9 565.4 -14.2%
and Taiwan company/ Terminals
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China Merchants Port Group Co., Ltd. Annual Report 2022
Joint
stock
company
Joint
Taiwan Kao Ming
stock 204.8 202.9 0.9%
Container
company
CICT 321.5 306.0 5.1%
Holding
TCP 115.6 110.1 5.0%
company
LCT 160.3 162.6 -1.4%
Overseas TL 2,575.9 2,552.3 0.9%
Joint Kumport 120.9 124.8 -3.1%
stock
PDSA 63.5 69.2 -8.2%
company
TICT 30.0 32.0 -6.3%
Total 14,594.8 13,639.4 7.0%
Note: 1. Dalian Port Co., Ltd., the joint stock company, was generally changed to Liaoning Port Co.,
Ltd due to the merger of Yingkou Port Co., Ltd. by it through conversion and absorption. As such,
the Company has been including the business volume of Yingkou Port Co., Ltd since February 2021.
2. In September 2022, as a strategic investor, the Company completed the subscription of private
placement of A shares of Ningbo Port for 2021, thus holding aggregate 23.08% equity of Ningbo Port
and becoming the second largest shareholder of Ningbo Port. As such, the Company has been
including the business volume of Ningbo Pot since October 2022.
Table 3-3 Bulk cargo volume handled by the Company and changes in 2022 (in ’0,000
tonnes)
Region and port company 2022 2021 Changes
West Shenzhen Port
1,860.5 1,950.4 -4.6%
Holding Zone
company Dongguan Machong 1,501.5 1,609.7 -6.7%
Pearl River
Shunde New Port 627.1 518.8 20.9%
Delta
Joint
Chu Kong River
stock 424.8 317.2 33.9%
Trade Terminal
company
Joint
stock SIPG Group 7,817.0 8,238.8 -5.1%
Yangtze River company
Delta Joint
Ningbo Zhoushan
stock 15,094.0 - -
Port
company
QQTU 1,363.8 1,765.1 -22.7%
Qingdao Port
Joint 7,221.1 6,559.4 10.1%
Dongjiakou
Bohai Rim stock
company Liaoning Port Co., 25,442.4 26,256.2 -3.1%
Ltd.
Laizhou Harbour 1,907.5 2,138.7 -10.8%
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China Merchants Port Group Co., Ltd. Annual Report 2022
Affairs
South-East Zhangzhou Port 838.3 868.2 -3.4%
region of Holding Xia Men Bay
607.5 564.8 7.6%
Mainland company Terminals
China Shantou Port 381.4 346.1 10.2%
South-West
region of Holding
Zhanjiang Port 8,313.9 9,554.1 -13.0%
Mainland company
China
Holding
HIPG 129.4 155.5 -16.8%
company
Overseas Joint Kumport 14.5 10.7 35.5%
stock
PDSA 408.6 454.8 -10.2%
company
Total 73,953.4 61,308.5 20.6%
Note: 1. Dalian Port Co., Ltd., the joint stock company, was generally changed to Liaoning Port Co.,
Ltd due to the merger of Yingkou Port Co., Ltd. by it through conversion and absorption. As such,
the Company has been including the business volume of Yingkou Port Co., Ltd. since February 2021.
2. In September 2022, as a strategic investor, the Company completed the subscription of A shares
non-publicly issued by Ningbo Port in 2021. The Company holds a total of 23.08% of the equity of
Ningbo Port, becoming the second largest shareholder of Ningbo Port. The Company has been
including the business volume of Ningbo Port since October 2022.
Pearl River Delta region
The Company’s terminals in West Shenzhen Port Zone handled a total container throughput of 13.323
million TEUs, up by 3.8% year-on-year, mainly benefiting from the increase in routes and the
increase in market shares in the three ports in South China (Shenzhen, Guangzhou and Hong Kong)
to 19.1%. Bulk cargo volume handled amounted to 18.605 million tons, down by 4.6% year-on-year.
Shunde New Port handled a container throughput of 0.41 million TEUs, down by 10.5% year-on-
year, mainly due to the impact of rising inflation and slowing export demand. It also handled a bulk
cargo volume of 6.271 million tons, up by 20.9% year-on-year, mainly benefiting from the steady
increase in the cargo volume of steel mills in the southern hinterlands. Chu Kong River Trade
Terminal handled a total container throughput of 0.871 million TEUs, down by 15.3% year-on-year,
mainly due to changes in shipping prices resulting in a decline in cargo volumes. It also handled a
bulk cargo volume of 4.248 million tons, up by 33.9% year-on-year, mainly due to the continuous
development and substantial growth of the sand and gravel business. Dongguan Machong handled
bulk cargo volume of 15.015 million tons, down by 6.7% year-on-year, which was mainly affected
by the decline in grain, feed and fertilizer business caused by the Russia-Ukraine conflict.
Yangtze River Delta region
SIPG handled a container throughput of 47.300 million TEUs, up by 0.6% year-on-year. Bulk cargo
volume handled decreased by 5.1% year-on-year to 78.170 million tons. Ningbo Daxie handled a
container throughput of 3.174 million TEUs, representing a decrease of 6.8% year-on-year. In
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China Merchants Port Group Co., Ltd. Annual Report 2022
September 2022, as a strategic investor, the Company completed the subscription of A shares non-
publicly issued by Ningbo Port in 2021. Therefore, the Company has been including the business
volume of Ningbo Port since October 2022, which brought a container throughput of 8.172 million
TEUs and a bulk cargo volume of 150 million tons to the business volume in 2022.
Bohai Rim region
Liaoning Port Co., Ltd. handled a container throughput of 10.897 million TEUs, representing an
increase of 10.0% year-on-year, mainly benefiting from the recovery of domestic trade container
capacity in the fourth quarter. It also handled a bulk cargo volume of 254 million tons, representing
a decrease of 3.1% year-on-year. QQCTU handled a container throughput of 9.349 million TEUs,
representing an increase of 9.4% year-on-year, which mainly benefited from Qingdao Port’s
adjustment of the empty container base business policy and optimization of route layout. QQTU
handled a bulk cargo volume of 13.638 million tons, representing a decrease of 22.7% year-on-year,
which was mainly affected by the stricter environmental protection policies for the gravel business.
Qingdao Port Dongjiakou handled a bulk cargo volume of 72.211 million tons, indicating an increase
of 10.1% year-on-year, mainly benefiting from the iron ore business growth. Tianjin Port Container
Terminal contributed a container throughput of 8.481 million TEUs, representing a year-on-year
decrease of 1.9%. Laizhou Harbour Affairs handled a bulk cargo volume of 19.075 million tons,
representing a year-on-year decrease of 10.8%, which was mainly affected by the decrease in the
business volume of oil/liquefied chemicals.
South-East region of Mainland China
Shantou Port handled a container throughput of 1.630 million TEUs, down 9.4% year-on-year, mainly
due to the decline in the total volume of foreign trade containers in eastern Guangdong. The bulk
cargo volume it handled increased by 10.2% year-on-year to 3.814 million tonnes, which mainly
benefited from the development of the local coal market. Zhangzhou Port handled a container
throughput of 0.332 million TEUs, increased by 24.3% year-on-year, mainly benefiting from the
growth in container volume of transshipment, and the bulk cargo volume it handled decreased by 3.4%
year-on-year to 8.383 million tonnes. Xia Men Bay Terminals handled a bulk cargo volume of 6.075
million tonnes, up 7.6% year-on-year, mainly benefiting from the growth of grain business.
South-West region of Mainland China
Zhanjiang Port handled a container throughput of 1.234 million TEUs, up 1.0% year-on-year, and a
bulk cargo volume of 83.139 million tonnes, down 13.0% year-on-year, mainly due to fluctuations in
domestic and foreign markets, resulting in a decline in the volume of bulk cargo to varying degrees.
Hong Kong and Taiwan regions
Modern Terminals and CMCS in Hong Kong delivered an aggregate container throughput of 4.849
million TEUs, down 14.2% year-on-year, which was affected by intensified regional competition.
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China Merchants Port Group Co., Ltd. Annual Report 2022
Kao Ming Container in Taiwan handled a total of container throughput of 2.048 million TEUs, up
0.9% year-on-year.
Overseas operation
In Sri Lanka, CICT handled a container throughput of 3.215 million TEUs, up 5.1% year-on- year,
benefiting from the increased capacity of terminals. HIPG handled bulk cargo volume of 1.294
million tonnes, down 16.8% year-on-year, mainly due to a decline in import volumes as a result of
the local economic crisis; RO-RO volume handled was 0.558 million vehicles, up 4.2% year-on- year.
TCP in Brazil handled a container throughput of 1.156 million TEUs, representing an increase of 5.0%
year-on-year, mainly benefiting from increased throughput of some routes and the steady
improvement in terminal operation services. LCT in Togo handled a container throughput of 1.603
million TEUs, down 1.4% year-on-year. TICT in Nigeria handled a container throughput of 0. 300
million TEUs, down by 6.3% year-on-year, mainly due to a decline in import volumes as a result of
the depreciation of the local currency, increased inflation and reduced purchasing power. Port de
Djibouti S.A. (PDSA) in Djibouti handled a container throughput of 0.635 million TEUs, down 8.2%
year-on-year; its bulk cargo volume of 4.086 million TEUs, down by 10.2% year-on-year, mainly
due to the economic downturn in Ethiopia and the Russia-Ukraine conflict. In Turkey, Kumport
handled a container throughput of 1.209 million TEUs, down by 3.1% year-on-year; its bulk cargo
volume of 0.145 million tons, up by 35.5% year-on-year, mainly benefiting from the growth in the
building materials business. TL handled a container throughput of 25.759 million TEUs, up 0.9%
year-on-year.
2. Implementation of business plan during the Reporting Period
During the Reporting Period, in face of the severe and complicated macro environment, the Company
spared no effort in stabilising the economy and ensuring the smooth operation of the ports, while at
the same time, it captured every opportunity to expand its business and improve its quality and
efficiency, and through which, the Company’s business operated in a stable manner with enhanced
quality. To continuously provide unimpeded and stable services for international supply and industrial
chain, the Company resolutely pushed forward the development of homebase port and regional
leading port, sped up endogenous growth and innovation upgrading, thus strengthening value creation
for customers and forming a synergetic and win-win situation with partners.
(1) Creating new situation for the development of leading ports with endogenous growth. In
2022, the price in the container business of ports the Company mainly controls was raised in the first
half of the year by capitalising the situation, which enabled the Company to secure the container
volume against the situation and made progress in an overall stable performance in the second half
of the year. For the domestic homebase port, the market share of West Shenzhen homebase port in
the three ports in South China increased to 19.1% by increasing 1.2 percentage points, making new
record in the latest five years. The Company established South China Bulk Cargo Operation Center,
opening a new development pattern of high quality for West Shenzhen homebase port. Tonggu
channel enabled ships of 200,000 tonnes to sail at night, strengthened its capability to serve large
ships at 24 hours and overall competitiveness. For the overseas homebase port, the Company was
committed to build the overseas homebase port in Sri Lanka, CICT and HIPG into an international
27
China Merchants Port Group Co., Ltd. Annual Report 2022
container hub port and a reginal comprehensive leading port, respectively. Besides, the Company
continued to advance the construction of the international shipping center in South Asia, and
continued to improve the integrated operation and management of the two ports. For the severe
political and economic crisis and other challenges encountered by projects in Sri Lanka, the Company
coped with them properly, thus guaranteed the production, stabilised the supply and achieved growth
regardless of the market recession.
(2) Improving asset quality by optimising asset structure. In the first half of the year, China
Merchants Port, a holding subsidiary of the Company, held additional shares of 329 million of SIPG.
After the completion, the shareholding in SIPG held by China Merchants Port increased from 26.64%
to 28.05%, which consolidated the Company's position as the second largest shareholder of SIPG and
strengthened the synergetic development with SIPG. The Company completed the acquisition of 14.6%
equity of Asia Airfreight Terminal (AAT), and its shareholding increased to 34.6% after the
completion. Besides, the Company expanded the space for airport business development, and
continuously deepened the logistics supply chain layout in the Guangdong-Hong Kong-Macao
Greater Bay Area. In the second half of the year, Zhejiang Seaport Group subscribed for, as a strategic
investor, 577 million A-shares in the private placement of the Company by capital injection of
RMB10.669 billion, and its shareholding was 23.08% after the completion and became the second
largest shareholder of the Company. At the same time, the Company subscribed for, as a strategic
investor, 3.647 billion A-shares in the private placement of the Ningbo Port by capital injection of
RMB14.114 billion, and its shareholding increased to 23.08% after the completion and became the
second largest shareholder of Ningbo Port. The strategic increase of shareholdings by the two listed
companies strengthened the role of both ports as an integrated hub and comprehensively enhanced
the high-quality development standard of ports. The Company increased its shareholding of Antong
Holdings to 6.83%, further expanding the influence of the port and shipping business.
(3) Inspiring new vitality of development for enterprises by deepening reform. Being listed in
the “Double-Hundred Enterprises” of the State-owned Enterprises Reform in 2022, the Company
integrated the reform work of “Double-Hundred Action” with the new ten-year strategic development,
to stimulate endogenous growth and innovation and upgrading with reform. In accordance with the
requirements under the “1+N” series documents of the State-owned Enterprises Reform, the
Company carried out general inspection on its governance mechanism, employment mechanism and
incentive mechanism, to address systematically the issues existed along the Company’s development.
The Company developed reform plan and working record by focusing on the goal of “Five
Breakthroughs and One Reinforcement” under the “Double-Hundred Action”. A reform leading
group and working group were set up by the Company to establish a systematic working mechanism.
By focusing on deepening the mixed-ownership reform, the Company improved the governance
operation efficiency, enhanced employment mechanism reform and the building of international
talents system, so as to comprehensively improve the standard of the party leadership and party
building of an enterprise. The steadfastly pushing forward of various works under the “Double-
Hundred Action” injected new vitality into the development of the Company and helped the Company
in building a world-class enterprise.
(4) Building benchmark of smart port by technological innovation. According to the requirement
of industry development and technological development trend, the Company continued to revise and
refine the digitalization plan, promoted the construction of three platforms, namely “CMC Chip”,
28
China Merchants Port Group Co., Ltd. Annual Report 2022
“CM ePort” and “SMP” to perfect relevant implementation plan and improve level of industrial
digitalization. “CMC Chip” carried out R&D on intelligent stowage, operation stimulation and other
functions, conducted 5G private network expansion verification, and introduced vehicle-road
collaborative testing. The construction of data base of China Merchants Port, business process
platform, data indicator platform and global monitoring center has been finished on the “SMP”
platform, and was officially applied into the operation analysis of enterprises. “CM ePort” initiated
the R&D of 3.0 version, which was smoothly put into trial operation on Shenzhen West Port Area
and Machong Port. The Company continued to push forward the construction of Mawan Smart Port
and Mawan autonomous driving project was successfully selected as the first batch of intelligent
transportation pilot application projects of the Ministry of Communications, and the smart port
solution was included in the Recommendations of Scientific & Technological Innovation of Central
Enterprise and won the only Special Award for Scientific and Technological Progress issued by the
China Ports Association in 2021. CMIT was approved by the Ministry of Communications for TOS
project, and the smart port solution of China Merchants Port delivered phased outcomes.
(5) Extending new node of value chain by business expansion. By continuous using its edge as the
hub of supply chain of ports, the Company expanded the supply chain extension services with
technological revolution. With respect of domestic business, the Company increased its efforts in
expanding Combined Port in the Guangdong-Hong Kong-Macao Greater Bay Area to strengthen the
building of cargo collection, distribution and transport system, and build a collaborative alliance
featuring multifaceted businesses with the West Shenzhen homebase port as core under the
coordinated port framework. In 2022, 12 coordinated ports have been put into operation and a total
of 25 coordinated ports have been put into operation, which served more than 4,700 import and export
enterprises in the Greater Bay Area and completed serving approximately 5,300 barges and
approximately 7,000 large vessels, and handled 0.26 million TEUs, which further strengthened the
collaborative alliance featuring multifaceted businesses with the West Shenzhen homebase port as
core. With respect of oversea business, based on the port in Djibouti, the Company opened new
logistics channel for sea and air combined transportation between China and major cities on the
African continent, together with its strategic partners, cutting about 50% transport time compared to
whole sea transportation and about 50% transport cost compared to whole air transportation. This
new logistics channel has delivered goods to 16 major cities in 14 African countries, which further
enhanced the Company’s service capability in international logistics supply chain.
(6) Exploring new industrial pattern by comprehensively development. The Company constantly
pushed forward the innovation of business mode by leverage of the comprehensive development
segment, focused on customer development and promoted industry-driven investment. HIPG
Industrial Park was occupied by 40 contracted enterprises, covering many key industrial projects such
as tire factory, cement plant and yacht assembly site. It constantly provides flexible and diversified
land service mode, and continuously enriches the industrial park, thus to improve the industrial chain
in the park. Djibouti Free Trade Zone was occupied by 287 contracted enterprises, increased 91
contracted enterprises as compared to the beginning of the year. The online Djimart e-commerce
platform was upgraded to enable online payment function through UnionPay, which, together with
offline exhibition of "Made in Liaocheng", consolidated the development of services and products of
different ports, provided customized services and products to customers and accelerated the
transformation of business mode from land warehouse lease to the provision of overall solutions for
customers.
29
China Merchants Port Group Co., Ltd. Annual Report 2022
(7) Deepening management reform by smart operation. The Company steadfastly drove forward
the digitalization development and transformation, thoroughly implemented the construction of
“digital investment port” and formally initiated “SMP”. Through business process and information
sharing module along with the intelligent analysis and decision supporting modules, “SMP” built a
one-stop comprehensive management platform of CMPort, supporting the business analysis of all
modules, namely containers, bulk cargos, logistics park, comprehensive development and intelligent
technology, which satisfied the requirements of corporate management of all levels. As the core smart
tool for building of port data management system and data asset management, “SMP” takes digital
technology as the key force and applies smart tools to drive the transformation of means, modes and
concepts of the operation and management of CMPort.
(8) Building new image for the port by green development. The Company deeply and thoroughly
implements the innovative, coordinated, green, open and shared development concept, adheres to the
human-oriented and green development philosophy and sticks to the principle of mutual negotiation,
joint construction and sharing, so as to comprehensively establish the ESG system of CMPort, push
forward the green, high quality and sustainable development both home and abroad and continuously
improve the Company’s ESG rating. In 2022, the Company was selected in the ESGPioneer 50 Index
of Central Enterprises from 426 central enterprises, ranking 12th in the index list, which fully
demonstrated the recognition from the SASAC on the Company’s work. Besides, the Company also
won the ESG Golden Bull AwardResponsible Investment Pioneer Award (ESG 金牛奖责任投资
先锋奖) in 2022, fully demonstrating the high recognition from the industry on the Company’s
practice of ESG concept on port investment and operation and management.
3. Revenue and Cost Analysis
(1) Breakdown of Operating Revenue
Unit: RMB
2022 2021
As % of total As % of total Change
Operating revenue operating Operating revenue operating (%)
revenue (%) revenue (%)
Total 16,230,489,127.55 100% 15,283,808,174.60 100% 6.19%
By operating division
Port operations 15,626,802,064.84 96.28% 14,635,410,073.74 95.76% 6.77%
Bonded
445,592,537.09 2.75% 464,573,743.50 3.04% -4.09%
logistics service
Property
development 158,094,525.62 0.97% 183,824,357.36 1.20% -14.00%
and investment
By operating segment
Mainland
China, Hong
12,105,380,701.20 74.58% 11,550,563,244.63 75.57% 4.80%
Kong and
Taiwan
Other countries
4,125,108,426.35 25.42% 3,733,244,929.97 24.43% 10.50%
and regions
30
China Merchants Port Group Co., Ltd. Annual Report 2022
(2) Operating Division, Product Category, Operating Segment or Sales Model Contributing
over 10% of Operating Revenue or Operating Profit
Unit: RMB
YoY
YoY
YoY change in
Gross change in
change in gross
Operating revenue Cost of sales profit operating
cost of profit
margin revenue
sales (%) margin
(%)
(%)
By operating division
Port
15,626,802,064.84 9,153,516,391.90 41.42% 6.77% 6.81% -0.02%
operations
By operating segment
Mainland
China, Hong
12,105,380,701.20 7,762,369,545.92 35.88% 4.80% 5.79% -0.60%
Kong and
Taiwan
Other
countries and 4,125,108,426.35 1,888,092,167.02 54.23% 10.50% 10.48% 0.01%
regions
Core business data of the prior year restated according to the changed statistical caliber for the
Reporting Period:
□ Applicable √ Not applicable
(3) Whether Revenue from Physical Sales Is Higher than Service Revenue
□ Yes √ No
(4) Execution Progress of Major Signed Sales and Purchase Contracts in the Reporting Period
□ Applicable √ Not applicable
(5) Breakdown of Cost of Sales
Unit: RMB
2022 2021
Operating As % of Change
Item As % of
division total cost (%)
Cost of sales total cost of Cost of sales
of sales
sales (%)
(%)
Loading and
Port
unloading 9,153,516,391.90 94.85% 8,570,124,838.35 94.73% 6.81%
operations
services
Bonded
Logistics
logistics 280,270,213.56 2.90% 257,835,741.37 2.85% 8.70%
service
service
31
China Merchants Port Group Co., Ltd. Annual Report 2022
Other Properties 216,675,107.48 2.25% 218,875,602.77 2.42% -1.01%
(6) Changes in the Scope of Consolidated Financial Statements for the Reporting Period
√ Yes □ No
In February 2022, CMPort established Port Development (Hongkong) Company Limited, a wholly-
owned subsidiary. In March 2022, CMPort invested all of its shares in CMPort Holdings
(1,627,635,473 shares, accounting for 42.995% of its total share capital) as the contribution.
Guangdong Shunkong Port-related Development and Construction Co., Ltd. (hereinafter referred to
as "Shunkong"), established in July 2020, is a wholly-owned subsidiary of Guangdong Shunkong
Urban Investment and Properties Co., Ltd. (hereinafter referred to as "Shunkong Urban Investment")
with a registered capital of RMB30 million. On 30 March 2022, Shunkong Urban Investment put up
for sale a 51% interest in Shunkong with a capital increase requirement at GuangDong United Assets
and Equity Exchange (Zhuhai Branch), while Shunkong Urban Investment still retained the other 49%
interest. In August, CMPort completed a capital injection of RMB50 million, including a registered
capital increase of RMB31.22 million, and held the 51% interest in Shunkong upon the completion
of the capital injection. Shunkong has completed the ownership change with the industrial and
commercial administration and the amendments to its articles of association regarding shareholders'
meetings in November, and CMPort has included Shunkong in its consolidated financial statements
since November 2022.
(7) Major Changes to the Business Scope or Product or Service Range in the Reporting Period
□ Applicable √ Not applicable
(8) Major Customers and Suppliers
Major customers:
Total sales to top five customers (RMB) 3,298,081,685.23
Total sales to top five customers as % of total sales of the
20.32%
Reporting Period (%)
Total sales to related parties among top five customers as % of
0.00%
total sales of the Reporting Period (%)
32
China Merchants Port Group Co., Ltd. Annual Report 2022
Top five customers:
Sales revenue
As % of total sales revenue
No. Customer contributed for the
(%)
Reporting Period (RMB)
1 Customer A 1,672,365,283.13 10.30%
2 Customer B 602,173,227.52 3.71%
3 Customer C 398,313,333.51 2.45%
4 Customer D 362,060,760.88 2.23%
5 Customer E 263,169,080.19 1.62%
Total -- 3,298,081,685.23 20.32%
Other information about major customers:
□ Applicable √ Not applicable
Major suppliers:
Total purchases from top five suppliers (RMB) 772,123,028.78
Total purchases from top five suppliers as % of total
10.64%
purchases of the Reporting Period (%)
Total purchases from related parties among top five suppliers
0.00%
as % of total purchases of the Reporting Period (%)
Top five suppliers:
Purchase in the Reporting As % of total purchases
No. Supplier
Period (RMB) (%)
1 Supplier A 320,072,413.80 4.41%
2 Supplier B 188,020,076.50 2.59%
3 Supplier C 94,366,537.53 1.30%
4 Supplier D 86,745,902.24 1.20%
5 Supplier E 82,918,098.71 1.14%
Total -- 772,123,028.78 10.64%
Other information about major suppliers:
□ Applicable √ Not applicable
4. Expense
Unit: RMB
Reason for any
2022 2021 Change (%) significant
change
Administrative
1,765,094,736.51 1,729,160,558.50 2.08% -
expense
Net exchange
loss resulting
Finance costs 2,258,713,672.42 1,545,338,597.29 46.16% from foreign
exchange
adjustment
33
China Merchants Port Group Co., Ltd. Annual Report 2022
increased year
on year
primarily due to
the impact of
exchange rate
fluctuations.
Mainly due to
the increase in
R&D expense 287,706,178.70 217,905,635.67 32.03% R&D
expenditure this
year
5. R&D Investments
Main R&D Objective to be Expected impact on the
Project purpose Project progress
project achieved Company
It aims to address
the difficulties of
the production
organization and
Its objective is to
intelligent
realize routine dual-
management of the
flow loading, The implementation
bulk cargo wharves
unloading, and mixing, capacity can be driven
and focus on
The main significantly improve to improve and a green
efficiency
Intelligent bulk construction is loading capacity while port can be constructed
improvement, cost
cargo wharves completed at improving the through technical
control, security
present. capabilities of the transformation, thus
guarantee,
wharves and mixing creating intelligent bulk
standardized
operation, and reduce cargo wharves.
management, and
wharf operating
environmental
personnel.
protection to drive
sustainable and
green development
of the port.
It aims to guarantee
Its objective is to meet
the port’s
the demands for routine
production safety
management, It is conducive to
through intelligent
emergency expanding the market in
supervision and
management, terms of the intelligent
smart services by
monitoring management of the
utilizing new digital
management, intelligent port’s production
technologies like It is now under
Smart port forecasting and early safety, facilitating port
the Internet of development.
warning, and digital enterprises for digital
Things, 5G, digital
twin technology for the transformation and
twin technology,
port’s safe production upgrade, and
RPA, cloud
and realize intelligent constructing a smart
computing, and
management of the port.
intelligent
production safety of the
communication and
port.
control.
As the port business At present, three Its objective is to The dispersive
R&D of the
handling platform wharves have realize the online customer service
CM ePort V
for external been launched operation of the ship demands of each wharf
3.0 product
customers of each for operation service module, will be integrated to
34
China Merchants Port Group Co., Ltd. Annual Report 2022
port of the CM Port and are now documentation service become the unified
Group, it aims to under expansion module, container external customer
maximumly realize and service module, bulk service portal of the
the online optimization. cargo service module, CM Port Group.
processing of commercial service
offline business module, regulation
processes of the service module, inquiry
port’s customers. services, and customer
services.
By taking the
By studying the
construction project
integrated development
of Haixing Smart
of 5G technologies and
Port as an
smart port business as
opportunity, it aims
well as the industry
to jointly carry out
application technical
research on 5G
standards of 5G smart
smart port
port, it can promote the
technology,
Its objective is to form exchange and in-depth
standards and
a solution to the 5G cooperation of 5G
industry, and
5G smart port It was accepted smart port application technology for each
collectively explore
innovation in October scenarios of the CM party, drive the
and study the
laboratory 2022. Port Group that can be construction of 5G
technological
replicated and smart port, make the
application of 5G
promoted. port more information-
smart port and the
based, promote the
innovative
development of the 5G
application
industry, drive the
scenarios of 5G
replicable application
technologies at the
of relevant technologies
Haixing Smart Port,
and results of 5G smart
thus forming
port at domestic and
technical standards
international ports.
for 5G smart port.
It aims to cooperate
with professional
manufacturers to
carry out R&D of
The large-scale
unmanned
application of
container trucks at
Its objective is to unmanned container
wharves, build the
replace manned trucks for operation can
automatic system of
Unmanned container trucks with effectively improve the
wharf horizontal It is now under
container truck unmanned container efficiency and safety of
transportation, and test.
system trucks to carry out port transportation and
realize the
systematic and normal alleviate the
systematic and
operation at wharves. recruitment difficulties
normal operation of
of container truck
unmanned
drivers.
container trucks
replacing manned
container trucks at
wharves.
Function Based on the Its objective is to It will improve the
enhancement Mawan Smart Port visualize the positions overall efficiency of
of the system, it aims to It is now under of all tractors at the port tractors in West
intelligent utilize such development. in the transportation Shenzhen ports as well
whole-field technologies as AI, process and optimize as the safe production
dispatching 5G, Beidou and improve the environment, save
35
China Merchants Port Group Co., Ltd. Annual Report 2022
module of positioning, and efficiency of tractors in energy, reduce carbon
tractors digital twin West Shenzhen ports. emissions, and reduce
technology to the cost of a single
dispatch tractors container.
within the whole
field of the three
ports of West
Shenzhen to
improve tractor
efficiency.
It aims to work
together with
professional
Its objective is to
manufacturers to
improve the accuracy of
carry out R&D of The addition of the safe
the tractor alignment
the alignment protection function of
and promote safe and
protection system the alignment of the
efficient production. It
of the quay crane quay crane tractors will
The safe will add a function to
tractors, improve improve the alignment
alignment Part prevent smashing
the alignment efficiency and accuracy
protection transformation tractors and containers
efficiency and of tractors under the
system of the is completed at to avoid smashing risks
accuracy of tractors quay crane as well as
quay crane present. through technologies.
under the quay the operation
tractors The addition of the
crane, and reduce efficiency, thus making
function of preventing
the risks of the production
smashing tractors and
smashing tractor environment safer.
containers will make
trucks and
the production
containers, thus
environment safer.
improving the
quality and
efficiency.
It will facilitate the
expansion of waterway
It aims to connect Its objective is to transport transfer
all customs offices establish core port business in the
in the Greater Bay logistics data standards Guangdong-Hong
Area, achieve and platforms with Kong-Macao Greater
mutual blockchain network Bay Area, improve the
connectivity, technology as the basis dominant role and core
Customs
mutual trust and It is now under of scientific and competitiveness of
clearance
mutual recognition customized technological Shenzhen Western Port
project for the
among customs development, innovation to simplify Area in the market,
Greater Bay
areas, and realize optimization the cargo clearance innovate the technology
Area
dynamic and real- and expansion. procedures, enhance the application of smart
Blockchain
time monitoring of comprehensive port scenarios, extend
goods declaration, competitive strength of and expand intelligent
release, inspection ports, and realize the financial services, and
and arrival and innovation of contribute to the
departure at hub supervision technology sustainable and healthy
ports. and mode. development of
intelligent port new
ecology.
Details about R&D personnel:
2022 2021 Change (%)
36
China Merchants Port Group Co., Ltd. Annual Report 2022
Number of R&D
1,028 1,091 -5.77%
personnel
R&D personnel as %
6.51% 7.24% -0.73%
of total employees
Education background —— —— ——
Bachelor’s degree 665 634 4.89%
Master’s degree 73 61 19.67%
Doctoral degree 2 1 100.00%
Others 288 395 -27.09%
Age structure —— —— ——
Below 30 209 148 41.22%
30~40 401 433 -7.39%
Over 40 418 510 -18.04%
Note: The data of R&D personnel from 2022 will be counted according to the index definition of Ministry of
Transport.
Details about R&D investments:
2022 2021 Change (%)
R&D investments
295,509,765.04 266,564,896.92 10.86%
(RMB)
R&D investments
as % of operating 1.82% 1.74% 0.08%
revenue
Capitalized R&D
38,808,729.08 48,659,261.25 -20.24%
investments (RMB)
Capitalized R&D
investments as % of
13.13% 18.25% -5.12%
total R&D
investments
Reasons for any significant change to the composition of the R&D personnel and the impact:
□ Applicable √ Not applicable
Reasons for any significant YoY change in the percentage of R&D investments in operating revenue:
□ Applicable √ Not applicable
Reason for any sharp variation in the percentage of capitalized R&D investments and rationale:
□ Applicable √ Not applicable
6. Cash Flows
Unit: RMB
Item 2022 2021 Change (%)
37
China Merchants Port Group Co., Ltd. Annual Report 2022
Subtotal of cash
generated from operating 17,929,072,211.60 16,732,952,290.22 7.15%
activities
Subtotal of cash used in
11,008,694,821.25 10,222,625,719.74 7.69%
operating activities
Net cash generated
from/used in operating 6,920,377,390.35 6,510,326,570.48 6.30%
activities
Subtotal of cash
generated from investing 43,633,757,210.28 20,517,516,799.74 112.67%
activities
Subtotal of cash used in
57,597,705,841.12 25,089,524,501.76 129.57%
investing activities
Net cash generated
from/used in investing -13,963,948,630.84 -4,572,007,702.02 -205.42%
activities
Subtotal of cash
generated from financing 59,806,176,788.35 26,888,597,909.66 122.42%
activities
Subtotal of cash used in
52,289,938,319.06 27,838,280,286.14 87.83%
financing activities
Net cash generated
from/used in financing 7,516,238,469.29 -949,682,376.48 891.45%
activities
Net increase in cash and
839,954,233.26 828,736,911.07 1.35%
cash equivalents
Explanation of why any of the data above varies significantly on a year-on-year basis:
Cash generated from investing activities rose 112.67% year-on-year, primarily driven by the increased
principals received from structured deposits.
Cash used in investing activities rose 129.57% year-on-year, primarily driven by the increased equity
investment expenditures and structured deposits purchases.
Net cash generated from investing activities declined 205.42% year-on-year, primarily driven by a
faster growth in cash used in investing activities than in cash generated from investing activities.
Cash generated from financing activities rose 122.42% year-on-year, primarily driven by the receipt
of funds raised through a private placement of A-stock shares and the increased borrowings received.
Cash used in financing activities rose 87.83% year-on-year, primarily driven by the increased debt
repayments.
Net cash generated from financing activities rose 891.45% year-on-year, primarily driven by a larger
38
China Merchants Port Group Co., Ltd. Annual Report 2022
increase in cash generated from financing activities than in cash used in financing activities.
Explanation of why net cash generated from/used in operating activities varies significantly from net
profit of the Reporting Period:
□ Applicable √ Not applicable
V Analysis of Non-main Businesses
Unit: RMB
As % of Recurrent
Amount Main source/reason
total profit or not
Share of the profit of joint
Investment
7,377,655,506.33 78.95% ventures and associates, mainly Yes
income
Shanghai Port
Change in
fair value -129,033,650.11 -1.38% - Not
gain or loss
Asset
-22,159,020.20 -0.24% - Not
impairment
Non-
LCT’s provision for container
operating 279,274,452.77 2.99% Not
volume compensation
income
Non-
operating 220,442,254.68 2.36% - Not
expense
Other Mainly for government
241,648,070.42 2.59% Not
income subsidies
Gain/loss on
disposal of 55,130,095.52 0.59% - Not
assets
VI Analysis of Assets and Liabilities
1. Significant Changes in Asset Composition
Unit: RMB
31 December 2022 1 January 2022 Change
Main reason
in
As % As % for any
percent
Amount of total Amount of total significant
age
assets assets change
(%)
Monetary
13,615,928,739.40 6.89% 12,772,349,406.77 7.26% -0.37% -
assets
Accounts
1,276,149,689.44 0.65% 1,320,577,577.81 0.75% -0.10% -
receivable
39
China Merchants Port Group Co., Ltd. Annual Report 2022
Inventory 225,122,821.48 0.11% 194,920,136.12 0.11% 0.00% -
Investment
5,123,690,119.56 2.59% 5,298,238,414.88 3.01% -0.42% -
real estate
Increased
investments,
and the
Long-term impact of
equity 92,364,293,919.05 46.76% 70,353,451,824.52 39.98% 6.78% share of
investment profits of and
dividends
from investee
enterprises
Fixed assets 32,033,326,083.50 16.22% 31,710,513,230.29 18.02% -1.80% -
Projects
under 2,413,844,407.64 1.22% 2,557,584,953.92 1.45% -0.23% -
construction
Right assets 9,342,642,222.33 4.73% 8,743,077,542.19 4.97% -0.24% -
Short-term Decreased
7,164,338,366.18 3.63% 13,651,452,805.36 7.76% -4.13%
borrowings borrowings
Contract
141,899,551.03 0.07% 196,784,525.26 0.11% -0.04% -
liability
Increased
Long-term
12,390,099,177.85 6.27% 7,144,839,870.89 4.06% 2.21% long-term
payables
borrowings
Lease
948,350,914.04 0.48% 1,055,194,906.09 0.60% -0.12% -
liability
Held-for-
Changes in
trading
2,998,781,599.63 1.52% 6,921,831,502.55 3.93% -2.41% structured
financial
deposits
assets
Land in
Shantou
transferred
out of this
item for no
Assets held
0.00 0.00% 337,442,757.28 0.19% -0.19% longer
for sale
satisfying the
recognition
conditions
for assets
held for sale
Increased
Non-current
long-term
assets due
902,225,293.93 0.46% 102,356,461.97 0.06% 0.40% receivables
within one
due within
year
one year
Decreased
Other current
185,903,140.53 0.09% 339,684,297.41 0.19% -0.10% overpaid
assets
input tax
Increased
shareholding
Other non- in Antong
current Holdings by
1,745,740,896.41 0.88% 809,515,244.87 0.46% 0.42%
financial way of
assets attending
auction and
acquisition in
40
China Merchants Port Group Co., Ltd. Annual Report 2022
the current
period
Payment of
Taxes payable 917,933,169.09 0.46% 2,162,719,251.68 1.23% -0.77% land
readiness tax
Repayment
Non-current
of bonds and
liabilities due
11,641,223,688.95 5.89% 8,268,209,284.17 4.70% 1.19% loands due
within one
within one
year
year
Increased
short-term
Other current
3,161,147,525.96 1.60% 2,158,497,775.85 1.23% 0.37% commercial
liabilities
papaers
payable
Indicate whether overseas assets account for a high proportion of total assets.
√ Applicable □ Not applicable
Mate
As %
rial
Control Return of the
impai
Asset value Loca Operat measures to generated Compa
Asset Source rmen
(RMB’0,000) tion ions protect asset (RMB’0,00 ny’s net
t risk
safety 0) asset
(yes/
value
no)
Appointing
director,
supervisor and
senior
management
/According to
the political,
Port economic and
Acquire Hon invest legal
Equity d via g ment environment
15,039,518.09 777,127.24 83.02% No
assets share Kon and of different
offering g operati countries and
ons regions,
establish a
targeted
internal
control system
and early
warning
system.
Other
informati N/A
on
2. Assets and Liabilities at Fair Value
Unit: RMB
41
China Merchants Port Group Co., Ltd. Annual Report 2022
Impa
irme
nt
allo
wanc
Gain/loss on Cumulative
e Purchased in Sold in the
Beginning fair-value fair-value
Item mad the Reporting Reporting Other changes Ending amount
amount changes in the changes
e in Period Period
Reporting Period through equity
the
Repo
rting
Perio
d
Fina
ncial
asset
s
Held
-for-
tradi
ng
fina
ncial
asset
s
(excl 36,954,000,00 40,874,000,0
6,921,831,502.55 34,417,357.38 - - -37,467,260.30 2,998,781,599.63
usiv 0.00 00.00
e of
deri
vativ
e
fina
ncial
asset
s)
Othe
r
non-
curr
1,086,762,170
ent 809,515,244.87 -163,451,007.49 - - - 12,914,488.74 1,745,740,896.41
fina .29
ncial
asset
s
Othe
r
equit
y
instr
180,251,798.43 - -7,180,686.41 - - 1,125,837.00 - 171,945,275.02
ume
nt
inve
stme
nt
Subt
otal
of
38,040,762,17 40,875,125,8
fina 7,911,598,545.85 -129,033,650.11 -7,180,686.41 0.00 -24,552,771.56 4,916,467,771.06
ncial 0.29 37.00
asset
s
42
China Merchants Port Group Co., Ltd. Annual Report 2022
Rece
ivabl
es
238,429,402.71 - - - - - -74,662,489.61 163,766,913.10
fina
ncin
g
Tota
l of
38,040,762,17 40,875,125,8
the 8,150,027,948.56 -129,033,650.11 -7,180,686.41 0.00 -99,215,261.17 5,080,234,684.16
abov 0.29 37.00
e
Fina
ncial
0.00 - - - - - - 0.00
liabi
lities
Details of other changes:
N/A
Significant changes to the measurement attributes of the major assets in the Reporting Period:
□ Yes √ No
3. Restricted Asset Rights as at the Period-End
The restricted monetary assets were RMB9,309,145.94 of security deposits.
The carrying value of fixed assets as collateral for bank loans was RMB341,870,382.84.
The carrying value of construction in progress as collateral for bank loans was RMB4,298,598.5. The
carrying value of intangible assets as collateral for bank loans was RMB222,040,259.68.
The carrying value of equities and interests as collateral for bank loans was RMB3,162,859,514.29.
VII Investments Made
1. Total Investment Amount
Investment Amount in 2022 Investment Amount in 2021
Change (%)
(RMB) (RMB)
19,688,903,358.82 2,444,270,974.39 705.51%
2. Major Equity Investments Made in the Reporting Period
Index
Progr Gain/
The Date to
ess as loss Any
Princ Way Inves Com Fundi Term Type Expe of discl
Joint of the in the legal
Inves ipal of tment pany’ ng of of cted discl osed
inves balan curre mater
tee opera inves amou s sourc inves inves retur osure infor
tor ce nt invol
tions tment nt intere e tment tment n (if matio
sheet perio ved
st any) n (if
date d
any)
43
China Merchants Port Group Co., Ltd. Annual Report 2022
See
Anno
Ning
unce
bo
Own Equit ment
Zhou
14,11 funds y No.
shan Port Acqu 351,6 14
3,777 20.98 and Long Equit owne 2021-
Port opera isitio None 07,51 No July
,882. % bond -term y rship 057
Com tions n 1.90 2021
23 finan transf on
pany
cings erred www
Limit
.cninf
ed
o.co
m.cn
14,11
351,6
3,777
Total -- -- -- -- -- -- -- -- 0.00 07,51 -- -- --
,882.
1.90
23
3. Major Non-Equity Investments Ongoing in the Reporting Period
□ Applicable √ Not applicable
4. Financial Investments
(1) Securities Investments
Unit: RMB
Ac
N co
Va
a unt Cumulati A Fu
rie
m ing ve fair cc nd
ty Code Gain/loss on fair
e me value Sold in the Gain/loss in ou in
of of Initial Beginning value changes in Purchased in the Ending carrying
of asu changes Reporting the Reporting nti g
se securiti investment cost carrying value the Reporting Reporting Period value
se re recorded Period Period ng so
cu es Period
cu me into ite ur
rit
rit nt equity m ce
ies
ies mo
del
Ot
he
r
no
Fai n-
Qi O
r cu
ng w
St val rre
da n
oc 06198 ue 145,443,863.52 - 10,639,288.83 139,233,775.66 nt
o 124,405,138.80 -19,124,576.60 - - fu
k me fin
Po nd
tho an
rt s
d ci
al
as
set
s
44
China Merchants Port Group Co., Ltd. Annual Report 2022
Ot
he
r
no
Fai n-
Qi O
r cu
ng w
St val rre
da n
oc 601298 ue 637,280,000.00 nt
o 331,404,250.30 -8,960,000.00 - - - 28,716,800.00 628,320,000.00 fu
k me fin
Po nd
tho an
rt s
d ci
al
as
set
s
Ot
he
r
eq
uit
Jia y
Fai
ng in O
r
su str w
St val
Ex 8,632,041.9 u n
oc 600377
pr 1,120,000.00 ue 8,620,000.00 - 12,041.97 - - - m fu
k me 7
es en nd
tho
sw t s
d
ay in
ve
st
m
en
t
Ot
he
r
eq
uit
Pe
y
tro Fai
in O
ch r
str w
St e val
u n
oc 400032 mi 3,500,000.00 ue 382,200.00 - - - - - 382,200.00 m fu
k ca me
en nd
l tho
t s
A d
in
1
ve
st
m
en
t
Ot
he
r
eq
uit
y
Fai
G in O
r
ua str w
St val
ng u n
oc 400009
Jia 27,500.00 ue 17,000.00 - - - - - 17,000.00 m fu
k me
n en nd
tho
1 t s
d
in
ve
st
m
en
t
45
China Merchants Port Group Co., Ltd. Annual Report 2022
Tr
ad
in
g
fin
an
ci
al
as
set
An Fai
s, O
ton r
ot w
St g val
he n
oc 600179 Ho 391,956.73 ue 157,196.79 -136,462,315.91 - 1,086,762,170.29 - - 950,457,051.17 r fu
k ldi me
no nd
ng tho
n- s
s d
cu
rre
nt
fin
an
ci
al
as
set
s
Total 460,848,845.83 -- 791,900,260.31 -164,546,892.51 12,041.97 1,086,762,170.29 8,632,041.97 39,356,088.83 1,718,410,026.83 -- --
(2) Investments in Derivative Financial Instruments
□ Applicable √ Not applicable
5. Use of Funds Raised
(1) Overall Usage of Funds Raised
Unit: RMB’0,000
Proporti
Amount
on of
The usage of funds
Total funds Accumulativ accumul
Total funds and raised
Way of Total funds used in the Accumulativ e funds with ative Total unused
Year with usage destination idle for
raising raised Current e fund used usage funds funds
changed of unused over
Period changed with
funds two
usage
years
changed
Private
2019 placem 221,282.91 35,020.11 1,000,197.22 0 18,599.73 8.41% 0 N/A 0
ent
46
China Merchants Port Group Co., Ltd. Annual Report 2022
Deposited
Private
in funds
2022 placem 1,066,912.64 1,460,375.00 1,460,375.00 0 0 0% 306,587.84 0
raising
ent
account
Total -- 1,288,195.55 1,495,395.11 2,460,572.22 0.00 18,599.73 - 306,587.84 -- 0
Explanation of overall usage of funds raised
47
China Merchants Port Group Co., Ltd. Annual Report 2022
(I) Funds Raised through the Private Placement of Shares in 2019
Pursuant to the Reply of China Securities Regulatory Commission on the Approval of Shenzhen Chiwan Wharf Holdings Limited
Offering Shares to China Merchants Investment Development Company Limited for Asset Acquisition and Raising the Matching
Funds (ZJXK [2018] No. 1750), the Company issued, in a private placement, a total of 128,952,746 shares of RMB-denominated
ordinary shares (A-shares) to two entities including China-Africa Development Fund at RMB17.16/share, raising a total of
RMB2,212,829,121.36 (with the net amount after deducting issuance costs being RMB2,185,997,340.15). Following the arrival of
the aforesaid funds on 23 October 2019, BDO China Shu Lun Pan Certified Public Accountants LLP issued a Capital Verification
Report (XKSBZ [2019] No. ZI10673).
As of 31 December 2022, a total of RMB10,001,972,225.09 of raised funds had been used, including: (1) RMB582,722,414.48 as
the replacement for the self-financings that had been in advance input into project to be financed by raised funds; (2)
RMB1,192,418,029.40 used after the arrival of the raised funds, including an investment of RMB1,192,418,029.40 in the Haixing
Harbor Renovation Project (Phase II) (2019: RMB324,533,139.29; 2020: RMB424,734,590.46; 2021: RMB262,949,228.42; 2022:
RMB180,201,071.23); (3) RMB26,831,781.21 for paying issuance costs; (4) RMB7,130,000,000.00 for purchasing structured
deposits (2019: RMB1,200,000,000.00; 2020: RMB2,650,000,000.00; 2021: RMB3,280,000,000.00); (5) RMB1,070,000,000.00 for
purchasing seven days call deposits (2021: RMB900,000,000.00; 2022: RMB170,000,000.00).
As of 31 December 2022, the interest income in the account of raised funds minus service charges stood at RMB8,783,139.80 (2019:
RMB795,775.14; 2020: RMB1,142,652.22; 2021: RMB513,577.57; 2022: RMB6,331,134.87). The amount of structured deposits
redeemed was RMB7,130,000,000.00 (2019: RMB100,000,000.00; 2020: RMB2,950,000,000.00; 2021: RMB4,080,000,000.00).
The amount of income from structured deposits was RMB41,738,931.50 (2019: RMB302,465.75; 2020: RMB28,538,767.13; 2021:
RMB12,897,698.62). The amount of seven days call deposits redeemed was RMB1,070,000,000.00 (2021: RMB900,000,000.00;
2022: RMB170,000,000.00). And the amount of income from seven days call deposits was RMB7,856,335.42 (2021:
RMB4,756,502.08; 2022: RMB3,099,833.34).
The Proposal on the Conclusion of the Investment Project with Funds Raised through Share Offering for Asset Acquisition and Use
of the Surplus Raised Funds for Permanent Supplementation of Working Capital was approved at the 9th Extraordinary Meeting of
the 10th Board of Directors in 2022 and the 3rd Extraordianry General Meeting of 2022 dated 29 November 2022 and 23 December
2022, respectively. As such, it was agreed that the surplus raised funds can be used to permanently supplement the working capital.
As of 31 December 2022, the Company had transferred the surplus raised funds of RMB469,235,302.99 to the account of its own
funds for permanent supplementation of the working capital. Therefore, the balance of the raised funds was nil and the account of
raised funds has been cancelled.
(II) Funds Raised through the Private Placement of Shares in 2022
Pursuant to the Reply of China Securities Regulatory Commission on the Approval of the Private Placement of China Merchants Port
Group Co., Ltd. (ZJXK [2022] No. 1657), the Company issued, in a private placement, a total of 576,709,537 shares of RMB-
denominated ordinary shares (A-shares) to specified investors at a fixed price of RMB18.50/share, raising a total of
RMB10,669,126,434.50, with the net amount after deducting issuance costs (exclusive of tax) being RMB10,632,533,330.40. The
actual amount deposited in the raised funds account was RMB10,642,126,434.50 (inclusive of to-be-deducted other issuance costs
of RMB9,593,104.10. Following the arrival of the aforesaid funds at the Company’s specialized account for raised funds (account
No. 755901118610707) at the Shenzhen Xinshidai sub-branch of China Merchants Bank Co., Ltd., Deloitte Touche Tohmatsu
Certified Public Accountants LLP verified the funds raised in the private placement on 16 September 2022 and issued a Capital
Verification Report (DSB (Y) Z (22) No. 00471).
As of 31 December 2022, a total of RMB14,603,750,000.00 of raised funds had been used, including: (1) RMB7,600,000,000.00
used after the arrival of the raised funds, including debt repayments of RMB7,600,000,000.00; (2) RMB3,750,000.00 for paying
issuance costs; (3) RMB4,900,000,000.00 for purchasing structured deposits; RMB200,000,000.00 for purchasing seven days call
deposits; and RMB1,900,000,000.00 for purchasing term deposits. As of 31 December 2022, the interest income from the raised
funds minus service charges stood at RMB17,445,775.40; structured deposits redeemed were RMB4,100,000,000.00, and income
from cash management was RMB10,056,182.64.
As of 31 December 2022, the Company's unspent balance of raised funds was RMB3,065,878,392.54.
(2) Commitment Projects of Fund Raised
Unit: RMB’0,000
Investm Whether
Committe
Change Accumulati ent occurred
d
d or not Investment Investme ve Date of Realized significa
investmen schedul Whether
(includi Committed amount nt amount investment e as the reaching income nt
t project reached
ng investment after in the amount as period- intended in the changes
and super anticipated
partial amount adjustment Reporting of the use of the Reportin in
raise fund end (3) income
change (1) Period period-end project g Period project
arrangem ＝
s) (2) feasibilit
ent (2)/(1) y
Committed investment project
1.
Supportin
N/A
g Yes 18,599.73 N/A N/A N/A N/A N/A N/A N/A
transform (Note 1)
ation
48
China Merchants Port Group Co., Ltd. Annual Report 2022
project of
Han Port
2.
Transfor
mation
177,514.04 28 June
project of No 200,000.00 218,599.73 18,020.11 81.21 8,333.15 No (Note 2) No
(Note 3) 2021
Haixing
Harbor
(Phase II)
3.
Replenish
ing
working 1,063,253. 1,063,253. 760,000.0
No 760,000.00 71.48% N/A N/A N/A
capital 33 33 0
and
repaying
debt
Subtotal
of
committe 1,281,853. 1,281,853. 778,020.1
-- 937,514.04 -- -- 8,333.15 -- --
d 06 06 1
investmen
t project
Super raise fund arrangement
N/A
Subtotal
of super
raise fund -- N/A N/A N/A N/A -- -- 0 -- --
arrangem
ent
1,281,853. 1,281,853. 778,020.1
Total -- 937,514.04 -- -- 8,333.15 -- --
06 06 1
Note 1: Based on the estimated construction progress of supporting transformation project of Han Port, USD79 million and USD281
million were planned to be used to build an oil wharf and a tank area respectively in 2019 and 2020; USD12.48 million and USD179.6
million were planned to be used to acquire quay cranes, yard cranes and other operating equipment respectively in 2019 and 2020. The
funds were estimated to be fully spent by 2020. So far the project has been delayed. According to the Company’s overall development
Condition planning, in order to further optimize its internal resource allocation, increase the utilization efficiency of funds and safeguard
and shareholders’ rights and interests, the Company used RMB185,997,300 of the fund raised in transformation project of Haixing Harbor
reason for (Phase II).
not Note 2: The Transformation project of Haixing Harbor (Phase II) obtained the port operation license on 24 June 2021, passed the
reaching acceptance check by the competent port administration on 28 June 2021 and has been put into operation. This project generated income
the of RMB83.3315 million in 2022. However, as the project is currently in the early stage of operation and business is gradually picking
schedule up, the anticipated income has not yet been reached.
and Note 3: As of 31 December 2022, the Company had invested a total of RMB1,775.1404 million, representing a saving of RMB410.8569
anticipate million from the total committed investment of raised funds of RMB2,185.9973 million. After the conclusion of the raised funds
d income investment project, the Company used the balance of RMB410.8569 million, as well as the cash management income of RMB58.3784
(by million from the raised funds account, amounting to a total of RMB469.2353 million, for permanent replenishment of working capital.
specific The Proposal on the Conclusion of the Investment Project with the Funds Raised through the Private Placement of Shares for Asset
items) Acquisition and Using the Surplus Raised Funds to Permanently Replenish Working Capital was approved at the 9 th Extraordinary
Meeting of the 10th Board of Directors in 2022 and the 6th Extraordinary Meeting of the 10th Supervisory Committee in 2022 dated 29
November 2022, and later at the 3rd Extraordinary General Meeting of 2022 dated 23 December 2022. As such, the Company was
agreed to conclude the investment project with the funds raised through the private placement of shares for asset acquisition and use
the surplus funds raised to permanently replenish its working capital.
Notes of
condition
of
significan
N/A
t changes
occurred
in project
feasibility
Amount,
usage and
schedule N/A
of super
raise fund
49
China Merchants Port Group Co., Ltd. Annual Report 2022
Changes
in
implemen
tation N/A
address of
investmen
t project
Adjustme
nt of
implemen
tation N/A
mode of
investmen
t project
Upfront Advance investment and replacement of the Company's 2019 private offering fund raising project:
investmen BDO China Shu Lun Pan Certified Public Accountants LLP verified the upfront investment with self-pooled funds in raised funds
t and investment projects, and issued the XKSSBZ [2019] No. 10423 The Audit Report on the Upfront Investment with Self-Pooled Funds
transfer in raised Funds Investment Project of Shenzhen Haixing Harbor Development Co., Ltd. dated 12 November 2019. As of 31 October
of 2019, the upfront investment with self-pooled funds in raised funds investment projects amounted to RMB582.7224 million. In
investmen December 2019, pursuant to the Proposal on the Swap of Raised Funds and Upfront Investment of Self-Pooled Funds approved at the
t project 11th Extraordinary Meeting of the 9th Board of Directors in 2019, the Company has completed the swap of the aforesaid funds.
(I) Funds Raised through the Private Placement of Shares in 2019
On 22 November 2019, the 11th Extraordinary Meeting of the 9th Board of Directors in 2019 reviewed and approved the Proposal on
the Implementation of Cash Management by the Usage of Idle Raised Funds, which agreed the Company to carry out cash management
by using idle funds of no more than RMB1.2 billion. The quota was valid within 12 months of the date when the said proposal was
approved by the Board. And the cash management amount would be returned to the account of raised funds upon the expiry.
On 30 November 2020, the Second Extraordinary Meeting of the 10th Board of Directors in 2020 and the Second Extraordinary Meeting
of the 10th Supervisory Committee in 2020 reviewed and approved the Proposal on the Implementation of Cash Management by the
Usage of Idle Raised Funds, which agreed the Company to carry out cash management by using idle funds of no more than RMB800
million. The quota was valid within 12 months of the date when the said proposal was approved by the Board. And the cash management
amount would be returned to the account of raised funds upon the expiry.
On 23 December 2021, the 13th Meeting of the 10th Board of Directors in 2021 and the 7th Extraordinary Meeting of the 10 th
Supervisory Committee in 2021 reviewed and approved the Proposal on the Implementation of Cash Management by the Usage of
Idle Raised Funds, which agreed the Company to carry out cash management by using idle funds of no more than RMB600 million on
Use of a rolling basis within 12 months of the approval of the said proposal by the Board of Directors.
idle As of 31 December 2022, the Company has purchased RMB7,130 million of structured deposits and RMB1,070 million of seven days
raised call deposits (2019: RMB1,200 million of structured deposits; 2020: RMB2,650 million of structured deposits; 2021: RMB3,280
funds for million of structured deposits and RMB900 million of seven days call deposits; 2022: RMB170 million of seven days call deposits) at
cash CMB Shenzhen New Times Sub-branch with temporarily idle raised funds. The purchased RMB7,130 million of structured deposits
managem and RMB1,070 million of seven days call deposits have been redeemed (2019: RMB100 million of structured deposits; 2020:
ent RMB2,950 million of structured deposits; 2021: RMB4,080 million of structured deposits and RMB900 million of seven days call
purposes deposits; 2022: RMB170 million of seven days call deposits). The amount of income from structured deposits was RMB41.7389
million (2019: RMB0.3024 million; 2020: RMB28.5388 million; 2021: RMB12.8977 million). The amount of income from seven
days call deposits was RMB7.8563 million (2021: RMB4.7565 million; 2022: RMB3.0998 million).
(II) Funds Raised through the Private Placement of Shares in 2022
On 29 September 2022, the 7th Extraordinary Meeting of the 10th Board of Directors in 2022 and the 4 th Extraordinary Meeting of
the 10th Supervisory Committee in 2022 reviewed and approved the Proposal on the Implementation of Cash Management by the
Usage of Idle Raised Funds, which agreed the Company to carry out cash management by using idle funds of no more than RMB10
billion on a rolling basis. The quota was valid within 12 months of the date when the said proposal was approved by the Board. And
the cash management amount would be returned to the account of raised funds upon the expiry. The Company disclosed the
Announcement on the Implementation of Cash Management by the Usage of Idle Raised Funds with details of the cash management.
In 2022, the Company used idle raised funds for cash management purposes. As of 31 December 2022, it had purchased, with
temporarily idle raised funds, RMB4,900 million of structured deposits, RMB200 million of seven days call deposits, and RMB1,900
million of term deposits, in 2022. In 2022, RMB4,100 million of structured deposits were redeemed. In the year, structured deposits
generated an income of RMB10.0562 million.
The reasons for the surplus in the Company's 2019 private offering fund raising project are as follows:
(1) Due to the long implementation period of the projects, during the implementation, the Company strictly followed the relevant
regulations on the use of the raised funds, and used the raised funds prudently in accordance with the principles of use for specified
purposes only, reasonable, effective and frugal under the premise of ensuring quality and progress. It strictly controlled the procurement
process and payment progress, strengthening the control, supervision and management of the cost of each link. And it reduced the cost
Amount
through commercial negotiation, price inquiry and comparison, saving construction expenses for the projects.
of surplus
(2) The Company conducted cash management of idle raised funds, including structured deposits and seven days call deposits, in
in project
accordance with the law, without affecting the implementation of the raised funds investment projects, which improved the efficiency
implemen
of the idle raised funds and generated income in the duration of the raised funds.
tation and
(3) The construction contracts of some of the projects have instalment payment terms, and outstanding project warranties are subject
the
to a certain period of time before payment.
reasons
The Proposal on the Conclusion of the Investment Project with the Funds Raised through the Private Placement of Shares for Asset
Acquisition and Using the Surplus Raised Funds to Permanently Replenish Working Capital was approved at the 9th Extraordinary
Meeting of the 10th Board of Directors in 2022 and the 6th Extraordinary Meeting of the 10th Supervisory Committee in 2022 dated
29 November 2022, and later at the 3rd Extraordinary General Meeting of 2022 dated 23 December 2022. As such, the Company was
agreed to conclude the investment project with the funds raised through the private placement of shares for asset acquisition and use
50
China Merchants Port Group Co., Ltd. Annual Report 2022
the surplus funds raised to permanently replenish its working capital. The Company has disclosed in December 2022 the aforesaid
matter in detail.
In December 2022, the Company transferred the unused raised funds of RMB410,856,896.27 and the cash management income of
RMB58,378,406.72, totalling RMB469,235,302.99, to the account of its own funds for permanently replenishing working capital. And
the raised funds account has been cancelled.
Usage
and
destinatio
Unused fund was deposited in the fund-raising account.
n of
unused
funds
Problems
incurred
in fund
using and N/A
disclosure
or other
condition
(3) Re-purposed Raised Funds
□ Applicable √ Not applicable
The company did not change the project of raising funds in the Reporting Period.
VIII Sale of Major Assets and Equity Investments
1. Sale of Major Assets
□ Applicable √ Not applicable
No such cases in the Reporting Period.
2. Sale of Major Equity Investments
□ Applicable √ Not applicable
IX Major Subsidiaries
Major fully/majority-owned subsidiaries and those minority-owned subsidiaries with an over 10%
effect on the Company’s net profit
Unit: RMB
Relat
ionsh
ip
Principa
Name with Registered capital Total assets Net assets Operating revenue Operating profit Net profit
l activity
the
Com
pany
Business
Shanghai
Joint related to
Internatio
stock port,
nal Port
comp container 23,284,144,750.00 181,801,705,598.86 121,167,048,431.51 37,279,806,723.63 20,588,311,777.65 17,910,112,648.83
(Group)
any and
Co., Ltd.
terminal
51
China Merchants Port Group Co., Ltd. Annual Report 2022
Port
China business,
Merchants bonded
Port Subsi logistics 46,668,174,018.78
Holdings diary and 150,395,180,920.03 106,480,928,048.93 10,926,649,847.41 8,653,197,640.92 7,771,272,424.87
(HKD)
Company property
Limited investme
nt
Subsidiaries obtained or disposed in the Reporting Period:
How subsidiary was Effects on overall
Subsidiary obtained or disposed in the operations and operating
Reporting Period performance
Port Development (Hongkong)
Newly incorporated No significant impact
Company Limited
Guangdong Shunkong Port-related
Development and Construction Co., Asset acquisition No significant impact
Ltd.
Asia General Investment
Newly incorporated No significant impact
Corporation
Merit Bravo Enterprises Limited Newly incorporated No significant impact
Golden Matrix Holdings Limited De-registered No significant impact
Shantou Port Huaxing Engineering
De-registered No significant impact
Management Co., Ltd.
Zhanjiang Port Haichuan Trading
De-registered No significant impact
Co., Ltd.
Notes of major holding companies and joint stock companies
There is no information on major holding companies and joint stock companies for the Company to
disclose during the Reporting Period.
X. Structured Bodies Controlled by the Company
Applicable √ Not applicable
XI Outlook for the Future Development of the Company
1. Layout and trends of the industry
In terms of international economy and trade, the Russia-Ukraine Conflict is likely to further escalate
and the global financing tightening could aggravate the debt distress and disturb the process of
economic recovery. It is expected that the growth of global economy will enter into the slowdown
phase. Economies are facing potential crises in energy, food and debt, which have increased the
uncertainty of global economy. The continuous geopolitical tensions and the rise of “unilateralism”
and “protectionism” have increased the risk of the reconstruction of industrial and supply chains. The
significant increase of events caused by extreme weathers and climates will also constitute a threat to
international production and transportation activities. However, the pent-up demand of many
economies and the declining inflation acceleration might lead to a robust economic boost, which will
alleviate adverse risks.
52
China Merchants Port Group Co., Ltd. Annual Report 2022
For domestic economy and trade, China continues to advance the “14th Five-Year Plan” in a strong
and orderly manner, consistently adheres to the general principle of “making progress while ensuring
stability” in economic work and promotes reform and stimulates vitality and consolidates the basis
for economic recovery and development by making a big push to ensure “stability on the six fronts
and security in the six areas”. With policies to stabilize economy gradually implemented and effects
of trade agreements continuously released, the liquidity of transnational trade elements will be further
improved, the momentum of import and export of commodities will be strengthened, economy and
trade will stay within a reasonable ambit and the steady development of port industry will be promoted.
In recent years, across the world are spreading unprecedented changes. Port, as a major carrier and
part of international trade flow, has played a significant role in global trade and transport systems.
Global port operators have seized opportunities of the times, made efforts to improve the quality of
port services, continuously enlarged the sphere of influence of the ports, strengthened the
collaborative effects with other logistics participants and provided clients with higher-quality and
more comprehensive logistics solutions. Resources competition among international ports will
continue, which will bring new opportunities and challenges to the port industry. In the future, the
port industry will develop towards the following trends:
(1) Globalization of port network. With the pushed process of international economic integration and
the exacerbated competition in port markets globalization, the demand for port transformation and
upgrade is no longer sorely pursuing the maximization of port handling capacity and corporate
economic benefits. Instead, it makes the maximization of the long-term value of ports a target. The
Company should continue to complete and enrich the globalization layout of ports, identify
acquisition projects with investing potential, actively explore ports with strategic significance, and
further improve the competence, influence and sustainability of the corporate.
(2) Integration of port services. The prominent problem of global supply chain and the acceleration
of regionalization and localization of industrial chain have further promoted the business extension
and reform of the port industry. While focusing on the major port business, the Company should
actively expand port extension business, carry out innovative port commercial modes, put forward
professional and customized logistics solutions and provide clients with logistics services that are
more flexible, secure and efficient.
(3) Digitalization of port operation. Port digitalization extent is outperforming the effect of the
upgrade of physical infrastructure in increasing the port production efficiency. The breakthrough and
innovation of digital techniques will accelerate the upgrade of the industry from “digitalization” to
“digital intelligence” and continuously empower the core businesses, such as the production,
management, services and ecology of the port. Digital technology infuses the port enterprises with
new momentum.
(4) Green and low-carbon ports. Port is a traditional tremendous source of energy consumption and
carbon emission. Governments around the world and international institutions have made a new
request for green transformation to achieve the “Double Reduction” goal for energy consumption and
total amount of emission. In IMO Preliminary Strategy for Greenhouse Gas Emission Reduction from
Ships, the International Maritime Organization required that, the average carbon emission intensity
per unit of transport work of global shipping industry shall decrease by at least 40% by 2030,
compared with 2008. The green and low-carbon transformation of port industry not only complies
53
China Merchants Port Group Co., Ltd. Annual Report 2022
with the strategic demand by the country, but also makes important contribution to the global green
environment and sustainable development.
2. Development strategy
The Company is committed to becoming a world-class comprehensive port service provider, base
itself in a new stage of development, implement the new development philosophy fully and faithfully,
and serve and integrate itself into the new national development paradigm. In pursuit of high-quality
growth, it will accelerate technological leadership and innovation-driven development, achieve global
scientific layout and balanced development, provide first-class comprehensive port service
professional solutions, seek more returns for shareholders, support local economic and industrial
development, and contribute to the development of the port industry.
Firstly, in respect of domestic homebase port strategies, the Company will seize the opportunity
arising from the supply-side reform and based on the goal of “regional consolidation and
enhancement of synergy”, seek for opportunities for consolidation and cooperation on an ongoing
basis across the five main coastal regions with a view to further expanding and improving the ports
network layout within China. The Group will lead a new direction for the consolidation of regional
ports with a key focus on constantly improving the quality of port development with its best efforts.
Secondly, in respect of overseas strategies, the Company will correctly understand and capitalize on
the opportunities arising from the international industrial transfers, at the same time adapting to the
trend of deploying mega-vessels and forming shipping alliances. Emphasis will be placed on the
development of global major hub ports and gateway ports as well as areas with high market potential,
fast-growing economy and promising development prospect. The Company will grasp opportunities
in ports, logistics and related infrastructures investment for the on-going enhancement of its global
port network.
Thirdly, in respect of innovation strategies, the Company will adhere to the principle of “driving
through technology and embracing changes”, under which the Company could support the future port
development through increasing the investment in innovation and holding the technology high ground.
By means of technological innovation and innovative management, it will significantly enhance the
efficiency and effectiveness of port operation, which will help the Company transform from "scale-
driven" to "quality-driven" and the business structure change from "simple port handling and storage"
to "comprehensive services based on the main port business", supporting the Company's new leapfrog
development with innovation, and continuously improving the Company's driving force of
development.
Fourthly, for the digital strategy, the Company firmly grasps the development opportunities of
"industrial digitization" and "digital industrialization", uses digitization as an entry point to empower
the Company's production and operation, market expansion, operation management, and capital
operation. In line with the development trends of the times and the industry, the Company uses digital
technology to carry out all-round transformation of traditional port terminals to promote industrial
optimization and upgrading. Relying on the stock assets and business of the ports, with the core
purpose of improving quality and efficiency, the Company improves the scientization and elaboration
of production operation, customer service, operation management and decision-making, and
promotes the comprehensive upgrade of port management and service intelligence.
54
China Merchants Port Group Co., Ltd. Annual Report 2022
Fifthly, for the low-carbon strategy, the Company will firmly grasp the development opportunity of
green industrial transformation, thoroughly implement the concept of green development, actively
fulfil social responsibilities, continuously optimize the energy structure of the ports, improve the
modern green port management system and mechanism, enrich the green energy supply scenarios,
widely promote the concept of green investment and strive to building a new generation of green and
smart ports with low energy consumption and low pollution.
3. Business plans for 2023
In 2023, the Company will continue to uphold the underlying principle of pursuing progress while
ensuring stability, strive to build a comprehensive port service system with stronger innovation and
higher added value based on the two-wheel drive model of "endogenous growth" and "innovation
upgrading", promote the Company to achieve leapfrog and higher-quality development in terms of
the construction of homebase ports, technological innovation, market expansion, operation
management, comprehensive development, capital operation, etc.
As for the construction of homebase ports, the West Shenzhen homebase port will continue to
optimize the layout of the logistics supply chain in the Guangdong-Hong Kong-Macao Greater Bay
Area, improve the hardware level of collection and transportation infrastructures, improve the level
of port infrastructures and operating efficiency, optimize regional competition and cooperation
relationships, clear resource bottlenecks, optimize customer service, consolidate and enhance the
status of the homebase port. Meanwhile, the Company will continue to build an integrated operation
model of the homebase port in Sri Lanka to achieve rapid business development, seize the window
period, accelerate business cooperation with shipping companies, and continue to build CICT+HIPG
"Twin Star", a world-class shipping centre in South Asia.
In terms of technological innovation, the Company will commit to innovation-driven development
and promote industrial transformation and upgrade by innovation and technology. Leveraging on the
Research Institute of CMPort for Technological Innovation and Development, the Company will
develop the ecosystem for technology and innovation, and generate smart solutions for ports to build
the integrated platform for industry, education and research. Through “CMCore” platform, the
Company will develop three major leading products for the industry, including Container Terminal
Operation System (“CTOS”), Bulk Cargo Terminal Operation System (“BTOS”) and Logistic Park
Operation System (“LPOS”), striving to intelligentize the production and operation within the
terminals. CTOS has successfully obtained approval from the Ministry of Transport of the PRC for a
major project, and will promote a research on structural upgrades within this year. The “CM ePort”
platform will innovate the service models by improving the information service system and adopting
the “Port + Internet” approach for the port. The “CM ePort” version 3.0 has completed the full
coverage of domestic major ports, so as to explore and develop an open platform for intelligent ports.
In terms of market expansion, the Company will be transformed from a tradesman to an itinerant
trader, with a customer-centric and market-oriented approach to comprehensively enhance its
business development space. The Company will improve customer service level, focus on the
expansion of high-value and high-quality goods, increase customer loyalty by bundling supply of
goods, establish regional alliance organizations, expand the coverage of logistics supply chain,
provide "customized" terminal service, and improve customer satisfaction. The Company will
55
China Merchants Port Group Co., Ltd. Annual Report 2022
intensify its efforts in market expansion. For the bulk cargo business, the Company will develop
integrated bulk commodity business. For the container business, the Company will strengthen the
business collaboration between its ports, expand the Southeast Asian market, create high-quality
routes, increase the concentration of routes, and increase the proportion of local cargo sources. The
Company will mobilize the potential of business innovation, strengthen the research and development
of bonded and commercial extension platforms, increase the business expansion of cross-border e-
commerce logistics, strengthen internal coordination in supply chain extension, make resources
interoperable and complement each other, and form the synergy of customer diversion and service
upgrading.
In terms of operation management, the Company will speed up the construction of an operation
management and control system of “empowerment, professionalism and value”, comprehensively
improve the level of operation management, and promote endogenous growth. The Company will
further improve the online business management process through "SMP" to support the Company's
business decision-making. The Company will continue to optimize the life cycle management system
of projects, improve resource allocation standards and management standards oriented by lean
management, build resource dynamics and performance monitoring platform based on EAMIS
(Enterprise Assets Management Information System), accelerate the construction of investment
management information system, and realize the systemaltization, normalization and standardization
of asset management. The Company will strengthen international management, operation monitoring
and analysis and evaluation, and further improve the interconnection among overseas ports to ensure
the safety and stability of the supply chain.
In terms of comprehensive development, the Company will continue to develop innovative businesses
around the main business, and actively take measures to tap the potential. For domestic
comprehensive development, the Company will do a good job in planning and construction, focus on
bonded logistics innovation business, extend to cold chain, smart technology industrial park and other
businesses, and actively explore new growth points for customer service in the park. For overseas
comprehensive development, the Company will continue to improve the comprehensive development
model of "Port-Park-City", and provide customized comprehensive service solutions and industrial
incubation functions on the basis of the existing park development and investment attraction model.
Meanwhile, the Company will strengthen the internal coordination of the business to form the synergy
of attracting customers, improving capabilities and upgrading services.
In terms of capital operation, the Company will continue to improve capital operation, promote the
creation of financial value, and prevent investment risks. The Company will improve the capital
operation ability of stock assets, improve tax planning and fund management capabilities, further
explore and increase the value of stock assets, explore the mode of combining light and heavy assets,
improve operation plans of investment, merger and acquisition, continue to optimize the dual-
platform structure, and enhance profitability and control.
4. Possible risks and counter measures
(1) Risk of macroeconomic fluctuations
For international risks, the world economic situation in 2023 is still complicated. Risks such as
inflation, food and energy crises, social unrest, and restructuring of industrial and supply chains
caused by Black Swan events such as the Russia-Ukraine conflict and political turmoil in many
56
China Merchants Port Group Co., Ltd. Annual Report 2022
countries cannot be ignored. Although frequent interest rate hikes in developed economies such as
Europe and the United States can curb inflation, they will also lead to a strengthening of a single
currency, a tightening of the global financial environment, an increase in the cost of imports in
international trades, and a rising financial risks in emerging market economies, which is not
conducive to the recovery of the global economy. Such risks of uncertainties will shock China’s
foreign trade market, container shipping market, and bulk commodity demand, and pose certain
challenges to the Company’s overseas investment and layout planning.
For domestic risks, the element of China's long-term economic cycle of seeking progress while
maintaining stability remains solid, but economic development is still facing triple pressures of
shrinking demand, supply shocks, and weakening expectations. In addition, factors such as the
ongoing tug-of-war in trade between China and the United States and the transfer of some industries
to emerging economies have also brought uncertainties to China's economic growth. In addition, the
implementation of technological innovation support policies in the national level amplified the
necessity and urgency of the digital transformation and upgrade in the shipping industry.
Facing the risk of macroeconomic fluctuations, especially large fluctuations in international exchange
rates, and rising prices of energy and commodity, the Company will scientifically identify, actively
respond to, and actively seek changes. Firstly, the Company will fully implement the national "14th
Five-Year" development plan, seize the opportunity of entering a new development stage, fully
promote the endogenous growth, innovation and upgrading of the port business, so as to promote the
high-quality development of the Company. Secondly, the Company will thoroughly implement
national strategies such as the unified national market, the Guangdong-Hong Kong-Macao Greater
Bay Area and the integration of the Yangtze River Delta, and actively participate in the construction
of a new pattern of domestic and international double-circle development. Thirdly, the Company will
seize the opportunity of a new round of high-level opening-up policy, actively integrate into the
development trend of economic globalization, promote the “improvement of quality and efficiency”
of port-related businesses, and continuously improve the quality of port service. Fourthly, the
Company will continue to strengthen the construction of risk identification, early warning and
resolution capabilities, keep an eye on international geopolitical trends, continue to follow up on the
evolution of the restructuring of the global industrial chain and supply chain, actively study the
evolvement rule of the trade pattern, adjust the Company's business strategy in a timely manner and
prevent the impact of major external risk events.
(2) Policy risks
There are various policy risks in the port industry. For international risks, although the busy ports in
Europe and the United States have entered the stage of labor negotiations, the problem has not been
completely resolved, and there are signs of spreading to other parts of the logistics supply chain. A
series of events such as EU countries' trade sanctions against Russia have brought unpredictable
policy risks to the port industry. For domestic risks, under the new pattern of domestic and foreign
double-circle development, China adheres to the opening-up policy and has launched a series of
powerful import and export policies to help the port industry grow from more trade exchanges.
Meanwhile, national strategies such as the domestic and international double circle, the Guangdong-
Hong Kong-Macao Greater Bay Area, and the integration of the Yangtze River Delta will bring
favourable policies to the development of the port industry.
Facing the potential policy risks, on the one hand, the Company will improve policy research,
57
China Merchants Port Group Co., Ltd. Annual Report 2022
proactively practice a series of national strategies to firmly seize the opportunities arising from these
policies; on the other hand, the Company will improve its operation management capability by
enhancing quality and efficiency and strengthening resource allocation. Besides, the Company will
constantly improve its profitability to effectively address and mitigate risks.
(3) Operation management risks
Amidst the period of opportunities of domestic and overseas regional ports integration, the Company
has swiftly strengthened its main port business and successfully optimized the layout of the global
port network. At the same time, the Company faces unfavourable conditions of ports in certain regions
such as challenging operation management, relatively low investment returns, low operational
efficiency and etc. The main risks include: (1) the global operation and management environment is
becoming increasingly complex, which further increases the decision-making risk, decision-making
difficulty and decision-making cycle of port green space and acquisition projects; (2) the frequent
interest rate hikes in European and American countries have caused the exchange rates of the U.S.
dollar and the euro to resonate upward, and the renminbi and other currencies have been under
pressure, increasing the risk of exchange rate fluctuations; (3) the international operation and
management system needs to be improved, and it is necessary to actively respond to it, actively
improve the overall operating efficiency, and meet the needs brought about by the rapid development
and expansion of the enterprise; (4) it is still necessary to continue to build a sound corporate risk
control system, and comprehensively improve the ability to deal with risks such as risk assessment,
risk identification, and risk treatment.
In terms of the Company’s internal operation management risks, the Company will: (1) continue to
increase the loyalty of existing customers, actively develop new customers and seize market
opportunities based on three improvement elements, namely “market, resources, services”; (2)
improve internal control and compliance systems, strengthen legal empowerment business
capabilities, ensuring effective risk identification and control and consolidating the foundation of risk
control; and (3) optimize risk warning system to precisely keep abreast of the development situation,
identify important or major risks early with an aim to seize the prime opportunities for risk control.
XII Communications with the Investment Community such as Researches, Inquiries and
Interviews
Type of
Way of Index to basic
communi
Date Place communica Object of communication information of
cation
tion researches
party
Representatives from
Main discussions:
institutions, such as
the basic condition
Tianfeng Securities,
China of operations,
Industrial Securities,
Merchants Conference Institutio investments made
1 April 2022 Capital Securities,
Port call n and the financial
Essence Securities,
Building condition of the
Sealand Securities, China
Company;
International Capital
Corporation Limited Materials provided:
58
China Merchants Port Group Co., Ltd. Annual Report 2022
(CICC), China Galaxy None
Securities, CITIC Index: SZSE EasyIR
Securities, Haitong (http://irm.cninfo.co
Securities, Huatai m.cn/ircs/index)
Securities, Founder
Securities, Shenwan
Hongyuan Securities,
Guotai Junan Securities,
the Lichang Research
Center, Greewoods,
Golden Eagle,
Changjiang Securities,
China Securities,
Zheshang Securities,
Pacific Securities,
Essence Securities, and
HSBC Qianhai
Shenzhen Qianhai Wanli
Investment Management
Co., Ltd., Chengnuo
Assets, Shenzhen
Mission Hills Investment
Holding Co., Ltd., Rozz
China Asset Management,
One-on-
Merchants Institutio Lingchuang Investment
22 June 2022 one
Port n Group Co., Ltd., Guoren
meeting
Building P&C, Shenzhen New
Thinking Investment
Management Co., Ltd.,
Huachuang Securities,
and Shenzhen Qianrong
Asset Management Co.,
Ltd.
QianMing Assets,
Morning Bell Assets,
Banyan Investment, JM
Investment, Zhifuquan
China
One-on- Fund, Junying
Merchants Institutio
27 July 2022 one Investment, Huifu Fund,
Port n
meeting QHYJ Investment,
Building
Jinhuayang Investment,
Jinglai Investment,
Huatai Securities,
Xinyuan Century
Shenwan Hongyuan
Securities, Sealand
Securities, China
International Capital
Corporation Limited,
China
Guotai Junan Securities,
Merchants Conference Institutio
31 August 2022 China Galaxy Securities,
Port call n
CITIC Securities,
Building
Haitong Securities,
Tianfeng Securities,
Industrial Securities,
Capital Securities,
Essence Securities, Great
59
China Merchants Port Group Co., Ltd. Annual Report 2022
Wall Securities, Guosen
H&S, Nanjing Securities
By Main discussions:
phone, or the basic condition
written of operations,
China investments made
inquiry
1 January 2022-31 Merchants Individua and the financial
(the Individual investors
December 2022 Port l condition of the
EasyIR
Building Company;
platform
of SZSE Materials provided:
or email) None
Times of communications 105
Number of institutions communicated with 57
Number of individuals communicated with 101
Number of other communication parties 0
Tip-offs or leakages of substantial supposedly-confidential information during
No
communications
60
China Merchants Port Group Co., Ltd. Annual Report 2022
Part IV Corporate Governance
I General Information of Corporate Governance
Ever since its establishment, the Company has been in strict compliance with the Company Law and
Securities Law, as well as relevant laws and regulations issued by CSRC. And it has timely formulated
and amended its relevant management rules according to the Code of Corporate Governance for
Listed Companies, which are conscientiously and carefully executed. An effective system of internal
control has thus taken shape in the Company. Details about corporate governance are set out as below:
1. Establishment of systems:
(1) Corporate governance mechanisms and rules that the Company has already established: Articles
of Association of the Company, Rules of Procedure for General Meetings, Rules of Procedure for the
Board of Directors, Working Articles of Audit Committee of the Board of Directors, Working Rules
of Annual Report for Audit Committee of the Board of Directors, Working Articles for Nomination,
Remuneration and Evaluation Committee of the Board of Directors; Working Articles of Strategy and
Sustainability Committee of the Board of Directors, Working System for Independent Directors,
Working Rules of Annual Report for Independent Directors, Rules of Procedure for the Supervisory
Committee, Working Articles of Chief Executive Officer, Management System for Company Shares
held by Directors, Supervisors and Senior Executives and Its Changes, Management System of
Outward Investment, Management System of Related-party Transactions, Management System of
Fund-raising, Management Rules on Information Disclosure, Rules of Accountability for Significant
Mistakes in Annual Report Information Disclosure, Management System on Inside Information and
Insiders, Internal Audit System, Management System of Investors’ Relations, Specific System for
Engaging Accountants, Management Method of Financial Tools, Management System on Person in
Charge of Finance and CFO, Information Disclosure Management Rules for the Inter-bank Debt
Financing Instrument, Management System of External Guarantees, Working Articles of Board
Secretary, Management System of Securities Investments, Management System of Subsidiaries,
Management Method of Donations, Rules of Procedures for Office Meeting, Management System on
the Authorization of the Board of Directors, Liabilities Management System, etc. There isn’t
61
China Merchants Port Group Co., Ltd. Annual Report 2022
difference between the actual circumstances of the Company and all established systems.
(2) System establishment and revisions: As per the relevant regulations of the China Securities
Regulatory Commission and the Shenzhen Stock Exchange, between the beginning of the Reporting
Period and the date of disclosure of this report, the Company revised 19 systems and created 7 new
systems, with the relevant information disclosed on www.cninfo.com.cn, demonstrating sound and
effective systems. And details are as follows:
Mechanism Approval
Articles of Association of the Company, and Rules Approved at the 1st Extraordinary General
of Procedure for the Board of Directors Meeting of 2022 on 27 May 2022
Working Articles of Audit Committee of the Board
of Directors, Working Articles of Strategy
Committee of the Board of Directors, Working
Articles of Chief Executive Officer, Working
Approved at the 6th Meeting of the 10th Board
Articles of Board Secretary, Management System
of Directors on 29 August 2022
for Company Shares held by Directors, Supervisors
and Senior Executives and Its Changes, Internal
Audit System, and Management System of
Investors’ Relations
Articles of Association of the Company, Rules of
Procedure for General Meetings, Rules of
Procedure for the Board of Directors, Rules of
Procedure for the Supervisory Committee, Working
Approved at the 2nd Extraordinary General
System for Independent Directors, Management
Meeting of 2022 on 26 September 2022
System of Related-party Transactions,
Management System of Fund-raising, Management
System of Securities Investments, and Management
System of External Guarantees
Working Articles of Strategy and Sustainability
Approved at the 9th Extraordinary Meeting of
Committee of the Board of Directors, Management
the 10th Board of Directors on 29 November
System of Outward Investment, and Rules of
2022
Procedures for Office Meeting
Articles of Association of the Company, and Rules Approved at the 3rd Extraordinary General
of Procedure for the Board of Directors Meeting of 2022 on 23 December 2022
Approved at the 1st Extraordinary Meeting of
the 10th Board of Directors in 2023 on 19
Management Method of Donations
January 2023, and subject to final approval by
a general meeting
Approved at the 1st Extraordinary Meeting of
Management System on the Authorization of the
the 10th Board of Directors in 2022 on 28
Board of Directors
January 2022
Performance Appraisal Methods for Managers, and Approved at the 6th Meeting of the 10th Board
Management Methods for Total Remunerations of Directors on 29 August 2022
Management Methods for the Remunerations of Approved at the 1st Extraordinary Meeting of
Managers, Management Methods for Professional the 10th Board of Directors in 2023 on 19
62
China Merchants Port Group Co., Ltd. Annual Report 2022
Managers, Management Methods for the Tenure January 2023
and Contract-based System, and Liabilities
Management System
2. Shareholders and shareholders’ general meeting: the Company ensures that all the shareholders,
especially minority shareholders, are equal and could enjoy their full rights. The Company called and
held shareholders’ general meeting strictly in compliance with the Rules for Shareholders’ General
Meeting.
3. Relationship between the controlling shareholder and the Company: controlling shareholder of the
Company acted in line with rules during the reporting period, did not intervened the decisions,
productions or operations of the Company directly or indirectly in exceeding the authority of the
shareholders’ general meeting, and did not occupy any funds of the Company.
4. Directors and the Board of Directors: the Company elected directors in strict accordance with the
Articles of Association. Number and composition of members of the Board were in compliance with
relevant laws and regulations. During the Reporting Period, the Company optimized the structure of
the Board of Directors, adding two non-independent directors and one independent director to the
original nine, which achieves the reform of diversifying the Board. The Board of Directors of the
Company has 12 members now, of whom four are independent directors. During the Reporting Period,
the Board of Directors implemented six powers including rights to make decisions on medium- and
long-term development, select and engage Management members, evaluate performance of
Management members, manage the remuneration of Management members, manage the distribution
of employees and manage major financial affairs in accordance with the Implementation of the
Functions and Powers of the Board of Directors formulated at the beginning of this year,
strengthening the ability of the Board of Directors to exercise their rights and fulfil their
responsibilities. All directors of the Company fulfilled their responsibilities loyally and diligently,
actively attending the Board Meeting and the General Meeting, expressing views and discussing on
proposals submitted to and deliberated by the Board during the Reporting Period. Proposals
deliberated by the Board were all agreed. The Board of Directors of the Company has set up the Audit
Committee, the Nomination, Remuneration and Evaluation Committee, and the Strategy and
Sustainable Development Committee. During the Reporting Period, each committee gave full play to
its professional functions, researched each professional affairs, offered views and advice, assisted the
63
China Merchants Port Group Co., Ltd. Annual Report 2022
Board in carrying out works, and actively came up with ideas, providing strong guarantee for the
scientific and efficient decision-making of the Board.
5. Supervisors and the Supervisory Committee: number and composition of the members of the
Supervisory Committee were in compliance with the requirements of laws and regulations. The
supervisors diligently and seriously performed their duties and obligations, took responsible attitudes
to all shareholders and supervised the financial affair as well as the performance by the Company’s
Directors, managers and other senior executives of their duties in compliance with the laws and
regulations.
6. Stakeholders: the Company fully respected and safeguarded the legal rights and interests of the
banks and other creditors, staff, clients and other stakeholders so as to develop the Company in a
consistent and healthy way.
7. Information disclosure and transparency: As the department for the management of information
disclosure, the Board of Directors of the Company is responsible for managing the information
disclosure matters of the Company. Chairman of the Board assumes a central role in managing the
information disclosure matters of the Company while the Board Secretary is responsible for
organizing and coordinating such matters. The Board Secretary of the Company is responsible for the
management of investor relationships. Unless expressly authorized and trained, other directors,
supervisors, senior management members and staff members of the Company should avoid speaking
on behalf of the Company in investor relationship activities. The Company disclosed relevant
information in a true, accurate, complete and timely way in strict accordance with the requirements
of laws, regulations and the Articles of Association, formulated the Management Rules on
Information Disclosure, the Management System on Inside Information and Insiders and the Rules
on the Management of Investors Relations, and designated Securities Times, China Securities Journal,
Shanghai Securities News, Ta Kung Pao and http://www.cninfo.com.cn as its newspaper and website
for information disclosure, so as to ensure all shareholders have equal opportunity to obtain the
information.
Since the foundation, the Company was consistently in strict accordance with Company Law and
relevant laws and regulations to make a standard operation, continued business-running in line with
relevant requirements of Corporate Governance Principle for Listed Companies and earnestly made
64
China Merchants Port Group Co., Ltd. Annual Report 2022
effort to protect profit and interests of shareholders and stakeholders.
Indicate by tick market whether there is any material incompliance with the laws, administrative
regulations and regulations issued by the CSRC governing the governance of listed companies.
□ Yes √ No
No such cases in the Reporting Period.
II The Company’s Independence from Its Controlling Shareholder and Actual Controller in
Asset, Personnel, Financial Affairs, Organization and Business
The Company is absolutely independent in business, personnel, assets, finance and organization from
its controlling shareholder and actual controller. Details are set out as follows.
Separation in business: The Company has its own assets, personnel, qualifications and ability to carry
out operating activities and is able to operate independently in the market. Separation in personnel:
The Company has basically separated its staff from its controlling shareholder. No senior management
staff of the Company holds positions at controlling shareholder of the Company. Separation in assets:
The Company possesses its own self-governed assets and domicile. Separation in organization: The
Company has established and improved the corporate governance structure according to law and has
an independent and complete organizational structure. Separation in finance: The Company has set
up its own financial department as well as normative accounting system and the financial
management system on its subsidiaries. The Company has its own bank accounts and does not share
the same bank account with its controlling shareholder. The Company has been paying tax in
accordance with the laws and regulations on its own behalf.
III Horizontal Competition
□ Applicable √ Not applicable
IV Annual and Special General Meetings Convened during the Reporting Period
1. General Meeting Convened during the Reporting Period
Investo
r Index to
Meeting Type particip Date of the meeting Disclosure date disclosed
ation information
ratio
65
China Merchants Port Group Co., Ltd. Annual Report 2022
For the
resolution
Annual announcemen
The 2021 Annual
General 88.89% 21 April 2022 22 April 2022 t (No. 2022-
General Meeting
Meeting 040), see
http://www.cn
info.com.cn
For the
resolution
The 1st Extraordin
announcemen
Extraordinary ary
88.84% 27 May 2022 28 May 2022 t (No. 2022-
General Meeting of General
051), see
2022 Meeting
http://www.cn
info.com.cn
For the
resolution
The 2nd Extraordin
announcemen
Extraordinary ary
88.97% 26 September 2022 27 September 2022 t (No. 2022-
General Meeting of General
078), see
2022 Meeting
http://www.cn
info.com.cn
For the
resolution
The 3rd Extraordin
announcemen
Extraordinary ary
91.54% 23 December 2022 24 December 2022 t (No. 2022-
General Meeting of General
101), see
2022 Meeting
http://www.cn
info.com.cn
2. Special General Meetings Convened at the Request of Preferred Shareholders with Resumed
Voting Rights
□ Applicable √ Not applicable
V Directors, Supervisors and Senior Management
1. General Information
Increase Decreas
Reaso
in the e in the
Beginning Other Ending n for
Office Incumbent/For Gend Ag Start of End of Reporti Reporti
Name shareholdi increase/decre shareholdi share
title mer er e tenure tenure ng ng
ng (share) ase (share) ng (share) chang
Period Period
e
(share) (share)
Chairman
Deng Decemb May
of the Incumbent Male 53 0 0 0 0 0 N/A
Renjie er 2018 2023
Board
Vice
Chairman
Wang August May
of the Incumbent Male 52 0 0 0 0 0 N/A
Xiufeng 2021 2023
Board and
CEO
66
China Merchants Port Group Co., Ltd. Annual Report 2022
Vice
Yan Chairman Novemb May
Incumbent Male 50 0 0 0 0 0 N/A
Gang of the er 2021 2023
Board
Zhang April May
Director Incumbent Male 57 0 0 0 0 0 N/A
Rui 2022 2023
Liu May May
Director Incumbent Male 58 0 0 0 0 0 N/A
Weiwu 2021 2023
Director,
Chief
Operation
October May
Xu Song Officer, Incumbent Male 51 0 0 0 0 0 N/A
2020 2023
and
General
Manager
Wu
Decemb May
Changp Director Incumbent Male 53 0 0 0 0 0 N/A
er 2022 2023
an
Lyu Decemb May
Director Incumbent Male 46 0 0 0 0 0 N/A
Yiqiang er 2022 2023
Gao Independe May May
Incumbent Male 67 0 0 0 0 0 N/A
Ping nt director 2020 2023
Independe Femal May May
Li Qi Incumbent 52 0 0 0 0 0 N/A
nt director e 2020 2023
Zheng
Independe May May
Yongku Incumbent Male 45 0 0 0 0 0 N/A
nt director 2021 2023
an
Chai Independe Decemb May
Incumbent Male 59 0 0 0 0 0 N/A
Yueting nt director er 2022 2023
Chairman
of the
Yang Superviso October May
Incumbent Male 56 0 0 0 0 0 N/A
Yuntao ry 2021 2023
Committe
e
Superviso April May
Fu Bulin Incumbent Male 51 0 0 0 0 0 N/A
r 2022 2023
Gong Superviso Femal May May
Incumbent 34 0 0 0 0 0 N/A
Man r e 2020 2023
Superviso May May
Xu Jia Incumbent Male 41 0 0 0 0 0 N/A
r 2020 2023
Tu
May May
Xiaopin CFO Incumbent Male 57 0 0 0 0 0 N/A
2021 2023
g
Deputy
Lu Decemb May
General Incumbent Male 53 0 0 0 0 0 N/A
Yongxin er 2018 2023
Manager
Deputy
General
Decemb May
Li Yubin Manager Incumbent Male 51 0 0 0 0 0 N/A
er 2018 2023
and Board
Secretary
Deputy
Septemb May
Liu Bin General Incumbent Male 54 0 0 0 0 0 N/A
er 2022 2023
Manager
Liu General August May
Incumbent Male 49 0 0 0 0 0 N/A
Libing Counsel 2020 2023
67
China Merchants Port Group Co., Ltd. Annual Report 2022
Yan Former Decemb Februar
Former Male 50 0 0 0 0 0 N/A
Shuai Director er 2018 y 2022
Song Former Decemb May
Former Male 60 0 0 0 0 0 N/A
Dexing Director er 2018 2022
Former
Femal Decemb Februar
Hu Qin Superviso Former 56 0 0 0 0 0 N/A
e er 2018 y 2022
r
Former
Zhang Deputy May April
Former Male 59 0 0 0 0 0 N/A
Yiming General 2021 2022
Manager
Total -- -- -- -- -- -- 0 0 0 0 0 --
Indicate by tick mark whether any directors or supervisors left or any senior management were
disengaged during the Reporting Period
□ Yes √ No
Change of Directors, Supervisors and Senior Management
Type of
Name Office title Date of change Reason for change
change
Yan Shuai Director Resigned 25 February 2022 Job change
Hu Qin Supervisor Resigned 25 February 2022 Retirement
Zhang Deputy General
Resigned 11 April 2022 Job change
Yiming Manager
Zhang Rui Director Elected 21 April 2022 Elected
Yan Gang Director Elected 21 April 2022 Elected
Fu Bulin Supervisor Elected 21 April 2022 Elected
Song Dexing Director Resigned 25 May 2022 Job change
Yan Gang COO, GM Resigned 25 May 2022 Reappointment
Yan Gang Vice Chairman Elected 27 May 2022 Elected
Deputy General
Xu Song Resigned 25 May 2022 Reappointment
Manager
Xu Song COO, GM Appointed 27 May 2022 Appointed
Xu Song Director Elected 26 September 2022 Elected
Deputy General
Liu Bin Appointed 29 September 2022 Appointed
Manager
Wu
Director Elected 23 December 2022 Elected
Changpan
Lyu Yiqiang Director Elected 23 December 2022 Elected
Chai Yueting Independent Director Elected 23 December 2022 Elected
2. Biographical Information
Professional backgrounds, major work experience and current duties in the Company of the
incumbent directors, supervisors and senior management:
68
China Merchants Port Group Co., Ltd. Annual Report 2022
Deng Renjie, Chairman of the Board, graduated from Beijing Electronic Science & Technology
Institute with a bachelor’s degree in computing, and later from Dalian Maritime University with a
master’s degree in international law. Currently, he serves as the Chairman of the Board of the
Company, the Deputy General Manager of China Merchants Group Co., Limited, and the Chairman
of the Board & Non-executive Director of China Merchants Port Holdings Company Limited. He is
also the Vice President of China Communications and Transportation Association, as well as the
Executive Director and Vice President of the 9th Council of China Highway & Transportation Society.
Meanwhile, he used to be Researcher of General Office of the Ministry of Communications, Deputy
Director of General Office of Hunan Provincial Party Committee, Deputy Secretary General of Hunan
Provincial Party Committee, Deputy Secretary General of Party Committee of Xinjiang Autonomous
Region, General Manager Assistant & Head of Office of China Merchants Group Co., Limited, and
Chairman of the Board of China Merchants Expressway Network & Technology Holdings Co., Ltd.,
Chairman of the Board of Liaoning Port Group Co., Ltd., etc. He was the Vice Chairman of the Board
of the Company from December 2018 to January 2020, and has been the Chairman of the Board of
the Company since February 2020.
Wang Xiufeng, Vice Chairman of the Board & CEO, senior accountant, and senior engineer,
graduated from Northeast University with a bachelor's degree in industrial accounting, and obtained
master's degree in business administration from Tsinghua University. Currently, he is the Vice
Chairman of the Board & CEO of the Company, as well as the Vice President and CEO of China
Merchants Port Holdings Company Limited. He previously served as the General Manager of China
22MCC Group Corporation Ltd., Chairman of MCC Jingtang Construction Ltd., Vice President of
China Metallurgical Group Corporation, Director of Anhui Wantong Expressway Company Limited,
a director of Henan Zhongyuan Expressway Co., Ltd., Vice Chairman of Shandong Hi-Speed
Company Limited, Director of Xingyun Shuju (Beijing) Technology Co., Ltd., CFO of CMG Huajian
Expressway Investment Co., Ltd., and Chairman and General Manager of China Merchants
Expressway Network & Technology Holdings Co., Ltd. Mr. Wang has been CEO of the Company
from August 2021 and Vice Chairman of the Board of the Company since September 2021.
Yan Gang, Vice Chairman of the Board, graduated from Xiamen University with a bachelor’s in
international trade, and completed an MBA program co-created by the Maastricht School of
69
China Merchants Port Group Co., Ltd. Annual Report 2022
Management (Maastricht, the Netherlands) and Shanghai Maritime University. He now serves as
Vice Chairman of the Board of the Company, non-executive director of China Merchants Port
Holdings Company Limited, member of Commercial (Third) Functional Constituency of the
Legislative Council of the Hong Kong Special Administrative Region of the People’s Republic of
China, and member of the Maritime and Port Development Committee of Hong Kong Maritime and
Port Board. He served as the senior logistic manager in Neptune Orient Lines Limited and Hong Kong
Swire Group, Chief Commercial Supervisor, Deputy General Manager, Executive Deputy General
Manager and General Manager of Shekou Container Terminals Limited, Deputy General Manager,
Chief Commercial Officer and Managing Director of China Merchants Port Holdings Company
Limited, Chief Representative of the Representative Office of China Merchants Group Limited in the
Baltic Sea, General Manager of Great Stone Industrial Park, Deputy General Manager, Chief
Operating Officer and General Manager of China Merchants Port Group Co., Ltd., and the member
of the Pilotage Advisory Committee of Marine Department of the Government of the Hong Kong
Special Administrative Region and the Logistic Service Advisory Committee of Hong Kong Trade
Development Council. He has served as a Director of the Company since April 2022 and Vice
Chairman of the Board of the Company since May 2022.
Zhang Rui, Director, intermediate accountant, Executive Master of Business Administration degree
from Shanghai University of Finance and Economics. He now serves as Director of the Company,
the Head (Director level) of the Human Resource Department (Party Committee Organization
Department) of China Merchants Group Limited, and Supervisor of China Merchants Steamship Co.,
Ltd. Mr. Zhang served as a Deputy General Manager of Audit Department, General Manager and
Deputy General Manager of Property Rights Management Department, Director of Comprehensive
Transportation Department and Overseas Business Department in China Merchants Group Limited,
General Manager of China Merchants Logistics Group Co., Ltd., Deputy General Manager of
Sinotrans Limited, Chairman of the Board and General Manager of China Yangtze Shipping Group
Co., Ltd., Executive Director of Shanghai Changjiang Steamship Co., Ltd., Nanjing Changjiang Oil
Transportation Corporation and China Yangtze Shipping Co., Ltd., Chairman of the Board of China
Yangtze Shipping Co., Ltd. and Nanjing Port (Group) Co., Ltd. and China Merchants Nanjing Oil
Transportation Co., Ltd., and Supervisor of China Merchants Group (Beijing) Limited. He has served
70
China Merchants Port Group Co., Ltd. Annual Report 2022
as a Director of the Company since April 2022.
Liu Weiwu, Director and intermediate accountant, graduated from the Economics Department of
Xi'an Highway Institute with a bachelor's degree in engineering, and obtained a master's degree in
business administration from Macau University of Science and Technology. He is currently a Director
of the Company, and the Head of the Finance Department (Property Rights Department) of China
Merchants Group Limited. He previously served as the Head of Treasury Division of Financial
Department of Guangzhou Ocean Shipping Company, the Manager of Financial Department of Hong
Kong Ming Wah Shipping Company Limited, the Deputy General Manager of the Finance
Department of China Merchants Group Limited, and the Chief Financial Officer, the Deputy General
Manager and a director of China Merchants Energy Shipping Co., Ltd., Director of China Merchants
Chongqing Communications Technology Research & Design Institute Co., Ltd., China Merchants
Taipingwan Development&Investment Co., Ltd., China Merchants Industry Holdings Co., Ltd.,
China Merchants Group Finance Co., Ltd., China Merchants Zhangzhou Development Zones Co.,
Ltd., China Merchants Expressway Network & Technology Holdings Co., Ltd., Non-executive
Director of Sinotrans Limited, Director of China Merchants Investment Development Co., Ltd., and
Director of China Merchants Testing Technology Holding Co., Ltd. He has served as a director of
the Company since May 2021.
Xu Song, Director, COO & General Manager, holds a bachelor's degree in Material Management
of the Huazhong University of Science and Technology, Master of Business Administration (MBA)
of the Dongbei University of Finance & Economics, Master of International Business (MIB) of the
Coventry University, and Ph.D. in Transportation Planning and Management of the Dalian Maritime
University. He is also a Senior Economist. Currently, he serves as the Director, COO & General
Manager of the Company, as well as the Non-executive Director & Managing Director of China
Merchants Port Holdings Company Limited. He used to work as Deputy General Manager at Dalian
Port Container Co., Ltd.; Deputy General Manager and General Manager at Dalian Port Jifa Logistics
Co., Ltd.; General Manager at Dalian Port Container Co., Ltd.; General Manager at Dalian Port
Northern Huanghai Sea Port Cooperative Management Company; General Manager at Dalian Port
(PDA) Company Limited; Deputy General Manager, director, and General Manager of Dalian Port;
Deputy General Manager of Liaoning Port Group Co., Ltd.; and Deputy General Manager of the
71
China Merchants Port Group Co., Ltd. Annual Report 2022
Company. He has been COO and General Manager of the Company since May 2022 and Director of
the Company since September 2022.
Wu Changpan, Director, graduated from the Power Plant and Power System major of Hangzhou
Electric Power College and Human Resource major of Central China Normal University. He now
serves as a Director of the Company and Director of Investment Development Department in
Zhejiang Provincial Seaport Investment & Operation Co., Ltd. and Ningbo Zhoushan Port Group Co.,
Ltd. Mr. Wu has served as Deputy Director and Director of Comprehensive Office of Zhejiang
Electric Power Construction Company, Deputy Director and Director of Comprehensive Office of
Zhejiang Electric Power Construction Co., Ltd., Deputy Director and Director of Investment and
Development Department of Ningbo Zhoushan Port Group Co., Ltd. He has served as a Director of
the Company since December 2022.
Lyu Yiqiang, Director, graduated from the Management School of Wuhan University of
Transportation and Technology with bachelor’s degree in management engineering and the School of
Economics&Management in Shanghai Maritime University with master’s degree in business
administration. He now serves as a Director of the Company and the Director of Production Safety
Department in Zhejiang Provincial Seaport Investment & Operation Co., Ltd. and Ningbo Zhoushan
Port Group Co., Ltd. Mr. Lv has served in the warehouse yard team and as a staff member of Material
Division of Beilun Container Company of Ningbo Port Authority, a Market Director of Commerce
Department and Duty Manager of Operations Department of Ningbo Beilun International Container
Terminals, Deputy Head of Container Division of Business Department of Ningbo Port Company
Limited, General Manager of Ningbo Xinggang International Shipping Agency Co., Ltd., Deputy
General Manager of Zhejiang Yiwu Port Co., Ltd., and General Manager of Suzhou Modern
Terminals Co., Ltd. He has served as a Director of the Company since December 2022.
Gao Ping, Independent Director, obtained Executive Master of Business Administration from the
University of International Business and Economics (UIBE). He is also a senior engineer and senior
political worker. Currently, he serves as an Independent Director in the Company. His former titles
included first mate, Management Section Chief, and HR Manager at Shanghai Ocean Shipping Co.,
Ltd., HR General Manager at COSCO Container Lines Co., Ltd., General Manager at the Crew
72
China Merchants Port Group Co., Ltd. Annual Report 2022
Department of COSCO (H.K.) Shipping Co., Ltd., Deputy General Manager at COSCO (H.K.)
Shipping Co., Ltd., Deputy General Manager at Shenzhen Ocean Shipping Co., Ltd. under COSCO
(H.K.) Shipping Co., Ltd., General Manager at the Organization Department/HR Department of
China COSCO SHIPPING Corporation Limited (COSCO SHIPPING Group), Deputy General
Manager at COSCO Shipping Lines Co., Ltd., member of 11th and 12th Shanghai Committees of the
Chinese People's Political Consultative Conference (CPPCC), and Deputy Director of the Committee
for Economic Affairs of the Shanghai Committee of the CPPCC.
Li Qi, Independent Director, graduated from Guanghua School of Management, Peking University
with a PhD degree in Business Administration. Currently, she serves as an Independent Director in
the Company, as well as an associate professor at the Department of Accounting of the Guanghua
School of Management, Peking University. She worked as a teaching assistant and lecturer at the
Department of Accounting and Assistant to the Dean of the Guanghua School of Management, Peking
University. She has been an independent director of the Company since May 2020.
Zheng Yongkuan, Independent Director, graduated from China University of Political Science and
Law with bachelor's degree in law, a master's degree in civil and commercial law and doctor degree
in civil and commercial law. He is now an Independent Director in the Company, as well as a
professor of Law School, Head of Civil and Commercial Law Teaching and Research Section and
Director of Tort Law Research Center in Xiamen University. He is also a director of Civil Law
Research Institute of China Law Society, Vice President of Civil and Commercial Law Research
Institute of Fujian Law Society, arbitrator of Xiamen Arbitration Commission, arbitrator of Quanzhou
Arbitration Commission, a lawyer of Fidelity Law Firm, and an Independent Director of Fujian Deer
Technology Corp. He has been an assistant professor and associate professor in Law School, Xiamen
University. He has served as an independent director of the Company since May 2021.
Chai Yueting, Independent Director, graduated from the Department of Automation of Tsinghua
University with a master’s degree and a doctoral degree in engineering. He now serves as an
Independent Director of the Company, doctoral mentor in automation in Tsinghua University,
Director of National Engineering Laboratory for E-Commerce Technologies, Leader of the Expert
Team for Modern Services of the Ministry of Science and Technology of the People’s Republic of
China, E-Commerce Standardization Team of the Standardization Administration and Expert Team
of Expert Advisory Committee for Development of National E-Commerce Demonstration Cities,
editor of the international, academic journal International Journal of Crowd Science, and Independent
73
China Merchants Port Group Co., Ltd. Annual Report 2022
Director of Xinfangsheng Digital Intelligence Technology Co., Ltd. Mr. Chai has served as a member
of the 2nd and 3rd Expert Advisory Committee of State Informatization. He serves as an Independent
Director of the Company since December 2022.
Yang Yuntao, Chairman of the Supervisory Committee, graduated from Jilin University, majoring
in international law, and obtained bachelor’s degree in law. Later Yang Yuntao studied at School of
Law, University of International Business and Economics, and obtained doctor’s degree in law. He is
now Chairman of the Supervisory Committee of the Company, and Head of the Risk Management
Department/Legal Compliance Department/Audit Department of CMG. Yang Yuntao has
successively held the posts of Deputy General Manager of Port Business Department of Sino-Trans
China National Foreign Trade Transportation Corporation, General Manager of Law Department,
Director, Deputy President (principal person) of SINOTRANS (Hong Kong) Group Company
Limited, Non-Executive Director of SINOTRANS Limited, General Manager of Law Department of
Sino-Trans China Foreign Trade Transportation (Group) Corporation, General Manager, Deputy
General Counsel, General Counsel and General Manager of Law Department of SINOTRANS &
CSC, Deputy Director of Transportation & Logistics Business Department/Beijing Headquarters of
China Merchants Group Company Limited., Deputy Director of Shipping Business Management
Preparatory Office of China Merchants Group, Deputy General Manager and General Counsel of
China Merchants Energy Shipping Co., Ltd.,. Yang Yuntao has been being the Supervisor of the
Company since December 2018 and the Chairman of the Supervisory Committee of the Company
since October 2021.
Fu Bulin, Supervisor, intermediate accountant, graduated from the Accounting Department of
Shanghai Maritime University with a bachelor’s degree in economics, and a master’s degree in
business management from the University of South Australia. He now serves as a Supervisor of the
Company and Deputy Director of Audit Department in China Merchants Group Limited. Mr. Fu has
served as an Accounting Department Chief of the China Merchants Zhangzhou Development Zones
Co., Ltd., Deputy Director, Manager and Senior Manager of Audit Department of the China
Merchants Group Limited, and Assistant of the General Manager of Audit Department, Assistant of
the Head of Risk Management Department and Deputy Director of the Audit Centre of China
Merchants Group Limited. He serves as a Supervisor of the Company since April 2022.
74
China Merchants Port Group Co., Ltd. Annual Report 2022
Gong Man, Supervisor, obtained her master's degree in accounting from the Dongbei University of
Finance & Economics, was non-practicing member of Chinese Institute of Certified Public
Accountants. Currently, she serves as a supervisor and the Senior Manager at the Financial
Management Department of the Company. And she used to be an accountant at the Financial
Department of Shekou Container Terminal Co., Ltd. She has been a supervisor of the Company since
May 2020.
Xu Jia, Supervisor, graduated from the Wuhan University of Technology and obtained a master's
degree in Control Theory and Control Engineering. Currently, he is a supervisor and the Senior
Manager at the Operations Management Department of the Company. He worked as a Senior System
Planning Engineer and Project Planning Director at the Engineering Technology Department of
Shekou Container Terminal Co., Ltd. He has been a supervisor of the Company since May 2020.
Tu Xiaoping, Chief Financial Officer, senior accountant, graduated from Shanghai Maritime
University with a bachelor's degree in economics, majoring in financial accounting, and a master's
degree in management from Zhongnan University of Economics and Law, majoring in administration
management. He currently serves as the Chief Financial Officer of the Company, as well as an
Executive Director and the Chief Financial Officer of China Merchants Port Holdings Company
Limited. He worked as accountant in Finance Division of Anhui Jianghai Transportation Company,
Deputy Head of Finance Division of Anhui Ocean Shipping Co., Ltd., a clerk in the Finance
Department of Hong Kong Ming Wah Shipping Company Limited, Deputy Manager of the Finance
Department of China Merchants Group Cangma Transportation Co., Ltd., Manager of Finance
Department and Chief Financial Officer of China Merchants Real Estate Co., Ltd., Manager of
Finance Department of China Merchants Real Estate Group Co., Ltd., Chief Financial Officer and
Deputy General Manager of Shenzhen Merchants Venture Co., Ltd., General Manager of Finance
Department, China Merchants Shekou Industrial Zone Co., Ltd., CFO, Deputy General Manager and
Party Secretary of China Merchants Logistics Group Co., Ltd., General Manager and Deputy Party
Secretary of China Yangtze Shipping Group Co., Ltd. He has served as the Chief Financial Officer
of the Company since May 2021.
Lu Yongxin, Deputy General Manager, graduated from Dalian University of Technology, and
75
China Merchants Port Group Co., Ltd. Annual Report 2022
obtained bachelor’s degree in English for science and technology. Later Lu Yongxin graduated from
Curtin University and obtained master’s degree in project management. Lu Yongxin now serves as
Deputy General Manager of the Company, as well as Executive Director and Deputy General
Manager of China Merchants Port Holdings Company Limited. Lu Yongxin has successively held the
posts of Assistant General Manager of Zhenhua Construction Co. Ltd., Deputy Director of CHEC
(Beijing) Head Office, Deputy General Manager of Research & Development Department of China
Merchants Port Holdings Company Limited, General Manager of Overseas Business Department,
Assistant General Manager. Lu Yongxin has been dispatched to Terminal Link in France to act as
CFO and Senior Vice President. Lu Yongxin has been as the Deputy General Manager of the Company
since December 2018.
Li Yubin, Deputy General Manager and Board Secretary, graduated from Tianjin University,
majoring in Harbor and Cannel Engineering with the bachelor of engineering degree, Tianjin
University, majoring in engineering management, and obtained master’s degree. Later Li Yubin
graduated from The University of Hong Kong and obtained doctor’s degree in real estate and
construction. Li Yubin now serves as Deputy General Manager and Board Secretary of the Company,
as well as Deputy General Manager of China Merchants Port Holdings Company Limited. Li Yubin
used to be Deputy General Manager of Road and Bridge Project of China Harbor Company in
Bangladeshi Office, Project Director of Overseas Business Department of CHEC, Assistant General
Manager of Planning and Commerce Department, R&D Department and Overseas Branches
Department of China Merchants Holdings (International) Company Limited, General Manager,
Deputy General Economist of Strategy and Operation Management Department of China Merchants
Port Holdings Company Limited (CM Port Holdings) &General Manager and Chairman of the Board
of China Merchants Bonded Logistics Co., Ltd., the Chief Representative of Representative Office
of China Merchants Group in Djibouti, and the Chief Digital Officer of China Merchants Port Group
Co., Ltd. Li Yubin has been the Deputy General Manager of the Company since December 2018 and
the Board Secretary of the Company since April 2021.
Liu Bin, Deputy General Manager, graduated from Zhongnan University of Economic and Law
with a bachelor’s degree in economic law and a master’s degree in business management from Dalian
University of Technology. He now serves as the Deputy General Manager of the Company and
76
China Merchants Port Group Co., Ltd. Annual Report 2022
Deputy Chief Economist of China Merchants Port Holdings Company Limited. Mr. Liu has served
as the Deputy General Manager of Business Management Department, Ministry of Commerce and
Corporate Strategy and Development Department and General Manager of Administration
Department, Human Resource Department and Supervision Department in China Merchants Port
Holdings Company Limited, Director and General Manager of Shenzhen Chiwan Wharf Holdings
Limited. He serves as a Deputy General Manager of the Company since September 2022.
Liu Libing, General Counsel, graduated from the Department of Philosophy, School of Philosophy,
Wuhan University with a Bachelor in Philosophy. Later, he pursued further study at Sun Yat-sen
University School of Law and obtained a Master of Laws. Currently, he serves as General Counsel
of the Company. He used to work as Publicity Secretary of the Political Work Department of China
Construction Third Engineering Bureau, Deputy Secretary of Party Branch (deputy section level) and
Deputy Director of Party Committee Office of Shenzhen Decoration Design Engineering Co., Ltd. of
China Construction Third Bureau, Production Supervisor of Shenzhen Foxconn (Group) Company,
lawyer assistant and full-time lawyer at Shenzhen Office of Shanghai City Development Law Firm,
and full-time lawyer at Guangdong Sun Law Firm.Manager at the Legal Affairs Department and
Senior Manager of China Merchants Property Development Co., Ltd., Manager at the Legal Affairs
Department of China Merchants Group Co., Limited, Senior Manager at the Risk Management
Department of China Merchants Group Co., Limited, and Senior Manager of the General Office and
head of the Secretariat of the Board of Directors at China Merchants Group Co., Limited. He has been
the General Counsel of the Company since August 2020.
Offices held concurrently in shareholding entities:
□ Applicable √ Not applicable
Offices held concurrently in other entities:
Remune
ration or
Office held in allowan
Name Other entity Start of tenure End of tenure
the entity ce from
the
entity
Deputy
Deng
China Merchants Group Co., Limited General March 2015 Yes
Renjie
Manager
Deng
China Merchants Group (H.K.) Limited Director December 2015 No
Renjie
77
China Merchants Port Group Co., Ltd. Annual Report 2022
Deng Chairman of
Liaoning Port Group November 2018 September 2022 No
Renjie the Board
Deng
China Transportation Association. Vice President December 2018 No
Renjie
Deng
China Merchants Steamship Co., Ltd. Director March 2020 No
Renjie
Executive
Deng China Merchants Inspection and
director & October 2020 No
Renjie Certification Co. Ltd.
GM
Executive
Deng The 9th Council of China Highway and
Member, Vice September 2021 No
Renjie Transportation Society
President
Deng China Merchants Testing Technology Chairman of
December 2021 No
Renjie Holdings Ltd. the Board
Wang
Liaoning Port Group Co., Ltd. Director October 2021 No
Xiufeng
Wang China Merchants Taiping Bay
Director February 2022 No
Xiufeng Development Investment Co., Ltd.
Wang China Merchants Northeast Asia
Director February 2022 No
Xiufeng Development Investment Co., Ltd.
Wang China Nanshan Development (Group)
Director February 2022 No
Xiufeng Incorporation
Wang Shenzhen Chiwan Industrial Development
Director February 2022 No
Xiufeng Co. Ltd.
Vice
Wang Shanghai International Port (Group) Co.,
Chairman of June 2022 No
Xiufeng Ltd.
the Board
Yan
Terminal Link S.A.S. Director November 2021 No
Gang
Minister of
HR
Department
(CPC
Zhang
China Merchants Group Co., Limited Organization December 2021 Yes
Rui
Department)
(Group
Director
Level)
Zhang Executive
China Yangtze Shipping Co., Ltd. March 2018 March 2022 No
Rui Director
Zhang Chairman of
Nanjing Port (Group) Co., Ltd. May 2021 March 2022 No
Rui the Board
Zhang Chairman of
Nanjing Tanker Corporation September 2021 April 2022 No
Rui the Board
Zhang
China Merchants Steamship Co., Ltd. Supervisor February 2022 No
Rui
Zhang
China Merchants Group (Beijing) Co., Ltd. Supervisor February 2022 September 2022 No
Rui
Minister of
Financial
Management
Liu
China Merchants Group Co., Limited Department December 2020 Yes
Weiwu
(Property
Right
Department)
Liu China Aerospace Science and Technology Independent June 2018 Yes
78
China Merchants Port Group Co., Ltd. Annual Report 2022
Weiwu Corporation non-executive
director
Liu No
Liaoning Port Group Director March 2021
Weiwu
China Merchants Chongqing
Liu
Communications Technology Research & Director March 2021 September 2022 No
Weiwu
Design Institute Co., Ltd.
Liu China Merchants Taiping Bay
Director March 2021 September 2022 No
Weiwu Development Investment Co., Ltd.
Liu China Merchants International Finance No
Director March 2021
Weiwu Co., Ltd.
Liu China Merchants Industry Holdings Co., No
Director March 2021 September 2022
Weiwu Ltd.
Liu
China Merchants Group Finance Co., Ltd. Director March 2021 September 2022 No
Weiwu
Liu China Merchants Zhangzhou Development
Director March 2021 November 2022 No
Weiwu Zone Co., Ltd.
Liu China Merchants Expressway Network &
Director April 2021 December 2022 No
Weiwu Technology Holdings Co., Ltd.
Liu Executive No
China Merchants Shared Service Co. Ltd. April 2021
Weiwu director
Non- No
Liu
China Merchants Securities Co., Ltd. executive June 2021
Weiwu
director
Non-
Liu China Merchants Life Insurance Company
executive June 2021 No
Weiwu Limited
director
Non- No
Liu
Sinotrans Limited executive June 2021 September 2022
Weiwu
director
Liu China Merchants Port Investment No
Director June 2021 September 2022
Weiwu Development Company Limited
Liu No
China Merchants Union(BVI)Limited Director October 2021
Weiwu
Liu China Merchants Testing Technology No
Director November 2021 September 2022
Weiwu Holdings Ltd.
Xu Song Liaoning Port Co., Ltd. Director November 2021 No
Zhangzhou China Merchants Xiamen Port Chairman of
Xu Song June 2022 No
Affairs Co., Ltd. the Board
Wu Director of
Zhejiang Provincial Seaport Investment &
Changpa Investment September 2022 Yes
Operation Group Co., Ltd.
n Development
Wu Director of
Changpa Ningbo Zhoushan Port Group Co.,Ltd. Investment September 2022 Yes
n Development
Wu
East Harbor Investment Development
Changpa Director June 2017 No
Group Co., Ltd.
n
Wu
Zhejiang Zhongao Modern Industrial Park
Changpa Director April 2016 No
Co., Ltd.
n
Wu
Changpa Zhejiang Zhidi Holdings Co., Ltd. Director August 2019 No
n
Lyu Zhejiang Provincial Seaport Investment & Director of
December 2021 Yes
Yiqiang Operation Group Co., Ltd. Production
79
China Merchants Port Group Co., Ltd. Annual Report 2022
Safety
Department
Director of
Lyu Production
Ningbo Zhoushan Port Group Co.,Ltd. December 2021 Yes
Yiqiang Safety
Department
Lyu
Hangzhou Port Group Co., Ltd. Director June 2022 No
Yiqiang
Lyu Zhejiang Four Port Linkage Development
Director March 2023 No
Yiqiang Co., Ltd.
Lyu
Ningbo Electronic Port Co., Ltd. Director February 2023 No
Yiqiang
Associate
Li Qi Peking University August 2005 Yes
Professor
Independent
Li Qi Guangdong Nanyue Bank Co.,Ltd. November 2020 Yes
Director
Independent
Li Qi Lianlian Digital Technology Co., Ltd. December 2020 Yes
Director
Zheng
Yongku Xiamen University Professor August 2019 Yes
an
Zheng
Civil Law Research Institute of China Law
Yongku Director June 2017 No
Society
an
Zheng
Civil and Commercial Law Research
Yongku Vice President November 2020 No
Institute of Fujian Law Society
an
Zheng
Yongku Xiamen Arbitration Commission Arbitrator April 2008 No
an
Zheng
Yongku Quanzhou Arbitration Commission Arbitrator January 2019 No
an
Zheng
Yongku Fidelity Law Firm Lawyer December 2017 No
an
Zheng
Independent
Yongku Fujian Deer Technology Corp. April 2022 Yes
Director
an
Chai
Tsinghua University Professor August 1991 Yes
Yueting
General Expert Group of Modern Service
Chai
Industry, Ministry of Science and Group Leader May 2018 No
Yueting
Technology
Chai E-Commerce Standardization Work Group
Group Leader August 2016 No
Yueting of Standardization Administration
Expert Group of National E-Commerce
Chai
Model City Creation Work Expert Group Leader January 2015 No
Yueting
Advisory Committee
Chai
Beijing Block Chain Expert Group Member June 2020 No
Yueting
Chai
International Journal of Crowd Science Editor January 2017 No
Yueting
Chai Xinfang Shengshuzhi Technology Co., Independent
November 2022 Yes
Yueting Ltd. Director
80
China Merchants Port Group Co., Ltd. Annual Report 2022
Minister of
Risk
Management
Department/L
Yang
China Merchants Group Co., Limited egal September 2021 No
Yuntao
Compliance
Department/A
udit
Department
Chairman of
Yang the
China Yangtze Shipping Group Co., Ltd. October 2021 No
Yuntao Supervisory
Committee
Yang China Merchants Shekou Industrial Zone
Supervisor March 2022 No
Yuntao Holdings Co., Ltd.
Chairman of
Yang China Merchants Expressway Network & the
March 2022 No
Yuntao Technology Holdings Co., Ltd. Supervisory
Committee
Vice Minister
Fu Bulin China Merchants Group Co., Limited of Audit September 2017 Yes
Department
Fu Bulin China Merchants Sharing Service Co. Ltd. Supervisor November 2021 No
China Merchants Investment Development
Fu Bulin Supervisor October 2022 No
Co., Ltd.
Chairman of
Tu
China Nanshan Development (Group) the
Xiaopin February 2022 No
Incorporation Supervisory
g
Committee
Chairman of
Tu
Shenzhen Chiwan Industrial Development the
Xiaopin February 2022 No
Co. Ltd. Supervisory
g
Committee
Tu
Shenzhen China Merchants Qianhai
Xiaopin Director April 2022 No
Industrial Development Co., L
g
Vice
Lu
Tin-can Island Container Terminal Ltd Chairman of July 2019 No
Yongxin
the Board
Lu Chairman of
LOME CONTAINER TERMINAL S.A. November 2019 No
Yongxin the Board
Lu Kumport Liman Hizmetleri ve Lojistik Chairman of
December 2019 April 2022 No
Yongxin San. ve Tic. A.. the Board
Lu
Terminal Link S.A.S. Director March 2020 No
Yongxin
Silk Road Yishang Information Chairman of
Li Yubin January 2019 No
Technology Co., Ltd. the Board
Shenzhen Gangteng Internet Technology Chairman of
Li Yubin January 2022 No
Co., Ltd. the Board
Vice
Asia Airfreight Terminal Company
Li Yubin Chairman of December 2022 No
Limited
the Board
Laos Vientiane Saysettha Operation and
Li Yubin Director June 2022 No
Management Co., Ltd.
Vice
Li Yubin Tianjin Haitian Bonded Logistics Co., Ltd. June 2022 No
Chairman of
81
China Merchants Port Group Co., Ltd. Annual Report 2022
the Board
Chiwan Shipping (Hong Kong) Company
Liu Bin Director July 2017 No
Limited
Shenzhen Goodten Interlink Technology
Liu Bin Director January 2022 No
Co., Ltd.
Liu Shanghai International Port (Group) Co.,
Supervisor October 2022 No
Libing Ltd.
Offices of directors, supervisor, and senior management held concurrently in other entities exclude
Note
offices held in the Company and subsidiaries within the consolidation scope.
Punishments imposed in the recent three years by the securities regulator on the incumbent directors,
supervisors and senior management as well as those who left in the Reporting Period:
□ Applicable √ Not applicable
3. Remuneration of Directors, Supervisors and Senior Management
Decision-making procedure, determination basis and actual payments of remuneration for directors,
supervisors and senior management:
Decision-making procedure for the remuneration of directors, supervisors and senior management:
Remunerations for the Company’s directors, supervisors and senior management shall be nominated
by the Board of Directors and determined upon review of the Remuneration and Appraisal Committee.
Allowance for the 10th Independent Directors is RMB150,000/year (tax included), which has been
approved at the 2019 Annual General Meeting.
Determining basis for the remuneration of directors, supervisors and senior management: The modes
and amounts of the remuneration for directors, supervisors and senior management are determined
according to the market levels with the post value, responsibilities, etc. taken into account.
Actual payment for the remuneration of directors, supervisors and senior management: Salaries and
independent director allowances were paid to directors, supervisors and senior executives on a
monthly basis. And the other bonuses were paid all at one time according to the performance of each
of them.
Remuneration of directors, supervisors and senior management for the Reporting Period
Total before-
Any
tax
remuneratio
Incumbent/For remuneration
Name Office title Gender Age n from
mer from the
related
Company
party
( RMB’0,000)
82
China Merchants Port Group Co., Ltd. Annual Report 2022
Deng
Chairman of the Board Male 53 Incumbent 0 Yes
Renjie
Wang Vice Chairman of the Board
Male 52 Incumbent 240 No
Xiufeng and CEO
Yan Gang Vice Chairman of the Board Male 50 Incumbent 217 No
Zhang Rui Director Male 57 Incumbent 0 Yes
Liu Director
Male 58 Incumbent 0 Yes
Weiwu
Xu Song Director, COO, GM Male 51 Incumbent 251 No
Wu
Director Male 53 Incumbent 0 Yes
Changpan
Lyu Director
Male 46 Incumbent 0 Yes
Yiqiang
Gao Ping Independent director Male 67 Incumbent 15 No
Li Qi Independent director Female 52 Incumbent 15 No
Zheng Independent director
Male 45 Incumbent 15 No
Yongkuan
Chai
Independent director Male 59 Incumbent 0.4 No
Yueting
Yang Chairman of the Supervisory
Male 56 Incumbent 0 Yes
Yuntao Committee
Fu Bulin Supervisor Male 51 Incumbent 0 Yes
Gong
Supervisor Female 34 Incumbent 67 No
Man
Xu Jia Supervisor Male 41 Incumbent 62 No
Tu CFO
Male 57 Incumbent 216 No
Xiaoping
Lu Deputy General Manager
Male 53 Incumbent 345 No
Yongxin
Deputy General Manager and
Li Yubin Male 51 Incumbent 255 No
Secretary of the Board
Liu Bin Deputy General Manager Male 54 Incumbent 32 No
Liu
General Counsel Male 49 Incumbent 179 No
Libing
Yan Shuai Former Director Male 50 Former 0 Yes
Song
Former Director Male 60 Former 0 Yes
Dexing
Hu Qin Former Supervisor Female 56 Former 0 Yes
Zhang Former Deputy General
Male 59 Former 122 No
Yiming Manager
Total -- -- -- -- 2,031.4 --
Note: The above-mentioned total before-tax remuneration includes the three-year strategic deferred
bonus for 2019-2021 that was released by the Company during the Reporting Period.
VI Performance of Duty by Directors in the Reporting Period
1. Board Meeting Convened during the Reporting Period
83
China Merchants Port Group Co., Ltd. Annual Report 2022
Date of the Disclosure
Meeting Meeting resolutions
meeting date
The meeting deliberated on and passed:
1. Proposal on Adjusting the Exercise Price of the Stock Options under the
Company’s Stock Option Incentive Plan (Phase I)
2. Proposal on Adjusting the Number of Recipients and the Volume of Stock
The 1st
Options Granted regarding the Company’s Stock Option Incentive Plan
Extraordinary
(Phase I)
Meeting of the 28 January 29 January
3. Proposal on the Failure to Meet the Exercise Conditions for the First
10th Board of 2022 2022
Exercise Schedule of the Company’s Stock Options (First Grant) under the
Directors in
Stock Option Incentive Plan (Phase I)
2022
4. Proposal on Cancelling Some Stock Options under the Company’s Stock
Option Incentive Plan (Phase I)
5. Proposal on Establishing the Management System on the Authorization of
the Board of Directors
The 2nd
Extraordinary
Meeting of the 28 February The meeting deliberated on and passed:
1 March 2022
10th Board of 2022 Proposal on the By-election of Mr Zhang Rui as a Director
Directors in
2022
The meeting deliberated on and passed:
1. Proposal on the 2021 Report on the Work of the Board of Directors
2. Proposal on the 2021 Report on Business Operations
3. Proposal on the 2021 Report on Financial Accounts
4. Proposal on the 2021 Profit Distribution and Dividend Payout Plan
5. Proposal on the Annual Report 2021 and Abstract
6. Proposal on the 2021 Corporate Social Responsibility Report
7. Proposal on the 2021 Annual Internal Control Evaluation Report
8. Proposal on Anti-fraud Risk Assessment Report for 2021
9. Proposal on the 2021 Inspection Report on the Provision of Guarantees,
Related-Party Transactions, Securities Investment and Derivatives
Transactions and the Provision of Financial Assistance
10. Proposal on the 2021 Law-Based Development Report (including the
Report on the Development of the Compliance Management System)
11. Proposal on the 2022 Investment Plan
12. Proposal on the Company’s Five-Year Strategic Plan for 2022-2026
The 5th Meeting 13. Proposal on the Confirmation of the Continuing Related-Party
31 March
of the 10th Board 29 March 2022 Transactions in 2021 and the Estimation of Such Transactions in 2022
2022
of Directors 14. Proposal on Business at China Merchants Bank Such as Deposits at and
Loans and Related-Party Transactions in 2022
15. Proposal on Confirming External Guarantee Progress of the Company in
2021 and the Expected New External Guarantee Line in the Next 12 Months
16. Proposal on Bank Credit Line and Financing Plan for Financial
Institutions in 2022
17. Proposal on Reviewing the General Authorization of the Company to Issue
Bond Products
18. Proposal on the Risk Assessment Report of China Merchants Group Finance
Co., Ltd. Dated 31 December 2021
19. Proposal on the Renewal of the Financial Service Agreement by China
Merchants Group Finance Co., Ltd. and Related-Party Transactions
20. Proposal on the Special Report on Deposit and Usage of Raised Fund in
2021
21. Proposal on Renewal of Appointment of Accounting Firm for 2022
22. Proposal on the Renewal of Liability Insurance for Directors Supervisors
and Senior Management
84
China Merchants Port Group Co., Ltd. Annual Report 2022
23. Proposal on the Schedule and Agenda of the 2021 Annual General
Meeting
24. Proposal on Adjusting the Company’s Organisational Structure
The 3rd
Extraordinary The meeting deliberated on and passed:
Meeting of the 1. Proposal on the First Quarter Report 2022
28 April 2022 30 April 2022
10th Board of 2. Proposal on the Report on the Use of the Fund Raised by the Company in
Directors in the Previous Round
2022
The 4th
The meeting deliberated on and passed:
Extraordinary
1. Proposal on the Adjustment of a Partially-owned Subsidiary’s Security for
Meeting of the
10 May 2022 11 May 2022 Its Equity-participating Company
10th Board of
2. Proposal on the Schedule and Agenda of the First Extraordinary General
Directors in
Meeting in 2022
2022
The 5th
Extraordinary
The meeting deliberated on and passed:
Meeting of the
16 May 2022 17 May 2022 1. Proposal on Amending the Articles of Association of the Company
10th Board of
2. Proposal on Revising the Rules of Procedure of the Board of Directors
Directors in
2022
The 6th The meeting deliberated on and passed:
Extraordinary 1. Proposal on Co-opting Mr Yan Gang as the Vice Chairman of the 10th
Meeting of the Board of Directors
27 May 2022 28 May 2022
10th Board of 2. Proposal on the By-election of Mr Xu Song as a Director
Directors in 3. Proposal on Appointment of Mr Xu Song as the Chief Operating Officer
2022 and General Manager
The meeting deliberated on and passed:
1. The Proposal on the Semi-Annual Report 2022 and Abstract
2. Proposal on the Risk Assessment Report of China Merchants Group
Finance Co., Ltd. Dated 30 June 2022
3. Proposal on the Special Report on Deposit and Usage of Raised Fund in
H1 2022
4. Proposal on the 2022 Semi-Annual Inspection Report on the Provision of
Guarantees, Related-Party Transactions, Securities Investment and
Derivatives Transactions and the Provision of Financial Assistance
5. Proposal on the Formulation of the Administrative Programme for the
Selection and Engagement of Management Members
6. Proposal on the Formulation of the Measures for Appraising the Business
Performance of Management Members
7. Proposal on the Formulation of the Gross Pay Management Measures
The 6th Meeting
29 August 31 August 8. Proposal on the Confirmation of the Land Occupancy Right to the Chiwan
of the 10th Board
2022 2022 Port Area and Related-Party Transactions
of Directors
9. Proposal on Amending the Articles of Association of the Company
10. Proposal on Revising the Rules of Procedure for General Meetings
11. Proposal on Revising the Rules of Procedure for the Board of Directors
12. Proposal on Revising the Working Articles of Audit Committee of the
Board of Directors
13. Proposal on Revising the Working Articles of Strategy Committee of the
Board of Directors
14. Proposal on Revising the Working System for Independent Directors
15. Proposal on Revising the Working Articles of Chief Executive Officer
16. Proposal on Revising the Working Articles of Board Secretary
17. Proposal on Revising the Management System for Company Shares held
by Directors, Supervisors and Senior Executives and Its Changes
18. Proposal on Revising the Management System of Related Transactions
19. Proposal on Revising the Management System of Fund-raising
85
China Merchants Port Group Co., Ltd. Annual Report 2022
20. Proposal on Revising the Management System of Securities Investments
21. Proposal on Revising the Management System of External Guarantees
22. Proposal on Revising the Internal Audit System
23. Proposal on Revising the Management System of Investors’ Relations
24. Proposal on Convening the Company’s 2nd Extraordinary General
Meeting in 2022
The 7th
Extraordinary
The meeting deliberated on and passed:
Meeting of the 29 September 30 September
1. Proposal on the Appointment of Mr Liu Bin as Vice General Manager
10th Board of 2022 2022
2. Proposal on the Use of Idle Raised Funds for Cash Management
Directors in
2022
The 8th
Extraordinary
Meeting of the 28 October The meeting deliberated on and passed:
-
10th Board of 2022 Proposal on the Third Quarter Report 2022
Directors in
2022
The meeting deliberated on and passed:
1. Proposal on the Extension of Financial Assistance Provided by Majority-
owned Subsidiaries and Related-Party Transactions
2. Proposal on the Closing of the Investment Project of Offering Shares to
The 9th Purchase Assets and Raise the Supporting Funds and the Permanent
Extraordinary Replenishment of Working Capital with the Surplus Funds Raised
Meeting of the 29 November 30 November 3. Proposal on Amending the Articles of Association of the Company
10th Board of 2022 2022 4. Proposal on Revising the Rules of Procedure for the Board of Directors
Directors in 5. Proposal on Revising the Working Articles of Strategy Committee of the
2022 Board of Directors
6. Proposal on Revising the Management System of Foreign Investment
7. Proposal on Revising the Rules of Procedures for Office Meeting
8. Proposal on the Schedule and Agenda of the Third Extraordinary General
Meeting in 2022
The meeting deliberated on and passed:
The 10th 1. Proposal on the Acceptance of the Shares of Antong Holdings Co., Ltd. and
Extraordinary Related-Party Transactions
Meeting of the 8 December 9 December 2. Proposal on the By-election of Director
10th Board of 2022 2022 3. Proposal on the By-election of Independent Director
Directors in 4. Proposal on the Results of Performance Appraisal of Management
2022 Members for 2021 and for 2019-2021 and Remuneration Encashment
Programme
2. Attendance of Directors at Board Meetings and General Meetings
Attendance of directors at board meetings and general meetings
Total
The
number of
Board Board director
board Board
Board meetings meetings failed to
meetings meetings General
meetings attended the attend two
Director the attended meetings
attended by director consecutiv
director through a attended
on site telecommu failed to e board
was proxy
nication attend meetings
eligible to
(yes/no)
attend
Deng Renjie 12 3 9 0 0 No 4
86
China Merchants Port Group Co., Ltd. Annual Report 2022
Wang
12 3 9 0 0 No 4
Xiufeng
Yan Gang 9 2 7 0 0 No 4
Zhang Rui 9 2 7 0 0 No 4
Liu Weiwu 12 3 9 0 0 No 4
Xu Song 4 0 4 0 0 No 2
Wu Changpan 0 0 0 0 0 No 1
Lyu Yiqiang 0 0 0 0 0 No 1
Gao Ping 12 3 9 0 0 No 4
Li Qi 12 3 9 0 0 No 4
Zheng
12 3 9 0 0 No 4
Yongkuan
Chai Yueting 0 0 0 0 0 No 1
Yan Shuai 1 0 1 0 0 No 0
Song Dexing 6 1 5 0 0 No 1
Why any director failed to attend two consecutive board meetings:
None
3. Objections Raised by Directors on Matters of the Company
Indicate by tick mark whether any directors raised any objections on any matter of the Company.
□ Yes √ No
No such cases in the Reporting Period.
4. Other Information about the Performance of Duty by Directors
Indicate by tick mark whether any suggestions from directors were adopted by the Company.
√ Yes □ No
Specification of whether suggestions from directors are adopted or not adopted by the Company
During the Reporting Period, all the directors of the Company carried out their work conscientiously
and responsibly in strict accordance with the Company Law, Securities Law, Listed Company
Governance Standards, Self-Regulatory Guidelines No. 1 for Companies Listed on Shenzhen Stock
Exchange - Standard Operation of Listed Companies on the Main Board, Articles of Association and
Rules of Procedure of the Board of Directors. Based on the Company's reality, they put forward
relevant opinions on the Company's major governance and operation decisions, and reached
consensus through full communication and discussion. They resolutely supervised and promoted the
implementation of the resolutions of the Board of Directors to ensure scientific, timely and efficient
decision-making and fully safeguard the legitimate rights and interests of the Company and all
shareholders.
VII Performance of Duty by Specialized Committees under the Board in the Reporting Period
87
China Merchants Port Group Co., Ltd. Annual Report 2022
Profile of Specialized Committee under the Board as at the end of the period
No. Specialized Committee Member Convener
Strategy and Sustainable
Deng Renjie, Wang Xiufeng, Yan Gang, Zhang Rui, Xu Deng
1 Development
Song, Gao Ping, Li Qi, Chai Yueting Renjie
Committee
2 Audit Committee Li Qi, Liu Weiwu, Zheng Yongkuan Li Qi
Nomination,
3 Remuneration and Gao Ping, Deng Renjie, Zheng Yongkuan Gao Ping
Evaluation Committee
N
u
m
b
e
r
Othe
o
r Detail
f
infor s
m
mati about
e
on matte
et
Commit abou rs
Member i Date of the meeting Meeting Contents
tee t the with
n
perf object
g
orm ions
s
ance (if
c
of any)
o
duty
n
v
e
n
e
d
Strategy
The meeting reviewed:
and Deng Renjie, The 1st Meeting
1. Proposal on Report on the
Sustaina Wang of the Strategy Una
Performance of Duty by the Strategy
ble Xiufeng, Committee of the nim
1 29 March 2022 Committee of the Board of Directors in None
Develop Song 10th Board of ous
2021;
ment Dexing, Gao Directors for vote
2. Proposal on the Company's Five-year
Commit Ping, Li Qi 2022
Strategic Plan for 2022-2026
tee
The meeting reviewed:
Audit
st 1. Proposal on the Report on
Commit The 1 Meeting
Performance of Duty by the Audit
tee of Li Qi, Liu of the Audit Una
Committee of the Board of Directors in
the Weiwu, Committee of the nim
5 29 March 2022 2021; None
Board Zheng 10th Board of ous
2. Proposal on Work Report of
of Yongkuan Directors for vote
Accounting Firm for 2021;
Director 2022
3. Proposal on the Financial Report of
s
2021;
88
China Merchants Port Group Co., Ltd. Annual Report 2022
4. Proposal on Renewal of Appointment
of Accounting Firm for 2022;
5. Proposal on Anti-fraud Risk
Assessment Report for 2021;
6. Proposal on Internal Auditing Report
for 2021;
7. Proposal on Internal Auditing Plan
for 2022;
8. Proposal on Inspection Report on the
Deposit and Usage of Raised Fund in
2021;
9. Proposal on Inspection Report on the
Provision of Guarantees, Related-Party
Transactions, Securities Investment and
Derivatives Transactions and the
Provision of Financial Assistance for
2021;
10. Proposal on the 2021 Law-Based
Development Report (including the
Report on the Development of the
Compliance Management System)
The 2nd Meeting The meeting reviewed:
of the Audit 1. Proposal on Internal Audit Report for Una
Committee of the the First Quarter of 2022; nim
28 April 2022 None
10th Board of 2. Proposal on Inspection Report on the ous
Directors for Deposit and Usage of Raised Fund in vote
2022 the First Quarter of 2022
The meeting reviewed:
1. Proposal on Financial Report for H1
2022;
2. Proposal on Internal Audit Report for
The 3rd Meeting the Second Quarter of 2022;
of the Audit 3. Proposal on Inspection Report on the Una
Committee of the Deposit and Usage of Raised Fund in nim
29 August 2022 None
10th Board of H1 2022; ous
Directors for 4. Proposal on Inspection Report on the vote
2022 Provision of Guarantees, Related-Party
Transactions, Securities Investment and
Derivatives Transactions and the
Provision of Financial Assistance for
H1 2022
The 4th Meeting The meeting reviewed:
of the Audit 1. Proposal on Internal Audit Report for Una
Committee of the the Third Quarter of 2022; nim
28 October 2022 None
10th Board of 2. Proposal on Inspection Report for the ous
Directors for Deposit and Usage of Raised Fund for vote
2022 the Third Quarter of 2022
Mee
th ting
The 5 Meeting
and
of the Audit
Meet with accountants to negotiate the com
Committee of the
28 December 2022 schedule for the audit of the 2022 mun None
10th Board of
Annual Financial Report icati
Directors for
on
2022
with
acco
89
China Merchants Port Group Co., Ltd. Annual Report 2022
unta
nts
The 1st Meeting
of the
Nomination,
Una
Remuneration and The meeting reviewed:
nim
28 February 2022 Evaluation Proposal on the Inspection of Director None
ous
Committee of the Candidates
vote
10th Board of
Directors for
2022
The 2nd Meeting
The meeting reviewed:
of the
1. Proposal on Performance of Duty by
Nomination,
the Nomination, Remuneration and Una
Remuneration and
Evaluation Committee of the Board of nim
29 March 2022 Evaluation None
Directors in 2021; ous
Committee of the
2. Proposal on the Remuneration of the vote
10th Board of
Directors, Supervisors and Senior
Directors for
Management in 2021;
2022
The 3rd Meeting
of the
Nomination, The meeting reviewed:
Nomina Una
Remuneration and 1. Proposal on the Inspection of
tion, nim
27 May 2022 Evaluation Director Candidates; None
Remune ous
Committee of the 2. Proposal on the Appointment of Mr.
ration vote
10th Board of Xu Song as COO and GM
and
Directors for
Evaluati Gao Ping,
2022
on Deng Renjie,
6 The meeting reviewed:
Commit Zheng The 4th Meeting
1. Proposal on the Formulation of the
tee of Yongkuan of the
Administrative Programme for the
the Nomination,
Selection and Engagement of Una
Board Remuneration and
Management Members; nim
of 29 August 2022 Evaluation None
2. Proposal on the Formulation of the ous
Director Committee of the
Measures for Appraising the Business vote
s 10th Board of
Performance of Management Members;
Directors for
3. Proposal on the Formulation of the
2022
Gross Pay Management Measures
The 5th Meeting
of the
Nomination,
Una
Remuneration and The meeting reviewed:
nim
29 September 2022 Evaluation Proposal on the Appointment of Mr. Liu None
ous
Committee of the Bin as Deputy General Manager
vote
10th Board of
Directors for
2022
The 6th Meeting
The meeting reviewed:
of the
1. Proposal on the Inspection of
Nomination,
Director Candidates; Una
Remuneration and
2. Proposal on the Inspection of nim
8 December 2022 Evaluation None
Independent Director Candidates; ous
Committee of the
3. Proposal on the Results of vote
10th Board of
Performance Appraisal of Management
Directors for
Members for 2021 and for 2019-2021
2022
90
China Merchants Port Group Co., Ltd. Annual Report 2022
and Remuneration Encashment
Programme
VIII Performance of Duty by the Supervisory Committee
Indicate by tick mark whether the Supervisory Committee found any risk to the Company during its
supervision in the Reporting Period.
□ Yes √ No
The Supervisory Committee raised no objections in the Reporting Period.
IX Employees
1. Number, Functions and Educational Backgrounds of Employees
Number of in-service employees of the
Company as the parent as at the end of the 310
period
Number of in-service employees of major
15,491
subsidiaries as at the end of the period
Total number of in-service employees 15,801
Total number of paid employees in the
15,801
Reporting Period
Number of retirees to whom the Company as the
parent or its major subsidiaries need to pay 9,588
retirement pensions
Functions
Function Employees
Production 8,499
Sales 587
Technical 3,531
Financial 551
Administrative 2,633
Total 15,801
Educational backgrounds
Educational background Employees
Master’s degree and above 562
Bachelor’s degree 4,090
Junior college 4,063
Technical secondary school and below 7,086
Total 15,801
2. Employee Remuneration Policy
The port sector has sped up the integration and global layout over the past few years. Concurrently,
the smart port has been constantly upgraded and gradually diversified. As a result, endogenous growth,
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China Merchants Port Group Co., Ltd. Annual Report 2022
transformation, and upgrading have set stricter requirements for and posed challenges to workforce
supply. The Company, in 2022, thoroughly delved into the supply and demand of workforce and
formulated a new workforce plan in accordance with the new 10-year development strategy. Focusing
on the core of position value, the Company refined seven workforce management mechanisms, built
four teams, and improved four guarantees. Additionally, to vigorously support and guarantee the
implementation of the workforce plan, the Company continued to optimize the remuneration
incentive mechanism and explored a diverse incentive system.
The Company fully promoted the tenure system and contractual management to achieve full coverage
and rigid encashment in 2022. Additionally, it refined the market-oriented remuneration allocation
mechanism, strengthened performance and remuneration benchmarking, persisted in prioritizing
efficiency and emphasizing fairness, and laid equal emphasis on incentives and restraints. Moreover,
the Company encouraged Management members at all levels to increase the proportion of
performance-based remuneration and fully apply the appraisal result, thereby reasonably widening
the remuneration gap. Resource allocation was optimized by strengthening performance orientation
and giving priority to excellent teams and employees who have created value, the talent that has made
remarkable contributions, and the difficult, dirty, dangerous, and tiring front-line positions in
remuneration allocation. Furthermore, the performance-based bonus scheme for Senior Management
members was optimized on an ongoing basis through the comparison with themselves and peers and
the complementation of short-term KPI appraisal and medium- and long-term strategic assessment.
The Company paid the Senior and Middle Management members the deferred bonuses based on their
strategic assessment results in 2022, in order to motivate core employees in a targeted manner and
contribute to the achievement of its strategic goals.
3. Employee Training Plans
CMPort, in 2022, vigorously planned and implemented various talent development projects with a
focus on its talent development strategies and business development requirements. It also invested
more in the development of talent at four major levels to help employees constantly improve
themselves according to the Company’s development, thereby boosting the talent building of the
Company. The talent development project focused on the cultivation of young talent and the
development of the internal trainer system.
The Company conducted various training programmes by combining online live streaming, online
courses, and offline intensive training to speed up the construction of the Company’s talent at four
major levels.
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China Merchants Port Group Co., Ltd. Annual Report 2022
First, the 2022 Young Cadre Class Project was initiated to help young talent improve comprehensive
quality and build a pool of talent featuring excellent quality and competence. This would guarantee
the supply of a constant amount of qualified talent for the business development of CMPort. In 2022,
intensive training and practice were conducted at multiple levels, through multiple channels, and in
multiple forms for 106 existing registered excellent young cadres to sharpen up the comprehensive
competence and professionalism of young cadres of CMPort. They could also learn about how to
cope with problems at work and about the process of executing the action plan from actions and
crystallize their knowledge and experience by learning about the method of organisational experience
extraction. Moreover, the training and practice would contribute to the sharing and pass-down of
knowledge and experience, thereby maximizing the benefits of organisational performance.
Second, the project of training Management members of CMPort to be internal trainers was launched
to constantly develop the internal trainer team of the CMPort and improve the team members’
capabilities. Additionally, the Company promoted internal trainer empowerment and developed
industry courses. It engaged 25 internal trainers from CMPort, extracted effective organisational
experience, and developed specialized courses. Concurrently, the Company trained internal
employees by delivering courses to the front-line employees. It also disseminated corporate culture
and expertise, publicized and implemented the Company’s strategies and policies, and improved
quality and efficiency by sharing quality training resources, thereby addressing difficulties at work
overall. This project vigorously promoted the Company’s construction of echelons of management
talent and professionals, enhanced brand value, and strengthened and improved the Company’s
internal training system.
Third, the financial team was encouraged to study independently. Based on a review of the financial
talent, the Company provided targeted high-quality external platform resources for financial training
to support financial talent at all levels in sharpening up professionalism and broadening their horizons.
It also encouraged employees to study independently to improve their expertise.
Fourth, the online platform was fully applied to the training for the Company and its subsidiaries. All
members utilized the online platform to produce livestreaming and online courses and develop
internal quality courses. As a result, the coverage of training was expanded. Companies deepened
collaboration in training. Internal training across the Company was strongly promoted.
4. Labor Outsourcing
Total man-hours (hour) N/A
Total remuneration paid (RMB) 1,668,643,588.24
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China Merchants Port Group Co., Ltd. Annual Report 2022
X Final Dividend Plan of the Company for the Reporting Period
1. Formulation, execution or adjustments of profit distribution policy for shareholders,
especially cash dividend policy, in the Reporting Period
Pursuant to the CSRC Guideline for Listed Companies No.3-Cash Dividends of Listed Companies
and the Notice of CSRC on Further Implementing Matters Related to Cash Dividends of Listed
Companies, the Articles of Association clarifies the specific profit distribution policy, decision-
making procedures and mechanism, adjustment of profit distribution policy, implementation of profit
distribution plan, and profit distribution for foreign shares. During the Reporting Period, the Company
executed the profit distribution policy in strict compliance with the Articles of Association.
Special statement about the cash dividend policy
In compliance with the Company’s Articles of
Yes
Association and resolution of general meeting
Specific and clear dividend standard and ratio Yes
Complete decision-making procedure and mechanism Yes
Independent directors faithfully performed their duties
Yes
and played their due role
Non-controlling interests are able to fully express their
opinion and desire and their legal rights and interests Yes
are fully protected
In case of adjusting or changing the cash dividend
policy, the conditions and procedures involved are in
Not applicable
compliance with applicable regulations and
transparent
2. The Company was profitable in the Reporting period and the positive profits of the Company
as the parent attributable to shareholders while the distribution plan of cash dividend for
shareholders was not proposed.
Applicable √ Not applicable
3. Final Dividend Plan for the Reporting Period
Bonus shares/10shares (share) 0
Cash dividend/10 shares (RMB) (tax inclusive) 4.5
Bonus issue from capital reserves (share/10 shares) 0
Share base (share) 2,499,074,661
Total cash dividends (RMB) (tax inclusive) 1,124,583,597.45
Cash dividends in other forms (such as share
0.00
repurchase) (RMB)
Total cash dividends (including other forms)
1,124,583,597.45
(RMB)
Distributable profits (RMB) 2,277,016,134.29
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China Merchants Port Group Co., Ltd. Annual Report 2022
Cash dividends (including other forms) as % of 100%
total profits to be distributed (%)
Details of the cash dividends
As the Company is in the mature stage of development with significant capital expenditures arrangement, when distributing profits,
the proportion of cash dividends in this profit distribution shall be 40% at least.
Details of final dividend plan for the Reporting Period
As audited by Deloitte Touche Tohmatsu Certified Public Accountants LLP, the consolidated net profit attributable to the Company
as the parent for 2022 stood at RMB3,337,446,222.82 and the net profit of the Company as the parent at RMB407,348,871.48.
(1) According to the Company Law and the Articles of Association of the Company, when distributing the current year's after-tax
profits, the Company shall draw 10% of the profits for the company's statutory reserve fund. This withdrawal of surplus reserve for
the Company is RMB40,734,887.15. The accumulative distributable profit of the Company as the parent at the end of 2022 was
RMB2,277,016,134.29.
(2) Base on the total 2,499,074,661 shares as at the end of 2022, a cash dividend of RMB4.50 (tax included) is to be distributed for
every 10 shares, totalling RMB1,124,583,597.45.
After the above-mentioned distribution, the retained earnings of the Company as the parent will be RMB1,152,432,536.84.
The above profit distribution plan still needs to be submitted to the 2022 Annual General Meeting for approval.
XI Equity Incentive Plans, Employee Stock Ownership Plans or Other Incentive Measures for
Employees
1. Equity incentive
The Company’s review and approval procedures carried out in connection with the Stock Option
Incentive Plan are as follows:
(1) The 1st Extraordinary Meeting of the 10th Board of Directors in 2022 and 1st Extraordinary
Meeting of the 10th Supervisory Committee in 2022 of the Company, held on 28 January 2022,
reviewed and approved the Proposal on Adjusting the Exercise Prices of the Stock Option Incentive
Plan (Phase I) of the Company, the Proposal on Adjusting the Numbers of Qualified Awardees and
Stock Options to Be Granted of the Stock Option Incentive Plan (Phase I) of the Company, the
Proposal on the Failure to Meet the Exercise Conditions for the First Exercise Schedule of the Stock
Options (the First Batch to be Granted) of the Stock Option Incentive Plan (Phase I) of the Company,
and the Proposal on Cancelling Some Stock Options in the Stock Option Incentive Plan (Phase I) of
the Company. Independent directors gave independent opinions of agreement. The Supervisory
Committee of the Company verified the proposals and gave opinions. For details, see the relevant
announcements disclosed by the Company on Cninfo (www.cninfo.com.cn) (Announcement No.
2022-007, 2022-008, 2022-009, and 2022-010).
(2) On 14 February 2022, upon the review and confirmation of Shenzhen Branch of China Securities
Depository and Clearing Corporation Limited, the Company completed the cancellation of above
stock options. For more details, please refer to the Announcement on Completing the Cancellation of
Some Stock Options in the Stock Option Incentive Plan (Phase I) of the Company (Announcement
No. 2022-011) disclosed by the Company on Cninfo (www.cninfo.com.cn).
Equity Incentives for Directors and Senior Management
Share Shar Shar Shar Exerc Share Mark Numb Numb Numb The Numb
options e es es ise options et er of er of er of grant er of
Offic
held at optio feasi exer price held at price restric releas restric price restric
Name e
the ns ble cised of the at the ted ed ted of ted
title
period- grant to duri exerci period- perio shares shares shares restric shares
begin ed in exer ng sed end d- held for newly ted held
95
China Merchants Port Group Co., Ltd. Annual Report 2022
the cise the share end at the the grante shares at the
Repo duri Rep s (RM period Repor d (RMB period
rting ng ortin durin B/sh -begin ting during /share -end
Perio the g g the are) Period the )
d Rep Peri Repor Repor
ortin od ting ting
g Perio Period
Peri d
od (RM
B/sha
re)
Vice
Chair
man
Yan
of 170,000 - - - - 102,000 - - - - - -
Gang
the
Boar
d
Direc
Xu tor,
Song 240,000 - - - - 240,000 - - - - - -
COO
, GM
Lu Depu
Yongxi ty
n Gene
240,000 - - - - 144,000 - - - - - -
ral
Man
ager
Depu
ty
Gene
ral
Man
ager
Li
and 240,000 - - - - 144,000 - - - - - -
Yubin
Secre
tary
of
the
Boar
d
Gene
Liu ral
50,000 - - - - 50,000 - - - - - -
Libing Coun
sel
Total -- 940,000 - - - -- 680,000 -- - - - -- -
On 14 February 2022, upon the review and confirmation of Shenzhen Branch of China Securities Depository and
Clearing Corporation Limited, the Company completed the cancellation of above stock options. 68,000 shares,
Remark (if any) 96,000 shares and 96,000 shares of share options respectively held by Mr. Yan Gang, Mr. Lu Yongxin and Mr.
Li Yubin had been cancelled. Mr. Yan Shuai, the former director, resigned as a director of the Company on 25
February 2022, and all options held by him have been cancelled.
Appraisal of and Incentive for Senior Management
In 2022, the Company fully took the tenure system and contractual management as an opportunity to
realize comprehensive coverage and rigid remuneration realization. The Company has a mature
assessment mechanism and system covering all senior management personnel. The annual
comprehensive assessment combines qualitative and quantitative methods with the dimensions
including performance, competence, self-discipline, etc. The assessment results of senior
96
China Merchants Port Group Co., Ltd. Annual Report 2022
management serve as an important basis for appointment and motivation. The Company adjusts and
determines the post salary of senior management based on the factors including operation status,
position served and assessment results, and determines the performance bonus of senior management
through the factors including annual comprehensive ability assessment, annual key performance
indicators appraisal and three-year strategic appraisal results.
The Company continuously optimizes the appraisal and distribution plan for performance bonuses of
senior management and strives to be "superior to the market average and peers". Senior executives
are expected to compare with themselves chronologically and with their peers horizontally. Short-
term KPI assessment and long-term strategy assessment complement each other. The comprehensive
assessment results of corporate performance are linked with the performance bonuses of senior
executives so as to give full play to the incentive and guiding effects of remuneration. Accordingly,
senior executives pay attention to the short-term performance in the current period or year and the
mid- and long-term development of the Company. Moreover, in 2022, the Company paid the Senior
Management members the deferred bonuses based on the results of their strategic assessments for the
last three years, in order to motivate core managerial employees in a targeted manner and contribute
to the achievement of its strategic goals.
2. Employee Stock Ownership Plans
□ Applicable √ Not applicable
3. Other Incentive Measures for Employees
□ Applicable √ Not applicable
XII Establishment and Implementation of Internal Control System in the Reporting Period
1. Establishment and Implementation of Internal Control System
During the Reporting Period, to boost operational efficiency and results, the Company continuously
improved and optimized its existing internal control system in strict compliance with laws,
regulations, and external regulatory requirements and taking into consideration its actual status. In
the process, it was guided by risk management, based itself on procedure streamlining, and focused
on critical control activities.
During the Reporting Period, the Company prepared the Handbook of Internal Control Workflow of
CMPort, in which it specified the workflow of the principal business and corresponding authority and
97
China Merchants Port Group Co., Ltd. Annual Report 2022
responsibilities and regulated critical control processes, including the setting of internal institutions,
the responsibilities and authority for major positions, and the approval procedures. By refining the
internal control workflow, the Company’s internal control management was substantially improved.
CMPort achieved full coverage of internal control management during the Reporting Period. It
supervised and inspected the internal control systems of eight subordinate companies. Concurrently,
all subordinate companies optimized their internal control systems, conducted internal control self-
assessments on a quarterly basis, and prepared the internal control weakness checklist in accordance
with the annual internal control plan of CMPort and “three cycles”, including procurement, sales, and
investment. By the end of 2022, all internal control weaknesses are rated as general weaknesses, and
no material weaknesses were identified. For the general weaknesses, the Company designated the
person responsible for the remediation, developed a remediation plan, and followed up on the
remediation progress regularly.
The Company prepared the 2022 Internal Control Assessment Report in accordance with the Basic
Rules for Enterprise Internal Control and its supporting guidelines, other regulatory requirements for
internal control, and the Company’s internal control policies and assessment methods. The conclusion
of the report is as follows: By the identification of material weaknesses in the internal control over
the Company’s financial reporting, as at the base day of the internal control assessment report (31
December 2022), no material weaknesses were identified in the internal control over the Company’s
financial reporting. Therefore, the Board of Directors believed that the Company had maintained
effective internal control over financial reporting in all material respects as per the Basic Rules for
Enterprise Internal Control and relevant regulations. According to the identification of material
weaknesses in the Company’s internal control over non-financial reporting, there were no material
weaknesses in the internal control over non-financial reporting as at the base day of the internal
control assessment report. Between the base day and the issuance day of the internal control
assessment report, there were no factors that affected the assessment conclusion about the
effectiveness of the internal control.
2. Material Internal Control Weaknesses Identified for the Reporting Period
Yes √ No
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China Merchants Port Group Co., Ltd. Annual Report 2022
XIII Management and Control over Subsidiaries for the Reporting Period
The Company, guided by “empowerment, professionalism and value”, established an operation
management system with sustainable value creation, gradually formulated standards for all functional
modules, and managed to build a world-class value-oriented headquarters. Taking into account the
strategic positioning of its subsidiaries, the Company, adhering to the principles of differentiation and
controllable risks and pushing forward full-cycle asset management, procurement management, and
performance evaluation mechanism, continuously promoted the healthy development of its
subsidiaries. Besides, focusing on execution quality, the Company intensified the tasks on quality and
efficiency improvement and strived to implement related measures to achieve in-depth integration
between quality and efficiency improvement and strategic objectives.
XIV Internal Control Self-Evaluation Report and Independent Auditor’s Report on Internal
Control
Disclosure date of the internal control self-evaluation report 4 April 2023
For details, see
Index to the disclosed internal control self-evaluation report
www.cninfo.com.cn
Evaluated entities’ combined assets as % of consolidated total assets 100.00%
Evaluated entities’ combined operating revenue as % of consolidated operating revenue 100.00%
Identification standards for internal control weaknesses
Weaknesses in internal
Type control over financial Weaknesses in internal control not related to financial reporting
reporting
If a defect or defect Great defect Significant defect Common defect
group give rise to the Development direction Development direction Development direction
following events which substantially deviates partly deviates from the slightly deviates from
cannot be prevented or from the strategic goals, strategic goals, and the strategic goals, and
found and made and investment investment direction, investment direction,
direction, business business structure and business structure and
rectification, the defect structure and business business model are business model are
or defect group are model are completely unable to support the unable to fully support
Nature recognized as unable to support the realization of strategic the realization of
significant defects: realization of strategic goals at a larger extent strategic goals
standard goals
(1) Malpractices of Strategy implementation Strategy implementation Strategy implementation
directors, supervisors is blocked, almost all is blocked, most of is blocked, part of
and senior indicators of strategy indicators of strategy indicators of strategy
implementation cannot implementation cannot implementation cannot
management:
completed as planned completed as planned completed as planned
(2) The Company make Lead to break off of Lead to break off of Some daily business is
correction to the common common influenced, lead to break
financial report issued; business/service or it business/service or it off of common
takes half year or above takes three months or business/service or it
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China Merchants Port Group Co., Ltd. Annual Report 2022
(3) Certified Public to recover the break off half year below to takes three months
Accountant find that of common recover the break off of below to recover the
business/service common break off of common
there is a significant
business/service business/service
error in the financial Badly damage the In a large extent, damage damage the working
report, however, the working enthusiasm of the working enthusiasm enthusiasm of all the
internal control did not all the employees, will of all the employees, employees, reduce work
give rise to large scale reduce work efficiency, efficiency, have some
discover it when
group events or heavy have greatly adverse adverse effect to
conducting internal damage to enterprises effect to enterprises enterprises culture and
control; culture and enterprises culture and enterprises enterprises cohesion
(4) The Audit cohesion cohesion
Committee under the The employee's ability The employee's ability The employee's ability
Board and Internal and professional skills and professional skills in and professional skills in
Audit Service's universally cannot meet some significant fields some fields cannot meet
supervision to the the enterprise cannot meet the the enterprise
internal control is development needs by a enterprise development development
invalid. large margin needs
Negative news spread in Negative news spread in Negative news spread in
the field of the entire the field of the entire the field of the entire
business (including business, or was paid
extending to industry attention or reported by business, have small
chain),or was paid the local media the damage to the reputation
attention by the national recovery of reputation of the enterprise, the
media or public media, will take three to six recovery of reputation
the recovery of months
reputation will take more will take three months
than six months below
The enterprise's internal The enterprise's internal The enterprise's internal
confidential information confidential information confidential information
leakage which badly leakage which affect the leakage which affect the
affect the enterprise's enterprise's competitive enterprise's competitive
competitive capacity in capacity in the market, capacity in the market,
the market, or affect the or affect the competitive or affect the competitive
competitive capacity in capacity in management capacity in management
management in a large extent in a general extent
The judging standard The judging standard was the net profits attributable to the parent Company's
was the net profits shareholders in the consolidated financial statements audited in last year.
attributable to the Great defect Significant defect Common defect
parent Company's
Have a significant Have a greater adverse Have an adverse impact
shareholders in the
adverse impact on the impact on the asset on the asset turnover
consolidated financial
asset turnover ability, turnover ability, which ability, which lead to
statements audited in
which lead to total asset lead to total asset total asset turnover rate
last year. Misstatement
turnover rate lowed 20% turnover rate lowed 10% lowed 10% below
Quantitative amount ≥ 5% above of above (Including to 20% (Including
standard judging standard was
great defect; 5% 20％） 10%）
judging standard ＞1% Had significant adverse Had larger adverse Had adverse impact to
misstatement amount impact to the annual impact to the annual the annual operation
was significant defect; operation profits or operation profits or profits or cause decrease
cause decrease of annual cause decrease of annual of annual operation
misstatement amount
operation profits when at operation profits when at profits when at 1%
＜1% below of judging
5% (including 5%) 1% (including 1%) to below of judging
standard was general above of judging 5% judging standard standard
standard. standard
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China Merchants Port Group Co., Ltd. Annual Report 2022
Had significant adverse Had larger adverse Had adverse impact to
impact to decrease of impact to decrease of decrease of inflow of
inflow of total cash flow inflow of total cash flow total cash flow or
or increase of outflow or increase of outflow increase of outflow total
total cash flow when at total cash flow when at cash flow when at 5%
10% (including 10%) 5% (including 5%) to below of judging
above of judging 10% above of judging standard
standard standard
Great investment Larger investment Great investment
mistake incurred which mistake incurred which mistake incurred which
cause direct economy cause direct economy cause direct economy
losses when at 5% losses when at 1% losses when at 1% below
(including 5%) above of (including 1%)to 5% of of judging standard or
judging standard or the judging standard or the the return on investment
return on investment return on investment less less than 30% lower than
more than 40% lower than 30%(including 30% expected
than expected to 40%) lower than
expected
10 death or above , or 50 3 deaths above to 10 less than 3 deaths or
people serious injury, or deaths below , or more above , or less than 10
direct economy losses than 10 people but less people serious injury, or
when at 5% (including than 50 people serious direct economy losses
5%) above of judging injury, or direct economy when at 1% below of
standard losses when at 1% judging standard
(including 1%) to 5% of
judging standard
Asset integrity cannot be Asset integrity cannot be Asset integrity cannot be
ensured, when assets ensured, when assets ensured, when assets
losses at 5% (including losses at 1% (including losses at 1% below of
5%) above of judging 1%)to 5% of judging judging standard
standard standard
A large number of great Several commercial Irreconcilable
commercial disputes, disputes, civil lawsuits, commercial disputes,
civil lawsuits and and had obviously civil lawsuits happened
negative influences can't influence in a certain sometimes, cause a
eliminate in a short area and period, may pay certain influences in
period of time, may pay compensation at 1% local, may pay
compensation at 5% (including 1%) to 5% of compensation at 1%
(including 5%) above of judging standard below of judging
judging standard standard
A serious violation of A serious violation of Violation of laws and
laws and regulations, laws and regulations, regulations, investigated
investigated by investigated by by government
government department government department department and legal
and legal department, and legal department, department, may pay
cause prosecution and may pay compensation compensation at 0.5%
class action, may pay at 0.5% (including below of judging
compensation at 2% 0.5%) to 2% of judging standard
(including 2%) above of standard
judging standard
Number of material weaknesses in internal control over financial reporting 0
Number of material weaknesses in internal control not related to financial reporting 0
Number of serious weaknesses in internal control over financial reporting 0
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China Merchants Port Group Co., Ltd. Annual Report 2022
Number of serious weaknesses in internal control not related to financial reporting 0
Note: The percentages of evaluated entities’ combined assets and operating revenue to consolidated
total assets and operating revenue have been deducted the corresponding financial data of the merged
company.
Opinion paragraph in the independent auditor’s report on internal control
We believe that China Merchants Port Group Co., Ltd. has maintained effective internal control over financial
reporting in all material respects as of 31 December 2022 as per the Basic Rules for Enterprise Internal Control and
relevant regulations.
Independent auditor’s report on internal control
Disclosed
disclosed or not
Disclosure date 4 April 2023
Index to such report disclosed For details, see www.cninfo.com.cn
Type of the auditor’s opinion Unmodified unqualified opinion
Material weaknesses in internal control not related to
None
financial reporting
Indicate by tick mark whether any modified opinion is expressed in the independent auditor’s report
on the Company’s internal control.
Yes √ No
Indicate by tick mark whether the independent auditor’s report on the Company’s internal control is
consistent with the internal control self-evaluation report issued by the Company’s Board.
√ Yes No
XV Rectifications of Problems Identified by Self-inspection in the Special Action for Listed
Company Governance
Upon a comprehensive self-inspection, the Company has adhered to the combination of the leadership
of the Communist Party of China and corporate governance throughout operations and complied with
relevant laws, regulations, and normative documents, such as improving the internal governance
mechanism, refining the governance system, and disclosing information in an open and transparent
manner.
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China Merchants Port Group Co., Ltd. Annual Report 2022
Part V Environmental and Social Responsibility
I Major Environmental Issues
1. Policies and industry standards pertaining to environmental protection
During the Reporting Period, the Company and its subsidiaries with heavy pollutant discharge needs
abode by laws and regulations related to environmental protection throughout routine production and
operation, including the Environmental Protection Law of the People’s Republic of China, the Law
of the People’s Republic of China on the Prevention and Control of Atmospheric Pollution, the Law
of the People’s Republic of China on Prevention and Control of Water Pollution, the Law of the
People’s Republic of China on the Prevention and Control of Solid Waste Pollution, the Law of the
People’s Republic of China on Noise Pollution Prevention and Control, the Law of the People’s
Republic of China on the Prevention and Control of Soil Pollution, and the Law of the People’s
Republic of China on Environmental Impact Assessment. They also strictly complied with national
and industry standards pertaining to environmental protection, such as Soil Environmental Quality—
Standards for Soil Contamination Risk Control of Land for Construction (Provisional) (GB36600-
2018), Discharge Standard of Pollutants for Municipal Wastewater Treatment Plant (GB18918-
2002), Emission Standard of Air Pollutant for Bulk Petroleum Terminals (GB20950-2020), and
Emission Standard for Industrial Enterprises Noise at Boundary (GB12348-2008)
2. Administrative permit for the purpose of environmental protection
The environmental impacts of the construction projects of domestic enterprises controlled by the
Company were assessed as required. Additionally, all domestic pollutant discharge units have
obtained administrative permits for pollutant discharge as per laws and regulations and discharged
pollutants by the administrative permits for pollutant discharge in a legal and compliant manner.
Information on the review, approval, and record conducted by the ecological and environmental
authorities for the units of the Company with heavy pollutant discharge needs is as follows:
103
China Merchants Port Group Co., Ltd. Annual Report 2022
(1) Review Opinions of the Current Environmental Impact Assessment Report of the First Branch of
Zhanjiang Port (Group) Co., Ltd. (Document Z.X.H.J. [2018] No. 12).
(2) Review Opinions of the Current Environmental Impact Assessment Report of the Third Branch of
Zhanjiang Port (Group) Co., Ltd. (Document Z.H.C.J. [2018] No. 31).
(3) Record Opinions of the Environmental Impact Assessment Report of the Current Status of Crude
Oil Storage Tank Farms of Zhanjiang Port Petrochemical Terminal Co., Ltd. (ZH.X.H.J. [2019] No.
5
(4) Approval for the Environmental Impact Assessment Report of the 1# Tank Farm Change Project
of Zhanjiang Port Petrochemical Terminal Co., Ltd. (ZH.H.J.X. [2021] No. 26)
3. The regulations for industrial emissions and the particular requirements for controlling
pollutant emissions those are associated with production and operational activities
Name
of the
compan Types of major Names of
Outlet Outlet Discharge Pollutant Total Total
y or and major and Discharg Excessive
quanti distributi concentratio discharge disch discharge
subsidi characteristic characteristi e method discharge
ty on n (mg/kg) standards arge approved
ary pollutants c pollutants
compan
y
Soil pollutants Arsenic -- -- -- 0.33 -- --
Soil pollutants Cadmium -- -- -- ND -- --
Chromium
Soil pollutants (hexavalent -- -- -- ND -- --
) Soil
The
Environmental
third
Soil pollutants Copper -- -- -- 3 Quality— -- --
branch
Standards for
of
Soil pollutants Lead -- -- -- 56 Soil -- --
Zhanjia
Contamination
ng Port
Soil pollutants Mercury -- -- -- 0.020 Risk Control of -- -- No
(Group)
Land for excessive
Co.,
Soil pollutants Nickel -- -- -- 8 Construction -- -- discharge
Ltd.
(Provisional)
(Key
Petroleum (GB36600-
soil
2018) —
supervi
hydrocarbo Standards for
sion
Soil pollutants -- -- -- 9 Category II -- --
unit)
ns (C10- Land Use
C40)
pH
Soil pollutants (dimensionl -- -- -- 7.10 -- --
ess)
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China Merchants Port Group Co., Ltd. Annual Report 2022
Soil pollutants Moisture -- -- -- 21.4% -- --
Carbon
Soil pollutants tetrachlorid -- -- -- ND -- --
e
Soil pollutants Chloroform -- -- -- ND -- --
Methyl
Soil pollutants -- -- -- ND -- --
chloride
1, 1-
Soil pollutants Dichloroeth -- -- -- ND -- --
ane
1, 2-
Soil pollutants Dichloroeth -- -- -- ND -- --
ane
1, 1-
Soil pollutants Dichloroeth -- -- -- ND -- --
ylene
Cis-1, 2-
Soil pollutants dichloroeth -- -- -- ND -- --
ylene
Trans-1, 2-
Soil pollutants dichloroeth -- -- -- ND -- --
ylene
Dichlorome
Soil pollutants -- -- -- ND -- --
thane
1, 2-
Soil pollutants Dichloropro -- -- -- ND -- --
pane
1, 1, 1, 2-
Soil pollutants Tetrachloro -- -- -- ND -- --
ethane
1, 1, 2, 2-
Soil pollutants Tetrachloro -- -- -- ND -- --
ethane
105
China Merchants Port Group Co., Ltd. Annual Report 2022
Tetrachloro
Soil pollutants -- -- -- ND -- --
ethylene
1, 1, 1-
Soil pollutants Trichloroet -- -- -- ND -- --
hane
1, 1, 2-
Soil pollutants Trichloroet -- -- -- ND -- --
hane
Trichloroet
Soil pollutants -- -- -- ND -- --
hylene
1, 2, 3-
Soil pollutants Trichloropr -- -- -- ND -- --
opane
Vinyl
Soil pollutants -- -- -- ND -- --
chloride
Soil pollutants Benzene -- -- -- ND -- --
Chlorobenz
Soil pollutants -- -- -- ND -- --
ene
1, 2-
Soil pollutants Dichlorobe -- -- -- ND -- --
nzene
1, 4-
Soil pollutants Dichlorobe -- -- -- ND -- --
nzene
Ethylbenze
Soil pollutants -- -- -- ND -- --
ne
Soil pollutants Styrene -- -- -- ND -- --
Soil pollutants Toluene -- -- -- 2.0 -- --
M-para-
Soil pollutants -- -- -- ND -- --
xylene
Soil pollutants O-xylene -- -- -- ND -- --
Nitrobenzen
Soil pollutants -- -- -- ND -- --
e
Soil pollutants Aniline -- -- -- ND -- --
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China Merchants Port Group Co., Ltd. Annual Report 2022
2-
Soil pollutants Chlorophen -- -- -- ND -- --
ol
Benzo (a)
Soil pollutants -- -- -- ND -- --
anthracene
Benzo (a)
Soil pollutants -- -- -- ND -- --
pyrene
Benzo (b)
Soil pollutants fluoranthen -- -- -- ND -- --
e
Benzo (k)
Soil pollutants fluoranthen -- -- -- ND -- --
e
1, 2-
Soil pollutants Benzophena -- -- -- ND -- --
nthrene
Dibenzo (a,
Soil pollutants h) -- -- -- ND -- --
anthracene
Indeno
Soil pollutants (1,2,3-cd) -- -- -- ND -- --
pyrene
Naphthalen
Soil pollutants -- -- -- ND -- --
e
Soil pollutants Arsenic -- -- -- 6.71 -- --
Soil
Soil pollutants Cadmium -- -- -- ND Environmental -- --
The
Quality—
first
Chromium Standards for
branch
Soil
of
Soil pollutants (hexavalent -- -- -- ND Contamination -- --
Zhanjia
Risk Control of No
ng Port
) Land for excessive
(Group)
Construction discharge
Co., Soil pollutants -- -- -- 5 -- --
Copper (Provisional)
Ltd.
(GB36600-
(Key Soil pollutants Lead -- -- -- 62 2018) — -- --
soil
Standards for
supervi Soil pollutants -- -- -- 0.054 -- --
Mercury Category II
sion
Land Use
unit) Soil pollutants -- -- -- 3 -- --
Nickel
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China Merchants Port Group Co., Ltd. Annual Report 2022
Carbon
Soil pollutants tetrachlorid -- -- -- ND -- --
e
Soil pollutants Chloroform -- -- -- ND -- --
Methyl
Soil pollutants -- -- -- ND -- --
chloride
1, 1-
Soil pollutants Dichloroeth -- -- -- ND -- --
ane
1, 2-
Soil pollutants Dichloroeth -- -- -- ND -- --
ane
1, 1-
Soil pollutants Dichloroeth -- -- -- ND -- --
ylene
Cis-1, 2-
Soil pollutants dichloroeth -- -- -- ND -- --
ylene
Trans-1, 2-
Soil pollutants dichloroeth -- -- -- ND -- --
ylene
Dichlorome
Soil pollutants -- -- -- ND -- --
thane
1, 2-
Soil pollutants Dichloropro -- -- -- ND -- --
pane
1, 1, 1, 2-
Soil pollutants Tetrachloro -- -- -- ND -- --
ethane
1, 1, 2, 2-
Soil pollutants Tetrachloro -- -- -- ND -- --
ethane
Tetrachloro
Soil pollutants -- -- -- ND -- --
ethylene
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China Merchants Port Group Co., Ltd. Annual Report 2022
1, 1, 1-
Soil pollutants Trichloroet -- -- -- ND -- --
hane
1, 1, 2-
Soil pollutants Trichloroet -- -- -- ND -- --
hane
Trichloroet
Soil pollutants -- -- -- ND -- --
hylene
1, 2, 3-
Soil pollutants Trichloropr -- -- -- ND -- --
opane
Vinyl
Soil pollutants -- -- -- ND -- --
chloride
Soil pollutants Benzene -- -- -- ND -- --
Chlorobenz
Soil pollutants -- -- -- ND -- --
ene
1, 2-
Soil pollutants Dichlorobe -- -- -- ND -- --
nzene
1, 4-
Soil pollutants Dichlorobe -- -- -- ND -- --
nzene
Ethylbenze
Soil pollutants -- -- -- ND -- --
ne
Soil pollutants Styrene -- -- -- ND -- --
Soil pollutants Toluene -- -- -- ND -- --
M-para-
Soil pollutants -- -- -- ND -- --
xylene
Soil pollutants O-xylene -- -- -- ND -- --
Nitrobenzen
Soil pollutants -- -- -- ND -- --
e
Soil pollutants Aniline -- -- -- ND -- --
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China Merchants Port Group Co., Ltd. Annual Report 2022
2-
Soil pollutants Chlorophen -- -- -- ND -- --
ol
Benzo (a)
Soil pollutants -- -- -- ND -- --
anthracene
Benzo (a)
Soil pollutants -- -- -- ND -- --
pyrene
Benzo (b)
Soil pollutants fluoranthen -- -- -- ND -- --
e
Benzo (k)
Soil pollutants fluoranthen -- -- -- ND -- --
e
1, 2-
Soil pollutants Benzophena -- -- -- ND -- --
nthrene
Dibenzo (a,
Soil pollutants h) -- -- -- ND -- --
anthracene
Indeno
Soil pollutants (1,2,3-cd) -- -- -- ND -- --
pyrene
Naphthalen
Soil pollutants -- -- -- ND -- --
e
Petroleum
hydrocarbo
Soil pollutants -- -- -- 30 -- --
ns (C10-
C40)
Soil pollutants pH -- -- -- 3.56 -- --
Moisture
Soil pollutants -- -- -- 34.9 -- --
content
Zhanjia Soil pollutants Arsenic -- -- -- 8.23 Soil -- -- No
ng Port Environmental excessive
Petroch Soil pollutants Cadmium -- -- -- 0.64 Quality— -- -- discharge
110
China Merchants Port Group Co., Ltd. Annual Report 2022
emical Standards for
Termin Chromium Soil
al Co., Soil pollutants -- -- -- ND Contamination -- --
Ltd. (hexavalent Risk Control of
(Key Land for
soil ) Construction
supervi Soil pollutants -- -- -- 43 (Provisional) -- --
sion Copper (GB36600-
unit and Soil pollutants -- -- -- 36.3 2018) — -- --
other Lead Standards for
key Soil pollutants -- -- -- 0.269 Category II -- --
Mercury
polluta Land Use
nt Soil pollutants -- -- -- 21 -- --
Nickel
dischar
ge unit)
Carbon
Soil pollutants tetrachlorid -- -- -- ND -- --
e
Soil pollutants Chloroform -- -- -- ND -- --
Methyl
Soil pollutants -- -- -- ND -- --
chloride
1, 1-
Soil pollutants Dichloroeth -- -- -- ND -- --
ane
1, 2-
Soil pollutants Dichloroeth -- -- -- ND -- --
ane
1, 1-
Soil pollutants Dichloroeth -- -- -- ND -- --
ylene
Cis-1, 2-
Soil pollutants dichloroeth -- -- -- ND -- --
ylene
Trans-1, 2-
Soil pollutants dichloroeth -- -- -- ND -- --
ylene
Dichlorome
Soil pollutants -- -- -- ND -- --
thane
1, 2-
Soil pollutants Dichloropro -- -- -- ND -- --
pane
111
China Merchants Port Group Co., Ltd. Annual Report 2022
1, 1, 1, 2-
Soil pollutants Tetrachloro -- -- -- ND -- --
ethane
1, 1, 2, 2-
Soil pollutants Tetrachloro -- -- -- ND -- --
ethane
Tetrachloro
Soil pollutants -- -- -- ND -- --
ethylene
1, 1, 1-
Soil pollutants Trichloroet -- -- -- ND -- --
hane
1, 1, 2-
Soil pollutants Trichloroet -- -- -- ND -- --
hane
Trichloroet
Soil pollutants -- -- -- ND -- --
hylene
1, 2, 3-
Soil pollutants Trichloropr -- -- -- ND -- --
opane
Vinyl
Soil pollutants -- -- -- ND -- --
chloride
Soil pollutants Benzene -- -- -- ND -- --
Chlorobenz
Soil pollutants -- -- -- ND -- --
ene
1, 2-
Soil pollutants Dichlorobe -- -- -- ND -- --
nzene
1, 4-
Soil pollutants Dichlorobe -- -- -- ND -- --
nzene
Ethylbenze
Soil pollutants -- -- -- ND -- --
ne
Soil pollutants Styrene -- -- -- ND -- --
Soil pollutants Toluene -- -- -- ND -- --
112
China Merchants Port Group Co., Ltd. Annual Report 2022
M-para-
Soil pollutants -- -- -- ND -- --
xylene
Soil pollutants O-xylene -- -- -- ND -- --
Nitrobenzen
Soil pollutants -- -- -- ND -- --
e
Soil pollutants Aniline -- -- -- ND -- --
2-
Soil pollutants Chlorophen -- -- -- ND -- --
ol
Benzo (a)
Soil pollutants -- -- -- ND -- --
anthracene
Benzo (a)
Soil pollutants -- -- -- ND -- --
pyrene
Benzo (b)
Soil pollutants fluoranthen -- -- -- ND -- --
e
Benzo (k)
Soil pollutants fluoranthen -- -- -- ND -- --
e
1, 2-
Soil pollutants Benzophena -- -- -- ND -- --
nthrene
Dibenzo (a,
Soil pollutants h) -- -- -- ND -- --
anthracene
Indeno
Soil pollutants (1,2,3-cd) -- -- -- 0.001 -- --
pyrene
Naphthalen
Soil pollutants -- -- -- ND -- --
e
Petroleum
hydrocarbo
Soil pollutants -- -- -- 89 -- --
ns (C10-
C40)
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China Merchants Port Group Co., Ltd. Annual Report 2022
Soil pollutants pH -- -- -- 8.24 -- --
2, 4-
Soil pollutants Dinitrophen -- -- -- ND -- --
ol
2, 4-
Soil pollutants Dichloroph -- -- -- ND -- --
enol
Di (2-
Soil pollutants ethylhexyl) -- -- -- ND -- --
phthalate
Benzyl
butyl
Soil pollutants -- -- -- ND -- --
phthalate
(BBP)
Di-n-octyl
Soil pollutants phthalate -- -- -- ND -- --
(DnOP)
Polychlorin
ated
Soil pollutants biphenyl -- -- -- ND -- --
(PCB)
(total)
4. Treatment of pollutants
During the Reporting Period, the pollution treatment facilities for wastewater and exhaust gas of the
enterprises controlled by the Company ran normally, with pollutants discharged in a compliant
manner. In 2022, there were 20 new wastewater treatment facilities, boosting the treatment capacity
of sewage treatment facilities by 23.5%. Additionally, volatile organic compounds were vigorously
treated by ensuring that facilities for volatile organic compounds ran normally. Moreover, sound-
proof walls were well maintained to ensure that the noise at the plant boundary met the standards.
Information on units with heavy pollutant discharge needs controlled by the Company is as follows:
(1) The first branch of Zhanjiang Port has a production sewage treatment system, with a treatment
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China Merchants Port Group Co., Ltd. Annual Report 2022
capacity of 5,800 m3/d. The treated sewage is used for watering and dust control in the port area. The
third branch of Zhanjiang Port has a production sewage treatment plant, with a treatment capacity of
4,500 m3/d. The treated sewage is used for watering and dust control in the port area. The above-
mentioned facilities are in normal operation.
(2) Both the first and third branches of Zhanjiang Port use water spray, water mist spray, sprinklers,
and other facilities to meet the demand for dust control throughout the operation. The stockpiles are
fully covered, and the dust control management of static storage and dynamic operation is
strengthened to reduce dust emissions to the maximum. Specifically, the first branch owns a dust-free
and sound-proof wall with a length of 160 meters and a height of 12 meters on the boundary of the
plant. It is also equipped with 15 simple spray towers, 25 mobile remote fog machines, and two
mobile dust suppression funnels. The third branch has two wind-proof dust suppression walls, 350
and 427 meters long, respectively. It also has four mobile spray guns, 14 spray towers, 12 fixed
sprayers, three sprinkler systems, and one dry mist dust suppression system for bucket-wheel
machines. The above-mentioned facilities are in normal operation.
(3) Zhanjiang Port Petrochemical Terminal Co., Ltd. has two production wastewater treatment
systems and one domestic wastewater treatment system, both of which are in normal operation. It
completed the inspection and acceptance of the oil and gas recycling equipment for three 1,000-ton
berths and departure platforms. Moreover, it is advancing the implementation of the construction of
the oil and gas recycling equipment for a 10,000-ton loading berth.
(4) The first and third branches of Zhanjiang Port as well as Zhanjiang Port Petrochemical Terminal
Co., Ltd. provide seven special rooms for storing hazardous waste. All the rooms are protected against
thunder, wind, rain, sunlight, and seepage and are equipped with surveillance equipment in the
surrounding places. A qualified third party is entrusted to transport the waste in a timely and compliant
manner.
5. Environmental self-monitoring program
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China Merchants Port Group Co., Ltd. Annual Report 2022
During the Reporting Period, enterprises under the Company that are subject to the pollutant
discharge permits formulated self-monitoring plans as per laws, regulations, and pollutant discharge
permits and self-monitored soil. As a result, the monitoring results indicated that all indicators met
the standards. Information on units with heavy pollutant discharge needs controlled by the Company
is as follows:
(1) The first branch of Zhanjiang Port developed a soil self-monitoring plan, by which it conducted
soil monitoring. The soil monitoring was completed in August 2022, and the monitoring report was
submitted to the ecological and environmental authorities and released online.
(2) The third branch of Zhanjiang Port developed a soil self-monitoring plan, by which it conducted
soil monitoring. The soil monitoring was completed in August 2022, and the monitoring report was
submitted to the ecological and environmental authorities and released online.
(3) Zhanjiang Port Petrochemical Terminal Co., Ltd. developed a soil self-monitoring plan, by which
it conducted soil monitoring. The soil monitoring was completed in August 2022, and the monitoring
report was submitted to the ecological and environmental authorities and released online.
6. Contingency plan for environmental emergencies
During the Reporting Period, CMPort revised the Contingency Plan of CMPort for Environmental
Emergencies, and all enterprises controlled by the Company prepared a contingency plan for
environmental emergencies as required. Units with heavy pollutant discharge needs filed
environmental emergencies at local ecological and environmental bureaus as required. Details are as
follows:
(1) Contingency Plan for Environmental Emergencies of Zhanjiang Port (Group) Co., Ltd. Filing No.
440803-2020-0036-H
(2) Contingency Plan for Environmental Emergencies of the First Branch of Zhanjiang Port (Group)
Co., Ltd. Filing No. 440803-2021-0025-M
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China Merchants Port Group Co., Ltd. Annual Report 2022
(3) Contingency Plan for Environmental Emergencies of the Third Branch of Zhanjiang Port (Group)
Co., Ltd. Filing No. 440802-2022-0002-L
(4) Contingency Plan for Environmental Emergencies of Zhanjiang Port Petrochemical Terminal Co.,
Ltd. Filing No. 440803-2021-0040-H
7. Input in environmental governance and protection and payment of environmental protection
tax
The Company constantly increases its input into environmental protection to make sure that various
pollutants constantly meet the standards and thus contribute to business sustainability. During the
Reporting Period, the Company spent RMB228.7 million on environmental protection and paid
RMB4.8792 million for environmental protection tax in full in time as per laws and regulations.
8. Measures taken to decrease carbon emission in the Reporting Period and corresponding
effects
CMPort vigorously responds to and implements the national requirements as well as the requirements
of CMG for carbon peak and carbon neutrality by developing and releasing the Action Plan of CMPort
for Achieving Carbon Peak and Carbon Neutrality. Additionally, it also proposes the goals of
“achieving carbon peak by 2028 and carbon neutrality by 2060”. In 2022, CMPort implemented 55
carbon emission reduction projects, enabling an emission cut of 82,300 tons every year.
9. Administrative penalties for environmental problems during the Reporting Period
□ Applicable √ Not applicable
10. Other environmental information that should be disclosed
None
11. Other information related to environmental protection
None
II Corporate Social Responsibility (CSR)
Always upholding the principle of sustainable development and performing its social responsibilities
proactively, the Company promotes its sustainable development with efforts in continuously
strengthening environment governance, safeguarding the rights and interests of its employees,
attaching importance to occupational health, participating in charitable activities, and responding to
rural revitalization.
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China Merchants Port Group Co., Ltd. Annual Report 2022
The Company is always committed to take on historical missions and has a strong sense of social
responsibilities. During our journey of growth and development, we never steer away from the
original goal. We take the lead to address social problems, continue to seek for the matching point
for mutual development with the society and explore appropriate models for conducting charitable
business that meets the needs of the current generation. By leveraging our core strengths to launch
professional charitable activities, support regional development and preserve fine cultures, we will
incorporate social development needs into our daily operation activities and join hands with even
more partners to create a harmonious society and promote social progress.
In 2022, the Company continued to build the “C-Blue” charity brand, carry out C-Blue Training
Programme, provide care for left-behind children, and contribute to rural revitalisation. Domestically,
the Company upgraded the “C-Blue Child Care Programme” to the “C-Blue Rural Education Charity
Programme”. Focusing on charitable rural education, the Company conducted further explorations.
First, it extended the programme coverage to Lianping County, Heyuan City, Guangdong Province,
by fully leveraging the paired assistance channel of Nanshan District, Shenzhen City, providing
educational assistance for approximately 7,000 teachers and students from rural schools in Wuhua
County, Meizhou City, and Lianping County, Heyuan City. Second, the Company enriched the
content of the C-Blue programme based on its programme experience by promoting a programme
combo featuring school hardware upgrading and software assistance. Specifically, it developed
growth classrooms, cloud classrooms, entertainment parks for young kids, and C-Blue Cultural Wall.
Concurrently it launched C-Blue voluntary courses, reading and growth activities, faculty support
empowerment, and growth camps. Third, the Company constantly integrated advantageous resources
of charitable enterprises in Nanshan District, Shenzhen City, including relevant authorities, charitable
institutions, and Tencent, thereby increasing the programmes’ visibility. At the same time, the
Company encourages employees to contribute their time and professionalism to benefit communities
and the environment by participating in voluntary services and activities. It works with communities
nearby in launching charity activities. In 2022, 1,739 employees of the Company participated in
voluntary activities. Overseas, the programme “China Merchants Silk Road Love Villages” jointly
launched by Colombo International Container Terminals Ltd. (CICT) and Hambantota International
Port Group (HIPG) delivered good results in Pannila and Kenda villages, Sri Lanka. Specifically, it
created nearly 800 jobs for local people, improved the living environment in local villages and local
villagers’ living standards, and thus developed new villages featuring happiness and harmony.
Hambantota International Port Group Co. Ltd. and the Department of Wildlife Conservation worked
to initiate the “Save Elephant Calves” programme to foster and protect baby elephants before they
118
China Merchants Port Group Co., Ltd. Annual Report 2022
return to nature, such as providing baby elephants at elephant transit homes with food and other
necessities. By doing so, the stability and growth of the elephant species can be safeguarded, and
CMPort can contribute its due part to the conservation of the ecosystem of elephants in Sri Lanka and
to the maintenance of biodiversity in regions where it operates.
Please refer to Sustainable Development Report of China Merchants Port Group Co., Ltd. in 2022 for
the fulfilment of social responsibilities in the Reporting Period for details.
III Consolidation and Expansion of Poverty Alleviation Outcomes, and Rural Revitalization
Zhanjiang Port, under the Company, vigorously responded to the call for poverty alleviation in 2022.
It continued to participate in the “Guangdong Poverty Alleviation Day” by donating RMB600,000 to
charitable organisations in Zhanjiang City to contribute to the rural revitalisation cause of the city. Its
remarkable contributions earned it bronzes in the “Guangdong Poverty Alleviation Red Cotton Cup”
and “Zhanjiang Municipal Poverty Alleviation Bauhinia Cup”. Zhanjiang Port is committed to doing
practical and good things for villagers. For example, it repaired the facilities of the Macheng Village
Committee, such as the escalator and guardrails of the water tower, using a targeted donation of
RMB30,000, rooting out the safety hazard. Additionally, Zhanjiang Port organised three solicitude
visits during the Spring Festival and Mid-autumn Festival, visiting 103 households in total, covering
households placed under monitoring against falling into poverty, aged Party members, and children
in need. The solicitude fund reached RMB46,000, delivering in-depth warmth and care to villagers.
To resolve travel safety issues faced by villagers and beautify the rural environment, Zhanjiang Port
applied for a targeted donation of RMB350,000 from the Zhanjiang Charity Federation to renovate
the overall road facilities in the natural village, Xinglei Village, administered by the Macheng Village
Committee. It paved the sidewalks with colourful bricks and retrofitted road lamps and chairs on both
sides of the roads. With the funding support of the China Merchants Charity Foundation, the Youth
League Committee of Zhanjiang Port launched voluntary services and activities in Macheng Village.
It donated children’s books, sports equipment, and student desks and chairs equivalent to RMB25,000.
At the same time, it visited left-behind children from ten households and children in single-parent
families in need and brought them school supplies and nutritious food.
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China Merchants Port Group Co., Ltd. Annual Report 2022
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China Merchants Port Group Co., Ltd. Annual Report 2022
Part VI Significant Events
I Fulfilment of Commitments
1. Commitments of the Company’s Actual Controller, Shareholders, Related Parties, and
Acquirers, as well as the Company Itself and other Entities Fulfilled in the Reporting Period or
Ongoing at the Period-end
Type of Date of Term of
Commitm Promiso Fulfil
commitme Details of commitment commitment commitme
ent r ment
nt making nt
The
commitme
nt on
safeguardi
ng
independe
nce of
CMPort is
effective
for a long
time; the
commitme
Commitm
nt on
ents on
regulating
horizontal Commitment on safeguarding independence of CMPort made by
CMGD related-
competitio CMGD and its person acting in concert Broadford Global: to
and 15 March party Ongoi
n, related- safeguard the independence of finance, institutions, business and
Broadfor 2018 transaction ng
party personnel of CMPort as well as independence and integrity of
d Global s is
transaction assets of CMPort.
effective
and capital
Commitm during the
occupation
ents made period
in when
acquisitio CMGD
n and its
document persons
s or acting in
shareholdi concert
ng possess
alteration control
document power
s over the
Company
Commitment on regulating related-party transaction made by The
CMGD and corresponding persons acting in concert- Broadford commitme
Global: 1. CMGD/Broadford Global will make a great effort to nt on
reduce related-party transaction between CMGD/Broadford safeguardi
Commitm Global and its related parties as well as CMPort. Inevitable ng
ents on business dealings or transactions shall be conducted as per independe
horizontal marketization principle and fair price and the obligation of nce of
CMGD
competitio information disclosure shall be fulfilled pursuant to provisions; CMPort is
and
n, related- 2. CMGD/Broadford Global and its related parties ensure they 15 March effective Ongoi
Broadfor
party will strictly observe related stipulations of laws, regulations, 2018 for a long ng
d Global
transaction normative documents and Articles of Association of CMPort and time; the
and capital equally execute shareholders' rights and fulfil shareholders' commitme
occupation obligations together with other shareholders in line with legal nt on
program as well as won't seek improper interest with actual regulating
controller's status or damage legitimate interest of CMPort and related-
other shareholders; 3. The above commitment is continuously party
effective during the period when CMGD/Broadford Global has transaction
the right to control CMPort. In case of losses incurred by s is
121
China Merchants Port Group Co., Ltd. Annual Report 2022
CMGD/Broadford Global failing to fulfil the above commitment effective
to CMPort, CMGD will bear corresponding compensation during the
responsibility. period
when
CMGD
and its
persons
acting in
concert
possess
control
power
over the
Company
Commitment on regulating related-party transaction: 1. China
Merchants Group will try its best to reduce related-party
transaction between it and its related parties and CMPort.
Inevitable business dealings or transactions shall be conducted
as per marketization principle and fair price and the obligation
Commitm of information disclosure shall be fulfilled pursuant to
Effective
ents on provisions; 2. China Merchants Group ensure they will strictly
until no-
horizontal observe related stipulations of laws, regulations, normative
longer to
competitio documents and Articles of Association of CMPort and equally
15 March be the Ongoi
CMG n, related- execute shareholders' rights and fulfil shareholders' obligations
2018 actual ng
party together with other shareholders in line with legal program as
controller
transaction well as won't seek improper interest with actual controller's
of the
and capital status or damage legitimate interest of CMPort and other
Company
occupation shareholders; 3. The above commitment is continuously
effective during the period when China Merchants Group has the
right to control CMPort. In case of losses incurred by China
Merchants Group failing to fulfil the above commitment to
CMPort, China Merchants Group will bear corresponding
compensation responsibility.
1. CMPort shares obtained by purchasing assets with shares
issued this time are forbidden to be transferred or transacted in
the market before the latter one between the date arising 36
months after the date when CMPort shares gained by CMPID
based on this transaction are registered under the name of
CMPID and the date when fulfilment of compensation
obligations set forth in the Impairment Compensation Agreement
for Issuing Shares To Purchase Assets signed by and between
CMPID and CMPort, separately and its supplementary
agreement (if any) is over (except for repurchasing or presenting
shares pursuant to Impairment Compensation Agreement for
Issuing Shares To Purchase Assets and its supplementary
agreement (if any)); 2. In case of closing price of CMPort stocks
Commitm being lower than issue price for consecutive 20 transaction days
Commitm within 6 months after completion of the transaction or such
ents made
in time of
ent on closing price being lower than issue price at the end of the 6th 26 December 25 June Fulfill
CMPID restriction month after completion of the transaction, the lockup period of
asset 2018 2022 ed
on share CMPort stocks held by CMPID will be automatically lengthened
restructuri
ng
trading for at least 6 months; 3. CMPort shares which derive from
consideration shares obtained by CMPID based on the
transaction during the lockup period due to CMPort distributing
stock dividend and capital reserve converted into increased
capital shall be subject to the commitment regarding the above
restricted stock trade period; 4. In case that the transaction is
placed on file for investigation and prosecution by judiciary
authorities as well as registered and investigated by CSRC
because false record, misleading statement or important
omission happens to provided or disclosed information, CMPID
won't transfer its shares with rights and interests at CMPort
before case investigation conclusion is drawn; 5. In case that
lockup period set forth in the commitment is inconsistent with
regulatory opinions from securities market supervision
department or lockup period required by related provisions,
122
China Merchants Port Group Co., Ltd. Annual Report 2022
CMPID shall adjust the above lockup period pursuant to
regulatory opinions from relevant securities market supervision
department and related provisions. 6. After the above lockup
period expires, CMPID shall observe provisions of laws and
regulations, related rules of Shenzhen Stock Exchange as well as
Articles of Association of CMPort in case of reducing shares
held by it.
Commitment on avoiding horizontal competition: 1. CMPID and
other enterprise controlled by CMPID fail to engage in or
participate in business or activity which is similar with and
constitutes or likely constitutes competitive relation with main
business conducted by CMPort and the enterprise controlled by
it now; 2. CMPID will try its best to promote CMPID and other
enterprise controlled by CMPID not to directly or indirectly
engage in or participate in or assist to engage in or participate in
any business or activity which constitutes or likely constitutes
competitive relation with main business conducted by CMPort
and the enterprise controlled by it now and in the future
independently or together with others; 3. In case of discovering
any new business opportunity which constitutes or likely
constitutes direct or indirect competitive relation with main
business of CMPort or the enterprise controlled by it, CMPID or
CMPID and other enterprise controlled by it will immediately
notify CMPort in written as well as make a great effort to
promote such business opportunity to be provided to CMPort or
the enterprise controlled by it firstly according to reasonable and
Commitm
fair terms and conditions; 4. In case of CMPort or the enterprise Effective
ents on
controlled by it waiving such competitive new business until no-
horizontal
opportunity and CMPID or/and other enterprise controlled by it longer to
competitio
engaging in such competitive business, CMPort or the enterprise be the Ongoi
CMPID n, related- 26 July 2018
controlled by it will have the right to purchase any stock rights, largest ng
party
assets or other rights and interests in the above competitive shareholde
transaction
business from CMPID or/and other enterprise controlled by it r of the
and capital
once or several times at any moment, or CMPort will select Company
occupation
entrusted operation, leasing or contract operation of assets or
businesses of CMPID or/and other enterprise controlled by it in
the above competitive business as per the mode permitted by
national laws and regulations; 5. When CMPID and other
enterprise controlled by it plans to transfer, sell, rent out, conduct
licensed use of or transfer or allow to use assets and businesses
which constitutes or likely constitutes direct or indirect
competitive relationship with main business of CMPort or the
enterprise controlled by it in other way, CMPID and other
enterprise controlled by it will provide the right of priority
assignment to CMPort or the enterprise controlled by it and
promise to make a great effort to promote other enterprise
controlled by CMPID provide CMPort or the enterprise
controlled by it with the right of priority assignment under the
above situation; 6. As of the date when the commitment letter is
provided, CMPID promises to compensate all actual losses,
damages and expenses arising from violation of any clause in the
commitment letter by CMPID or the enterprise controlled by it
to CMPort or the enterprise controlled by it.
Commitment on regulating related-party transaction: 1. CMPID
and other enterprise controlled by it will make a great effort to
Commitm avoid and reduce related-party transaction between CMPort and Effective
ents on economic entity controlled by it; 2. CMPID and other enterprise until no-
horizontal controlled by it will exercise stockholder's rights in accordance longer to
competitio with related provisions of relevant laws and regulations as well be the Ongoi
CMPID n, related- as Articles of Association of CMPort and fulfil the obligation of 26 July 2018 largest ng
party vote avoidance at the moment of voting for related-party shareholde
transaction transactions involved by CMPID and other enterprise controlled r of the
and capital by it at the stockholders' meeting; 3. As for related-party Company
occupation transaction which is inevitable or occurs due to reasonable
reason, CMPID will carry out transaction pursuant to the
principle of openness, fairness and justice for market transaction
123
China Merchants Port Group Co., Ltd. Annual Report 2022
and based on fair and reasonable market price, perform related-
party transaction decision-making process and legally fulfil
information disclosure obligation to safeguard benefits of
CMPort and other shareholders of CMPort in line with
provisions of laws, regulations, normative documents and
Articles of Association of CMPort; 4. It's ensured that no
legitimate interest of CMPort and other shareholders of CMPort
is damaged by related-party transaction based on status and
influence of CMPort; 5. CMPID will promote other enterprise
controlled by it to observe the commitment of Subparagraph 1-
4; 6. In case of CMPID and other enterprise controlled by it
violating the above commitment, causing rights and interests of
CMPort and its shareholders are damaged, CMPID will take
corresponding compensation responsibility according to law.
Commitment about keeping independence of CMPort: 1. After
the transaction is completed, CMPID will strictly observe related
provisions regarding independence of listed Companies from
CSRC and won't violate standard operating procedures of
CMPort based on the first majority shareholder, conduct
excessive intervention of operation and management activities of
CMPort and its subsidiary, embezzle benefits of CMPort and its
Commitm
subsidiary or damage legitimate interest of CMPort and other Effective
ents on
shareholders; 2. CMPID will ensure CMPort is independent from until no-
horizontal
CMPID and related parties in the aspects of business, asset, longer to
competitio
finance, personnel and institution; 3. CMPID ensures be the Ongoi
CMPID n, related- 26 July 2018
independence of CMPort, CMPID and other enterprise largest ng
party
controlled by it fail to occupy capitals and resources of CMPort shareholde
transaction
based on violation in any way and will strictly observe r of the
and capital
provisions of rules and regulations for avoiding occupation of Company
occupation
related party funds from CMPort as well as related laws,
regulations and normative documents; 4. The commitment letter
takes effect as of the signature date of CMPID as well as is
legally binding upon CMPID. CMPID ensures it will strictly
fulfil various commitments in the commitment letter and will
take corresponding legal responsibility for losses incurred to
CMPort due to violation of related commitment.
Commitment on avoiding horizontal competition: 1. China
Merchants Group and the enterprise controlled by it (excluding
CMPort Holdings and the enterprise controlled it) fail to engage
in or participate in any business or activity which is similar with
and constitutes or likely constitute direct or indirect competitive
relationship with main business conducted by CMPort and the
enterprise controlled by it now; 2. China Merchants Group will
try its best to promote enterprises controlled by it(except for
CMPort and the enterprise controlled by it) not to directly or
indirectly engage in or participate in or assist to engage in or
Commitm participate in any business or activity which constitutes or likely
constitutes competitive relation with main business conducted by Effective
ents on
CMPort and the enterprise controlled by it now and in the future until no-
horizontal
independently or together with others; 3. In case of discovering longer to
competitio
any new business opportunity which constitutes and likely 26 July 2018 be the Ongoi
CMG n, related-
constitutes direct or indirect competitive relation with main actual ng
party
business of CMPort or the enterprise controlled by it, China controller
transaction
Merchants Group or enterprise controlled by it(except for of the
and capital
CMPort and the enterprise controlled by it) will immediately Company
occupation
notify CMPort in written as well as make a great effort to
promote such business opportunity to be provided to CMPort or
the enterprise controlled by it firstly according to reasonable and
fair terms and conditions; 4. In case of CMPort or the enterprise
controlled by it waives such competitive new business
opportunity and China Merchants Group or the enterprise
controlled by it (except for CMPort and the enterprise controlled
by it) engaging in such competitive business, CMPort or the
enterprise controlled by it will be entitled to purchase any
equities, assets and other rights and interests in the above
competitive business from China Merchants Group or the
124
China Merchants Port Group Co., Ltd. Annual Report 2022
enterprise controlled by it (except for CMPort and the enterprise
controlled by it) once or several times at any moment or CMPort
will select entrusted operation, leasing or contract operation of
assets or businesses of China Merchants Group or the enterprise
controlled by it (except for CMPort and the enterprise controlled
by it) in the above competitive business according to the mode
permitted by national laws and regulations; 5. When China
Merchants Group and the enterprise controlled by it (except for
CMPort and the enterprise controlled by it) plans to transfer, sell,
lease, allow to use or transfer or allow to use asset and business
which constitutes or likely constitutes direct or indirect
competitive relationship with main business of CMPort or the
enterprise controlled by it in other way, China Merchants Group
and the enterprise controlled by it (except for CMPort and the
enterprise controlled by it) will provide the right of priority
assignment for CMPort or the enterprise controlled by it and
promise to make a great effort to promote the enterprise
controlled by China Merchants Group to provide the of priority
assignment for CMPort or the enterprise controlled by it under
the above situation; 6. As of the date when the commitment letter
is provided, China Merchants Group promises to compensate all
actual losses, damages and expenses arising from violation of
any clause in the commitment letter by China Merchants Group
or the enterprise controlled by it to CMPort or the enterprise
controlled by it.
Commitment on regulating related-party transaction: 1. China
Merchants Group and other enterprise controlled by it will make
a great effort to avoid and reduce related-party transaction
between CMPort and economic entity controlled by it; 2. China
Merchants Group and other enterprise controlled by it will
exercise stockholder's rights in accordance with related
provisions of relevant laws and regulations as well as Articles of
Association of CMPort and fulfil the obligation of vote
avoidance at the moment of voting for related-party transactions
involved by China Merchants Group and other enterprise
Commitm controlled by it at the stockholders' meeting; 3. As for related
Effective
ents on transaction which is inevitable or occurs due to reasonable
until no-
horizontal reason, China Merchants Group will carry out transaction
longer to
competitio pursuant to the principle of openness, fairness and justice for
be the Ongoi
CMG n, related- market transaction and based on fair and reasonable market 26 July 2018
actual ng
party price, perform related-party transaction decision-making process
controller
transaction and legally fulfil information disclosure obligation to safeguard
of the
and capital benefits of CMPort and other shareholders of CMPort in line
Company
occupation with provisions of laws, regulations, normative documents and
Articles of Association of CMPort; 4. It's ensured that no
legitimate interest of CMPort and other shareholders of CMPort
is damaged by related-party transaction based on status and
influence of CMPort; 5. China Merchants Group promotes other
enterprise controlled by it to observe the commitment set forth
in Subparagraph 1-4 above; 6. In case of China Merchants Group
and other enterprise controlled by it violating the above
commitment, causing rights and interests of CMPort and its
shareholders are damaged, China Merchants Group will take
corresponding compensation responsibility according to law.
Commitment about keeping independence of CMPort: 1. After
Commitm the transaction is completed, China Merchants Group will
strictly observe related provisions regarding independence of Effective
ents on
listed companies from CSRC and won't violate standard until no-
horizontal
operating procedures of CMPort based on actual controller's longer to
competitio
status, conduct excessive intervention of operation and 26 July 2018 be the Ongoi
CMG n, related-
management activities of CMPort and its subsidiary, embezzle actual ng
party
benefits of CMPort and its subsidiary or damage legitimate controller
transaction
interest of CMPort and other shareholders; 2. China Merchants of the
and capital
Group will ensure CMPort is independent from China Merchants Company
occupation
Group and related parties in the aspects of business, asset,
finance, personnel and institution; 3. China Merchants Group
125
China Merchants Port Group Co., Ltd. Annual Report 2022
ensures independence of CMPort, China Merchants Group and
other enterprise controlled by it fail to occupy capitals and
resources of CMPort based on violation in any way and will
strictly observe provisions of rules and regulations for avoiding
occupation of related party funds from CMPort as well as related
laws, regulations and normative documents; 4. The commitment
letter takes effect as of the signature date of China Merchants
Group as well is legally binding upon China Merchants Group.
China Merchants Group ensures it will strictly fulfil various
commitments in the commitment letter and will take
corresponding legal responsibility for losses incurred to listed
Company due to violation of related commitment.
Commitment letter about perfecting the property ownership
certificate for land and house property of CMPort Holdings and
the enterprise subordinate to it: 1. China Merchants Group will
spare no effort to assist, promote and drive CMPort Holdings and
the enterprise subordinate to it to standardize, perfect and solve
ownership defects of properties such as land and house property;
2. The following situations happen to CMPort Holdings and the
enterprise subordinate to it before completion of the transaction:
(1) Land use right of ownership certificate which is being
handled, the house property failing to be timely handled (except Effective
for results incurred by force majeure, law, policy, government until no-
administration behavior and change in planned use of the land longer to
Other
instead of CMPort Holdings and the enterprise subordinate to it); be the Ongoi
CMG commitme 26 July 2018
Or (2) Land use right of ownership certificate, the property actual ng
nt
ownership certificate failing to be handled (except for results controller
incurred by force majeure, law, policy, government of the
administration behavior and change in planned use of the land of Company
CMPort Holdings and the enterprise subordinate to it); Or (3) In
case of nonstandard other land use right and house property
(except for results incurred by force majeure, law, policy,
government administration behavior and change in planned use
of the land instead of CMPort Holdings and the enterprise
subordinate to it) and encountering actual losses (including but
not limited to compensation, fine, expenditure and benefit lost),
China Merchants Group will timely and fully compensate
CMPort.
Commitment letter about real estate leased by CMPort Holdings
and the enterprise subordinate to it: In case of nonstandard
situation of the leased property significantly influencing use of
CMPort Holdings and the Company subordinate to it to engage
in operation of normal business, China Merchants Group will
actively take effective measures (including but not limited to
arranging to provide the property with identical or similar
conditions to be used for operation of related Company) to Effective
promote business operation of related Company to be conducted until no-
normally and alleviate or eliminate adverse effect; In case of longer to
Other
nonstandard of the leased property causing CMPort Holdings be the Ongoi
CMG commitme 26 July 2018
and the enterprise subordinate to it produce actual additional actual ng
nt
expenditures or losses (such as third-party compensation), China controller
Merchants Group will actively coordinate and negotiate with of the
other related party to support normal operation of CMPort Company
Holdings and the enterprise subordinate to it to the great extent
and avoid or control continuous enlargement of the damage; At
the same time, China Merchants Group agrees compensate
CMPort Holdings and the enterprise subordinate to it in cash for
actual losses incurred to CMPort Holdings and the enterprise
subordinate to it for this reason to relieve or eliminate adverse
effect.
Commitment letter about allotted land of the enterprise Effective
Other subordinate to China Merchants Port Holdings Company until no-
CMG commitme Limited from China Merchants Group: In case that the above 26 July 2018 longer to Ongoi
allotted land is withdrawn or needs to be translated into be the ng
nt
assignment land due to policy adjustment in the future after the actual
transaction is completed, China Merchants Group will actively controller
126
China Merchants Port Group Co., Ltd. Annual Report 2022
coordinate with CMPort and related companies such as China of the
Merchants Group International Port (Qingdao) Co., Ltd. and Company
Shantou CMPort Group Co., Ltd. to handle the transfer
procedure or take other feasible countermeasures. In case of any
actual loss (excluding land-transferring fees or rent, fees paid for
taking rural land, ownership registration fees, taxes and dues and
other related expenses to be paid by Chiwan Wharf or above-
mentioned related companies according to provisions of laws
and regulations) incurred to CMPort or above-mentioned related
companies for this reason, China Merchants Group will timely
and fully compensate actual loss incurred to CMPort or above-
mentioned related companies.
Commitment letter about undertaking the accreditation fees of
property ownership certificate for the perfection of the land and
house property of CMPort Holdings and the enterprise
subordinate to it: In case of defective land use right and house Effective
property involved by the Company subordinate to CMPort until no-
Holdings on account of operation (namely land use right and longer to
Other
house property of the Company subordinate to CMPort Holdings 14 September be the Ongoi
CMG commitme
without complete ownership certificate existing before the 2018 actual ng
nt
transaction is completed), incurring registration fees such as controller
taxes and dues, compensation and fine in the process of of the
perfecting legal procedures of defective land use right and house Company
property by the subordinate to CMPort Holdings, China
Merchants Group will timely and fully compensate to the
Company subordinate to CMPort Holdings for undertaking.
Commitment letter about related matters of CMPort after the
transaction is completed: After the transaction is completed,
Three to
Chiwan Wharf will become port business asset management
five years
headquarters and domestic capital operation platform of China
and CMG
Merchants Group, deeply participate in integration of domestic
is the
regional port assets and enlarge the scale of domestic listed assets
actual
Other to make net profit of CMPort Holdings (00144.HK) enjoyed as
30 September controller Ongoi
CMG commitme per the rights and interests in the consolidated statement of listed
2018 of the ng
nt Company in recent one fiscal year fail to exceed 50% net profit
Company
of consolidated statement of the listed Company and net asset of
CMPort Holdings (00144.HK) enjoyed in light of rights and
interests in the consolidated statement of listed Company in
recent one fiscal year fail to exceed 30% net asset in the
consolidated statement of the listed Company within 3-5 years
after the transaction is completed.
China Merchants Group and all its directors, supervisors and
administrative officers ensure the transaction report, its abstract,
other information provided for the transaction and application
document are true, accurate and complete without false record,
misleading statement or important omission as well as take
individual and joint legal liability for false record, misleading
statement or important omission. If the information provided or
disclosed by this transaction is suspected of false records,
misleading statements or major omissions, and is investigated by
the judicial authorities or investigated by the China Securities
Regulatory Commission (CSRC), the directors, supervisors or
Other senior managers of China Merchants Group do not transfer the Effective
Ongoi
CMG commitme shares that have interests in listed Company, and submit the 26 July 2018 continuous
ng
nt written application and stock account of the suspension of the ly
transfer to the Board of Directors of the CMPort within two
trading days after receiving the filing inspection notice, and the
Board of Directors shall apply for lock-up on behalf of the CMG
Hong Kong to the Stock Exchange and Registration and
Settlement Company. In case of failing to file a locking
application within two transaction days and after the Board of
Directors is authorized for verification, identity information and
account information on directors, supervisors or administrative
officers of China Merchants Group will be directly submitted to
Stock Exchange and Registration and Settlement Company with
locking applied; In case of Board of Directors failing to submit
127
China Merchants Port Group Co., Ltd. Annual Report 2022
identity information and account information on directors,
supervisors or administrative officers of China Merchants Group
to Stock Exchange and Registration and Settlement Company,
Stock Exchange and Registration and Settlement Company will
be authorized to directly lock related shares. In case that the
situation of violating laws and rules is found upon investigation
conclusion, directors, supervisors or administrative officers of
China Merchants Group promise locked shares are voluntarily
used for compensating related investors.
1. CMG Hong Kong ensures related information provided for the
transaction is true, accurate and complete without false record,
misleading statement or important omission; 2. CMG Hong
Kong ensures the data provided to CMPort and all intermediary
organs participating in the transaction is true, accurate and
complete original written data or data copy. Data copy is
consistent with original data and signature and seal of all the
documents are true. The signatory of such documents is legally
authorized and effectively signs such documents without any
false record, misleading statement or important omission; 3.
CMG Hong Kong ensures descriptions and confirmations issued
for the transaction is true, accurate and complete without false
record, misleading statement or important omission; 4. CMG
Hong Kong ensures that statutory disclosure and report
obligation has been performed, and no contracts, agreements,
arrangements or miscellaneous that should have been disclosed
exists; 5. The CMG Hong Kong made the commitment that if the
information provided or disclosed by this transaction is
suspected of false records, misleading statements or major
omissions, and is investigated by the judicial authorities or
investigated by the China Securities Regulatory Commission
(CSRC), it does not transfer the shares that have interests in listed
Company, and submit the written application and stock account
CMG Other Effective
of the suspension of the transfer to the Board of Directors of the Ongoi
Hong commitme 26 July 2018 continuous
CMPort within two trading days after receiving the filing ng
Kong nt ly
inspection notice, and the Board of Directors shall apply for
lock-up on behalf of the CMG Hong Kong to the Stock Exchange
and Registration and Settlement Company. In case of failing to
file a locking application within two transaction days and after
the Board of Directors is authorized for verification, identity
information and account information on CMG Hong Kong will
be directly submitted to Stock Exchange and Registration and
Settlement Company with locking applied; In case of Board of
Directors failing to submit identity information and account
information on CMG Hong Kong to Stock Exchange and
Registration and Settlement Company, Stock Exchange and
Registration and Settlement Company will be authorized to
directly lock related shares. If the investigation finds that there is
a violation of the law, CMG Hong Kong committed to lock the
shares voluntarily for the relevant investor compensation; 6. If
CMG Hong Kong promises to related document, data and
information provided in the reorganization process aren't true,
accurate or complete or are with false record, misleading
statement or important omission, CMG Hong Kong is willing to
legally bear corresponding legal responsibility; 7. In case of
CMG Hong Kong violating the above promise, incurring losses
to CMPort, CMG Hong Kong will take corresponding
compensation responsibility.
1. CMPID ensures related information provided for the
transaction is true, accurate and complete without false record,
misleading statement or important omission; 2. CMPID ensures
Other the data provided to CMPort and all intermediary organs Effective
Ongoi
CMPID commitme participating in the transaction is true, accurate and complete 26 July 2018 continuous
ng
nt original written data or data copy. Data copy is consistent with ly
original data and signature and seal of all the documents are true.
The signatory of such documents is legally authorized and
effectively signs such documents without any false record,
128
China Merchants Port Group Co., Ltd. Annual Report 2022
misleading statement or important omission; 3. CMPID ensures
description and confirmation provided for the transaction are
true, accurate and complete without any false record, misleading
statement or important omission; 4. CMPID ensures that
statutory disclosure and report obligation has been performed,
and no contracts, agreements, arrangements or miscellaneous
that should have been disclosed exists; 5. The CMPID made the
commitment that if the information provided or disclosed by this
transaction is suspected of false records, misleading statements
or major omissions, and is investigated by the judicial authorities
or investigated by the China Securities Regulatory Commission
(CSRC), it does not transfer the shares that have interests in
CMPort, and submit the written application and stock account of
the suspension of the transfer to the Board of Directors of the
CMPort within two trading days after receiving the filing
inspection notice, and the Board of Directors shall apply for
lock-up on behalf of the CMG Hong Kong to the Stock Exchange
and Registration and Settlement Company. If the application for
lock-up is not submitted within two transaction days, the Board
of Directors is authorized to verify and submit the identity
information and account information of CMPID directly to the
Stock Exchange and Registration and Settlement Company and
apply for lock-up; If the Board of Directors fails to submit the
identity information and account information of the CMPID to
the Stock Exchange and Registration and Settlement Company,
then the Stock Exchange and Registration and Settlement
Company shall be authorized to directly lock the relevant shares.
If the investigation finds that there is a violation of the law,
CMPID committed to lock the shares voluntarily for the relevant
investor compensation; 6. If CMPID promises to related
document, data and information provided in the reorganization
process aren't true, accurate or complete or are with false record,
misleading statement or important omission, CMPID is willing
to legally bear corresponding legal responsibility; 7. In case of
CMPID violating the above commitment, incurring losses to
CMPort, CMPID will take corresponding compensation
responsibility.
1. CMPort Holdings ensures related information provided for the
transaction is true, accurate and complete without false record,
misleading statement or important omission; 2. CMPort
Holdings ensures the data provided to CMPort and all
intermediary organs participating in the transaction is true,
accurate and complete original written data or data copy. Data
copy is consistent with original data and signature and seal of all
the documents are true. The signatory of such documents is
legally authorized and effectively signs such documents without
any false record, misleading statement or important omission; 3.
CMPort Holdings ensures description and confirmation provided
CMPort Other Effective
for the transaction are true, accurate and complete without any Ongoi
Holding commitme 26 July 2018 continuous
false record, misleading statement or important omission; 4. ng
s nt ly
CMPort Holdings ensures that statutory disclosure and report
obligation has been performed, and no contracts, agreements,
arrangements or miscellaneous that should have been disclosed
exists; 5. CMPort Holdings made the commitment that if the
information provided or disclosed by this transaction is
suspected of false records, misleading statements or major
omissions, and is investigated by the judicial authorities or
investigated by the China Securities Regulatory Commission
(CSRC); CMPort Holdings committed that if CMPort Holdings
violated the above promise, incurring losses to CMPort, CMPort
Holdings will take corresponding compensation responsibility.
1. China Merchants Group ensures related information provided
Other for the transaction is true, accurate and complete without false Effective
Ongoi
CMG commitme record, misleading statement or important omission; 2. China 26 July 2018 continuous
ng
nt Merchants Group ensures the data provided to CMPort and all ly
intermediary organs participating in the transaction is true,
129
China Merchants Port Group Co., Ltd. Annual Report 2022
accurate and complete original written data or data copy. Data
copy is consistent with original data and signature and seal of all
the documents are true. The signatory of such documents is
legally authorized and effectively signs such documents without
any false record, misleading statement or important omission; 3.
China Merchants Group ensures descriptions and confirmations
issued for the transaction is true, accurate and complete without
false record, misleading statement or important omission; 4.
China Merchants Group ensures that statutory disclosure and
report obligation has been performed, and no contracts,
agreements, arrangements or miscellaneous that should have
been disclosed exists; 5. China Merchants Group made the
commitment that if the information provided or disclosed by this
transaction is suspected of false records, misleading statements
or major omissions, and is investigated by the judicial authorities
or investigated by the China Securities Regulatory Commission
(CSRC), it does not transfer the shares that have interests in
CMPort, and submit the written application and stock account of
the suspension of the transfer to the Board of Directors of the
CMPort within two trading days after receiving the filing
inspection notice, and the Board of Directors shall apply for
lock-up on behalf of China Merchants Group to the Stock
Exchange and Registration and Settlement Company. In case of
failing to file a locking application within two transaction days
and after the Board of Directors is authorized for verification,
identity information and account information of China
Merchants Group will be directly submitted to Stock Exchange
and Registration and Settlement Company with locking applied;
In case of Board of Directors failing to submit identity
information and account information of China Merchants Group
to Stock Exchange and Registration and Settlement Company,
Stock Exchange and Registration and Settlement Company will
be authorized to directly lock related shares. If the investigation
finds that there is a violation of the law, China Merchants Group
committed to lock the shares voluntarily for the relevant investor
compensation; 6. If China Merchants Group promises to related
document, data and information provided in the reorganization
process aren't true, accurate or complete or are with false record,
misleading statement or important omission, China Merchants
Group is willing to legally bear corresponding legal
responsibility; In case of China Merchants Group violating the
above promise, incurring losses to CMPort, China Merchants
Group will take corresponding compensation responsibility.
Chiwan Wharf and all its directors, supervisors and
administrative officers ensure the transaction report, its abstract,
other information provided for the transaction and application
document are true, accurate and complete without false record,
misleading statement or important omission as well as take
individual and joint legal liability for false record, misleading
Chiwan statement or important omission. If the information provided or
Wharf disclosed by this transaction is suspected of false records,
and all misleading statements or major omissions, and is investigated by
directors the judicial authorities or investigated by the China Securities
Other Regulatory Commission (CSRC), the directors, supervisors, or Effective
, Ongoi
commitme senior managers of Chiwan Wharf do not transfer the shares that 26 July 2018 continuous
supervis ng
nt have interests in CMPort, and submit the written application and ly
ors and
senior stock account of the suspension of the transfer to the Board of
manage Directors of the CMPort within two trading days after receiving
ment the filing inspection notice, and the Board of Directors shall
apply for lock-up on behalf of them to the Stock Exchange and
Registration and Settlement Company. In case of failing to file a
locking application within two transaction days and after the
Board of Directors is authorized for verification, identity
information and account information on directors, supervisors or
administrative officers of Chiwan Wharf will be directly
submitted to Stock Exchange and Registration and Settlement
130
China Merchants Port Group Co., Ltd. Annual Report 2022
Company with locking applied; In case of Board of Directors
failing to submit identity information and account information
on directors, supervisors or administrative officers of Chiwan
Wharf to Stock Exchange and Registration and Settlement
Company, Stock Exchange and Registration and Settlement
Company will be authorized to directly lock related shares. In
case that the situation of violating laws and rules is found upon
investigation conclusion, directors, supervisors or administrative
officers of Chiwan Wharf promise locked shares are voluntarily
used for compensating related investors.
CND Group will irrevocably and unconditionally agrees it will
China ensure transferee of such land use right and its successor and
20 March
Nanshan assignee will be fully exempted from responsibility for the above
Other 2001; 18 June Effective
Develop matters in case of CMPort encountering losses, needing to bear Ongoi
commitme 2003; 29 continuous
ment expenses and liabilities, undergoing claim for compensation or ng
nt September ly
(Group) needing to file a lawsuit due to any actual or potential illegal and
2004
Inc. unenforceable issues incurred by land use agreement and
relevant documents signed and to be signed by it.
In order to properly solve the issue regarding the ownership of
the land of 270,692 square meters transferred to CMPort by CND
Group as a contribution, CND Group hereby irrevocably
undertakes as follows:
1. CND Group affirms the historical fact that it contributed to the
restructuring and listing of Chiwan Wharf with the right to use
Other 270,692 square meters of land in 1993. Besides, it affirms that
commitm the 270,692 square meters of land has been transferred to
ents made CMPort (formerly known as Chiwan Wharf) and the right to use
to the land is owned by CMPort. 2. CND Group will continue
minority keeping the original undertaking and ensure that the signing of
sharehold China the relevant agreement will not damage CMPort's rights and
ers Nanshan interests of 148,119 square meters of land transferred in 1993 to
Other Effective
Develop CMPort (formerly, Chiwan Wharf) as a contribution. 3. CND 2 July 2020 Ongoi
commitme continuous
ment Group will continue giving full play to its advantages to fully ng
nt ly
(Group) support land-related authorities in Shenzhen City to secure
Inc. CMPort's right to use the 270,692 square meters of land.
Moreover, CND Group will continue to actively assist CMPort
in going through the corresponding procedures for the change of
ownership of property rights and perfect legal procedures related
to the right to use the land (e.g., defining the boundary line of
land, land surveying, and claiming for the certificate of land). In
addition, CND Group undertakes to cover all costs incurred
accordingly (including the land premium). 4. All consequent
losses to CMPort shall be borne by CND Group, should the latter
break the above undertaking. Furthermore, CND Group will
shoulder all liabilities for damage, if the asset integrity of the
listed company, CMPort, is damaged.
CMPort issued 576,709,537 RMB ordinary shares (A shares) to
specific targets in a non-public manner, and the fund raised in
this non-public offering is RMB10,917,111,500. In order to
ensure that the compensation measures for the dilution of
immediate returns in this non-public offering can be effectively
implemented, in accordance with the Opinions of the General
Commitm Office of the State Council on Further Strengthening the Work of
ents made Commitm Protection of the Legitimate Rights and Interests of Minority
Effective
in time of ents when Investors in the Capital Markets (G.B.F. [2013 No. 110), the Ongoi
CMG 13 July 2021 continuous
IPO or refinancin Guiding Opinions on Matters concerning the Dilution of ng
ly
refinancin g Immediate Return in Initial Public Offering, Refinancing and
g Material Asset Restructuring (Announcement of the China
Securities Regulatory Commission [2015] No. 31) and other
laws, regulations and normative documents, as the controlling
shareholder and actual controller of the issuer of the non-public
offering, I hereby make a commitment as follows concerning the
dilution of immediate returns and compensation measures in
connection with the non-public offering:
131
China Merchants Port Group Co., Ltd. Annual Report 2022
1. I will not interfere in the operation and management activities
of the Company beyond its authority and will not encroach on its
interests.
2. From the date of issuance of this commitment to the
completion of the non-public offering of the Company, if the
regulatory authority has other requirements on the measures to
compensate the returns and the relevant provisions of the
commitment, and the commitment cannot meet the relevant
requirements of the regulatory authority, I will make a
supplementary commitment in accordance with relevant
regulations.
CMPort issued 576,709,537 RMB ordinary shares (A shares) to
specific targets in a non-public manner, and the fund raised by
this non-public offering is RMB10,917,111,500, which will be
Commitm subscribed by Seaport Group in a lump sum in cash. As the actual
Effective
ents when controller of CMPort, the company hereby make a commitment 16 November Ongoi
CMG continuous
refinancin as follows: 2021 ng
ly
g In connection with this non-public offering, the company does
not provide financial assistance, compensation, promise of
benefits or other similar arrangements to Seaport Group, directly
or through its stakeholders.
CMPort issued 576,709,537 RMB ordinary shares (A shares) to
specific targets in a non-public manner, and the fund raised in
this non-public offering is RMB10,917,111,500. In order to
ensure that the compensation measures for the dilution of
immediate returns in this non-public offering can be effectively
implemented, in accordance with the Opinions of the General
Office of the State Council on Further Strengthening the Work of
Protection of the Legitimate Rights and Interests of Minority
Investors in the Capital Markets (G.B.F. [2013 No. 110), the
Guiding Opinions on Matters concerning the Dilution of
Immediate Return in Initial Public Offering, Refinancing and
Material Asset Restructuring (Announcement of the China
Securities Regulatory Commission [2015] No. 31) and other
Commitm
laws, regulations and normative documents, as the controlling Effective
Broadfor ents when Ongoi
shareholder and actual controller of the issuer of the non-public 13 July 2021 continuous
d Global refinancin ng
offering, I hereby make a commitment as follows concerning the ly
g
dilution of immediate returns and compensation measures in
connection with the non-public offering:
1. I will not interfere in the operation and management activities
of the Company beyond its authority and will not encroach on its
interests.
2. From the date of issuance of this commitment to the
completion of the non-public offering of the Company, if the
regulatory authority has other requirements on the measures to
compensate the returns and the relevant provisions of the
commitment, and the commitment cannot meet the relevant
requirements of the regulatory authority, I will make a
supplementary commitment in accordance with relevant
regulations.
CMPort issued 576,709,537 RMB ordinary shares (A shares) to
specific targets in a non-public manner, and the fund raised by
this non-public offering is RMB10,917,111,500, which will be
Commitm subscribed by Seaport Group in a lump sum in cash. As the
Effective
Broadfor ents when controlling shareholder of CMPort, the company hereby make a 16 November Ongoi
continuous
d Global refinancin commitment as follows: 2021 ng
ly
g In connection with this non-public offering, the company does
not provide financial assistance, compensation, promise of
benefits or other similar arrangements to Seaport Group, directly
or through its stakeholders.
CMPort issued 576,709,537 RMB ordinary shares (A shares) to
Director
specific targets in a non-public manner, and the fund raised in
s and Commitm
this non-public offering is RMB10,917,111,500. In order to Effective
senior ents when Ongoi
ensure that the compensation measures for the dilution of 13 July 2021 continuous
manage refinancin ng
immediate returns in this non-public offering can be effectively ly
ment of g
implemented, in accordance with the Opinions of the General
CMPort
Office of the State Council on Further Strengthening the Work of
132
China Merchants Port Group Co., Ltd. Annual Report 2022
Protection of the Legitimate Rights and Interests of Minority
Investors in the Capital Markets (G.B.F. [2013 No. 110), the
Guiding Opinions on Matters concerning the Dilution of
Immediate Return in Initial Public Offering, Refinancing and
Material Asset Restructuring (Announcement of the China
Securities Regulatory Commission [2015] No. 31) and other
laws, regulations and normative documents, as a director and
senior management member of the issuer of the non-public
offering, I hereby make a commitment as follows concerning the
dilution of immediate returns and compensation measures in
connection with the non-public offering:
1. I will not transfer benefits to other units or individuals for free
or under unfair conditions, nor will I damage the interests of the
Company in other ways.
2. I will regulate my personal business consumption behavior.
3. I will not use the Company's assets to engage in investment
and consumption activities unrelated to the performance of my
duties.
4. The salary system formulated by the board of directors or the
remuneration committee is linked to the implementation of the
Company's return compensation measures.
5. If the Company intends to implement equity incentives, the
exercise conditions of such equity incentive are linked to the
implementation of the Company's return compensation
measures.
6. From the date of issuance of this commitment to the
completion of the non-public offering of the Company, if the
regulatory authority has other requirements on the measures to
compensate the returns and the relevant provisions of the
commitment, and the commitment cannot meet the relevant
requirements of the regulatory authority, I will make
supplementary commitments in accordance with relevant
regulations.
CMPort issued 576,709,537 RMB ordinary shares (A shares) to
specific targets in a non-public manner, the fund raised in this
non-public offering is RMB10,917,111,500. In order to further
ensure the use of the funds raised in this non-public offering, the
Commitm
Company makes statements as follows: Effective
ents when 29 September Ongoi
CMPort 1. The Company intends to use the proceeds of this non-public continuous
refinancin 2021 ng
share offering to supplement working capital and repay debts, ly
g
and it does not involve real estate development projects.
2. The fund raised by the Company in this non-public offering
shall not be used for real estate development or in a disguised
form.
CMPort issued 576,709,537 RMB ordinary shares (A shares) to
specific targets in a non-public manner, and the fund raised by
this non-public offering is RMB10,917,111,500, which will be
subscribed by Seaport Group in a lump sum in cash. The
Commitm
Company hereby makes commitments as follows: Effective
ents when 29 September Ongoi
CMPort In connection with this non-public offering, the Company does continuous
refinancin 2021 ng
not make a commitment on guarantee income or disguised ly
g
guarantee income to Seaport Group, nor does it provide financial
assistance, compensation, promise of benefits or other similar
arrangements to Seaport Group, directly or through its
stakeholders.
CMPort issued 576,709,537 RMB ordinary shares (A shares) to
specific targets in a non-public manner, and the fund raised by
this non-public offering is RMB10,917,111,500. The Company
hereby makes the following commitments regarding the
Commitm Qualification Certificate of Real Estate Development Enterprise
Effective
ents when of the People's Republic of China (Number: SH.F.K.Z. (2017) 19 November Ongoi
CMPort continuous
refinancin No. 879) obtained by Shenzhen Jinyu Rongtai Investment 2021 ng
ly
g Development Co., Ltd (hereinafter referred to as "Jinyu
Rongtai"), a wholly-owned subsidiary of the Company:
The Company will actively coordinate Jinyu Rongtai to handle
the cancellation of the aforesaid real estate development
qualification certificate. Within 30 days after approval of
133
China Merchants Port Group Co., Ltd. Annual Report 2022
relevant laws and regulations, regulatory regulations and
competent housing authorities, Jinyu Rongtai will apply to the
competent housing department for the cancellation of real estate
development qualification registration. Before the cancellation
or expiration of the qualification, the Company and Jinyu
Rongtai will not use the qualification to engage in real estate
development and operation and other related businesses. After
qualification cancellation or invalidity, qualification renewal or
new real estate development qualification will not be handled.
CMPort issued 576,709,537 RMB ordinary shares (A shares) to
specific targets in a non-public manner, and the fund raised by
this non-public offering is RMB10,917,111,500, which will be
Commitm subscribed by Zhejiang Provincial Seaport Investment &
Effective
ents when Operation Group Co., Ltd. in a lump sum in cash. The Company 16 December Ongoi
CMPort continuous
refinancin makes commitments in connection with the fund raised in this 2021 ng
ly
g non-public offering as follows:
The proceeds from this non-public offering of shares will not
flow into China Nanshan Development (Group) Co., Ltd.
through any direct or indirect means.
CMPort issued 576,709,537 RMB ordinary shares (A shares) to
specific targets in a non-public manner, and the fund raised by
this non-public offering is RMB10,917,111,500, which will be
subscribed by Zhejiang Provincial Seaport Investment &
Operation Group Co., Ltd. in a lump sum in cash. The Company
Commitm
hereby makes commitments as follows: Effective
ents when 7 January Ongoi
CMPort Prior to the completion of the use of the fund raised in this non- continuous
refinancin 2022 ng
public offering or within 36 months after the fund is raised, no ly
g
additional investment (including capital increase, loan,
guarantee and capital investment in other forms) shall be made
in industrial funds and M&A funds that do not conform to the
Company's upstream and downstream industrial chain or the
Company's main business and strategic development direction.
Ningbo Port issued A shares to CMPort in a non-public manner.
As the subscription target of Ningbo Port's 2021 non-public
offering of A-shares, CMPort irrevocably makes the following
statements and commitments:
Ningbo Port's 2021 non-public offering of A-shares is Ningbo
Port's non-public offering of A-shares to CMPort. After the
completion of Ningbo Port's non-public offering of A-shares to
CMPort, the business relationship and management relationship
between Ningbo Zhoushan Port Group, Seaport Group and the
subordinate enterprises controlled by them and Ningbo Port will
not change substantially, and it will not lead to new or potential
competition in the same industry between Ningbo Port and
Ningbo Zhoushan Port Group, Seaport Group and the
subordinate enterprises controlled by them. Assuming that
3,646,971,029 shares are issued (i.e., 23.07% of the total share
Commitm
capital prior to issuance), after the completion of Ningbo Port's
ents when
Other non-public offering of A-shares to CMPort, CMPort holds Effective
subscribin Ongoi
commitm CMPort 20.98% shares of Ningbo Port and 2.10% shares of Ningbo Port 13 July 2021 continuous
g shares of ng
ent through China Merchants Ningbo. Thus, CMPort holds 23.08% ly
Ningbo
shares of Ningbo Port in total. It will not lead to changes in the
Port
controlling shareholder and actual controller of Ningbo Port, so
it will not lead to new or potential competition between Ningbo
Port and CMPort and its controlling shareholder and actual
controller.
CMPort warrants that it has the right to enter into this Letter of
Statements and Commitments, and once this Letter of Statements
and Commitments is entered into by CMPort, it will constitute
an effective, legal and binding responsibility upon the CMPort,
and this Letter of Statements and Commitments will remain valid
and irrevocable during the period when CMPort is as a
shareholder of Ningbo Port. CMPort warrants that it will strictly
fulfil all commitments in this Letter of Statements and
Commitments. In case of any loss caused to Ningbo Port due to
its violation of this Letter of Statements and Commitments,
CMPort will bear relevant legal responsibilities.
134
China Merchants Port Group Co., Ltd. Annual Report 2022
CMPort fully subscribed the shares issued through non-public
offering by Ningbo Port with cash. It is expected that after the
issuance, CMPort and its subsidiary China Merchants Ningbo
will hold about 23.08% of shares of Ningbo Port in total. CMPort
and Ningbo Port continue to be independent from each other in
assets, personnel, finance, organization and business. The A-
shares issued by Ningbo Port to CMPort through non-public
offering will not affect the independent operation ability of
Ningbo Port. The statements on the independent operation of
Ningbo Port after the completion of its non-public offering of A-
shares to CMPort are as follows:
i. Independent assets
After the non-public offering of A-shares by Ningbo Port to
CMPort, Ningbo Port still has complete and independent
ownership of all its assets, which are strictly separated from the
assets of CMPort and completely operated independently. There
is no mixed operation, unclear assets, or fund or assets occupied
by CMPort.
ii. Independent personnel
After the non-public offering of A-shares by Ningbo Port to
CMPort, Ningbo Port will continue to have an independent and
complete labor and personnel management system, which is
completely independent from CMPort. The selection of
directors, supervisors, managers and other senior management
personnel recommended by CMPort to Ningbo Port shall be
carried out through legal procedures. CMPort shall not interfere
with the personnel appointment and removal decisions made by
Commitm
the board of directors and the general meeting of Ningbo Port.
ents when
iii. Independent finance Effective
subscribin Ongoi
CMPort After the non-public offering of A-shares by Ningbo Port to 13 July 2021 continuous
g shares of ng
CMPort, Ningbo Port will continue to maintain an independent ly
Ningbo
financial accounting department, operate an independent
Port
accounting system and independent a financial management
system. It will keep its independent bank account and will not
share the bank account with CMPort. It will pay taxes
independently and make independent financial decisions, and
CMPort will not interfere in the use of funds of Ningbo Port.
CMPort will not interfere with the use of funds of Ningbo Port
in any illegal or rule-violating way, and Ningbo Port will not
provide guarantee for other enterprises controlled by CMPort.
No Ningbo Port's financial employee will work part-time in
CMPort.
iv. Independent organizations
Ningbo Port will continue to maintain a sound corporate
governance structure of joint-stock company. It has an
independent and complete organizational structure. Its general
meeting, board of directors, independent directors, board of
supervisors and senior management exercise their functions and
powers independently in accordance with laws, regulations and
articles of association. It is in no subordinate or controlling
relationship with the functional departments of other enterprises
controlled by CMPort.
v. Independent business
Ningbo Port has an independent management system, assets,
personnel, venues and brands to carry out business
independently, and the ability to operate independently and
continuously in the market. CMPort will not intervene in Ningbo
Port's business activities other than the exercise of its rights as a
shareholder.
Ningbo Port issued A-shares to CMPort in a non-public manner.
Commitm As the subscription target of Ningbo Port's 2021 non-public
ents when offering of A-shares, CMPort makes the following
Effective
subscribin commitments: Ongoi
CMPort 13 July 2021 continuous
g shares of The fund used by CMPort to subscribe for the 2021 non-public ng
ly
Ningbo offering of A-shares by Ningbo Port in accordance with the
Port Share Subscription Agreement between Ningbo Zhoushan Port
Company Limited and China Merchants Port Group Co., Ltd. is
135
China Merchants Port Group Co., Ltd. Annual Report 2022
self-owned fund or self-raised fund. There is no external fund
raising, proxy holding, structural arrangement or direct or
indirect use of funds of Ningbo Zhoushan Port Company Limited
and its related parties for this subscription. There is no financial
support, compensation, promise of income or other arrangements
by Ningbo Zhoushan Port Company Limited or its controlling
shareholder or actual controller to CMPort directly or through its
stakeholders.
CMPort fully subscribed the shares issued through non-public
offering by Ningbo Port with cash. It is expected that after the
issuance, CMPort and its subsidiary China Merchants Ningbo
will hold about 23.08% of shares of Ningbo Port in total.
Commitm CMPort's statements on non-transfer within 36 months after
ents when completion of subscription are as follows:
Effective
subscribin The shares non-publicly offered by Ningbo Port that CMPort Ongoi
CMPort 13 July 2021 continuous
g shares of subscribes shall not be transferred within 36 months from the ng
ly
Ningbo date of the end of the non-public offering of A-shares by Ningbo
Port Port to CMPort. The shares derived from the company's
distribution of stock dividends and the conversion of capital
reserve fund into equity regarding the shares subscribed for by
CMPort through this non-public offering shall also comply with
the above lock-in arrangement.
CMPort makes the following commitments regarding the
reduction of shares involved in the 2021 non-public offering of
A-shares by Ningbo Port:
1. CMPort, its persons acting in concert and related parties
controlled by CMPort have not reduced their holdings of shares
of Ningbo Port from the six months prior to benchmark pricing
date of Ningbo Port's 2021 non-public offering of A-shares to
the date of issuance of this Letter of Commitment.
Commitm
2. CMPort, its persons acting in concert and related parties
ents when
controlled by CMPort will not have the plan to reduce their Effective
subscribin 18 November Ongoi
CMPort holdings of shares of Ningbo Port from the date of issuance of continuous
g shares of 2021 ng
this Letter of Commitment to the six months after the completion ly
Ningbo
of Ningbo Port's 2021 non-public offering of A-shares.
Port
3. CMPort, its persons acting in concert and related parties
controlled by CMPort will not violate Article 44 of the Securities
Law of the People's Republic of China.
4. In case of any violation of the above commitments, the income
from the reduction in holdings of shares of Ningbo Port obtained
by CMPort, its persons acting in concert and related parties
controlled by CMPort will all be owned by Ningbo Port, and they
bear the legal liabilities arising therefrom according to law.
Ningbo Port intends to offer 3,646,971,029 RMB-denominated
ordinary shares (A shares) to CMPort in a non-public manner,
and the Company intends to participate in the subscription as a
Commitm
strategic investor and undertakes as follows:
ents when
In addition to becoming a strategic investor of Ningbo Port via Effective
subscribin Ongoi
CMPort subscribing for the shares offered in a non-public manner this 28 July 2022 continuous
g shares of ng
time, the Company does not subscribe for the shares offered in a ly
Ningbo
non-public manner by any listed company in the same industry
Port
as Ningbo Port as a strategic investor and will not do so within
36 months upon obtaining the shares offered by Ningbo Port in
a non-public manner this time.
Whether
fulfilled Yes
on time
Specific
reasons
for failing
to fulfil
commitm N/A
ents on
time and
plans for
next step
136
China Merchants Port Group Co., Ltd. Annual Report 2022
(if any)
2. Where there Had Been an Earnings Forecast for an Asset or Project and the Reporting
Period Was still within the Forecast Period, Explain why the Forecast Has Been Reached for
the Reporting Period.
Applicable √ Not applicable
II Occupation of the Company’s Capital by the Controlling Shareholder or Its Related Parties
for Non-Operating Purposes
Applicable √ Not applicable
During the Reporting Period, the controlling shareholder or its related parties did not occupy capital
or repay for non-operating purposes. Deloitte Touche Tohmatsu Certified Public Accountants LLP
issued the Special Report on Occupation of the Company’s Capital by the Controlling Shareholder,
the Actual controller and Other Related Parties, and please refer to www.cninfo.com.cn for details.
III Irregularities in the Provision of Guarantees
□ Applicable √ Not applicable
No such cases in the Reporting Period.
IV Explanations Given by the Board of Directors Regarding the Independent Auditor’s
“Modified Opinion” on the Financial Statements of the Latest Period
□ Applicable √ Not applicable
V Explanations Given by the Board of Directors, the Supervisory Committee and Independent
Directors (if any) Regarding the Independent Auditor’s “Modified Opinion” on the Financial
Statements of the Reporting Period
□ Applicable √ Not applicable
VI YoY Changes to Accounting Policies, Estimates or Correction of Material Accounting
Errors
□ Applicable √ Not applicable
No such cases in the Reporting Period.
VII YoY Changes to the Scope of the Consolidated Financial Statements
137
China Merchants Port Group Co., Ltd. Annual Report 2022
In February 2022, CMPort established Port Development (Hongkong) Company Limited, a wholly-
owned subsidiary. In March 2022, CMPort invested all of its shares in CMPort Holdings
(1,627,635,473 shares, accounting for 42.995% of its total share capital) as the contribution.
Guangdong Shunkong Lingang Development and Construction Co., Ltd. (hereinafter referred to as
“Lingang Company”), incorporated in July 2020, is a wholly-owned subsidiary of Guangdong
Shunkong Urban Investment and Real Estate Co., Ltd. (hereinafter referred to as the “Urban
Investment Company”) with a registered capital of RMB30 million. Urban Investment Company
transferred 51% of the shares in Lingang Company via the publicly listed capital injection transaction
on 30 March 2022 at Guangdong United Assets and Equity Exchange (Zhuhai Branch) and retained
49% of the shares. CMPort bought shares through capital injection and contributed RMB50 million
in total. The capital injection was completed in August, and the capital reached RMB31.22 million.
CMPort holds 51% of the shares in Lingang Company after the capital injection is completed.
Lingang Company completed the procedures for changing the registered business information and
general meeting-related matters in the Articles of Association in November. It was incorporated by
CMPort into the consolidated financial statements in November 2022.
VIII Engagement and Disengagement of Independent Auditor
Current independent auditor
Deloitte Touche Tohmatsu Certified Public Accountants
Name of the domestic independent auditor
LLP
The Company’s payment to the domestic
724.56
independent auditor (RMB’0,000)
How many consecutive years the domestic
independent auditor has provided audit service for 11
the Company
Names of the certified public accountants from the
domestic independent auditor writing signatures on Li Weihua, Wang Hongmei
the auditor’s report
How many consecutive years the certified public
accountants have provided audit service for the 1
Company
Name of the overseas independent auditor (if any) Deloitte Touche Tohmatsu
The Company’s payment to the overseas
358.72
independent auditor (RMB’0,000) (if any)
How many consecutive years the overseas 11
138
China Merchants Port Group Co., Ltd. Annual Report 2022
independent auditor has provided audit service for
the Company (if any)
Names of the certified public accountants from the
overseas independent auditor writing signatures on Hu Jinghua
the auditor’s report (if any)
How many consecutive years the certified public
accountants have provided audit service for the 2
Company (if any)
Indicate by tick mark whether the independent auditor was changed for the Reporting Period.
Yes √ No
Independent auditor, financial advisor or sponsor engaged for the audit of internal controls:
Approved by the 5th Meeting of the 10th Board of Directors in 2022 and 2021 Annual General
Meeting of the Company, the Company was allowed to continuously engage Deloitte Touche
Tohmatsu Certified Public Accountants LLP as the 2022 independent auditor for the audit of annual
financial statements and internal control in the 2022. The audit price for 2022 annual financial
statements was RMB10,372,800 and the price for internal control was RMB460,000. The total
expense on aforesaid two audit work was RMB10,832,800.
IX Possibility of Delisting after Disclosure of this Report
Applicable √ Not applicable
X Insolvency and Reorganization
Applicable √ Not applicable
No such cases in the Reporting Period.
XI Major Legal Matters
Applicable √ Not applicable
No such cases in the Reporting Period.
Other legal matters
Situation of
Whether Trial results and
Process of execution of Disclo Disclo
Basic situation of Lawsuit amount form into influences of
lawsuit judgment of sure sure
lawsuit (arbitration) (RMB ‘0,000) estimated lawsuit
(arbitration) lawsuit date index
liabilities (arbitration)
(arbitration)
Summary of Brazil Relatively low
2,7943.85 Partly In progress - - -
TCP Case (note) risk
Summary of other
matters not meeting
the disclosure Relatively low
107,869.37 Partly In progress - - -
standards for major risk
lawsuits
(arbitrations)
Note: This represents the significant contingent liabilities arising from the litigations between TCP and its
subsidiaries and local tax authority, employee or former employee of TCP and its subsidiaries in Brazil at as the
year end. According to the latest estimates of the Company’s management, the possible compensation is
139
China Merchants Port Group Co., Ltd. Annual Report 2022
RMB279,438,527.06 but it is not likely to cause outflow of economic benefits from the Company. Therefore, the
contingent liabilities arising from the above pending litigations are not recognized as provisions. The counter-
bonification where the Company as the beneficiary will be executed by the former TCP shareholder that disposed
the shares. According to the counter-bonification agreement, the former TCP shareholder need to make counter-
bonification to the Company in respect of the above contingent liabilities, with the compensation amount not
exceeding pre-determined amount and specified period.
XII Punishments and Rectifications
Applicable √ Not applicable
No such cases in the Reporting Period.
XIII Credit Quality of the Company as well as Its Controlling Shareholder and Actual
Controller
Applicable √ Not applicable
XIV Major Related-Party Transactions
1. Continuing Related-Party Transactions
As % of Obtainabl
Rela
the total e market
tions Type Approved Over Way
Pricin Transactio Total value of price for Index to
hip of Specific transactio the of
Related g n price value all the same-type disclosed
with trans transacti n line approv settl Disclosure date
party princi (RMB’0,0 (RMB’0,0 same- transactio informatio
the actio on (RMB’0,0 ed line eme
ple 00) 00) type ns n
Com n 00) or not nt
transact (RMB’0,0
pany
ions 00)
Ren
der
servi
ce
and
Und lease
er to
Liaonin Lease,
the relat
g Port labor www.cninf
cont ed
Group cost, Settl
rol party Mark o.com.cn
Co., informat ed
of , et 23,706.28 23,706.28 24.43% 25,110.39 No 23,706.28 31 March 2022 (Announce
Ltd. and ion mon
ulti recei price ment No.
its service thly
mate ve 2022-027)
subsidia income,
shar servi
ries etc.
ehol ce
der and
lease
from
relat
ed
party
Sinotran Und Ren Labor
Settl
s er der cost, Mark www.cninf
ed
Limited the servi demurra et 18,484.87 18,484.87 19.05% 27,245.14 No 18,484.87 31 March 2022 o.com.cn
mon
and its cont ce ge, price (Announce
thly
subsidia rol and lease,
140
China Merchants Port Group Co., Ltd. Annual Report 2022
ries of lease etc. ment No.
ulti to 2022-027)
mate relat
shar ed
ehol party
der ,
recei
ve
servi
ce
from
relat
ed
party
Ren
der
servi
ce to
relat
Labor
ed
Antong cost,
party www.cninf
Holding Affil freight
, Settl
s Co., iated forwardi Mark o.com.cn
recei ed
Ltd. and legal ng et 12,430.84 12,430.84 12.81% 15,230.43 No 12,430.84 31 March 2022 (Announce
ve mon
its pers agent, price ment No.
servi thly
subsidia on Port 2022-027)
ce
ries service
and
charge
lease
from
relat
ed
party
Ren
der
servi
ce
and
China lease
Nansha to
n relat
Labor www.cninf
Develop Affil ed
cost, Settl
ment iated party Mark o.com.cn
lease ed
(Group) legal , et 15,631.52 15,631.52 16.11% 13,423.66 No 15,631.52 31 March 2022 (Announce
expense mon
Co., pers recei price ment No.
of land thly
Ltd. and on ve 2022-027)
and
its servi
houses
subsidia ce
ries and
lease
from
relat
ed
party
Total -- -- 70,253.51 -- 81,009.62 -- -- -- -- --
Large-amount sales return in
None
detail
The Proposal on Recognition of 2021 Daily Related-party Transaction and the Forecast of 2022 Daily
Give the actual situation in the Related-party Transaction was reviewed and approved on the 2021 Annual General Meeting on 21 April
Reporting Period (if any) 2022, which allowed the Company and subsidiaries to conduct daily business transaction including office
where an estimate had been leasing, providing or receiving labor services. The amount of daily related-party transactions in 2022 is
made for the total value of estimated to be RMB1.02 billion. The significant difference between the actual occurrence and the forecast
continuing related-party of the Company's daily connected transactions in 2022 is due to the actual market demand and business
transactions by type to occur development needs of the Company. It belongs to the normal operation adjustment of the Company and
in the Reporting Period has not had a great impact on the daily operation and performance of the Company. The transaction price
is determined in accordance with market principles, and the pricing is fair, fair and just, without harming
141
China Merchants Port Group Co., Ltd. Annual Report 2022
the interests of the Company and minority shareholders.
Reason for any significant
difference between the
transaction price and the N/A
market reference price (if
applicable)
2. Related-Party Transactions Regarding Purchase or Sales of Assets or Equity Interests
Applicable √ Not applicable
3. Related Transactions Regarding Joint Investments in Third Parties
Applicable √ Not applicable
4. Credits and Liabilities with Related Parties
Whether there are credits and liabilities with non-operating related parties
√ Yes No
Credits receivable with related parties
Whether
Interest in
there is
Increased in the Recovered in the
Formin occupation Beginning Ending
Related Related Reporting the Reporting Interest Reporting
g on non- balance balance
party relationship Period Period rate Period
reason operating (RMB’0,000) (RMB’0,000)
(RMB’0,000) (RMB’0,000) (RMB’0,0
capital or
00)
not
The
ultimate Bank
China controlling deposit
1.65%-
Merchants shareholder s/Struct No 346,432.58 9,015,082.74 8,932,711.90 10,542.70 428,803.42
3.43%
Bank has major ured
influence deposit
on it
Effects of credits with
related parties on the
The above credits receivable with related parties were mainly deposits in financial institutions which has
Company’s operating
no major influence on the Company’s operating results and financial conditions.
results and financial
conditions
Liabilities payable with related parties:
Interest in
Increased in the Recovered in the
Beginning Ending
Related Forming Reporting the Reporting Interest Reporting
Related party balance balance
relationship reason Period Period rate Period
(RMB’0,000) (RMB’0,000)
(RMB’0,000) (RMB’0,000) (RMB’0,0
00)
The ultimate
China controlling
Merchants shareholder Borrowing 20,022.73 15,515.54 400.45 3.41% 897.04 35,137.82
Bank has major
influence on
142
China Merchants Port Group Co., Ltd. Annual Report 2022
it
Effects of liabilities with
related parties on the The above liabilities payable with related parties were mainly financial institution loans which had no
Company’s operating results major influence on the Company’s operating results and financial conditions.
and financial conditions
5. Transactions with Related Finance Companies
Deposit business
Actual amount
Daily Beginning Ending
Total Total
Related Related maximum Interest rate balance balance
deposited withdrawn
party relationship limits range (RMB’0,000 (RMB’0,000
amount amount
(RMB’0,000) ) )
(RMB’0,000) (RMB’0,000)
Other
China company
Merchants under the
1.495%-
Group same control 500,000.00 217,830.37 1,418,638.41 1,452,298.92 184,169.86
2.1%
Finance of
Co., Ltd. controlling
shareholder
Loan business
Beginning Actual amount
Ending
Related Related Loan limit Interest balance Total loan Total repaid
balance
party relationship (RMB’0,000) rate range (RMB’0,000 amount amount
(RMB’0,000)
) (RMB’0,000) (RMB’0,000)
Other
China company
Merchants under the
1.2%-
Group same control 1,000,000.00 397,422.90 64,666.53 364,105.53 97,983.90
5.5125%
Finance of
Co., Ltd. controlling
shareholder
Credit or other finance business
Type Actual
of Total amount amount
Related party Related relationship
busine (RMB’0,000) (RMB’0,000
ss )
China Merchants Group Finance Co., Other company under the same control of
Credit 1,000,000.00 97,983.90
Ltd. controlling shareholder
6. Transactions with Related Parties by Finance Company Controlled by the Company
Applicable √ Not applicable
7. Other Major Related-Party Transactions
(1) The Company held the 5th meeting of the 10th Board of Directors on 29 March 2022, and
reviewed and approved the Proposal on the Related-Party Transactions Regarding Making Deposits
in and Obtaining Loans from China Merchants Bank in 2022, which was submitted to the 2021
143
China Merchants Port Group Co., Ltd. Annual Report 2022
Annual General Meeting of the Company for deliberation. The Company held the 2021 Annual
General Meeting on 21 April 2022, and deliberated and approved the Proposal on the Related-Party
Transactions Regarding Making Deposits in and Obtaining Loans from China Merchants Bank in
2022, agreeing the Company and its subsidiaries to open bank accounts with China Merchants Bank.
In 2022, the maximum deposit balance of the Company and its subsidiaries with China Merchants
Bank shall not exceed RMB15 billion, and the maximum credit balance shall not exceed RMB20
billion. It approved of the Company and its subsidiaries using the temporarily idle self-owned funds
to buy structural deposits and low-risk wealth management products from China Merchants Bank
within the upper limit on the deposit balance. For details, please refer to the Announcement on the
Related-Party Transactions Regarding Making Deposits in and Obtaining Loans from China
Merchants Bank in 2022 (Announcement No. 2022-028) disclosed by the Company on 31 March
2022, the Announcement on the Resolution of the 2021 General Meeting of Shareholders
(Announcement No. 2022-040) disclosed by the Company on 22 April 2022 and other relevant
announcements.
(2) The Company held the 5th Meeting of the 10th Board of Directors on 29 March 2022, reviewing
and approving the Proposal on Renewing the Financial Service Agreement and Related Party
Transactions with China Merchants Group Finance Co., Ltd. which was submitted to the 2021 Annual
General Meeting of the Company for deliberation. The Company held the 2021 Annual General
Meeting on 21 April 2022, reviewing and approving the Proposal on Renewing the Financial Service
Agreement and Related Party Transactions with China Merchants Group Finance Co., Ltd. and
agreeing with the renewal of the Financial Service Agreement, with a term of three years, with China
Merchants Group Finance Co., Ltd. ("CMG Finance"). For details, please refer to the Announcement
on the Renewing the Financial Service Agreement and Related Party Transactions with China
Merchants Group Finance Co., Ltd. (Announcement No. 2022-030) disclosed by the Company on 31
March 2022, the Announcement on the Resolution of the 2021 General Meeting of Shareholders
(Announcement No. 2022-040) disclosed by the Company on 22 April 2022 and other relevant
announcements.
(3) The Company held the 6th Meeting of the 10th Board of Directors on 29 August 2022, at which
the Proposal on the Confirmation of the Land Occupancy Right to the Chiwan Port Area and Related-
Party Transactions was reviewed and approved. For details, please refer to the Announcement on the
Confirmation of the Land Occupancy Right to the Chiwan Port Area and Related-Party Transactions
(Announcement No.: 2022-069) disclosed by the Company on 31 August 2022.
(4) The Company held the 9th Extraordinary Meeting of the 10th Board of Directors in 2022 on 29
November 2022, at which, the Proposal on the Extension of Financial Assistance Provided by
Majority-owned Subsidiaries and Related-Party Transactions was reviewed and approved. For details,
please refer to the Announcement on the Extension of Financial Assistance Provided by Majority-
owned Subsidiaries and Related-Party Transactions (Announcement No.: 2022-091) disclosed by the
Company on 30 November 2022.
(5) The Company held the 10th Extraordinary Meeting of the 10th Board of Directors in 2022 on 8
December 2022, at which, the Proposal on the Acceptance of the Shares of Antong Holdings Co., Ltd.
and Related-Party Transactions was reviewed and approved. For details, please refer to the
144
China Merchants Port Group Co., Ltd. Annual Report 2022
Announcement on the Acceptance of the Shares of Antong Holdings Co., Ltd. and Related-Party
Transactions (Announcement No.: 2022-095) disclosed by the Company on 9 December 2022.
Information on the disclosure website for current announcements on significant related-party
transactions:
Name of provisional reports Disclosure date Website
Announcement on the Related-Party Transactions
Regarding Making Deposits in and Obtaining Loans 31 March 2022 www.cninfo.com.cn
from China Merchants Bank in 2022
Announcement on the Renewing the Financial Service
Agreement and Related Party Transactions with China 31 March 2022 www.cninfo.com.cn
Merchants Group Finance Co., Ltd.
Announcement on the Confirmation of the Land
Occupancy Right to the Chiwan Port Area and Related- 31 August 2022 www.cninfo.com.cn
Party Transactions
Announcement on the Extension of Financial
Assistance Provided by Majority-owned Subsidiaries 30 November 2022 www.cninfo.com.cn
and Related-Party Transactions
Announcement on the Acceptance of the Shares of
Antong Holdings Co., Ltd. and Related-Party 9 December 2022 www.cninfo.com.cn
Transactions
XV Major Contracts and Execution thereof
1. Entrustment, Contracting and Leases
(1) Entrustment
□ Applicable √ Not applicable
No such cases in the Reporting Period.
(2) Contracting
□ Applicable √ Not applicable
No such cases in the Reporting Period.
(3) Leases
□ Applicable √ Not applicable
No such cases in the Reporting Period.
2. Major guarantees
(1) Guarantees
Unit: RMB’0,000
Guarantees provided by the Company and its subsidiaries for external parties (exclusive of those for subsidiaries)
145
China Merchants Port Group Co., Ltd. Annual Report 2022
Disclosur Count Guaran
e date of Havin
Guarante er tee for
the Actual Actual Type of Collat Term of g
e- Line of guara a
guarantee occurrenc guarantee guarante eral (if guarante expire
receiving guarantee ntee related
line e date amount e any) e d or
entity party or
announce (if not
not
ment any)
Terminal General
11 June About
Link N/A 6,649.01 6,649.01 guarante Not Not Not Yes
2013 20 years
S.A.S. e
Terminal
31 March
Link 11,261.76
2022
S.A.S.
Kingston
Freeport 31 March
5,118.98
Terminal 2022
Limited
KHOR
30 March 24 May Joint- About
AMBAD 20,058.05 12,018.24 Not Not Not Yes
2019 2019 liability 13 years
O FZCO
KHOR
31 March
AMBAD 7,000.00
2021
O FZCO
Total approved line for Total actual balance of
such guarantees in the 16,380.74 such guarantees in the -
Reporting Period (A1) Reporting Period (A2)
Total approved line for Total actual balance of
such guarantees at the such guarantees at the
43,087.80 18,667.25
end of the Reporting end of the Reporting
Period (A3) Period (A4)
Guarantee between the Company to its subsidiaries
Disclosur Count Guaran
e date of Havin
Guarante er tee for
the Actual Actual Type of Collat Term of g
e- Line of guara a
guarantee occurrenc guarantee guarante eral (if guarante expire
receiving guarantee ntee related
line e date amount e any) e d or
entity party or
announce (if not
not
ment any)
Chiwan
Wharf
Holdings 31 March 26 Jul Joint- About 1
150,000.00 120,000.00 Not Not Yes Not
(Hong 2021 2021 liability year
Kong)
Limited
Chiwan
Wharf
Holdings 31 March
190,000.00 - - - Not Not - Not Not
(Hong 2022
Kong)
Limited
Port
Develop
ment
31 March
(Hongko 200,000.00 - - - Not Not - Not Not
2022
ng)
Company
Limited
Zhanjian
g Port 31 March
200,000.00
(Group) 2021
Co., LTD
Total approved line for Total actual amount of
such guarantees in the 390,000.00 such guarantees in the -
Reporting Period (B1) Reporting Period (B2)
146
China Merchants Port Group Co., Ltd. Annual Report 2022
Total approved line for Total actual balance of
such guarantees at the such guarantees at the
540,000.00 -
end of the Reporting end of the Reporting
Period (B3) Period (B4)
Guarantees provided between subsidiaries
Disclosur Count Guaran
e date of Havin
Guarante er tee for
the Actual Actual Type of Collat Term of g
e- Line of guara a
guarantee occurrenc guarantee guarante eral (if guarante expire
receiving guarantee ntee related
line e date amount e any) e d or
entity party or
announce (if not
not
ment any)
China
Merchant
s
Internatio
16 April 1 January Joint- About 2
nal 50,000.00 7,140.00 Not Not Not Not
2020 2021 liability years
Terminal
(Qingdao
) Co.,
LTD
Shenzhen
Jinyu
Rongtai
12
Investme Joint- About
N/A 80,000.00 January 56,000.00 Not Not Not Not
nt liability 10 years
2017
developm
ent Co.,
LTD
China
Merchant
s
Internatio
30 June Joint- About
nal N/A 2,500.00 2,500.00 Not Not Not Not
2016 liability 10 years
(China)
Investme
nt Co.,
LTD
China
Merchant General
4 May 4 May About
s Finance 348,230.00 348,230.00 guarante Not Not Yes Not
2012 2012 10 years
Company e
Limited
China
Merchant General
3 August 3 August About
s Finance 348,230.00 348,230.00 guarante Not Not Not Not
2015 2015 10 years
Company e
Limited
CMHI
General
Finance 6 August 6 August About 5
626,814.00 626,814.00 guarante Not Not Not Not
(BVI) 2018 2018 years
e
Co., Ltd
CMHI
General
Finance 6 August 6 August About
417,876.00 417,876.00 guarante Not Not Not Not
(BVI) 2018 2018 10 years
e
Co., Ltd
General
CMHI About 3
417,876.00 guarante Not Not Not Not
Finance 26 years
9 October e
(BVI) Septembe 557,168.00
2020 General
Co., Ltd r 2020 About 5
139,292.00 guarante Not Not Not Not
years
e
CMHI
General
Finance 31 March 2 June About 5
348,230.00 348,230.00 guarante Not Not Not Not
(BVI) 2022 2022 years
e
Co., Ltd
147
China Merchants Port Group Co., Ltd. Annual Report 2022
COLOM
BO
INTERN
ATIONA
L 16 General
About
CONTAI N/A 15,684.98 Septembe 15,684.98 guarante Not Not Not Not
13 years
NER r 2012 e
TERMIN
ALS
LIMITE
D
COLOM
BO
INTERN
ATIONA
L
CONTAI N/A 4,875.22 - - - - - - - -
NER
TERMIN
ALS
LIMITE
D
COLOM
BO
INTERN
ATIONA
L 16 General
17,411.50 17,411.50
CONTAI N/A Septembe guarante Not Not Infinite Not Not
NER r 2012 e
TERMIN
ALS
LIMITE
D
Lome
General
Container 1 June About 9
N/A 2,598.02 467.64 guarante Not Not Not Not
Terminal 2015 years
e
s Co., Ltd
Lome
General
Container 1 June About 9
N/A 2,598.02 467.64 guarante Not Not Not Not
Terminal 2015 years
e
s Co., Ltd
Lome
General
Container 1 June About 9
N/A 2,598.02 467.64 guarante Not Not Not Not
Terminal 2015 years
e
s Co., Ltd
TCP -
TERMIN
AL DE
CONTEl General
19 April About 6
NERES N/A 31,021.05 12,408.42 guarante Not Not Not Not
2018 years
DE e
PARAN
AGUA
S/A.
TCP -
TERMIN
AL DE
CONTEl 7 General
About 6
NERES N/A 57,148.55 Novembe 57,148.55 guarante Not Not Yes Not
years
DE r 2016 e
PARAN
AGUA
S/A.
Shenzhen
30 March 26 June Joint- About
Haixin 219,090.00 21,690.84 Not Not Not Not
2019 2019 liability 18 years
Port
148
China Merchants Port Group Co., Ltd. Annual Report 2022
Develop
ment Co.,
LTD
Zhanjian
g Port 31 March 9 October Joint- About 3
80,000.00 26,600.00 Not Not Not Not
(Group) 2021 2021 liability years
Co., LTD
China
Merchant
s
Internatio
31 March
nal 10,000.00 Not Not
2022
Terminal
(Qingdao
) Co.,
LTD
China
Merchant
s
Internatio
31 March
nal 60,000.00 Not Not
2021
Terminal
(Qingdao
) Co.,
LTD
Hambant
ota
Internatio 31 March
100,000.00 Not Not
nal Port 2021
Group
Co. Ltd.
CMHI
Finance 31 March
800,000.00 Not Not
(BVI) 2021
Co., Ltd
TCP -
TERMIN
AL DE
CONTEl
31 March
NERES 10,000.00 Not Not
2021
DE
PARAN
AGUA
S/A.
Total approved line for Total actual amount of
such guarantees in the 358,230.00 such guarantees in the 348,230.00
Reporting Period (C1) Reporting Period (C2)
Total approved line for Total actual balance of
such guarantees at the such guarantees at the
2,816,694.79 2,459,156.66
end of the Reporting end of the Reporting
Period (C3) Period (C4)
Total guarantee amount (total of the three kinds of guarantees above)
Total guarantee line approved Total actual guarantee
in the Reporting Period 764,610.74 amount in the Reporting 348,230.00
(A1+B1+C1) Period (A2+B2+C2)
Total actual guarantee
Total approved guarantee line
balance at the end of the
at the end of the Reporting 3,399,782.59 2,477,823.91
Reporting Period
Period (A3+B3+C3)
(A4+B4+C4)
Total actual guarantee amount (A4+B4+C4) as %
45.66%
of the Company’s net assets
Of which:
Balance of guarantees provided for shareholders,
18,667.25
actual controller and their related parties (D)
149
China Merchants Port Group Co., Ltd. Annual Report 2022
Balance of debt guarantees provided directly or
indirectly for obligors with an over 70% debt/asset 2,346,935.50
ratio (E)
Amount by which the total guarantee amount
-
exceeds 50% of the Company’s net assets (F)
Total of the three amounts above (D+E+F) 2,365,602.75
Joint responsibilities possibly borne in the
None
Reporting Period for undue guarantees (if any)
Provision of external guarantees in breach of the
None
prescribed procedures (if any)
Particulars of guarantees adopting complex methods
□ Applicable √ Not applicable
3. Cash Entrusted to Other Entities for Management
(1) Cash Entrusted for Wealth Management
□ Applicable √ Not applicable
No such cases in the Reporting Period.
(2) Entrusted Loans
Overview of entrusted loans in the Reporting Period
Unit: RMB’0,000
Amount Capital resources Undue balance Overdue amount
3,430.00 Self-owned funds 3,430.00 0
Particulars of entrusted loans with single significant amount or low security, bad liquidity, and no
capital preservation
□ Applicable √ Not applicable
Whether there is the case where the principal cannot be recovered at maturity or other case which
may cause impairment for entrusted loans
□ Applicable √ Not applicable
4. Other Major Contracts
□ Applicable √ Not applicable
No such cases in the Reporting Period.
XVI Other Significant Events
(I) Private Placement of A-shares and Subscription of Shares in Ningbo Port
On 13 July 2021, the Proposal on the Plan for Private Placement of A-shares, the Proposal on
Subscription by the Company as a Strategic Investor of Shares in a Private Placement of Ningbo
Zhoushan Port Company Limited & Related-party Transaction, and other relevant proposals were
approved unanimously at the 6th Extraordinary Meeting of the Company’s 10th Board of Directors
150
China Merchants Port Group Co., Ltd. Annual Report 2022
in 2021, and the 3rd Extraordinary Meeting of the Company’s 10th Supervisory Committee in 2021,
respectively. As such, the Company was agreed to introduce Zhejiang Provincial Seaport Investment
& Operation Group Co. Ltd. (Seaport Group) as a strategic investor by carrying out a private
placement of 577,000,000 A-shares (or 30% of the Company’s total share capital before the issue) to
Seaport Group to raise RMB10.917 billion. Meanwhile, the Company was agreed to subscribe for in
cash, as a strategic investor, 3,646,971,029 A-shares in the 2021 private placement of Ningbo
Zhoushan Port Company Limited (Ningbo Port). For further information, see Announcement No.
2021-053 on the Resolutions of the 6th Extraordinary Meeting of the 10th Board of Directors in 2021,
Announcement No. 2021-054 on the Resolutions of the 3rd Extraordinary Meeting of the 10th
Supervisory Committee in 2021, Announcement No. 2021-057 on Subscription by the Company as
a Strategic Investor of Shares in a Private Placement of Ningbo Zhoushan Port Company Limited &
Related-party Transaction, and other relevant announcements disclosed by the Company dated 14
July 2021.
On 26 August 2021, the Company disclosed that it had received the Reply on the Private Placement
of A-shares of China Merchants Port Group Co., Ltd. (Guo Zi Chan Quan [2021] No. 457) issued by
the State-owned Assets Supervision and Administration Commission of the State Council, which in
principle consented to the plan of the Company for a private placement of no more than 576,709,537
A-shares to Zhejiang Provincial Seaport Investment & Operation Group Co. Ltd. (SS). For further
information, see Announcement No. 2021-070 on Approval of Private Placement of A-shares by
SASAC of the State Council disclosed by the Company dated 27 August 2021.
On 27 September 2021, the proposals in relation to the private placement of A-shares were approved
at the 1st Extraordinary General Meeting of the Company in 2021. For further information, see
Announcement No. 2021-087 on Announcement on Resolutions of the 1st Extraordinary General
Meeting of 2021 disclosed by the Company dated 28 September 2021.
On 15 October 2021, the Company received the Acceptance Form for Administrative License
Application from the China Securities Regulatory Commission (Acceptance Number: 212745),
which tells that the China Securities Regulatory Commission has examined the application materials
submitted by the Company for Approval of Non-public Offering of Shares by Listed Company (A-
Share Main Board of Shanghai Stock Exchange and Shenzhen Stock Exchange and B Shares) and
decided to accept the application for an administrative license.
On 26 October 2021, the Company received the Announcement on Receiving the Notice of Feedback
on the Examination of Administrative License Project (No. 212745) issued by the China Securities
Regulatory Commission (hereinafter referred to as the "Feedback"), which tells that the China
Securities Regulatory Commission has examined the application materials for an administrative
license of Approval on Non-Public Offering of Shares (A-Share Main Board of Shanghai Stock
Exchange and Shenzhen Stock Exchange and B Shares) by Listed Company of China Merchants Port
Group Co., Ltd. submitted by the Company, and required the Company to make written descriptions
and explanations on relevant issues, and submit a written reply to the administrative license
acceptance department of the China Securities Regulatory Commission within 30 days.
On 20 November 2021, the Company and relevant intermediaries carefully checked and implemented
the issues listed in the Feedback In accordance with the requirements of China Securities Regulatory
Commission, and formed the Reply to the Feedback on the Application Document for the 2021 Non-
151
China Merchants Port Group Co., Ltd. Annual Report 2022
Public Offering of A-Shares of China Merchants Port Group Co., Ltd. (hereinafter referred to as the
"Reply to the Feedback") and disclosed it. For details, please refer to the Reply to the Feedback on
the Application Document for the 2021 Non-Public Offering of A-Shares of China Merchants Port
Group Co., Ltd. published on the same day. The Company has submitted the Reply to the Feedback
and other relevant materials to CSRC within two working days after its disclosure.
On 5 July 2022, the Company received the Letter on Properly Preparing the Meeting of the Public
Offering Review Committee of the China Securities Regulatory Commission on the Private
Placement of China Merchants Port Group Co., Ltd. (hereinafter referred to as the "Letter") from the
China Securities Regulatory Commission (CSRC). The Company, together with relevant
intermediaries, conscientiously verified and addressed the issues mentioned in the Letter, as required
by the CSRC. Upon research, demonstration, and analysis, it replied to the issues listed. For details,
see the Reply to the Letter on Properly Preparing the Meeting of the Public Offering Review
Committee of the China Securities Regulatory Commission on the Private Placement of China
Merchants Port Group Co., Ltd. and the Announcement on the Reply to the Letter on Properly
Preparing the Meeting of the Public Offering Review Committee of the China Securities Regulatory
Commission on the Private Placement (Announcement No.: 2022-059) released by the Company on
14 July 2022.
The Public Offering Review Committee of the CSRC, on 25 July 2022, reviewed the application for
the private placement of A Shares submitted in 2021 by the Company. The application has been
approved, according to the result of the review meeting. For details, see the Announcement on the
Approval of the Public Offering Review Committee of the China Securities Regulatory Commission
for the Application for the Private Placement of A Shares in 2021 (Announcement No.: 2022-061)
disclosed by the Company on 26 July 2022.
On 1 August 2022, the Company received the Reply of China Securities Regulatory Commission on
the Approval of the Private Placement of China Merchants Port Group Co., Ltd. (ZJXK [2022] No.
1657) (hereinafter referred to as the “Reply”). For details, see the Announcement on the Approval of
the China Securities Regulatory Commission for the Application for the Private Placement of A
Shares in 2021 (Announcement No.: 2022-062) disclosed by the Company on 2 August 2022.
Pursuant to the Reply, the Company issued, in a private placement, a total of 576,709,537 shares of
RMB-denominated ordinary shares (A-shares) at RMB18.50/share, raising a total of
RMB10,669,126,434.50, with the net amount after deducting issuance costs being
RMB10,632,533,330.40. Following the arrival of the aforesaid funds, Deloitte Touche Tohmatsu
Certified Public Accountants LLP verified the funds and issued a Capital Verification Report for
China Merchants Port Group Co., Ltd. (DSB (Y) Z (22) No. 00471) on 16 September 2022. To
regulate the management of raised funds and protect the interests of minority investors, the Company
opened up a specialized account for raised funds at the Shenzhen branch of China Merchants Bank
Co., Ltd. (hereinafter referred to as “CMB Shenzhen”). The Company, together with CMB Shenzhen
and sponsors China International Capital Corporation Limited and China Merchants Securities Co.,
Ltd, signed the Quadripartite Supervision Agreement on the Funds Raised in the Private Placement
of A Shares of China Merchants Port Group Co., Ltd. For details, see the Report on the Offering
Results of the Private Placement of A Shares and the Announcement on Signing the Quadripartite
Supervision Agreement on the Funds Raised (Announcement No.: 2022-077) disclosed by the
Company on 23 September 2022.
152
China Merchants Port Group Co., Ltd. Annual Report 2022
On 12 October 2022, the A shares issued in the private placement were officially listed. For details,
see the Announcement on the Listing of the Privately Placed A Shares and the Summary of the
Announcement on the Listing of the Privately Placed A Shares (Announcement No.: 2022-084)
disclosed by the Company on 10 October 2022.
2. Index to Disclosed Information
The significant events disclosed by the Company on Securities Times, China Securities Journal,
Shanghai Securities News, Ta Kung Pao and www.cninfo.com.cn during the Reporting Period are as
follows:
Announcem Date of the
Title of the announcement
ent No. announcement
2022-001 8 January 2022 Announcement on the Exit of Investment Fund
Announcement on Voluntary Information Disclosure of Business Volume Data of
2022-002 15 January 2022
December 2021
2022-003 15 January 2022 Reminder of the Issuance of 2022 Phase I Super-short-term Financing Bonds
2022-004 20 January 2022 Announcement on Issue Results of 2022 Phase I Super-short-term Financing Bonds
Announcement on Resolutions of the 1st Special Meeting of the 10th Board of
2022-005 29 January 2022
Directors in 2022
Announcement on Resolutions of the 1st Special Meeting of the 10th Supervisory
2022-006 29 January 2022
Committee in 2022
Announcement on Adjusting the Exercise Prices of the Stock Option Incentive Plan
2022-007 29 January 2022
(Phase I) of the Company
Announcement on Adjusting the Numbers of Qualified Awardees and Stock
2022-008 29 January 2022
Options to Be Granted of the Stock Option Incentive Plan (Phase I) of the Company
Announcement on the Failure to Meet the Exercise Conditions for the First Exercise
2022-009 29 January 2022 Schedule of the Stock Options (the First Batch to be Granted) of the Stock Option
Incentive Plan (Phase I) of the Company
Announcement on Cancelling Some Stock Options in the Stock Option Incentive
2022-010 29 January 2022
Plan (Phase I) of the Company
Announcement on Completing the Cancellation of Some Stock Options in the Stock
2022-011 15 February 2022
Option Incentive Plan (Phase I) of the Company
Announcement on Voluntary Information Disclosure of Business Volume Data of
2022-012 15 February 2022
January 2022
Announcement on Resolutions of the 2nd Special Meeting of the 10th Board of
2022-013 1 March 2022
Directors in 2022
Announcement on Resolutions of the 2nd Special Meeting of the 10th Supervisory
2022-014 1 March 2022
Committee in 2022
Announcement on Resignation of Director and Supervisor and By-election of
2022-015 1 March 2022
Director and Supervisor
2022-016 2 March 2022 Reminder of the Issuance of 2022 Phase II Super-short-term Financing Bonds
2022-017 5 March 2022 Announcement on Issue Results of 2022 Phase II Super-short-term Financing Bonds
Announcement on the Due Payment of 2021 Phase VII Super & Short-term
2022-018 15 March 2022
Commercial Paper
Announcement on Voluntary Information Disclosure of Business Volume Data of
2022-019 15 March 2022
February 2022
Announcement on Progress of Incorporation of HK Wholly-owned Subsidiary and
2022-020 19 March 2022
Adjustment to Ownership Structure of the Subsidiary
2022-021 26 March 2022 Announcement on Online Investor Meeting on 2021 Annual Results
153
China Merchants Port Group Co., Ltd. Annual Report 2022
2022-022 26 March 2022 Reminder of the Issuance of 2022 Phase III Super-short-term Financing Bonds
th th
2022-023 31 March 2022 Announcement on Resolutions of the 5 Meeting of the 10 Board of Directors
th th
2022-024 31 March 2022 Announcement on Resolutions of the 5 Meeting of the 10 Supervisory Committee
2022-025 31 March 2022 Announcement on 2021 Profit Distribution Plan
2022-026 31 March 2022 Abstract of 2021 Annual Report (Chinese and English Versions)
Announcement on the Confirmation of the Continuing Related-Party Transactions
2022-027 31 March 2022
in 2021 and the Estimation of Such Transactions in 2022
Announcement on the Related-Party Transaction Regarding Making Deposits in and
2022-028 31 March 2022
Obtaining Loans from China Merchants Bank in 2022
Announcement on the External Guarantee Progress of a Majority-Owned Subsidiary
2022-029 31 March 2022 of the Company in 2021 and the Expected New External Guarantee Line in the Next
12 Months
Announcement on Renewing the Financial Service Agreement and Related Party
2022-030 31 March 2022
Transactions with China Merchants Group Finance Co., Ltd.
2022-031 31 March 2022 Special Report on Deposit and Usage of Raised Fund in 2021
2022-032 31 March 2022 Announcement on Reappointment of Accounting Firm in 2022
2022-033 31 March 2022 Notice on Convening the 2021 Annual General Meeting
2022-034 31 March 2022 Announcement on Provision for Asset Impairment for 2021
Announcement on the Voluntary Information Disclosure of the 2021 Annual Results
2022-035 31 March 2022
by the Majority-Owned Subsidiary
Announcement on the Issue Results of 2022 Phase III Super-short-term Financing
2022-036 1 April 2022
Bonds
2022-037 12 April 2022 Announcement on the Resignation of Deputy General Manager Zhang Yiming
Announcement on the Voluntary Information Disclosure of Business Volume Data
2022-038 15 April 2022
of March 2022
Announcement on the Due Payment of 2022 Phase I Super-short-term Financing
2022-039 19 April 2022
Bonds
2022-040 22 April 2022 Announcement on the Resolutions of 2021 General Meeting of Shareholders
Announcement on the Resolutions of the 3rd Extraordinary Meeting of the 10th
2022-041 30 April 2022
Board of Directors in 2022
Announcement on the Resolutions of the 3rd Extraordinary Meeting of the 10th
2022-042 30 April 2022
Board of Supervisors in 2022
2022-043 30 April 2022 The First Quarter Report 2022 (Chinese and English Versions)
2022-044 10 May 2022 Announcement on the 2021 Dividend Payout
Announcement on the Resolutions of the 4th Extraordinary Meeting of the 10th
2022-045 11 May 2022
Board of Directors in 2022
Announcement on the Adjustment of a Partially-owned Subsidiary's Security for Its
2022-046 11 May 2022
Equity-participating Company
2022-047 11 May 2022 Notice on Convening the 2022 1st Extraordinary General Meeting of Shareholders
Announcement on the Voluntary Information Disclosure of Business Volume Data
2022-048 14 May 2022
of April 2022
Announcement on the Resolutions of the 5th Extraordinary Meeting of the 10th
2022-049 17 May 2022
Board of Directors in 2022
Notice on the Addition of a Temporary Proposal and Supplementary Notice of the
2022-050 17 May 2022 General Meeting of Shareholders to the 2022 1st Extraordinary General Meeting of
Shareholders
Announcement on the Resolutions of 2022 First Extraordinary General Meeting of
2022-051 28 May 2022
Shareholders
154
China Merchants Port Group Co., Ltd. Annual Report 2022
Announcement on the Resolutions of the 6th Extraordinary Meeting of the 10th
2022-052 28 May 2022
Board of Directors in 2022
Announcement on the Selection of Vice Chairmen, the By-election of Directors, and
2022-053 28 May 2022
the Change in Senior Managers
Announcement on the Issuance of Overseas USD Bonds by a Wholly-owned
2022-054 2 June 2022
Subsidiary of a Partially-owned Subsidiary
2022-055 14 June 2022 Reminder of the Issuance of 2022 Phase IV Super-short Commercial Paper
Announcement on the Voluntary Information Disclosure of Business Volume Data
2022-056 15 June 2022
of May 2022
Announcement on the Issue Results of 2022 Phase IV Super-short-term Financing
2022-057 17 June 2022
Bonds
Announcement on 2022 Interest Payment for 2020 Public Offering of Corporate
2022-058 1 July 2022
Bonds (Tranche 1) to Qualified Investors
Announcement on the Reply to the Letter on Properly Preparing the Meeting of the
2022-059 14 July 2022 Public Offering Review Committee of the China Securities Regulatory Commission
on the Private Placement
Announcement on Voluntary Information Disclosure of Business Volume Data of
2022-060 15 July 2022
June 2022
Announcement on the Approval of the Public Offering Review Committee of the
2022-061 26 July 2022 China Securities Regulatory Commission for the Application for the Private
Placement of A Shares in 2021
Announcement on the Approval of the China Securities Regulatory Commission for
2022-062 2 August 2022
the Application for the Private Placement of A Shares in 2021
Announcement on Voluntary Information Disclosure of Business Volume Data of
2022-063 13 August 2022
July 2022
Reminder on Restricted Shares Issued in the Offering of Shares for Asset
2022-064 16 August 2022 Acquisition and Raising the Matching Funds & the Related-party Transaction Being
Allowed for Public Trading
2022-065 31 August 2022 Announcement on Resolutions of the 6th Meeting of the 10th Board of Directors
2022-066 31 August 2022 Announcement on Resolutions of the 6th Meeting of the 10th Supervisory Committee
2022-067 31 August 2022 Interim Report 2022 (Summary) (Chinese and English Versions)
2022-068 31 August 2022 Special Report of the Deposit and Use of Raised Funds for H1 2022
Announcement on the Confirmation of Land Use Rights at the Chiwan Port & the
2022-069 31 August 2022
Related-party Transaction
Announcement on Voluntary Information Disclosure of the Release of 2022 Interim
2022-070 31 August 2022
Results by Majority-owned Subsidiary
2022-071 31 August 2022 Announcement on Online Investor Meeting on 2022 Interim Results
1 September
2022-072 Announcement on Redemption of the 2nd Issue of SCP in 2022 upon Maturity
2022
1 September
2022-073 Reminder on the 5th Issue of SCP in 2022
2022
7 September
2022-074 Announcement on Results of the 5th Issue of SCP in 2022
2022
8 September
2022-075 Notice of the 2nd Extraordinary General Meeting of 2022
2022
15 September Announcement on Voluntary Information Disclosure of Business Volume Data of
2022-076
2022 August 2022
23 September Announcement on Signing the Quadripartite Supervision Agreement on the Funds
2022-077
2022 Raised
27 September
2022-078 Announcement on Resolutions of the 2nd Extraordinary General Meeting of 2022
2022
155
China Merchants Port Group Co., Ltd. Annual Report 2022
27 September
2022-079 Announcement on Redemption of the 3rd Issue of SCP in 2022 upon Maturity
2022
30 September Announcement on the Resolutions of the 7th Extraordinary Meeting of the 10th Board
2022-080
2022 of Directors in 2022
30 September Announcement on the Resolutions of the 4th Extraordinary Meeting of the 10th
2022-081
2022 Supervisory Committee in 2022
30 September
2022-082 Announcement on the Appointment of Mr. Liu Bin as Deputy General Manager
2022
30 September
2022-083 Announcement on Cash Management on Idle Raised Funds
2022
Abstract of the Listing Announcement of China Merchants Port Group Co., Ltd. on
2022-084 10 October 2022
the Non-public Offering of A Shares
Announcement on the Voluntary Disclosure of the Data on Business Volume for
2022-085 15 October 2022
September 2022
2022-086 29 October 2022 The First Quarter Report 2022 (Chinese and English Versions)
5 November Announcement on the Participation in 2022 Shenzhen Online Group Reception Day
2022-087
2022 for Listed Company Investors
15 November Announcement on the Voluntary Disclosure of the Data on Business Volume for
2022-088
2022 October 2022
30 November Announcement on the Resolution of the 2022 9th Extraordinary Meeting of the 10th
2022-089
2022 Board of Directors
30 November Announcement on the Resolution of the 2022 6th Extraordinary Meeting of the 10th
2022-090
2022 Board of Supervisors
30 November Announcement on the Extension of Financial Assistance Provided by Majority-
2022-091
2022 owned Subsidiaries and Related-Party Transactions
Announcement on the Closing of the Investment Project of Offering Shares to
30 November
2022-092 Purchase Assets and Raise the Supporting Funds and the Permanent Replenishment
2022
of Working Capital with the Surplus Funds Raised
30 November
2022-093 Notice on Convening the 2022 Third Extraordinary General Meeting
2022
Announcement on the Resolution of the 2022 10th Extraordinary Meeting of the
2022-094 9 December 2022
10th Board of Directors
Announcement on the Acceptance of the Shares of Antong Holdings Co., Ltd. and
2022-095 9 December 2022
Related-Party Transactions
2022-096 9 December 2022 Announcement on the By-election of the Director and Independent Director
Notice on the Addition of a Temporary Proposal and Supplementary Notice of the
2022-097 9 December 2022 General Meeting of Shareholders to the 2022 Third Extraordinary General Meeting
of Shareholders
13 December Announcement on the Due Payment of 2022 Phase IV Super & Short-term
2022-098
2022 Commercial Paper
15 December
2022-099 Announcement on the Change of Audit Project Partner and Signing CPA
2022
15 December Announcement on the Voluntary Disclosure of the Data on Business Volume for
2022-100
2022 November 2022
24 December
2022-101 Announcement on the Resolution of the 2022 Third Extraordinary General Meeting
2022
30 December Announcement on the Completion of the Cancellation of the Special Account for
2022-102
2022 Offering Shares to Purchase Assets and Raise the Supporting Funds
XVII Significant Events of Subsidiaries
□ Applicable √ Not applicable
156
China Merchants Port Group Co., Ltd. Annual Report 2022
157
China Merchants Port Group Co., Ltd. Annual Report 2022
Part VII Share Changes and Shareholder Information
I Share Changes
1. Share Changes
Unit: share
Before Increase/decrease in the Reporting Period (+/-) After
Shares as
Shares as
dividend
dividend
Percentage converted Percentage
Shares New issues converted Other Subtotal Shares
(%) from (%)
from
capital
profit
reserves
I. Restricted1,148,658,46 -
59.7524% 576,709,537 0 0 -571,941,566 576,716,903 23.0772%
shares 9 1,148,651,103
1. Shares
0 0.0000% 0 0 0 0 0 0 0.0000%
held by state
2. Shares
held by
0 0.0000% 576,709,537 0 0 0 576,709,537 576,709,537 23.0769%
state-owned
legal person
3. Shares
held by other
9,821 0.0005% 0 0 0 -2,455 -2,455 7,366 0.0003%
domestic
investors
Including:
Shares held
0 0.0000% 0 0 0 0 0 0 0.0000%
by domestic
legal person
Shares
held by
domestic 9,821 0.0005% 0 0 0 -2,455 -2,455 7,366 0.0003%
natural
person
4. Shares
held by 1,148,648,64 - -
59.7518% 0 0 0 0 0.0000%
foreign 8 1,148,648,648 1,148,648,648
investors
Including:
Shares held 1,148,648,64 - -
59.7518% 0 0 0 0 0.0000%
by foreign 8 1,148,648,648 1,148,648,648
legal person
Shares
held by
foreign 0 0.0000% 0 0 0 0 0 0 0.0000%
natural
person
II.
Unrestricted 773,706,655 40.2476% 0 0 0 1,148,651,103 1,148,651,103 1,922,357,758 76.9228%
shares
1. RMB
ordinary 593,819,745 30.8901% 0 0 0 1,148,648,973 1,148,648,973 1,742,468,718 69.7246%
shares
2.
Domesticall
y listed 179,886,910 9.3576% 0 0 0 2,130 2,130 179,889,040 7.1982%
foreign
shares
158
China Merchants Port Group Co., Ltd. Annual Report 2022
3. Overseas
listed foreign 0 0.0000% 0 0 0 0 0 0 0.0000%
shares
4. Other 0 0.0000% 0 0 0 0 0 0 0.0000%
III. Total 1,922,365,12
100.0000% 576,709,537 0 0 0 576,709,537 2,499,074,661 100.0000%
shares 4
Reasons for share changes:
(1) On 18 August 2022, the restricted 1,148,648,648 shares held by CMPID, a shareholder of the
Company, became unrestricted, causing a change to the volume of the Company’s negotiable shares
under no restricted sales conditions. For details, please refer to the Prompt Announcement on the
Flotation of Restricted Shares in the Offering of Shares to Purchase Assets and Raise the Supporting
Funds and Related-Party Transactions (Announcement No.: 2022-064) disclosed by the Company on
16 August 2022.
(2) The A shares offered by the Company in a non-public manner in 2021 officially went floated on
12 October 2022, changing the Company’s total share capital and the volume of negotiable shares
under a restricted sales condition, with the Company’s total share capital increasing from
1,922,365,124 shares to 2,499,074,661 shares. For details, please refer to the Listing Announcement
on the Non-public Offering of A Shares and the Abstract of the Listing Announcement on the Non-
public Offering of A Shares (Announcement No.: 2022-084) disclosed by the Company on 10 October
2022.
(3) The restricted shares held by the Company’s outgoing Senior Management members were
changed.
Approval of the share changes:
On 1 August 2022, the Company received the Approval of the Private Placement of China Merchants
Port Group Co., Ltd. (Z.J.X.K. [2022] No. 1657) issued by the China Securities Regulatory
Commission. For details, see the Announcement on the Approval of the China Securities Regulatory
Commission for the Application for the Private Placement of A Shares in 2021 (Announcement No.:
2022-062) disclosed by the Company on 2 August 2022.
Transfer of share ownership:
The A shares offered by the Company in a non-public manner officially went floated on 12 October
2022. For details, please refer to the Listing Announcement on the Non-public Offering of A Shares
and the Abstract of the Listing Announcement on the Non-public Offering of A Shares (Announcement
No.: 2022-084) disclosed by the Company on 10 October 2022.
Effects of the share changes on the basic and diluted earnings per share, equity per share attributable
to the Company’s ordinary shareholders and other financial indicators of the prior year and the prior
accounting period, respectively:
The Company’s primary earnings per share in 2022 were RMB1.61, the diluted earnings per share
RMB1.61, and the net assets per share attributable to the Company’s common shareholders
RMB21.71. By the measurement of the Company’s total share capital as at the end of 2021,
irrespective of the changes caused by the non-public offering, the Company’s primary earnings per
share in 2022 was RMB1.74, the diluted earnings per share RMB1.74, and the net assets per share
attributable to the Company’s common shareholders RMB28.23.
Other information that the Company considers necessary or is required by the securities regulator to
be disclosed:
159
China Merchants Port Group Co., Ltd. Annual Report 2022
□ Applicable √ Not applicable
2. Changes in Restricted Shares
Unit: share
Number of Number of Number of
Number of Date of
Name of increased released restricted Reason for
restricted shares at restriction
shareholders restricted restricted shares at the restriction
the period-begin release
shares shares period-end
China
According to
Merchants
relevant laws
Port
and regulations
Investment 1,148,648,648 0 1,148,648,648 0 August 2022
and the
Development
shareholder
Company
commitment
Limited
Zhejiang
According to
Provincial
relevant laws
Seaport
and regulations
Investment & 0 576,709,537 0 576,709,537 October 2025
and the
Operation
shareholder
Group Co.,
commitment
Ltd.
According to
the Articles of
Zheng Association and November
9,821 0 2,455 7,366
Shaoping the relevant 2023
laws and
regulations
Total 1,148,658,469 576,709,537 1,148,651,103 576,716,903 -- --
II Issuance and Listing of Securities
1. Securities (Exclusive of Preferred Shares) Issued in the Reporting Period
Termi
Name of
natio
Stock and
Issue Listing Approved amount n date Disclosure Disclosure
derivative Issue date Issue amount
price date for listing for index date
securities
tradin
thereof
g
Stock
Listing
Announceme
nt on Private
Issuance of Placement of
13 RMB1 12 10
shares to A-Shares by
September 8.50 576,709,537 October 576,709,537 October
specified China
2022 /share 2022 2022
parties Merchants
Port Group
Co., Ltd. and
other related
160
China Merchants Port Group Co., Ltd. Annual Report 2022
announceme
nts disclosed
on Cninfo
Notes:
The Company held the 6th Extraordinary Meeting of the 10th Board of Directors in 2021 and the 3rd
Extraordinary Meeting of the 10th Board of Supervisors in 2021 on 13 July 2021, at which, the
Proposal on the Programme for the Company’s Non-public Offering of A Shares was reviewed and
unanimously approved. Additionally, the proposal was deliberated on and approved at the 1st
Extraordinary General Meeting of 2021 held on 27 September 2021. For details, please refer to the
Announcement on the Resolution of the 6th Extraordinary Meeting of the 10th Board of Directors in
2021 (Announcement No.: 2021-053) and the Announcement on the Resolution of the 3rd
Extraordinary Meeting of the 10th Board of Supervisors in 2021 (Announcement No.: 2021-054)
disclosed by the Company on 14 July 2021, as well as relevant announcements, including the
Announcement on the Resolution of the 1st Extraordinary General Meeting of 2021 (Announcement
No.: 2021-087) disclosed by the Company on 28 September 2021.
On 1 August 2022, the Company received the Approval of the Private Placement of China Merchants
Port Group Co., Ltd. (Z.J.X.K. [2022] No. 1657) issued by the China Securities Regulatory
Commission. For details, see the Announcement on the Approval of the China Securities Regulatory
Commission for the Application for the Private Placement of A Shares in 2021 (Announcement No.:
2022-062) disclosed by the Company on 2 August 2022.
As at 15 September 2022, the Company offered Zhejiang Seaport Group 576,709,537 A shares at
RMB18.50 per share and raised RMB10,669,126,434.50 in total. With the offering expense of
RMB36,593,104.10 deducted (excluding the value-added tax), the Company raised
RMB10,632,533,330.40, of which RMB576,709,537.00 was recorded as paid-in capital (share capital)
and the remaining RMB10,055,823,793.40 as the capital reserve. For details, please refer to the
Report of China Merchants Port Group Co., Ltd. on the Non-public Offering of A Shares disclosed
by the Company on 23 September 2022.
The A shares offered by the Company in a non-public manner officially went floated on 12 October
2022. For details, please refer to the Listing Announcement on the Non-public Offering of A Shares
and the Abstract of the Listing Announcement on the Non-public Offering of A Shares (Announcement
No.: 2022-084) disclosed by the Company on 10 October 2022.
The shares bought by Zhejiang Seaport Group shall not be transferred within 36 months after the non-
public offering is completed. When the foregoing restricted sales period expires, Zhejiang Seaport
can act in line with the regulations of the China Securities Regulatory Commission and Shenzhen
Stock Exchange.
2. Changes to Total Shares, Shareholder Structure and Asset and Liability Structures
During the Reporting Period, the Company completed the offering of 576,709,537 RMB-
denominated ordinary shares (A shares) to Zhejiang Seaport Group. After the offering was completed,
the Company’s total share capital increased from 1,922,365,124 shares to 2,499,074,661 shares.
Changes to Asset and Liability Structures are detailed in the relevant section of "Section 10 Financial
161
China Merchants Port Group Co., Ltd. Annual Report 2022
Report".
3. Existing Staff-Held Shares
□ Applicable √ Not applicable
III Shareholders and Actual Controller
1. Shareholders and Their Shareholdings at the Period-End
Unit: share
Number of
preferred
Number of
shareholders
ordinary 32,505 Number of preferred
Number of 31,210 ( 20,089 with resumed
shareholders at (21,367 A- shareholders with
ordinary A-shareholder voting rights at
the month-end shareholders resumed voting rights 0 0
shareholders at s and 11,121 B- the month-end
prior to the and 11,138 B- at the period-end (if
the period-end shareholders) prior to the
disclosure of shareholders) any)
disclosure of
this Report
this Report (if
any)
5% or greater shareholders or top 10 shareholders
Sharehold Increase/dec
Total shares
Name of Nature of ing rease in the Restricted Unrestricted
held at the Shares in pledge or frozen
shareholder shareholder percentag Reporting shares held shares held
period-end
e Period
CHINA
MERCHANTS
PORT Foreign
INVESTMENT legal 45.96% 1,148,648,648 0 0 1,148,648,648 0
DEVELOPMENT person
COMPANY
LIMITED
ZHEJIANG
PROVINCIAL
State-
SEAPORT
owned
INVESTMENT & 23.08% 576,709,537 576,709,537 576,709,537 0 0
legal
OPERATION
person
GROUP CO.,
LTD.
CHINA
MERCHANTS State-
GANGTONG owned
14.84% 370,878,000 0 0 370,878,000 0
DEVELOPMENT legal
(SHENZHEN) person
CO., LTD.
162
China Merchants Port Group Co., Ltd. Annual Report 2022
SHENZHEN
INFRASTRUCTU
RE
INVESTMENT
FUND-
Fund and
SHENZHEN
wealth
INFRASTRUCTU 2.59% 64,850,182 0 0 64,850,182 0
managemen
RE
t products
INVESTMENT
FUND
PARTNERSHIP
(LIMITED
PARTNERSHIP)
State-
CHINA-AFRICA
owned
DEVELOPMENT 2.57% 64,102,564 0 0 64,102,564 0
legal
FUND
person
State-
BROADFORD
owned
GLOBAL 2.21% 55,314,208 0 0 55,314,208 Unknown
legal
LIMITED
person
HONG KONG
Foreign
SECURITIES
legal 0.25% 6,210,896 165,827 0 6,210,896 Unknown
CLEARING
person
COMPANY LTD.
Domestic
ZHU HUI natural 0.12% 2,880,003 -78,000 0 2,880,003 Unknown
person
CHINA
Foreign
MERCHANTS
legal 0.10% 2,542,455 -21,100 0 2,542,455 Unknown
SECURITIES
person
(HK) CO., LTD.
MONETARY
Foreign
AUTHORITY OF
legal 0.09% 2,172,637 2,172,637 0 2,172,637 Unknown
MACAO-SELF-
person
OWNED FUNDS
Among the foregoing shareholders, Shenzhen Infrastructure Investment Fund-Shenzhen
Infrastructure Investment Fund Partnership (Limited Partnership) subscribed for 64,850,182 shares
of the Company offered in a non-public manner in 2019 for raising supporting funds at RMB17.16
per share. The subscribed shares were floated on Shenzhen Stock Exchange on 4 November 2019,
Strategic investors or general
and the lock-in period lasted until 4 November 2020. China-Africa Development Fund subscribed
legal person becoming top-ten
for 64,102,564 shares of the Company offered in a non-public manner in 2019 for raising supporting
ordinary shareholders due to
funds at RMB17.16 per share. The subscribed shares were floated on Shenzhen Stock Exchange on
placing of new shares (if any)
4 November 2019, and the lock-in period lasted until 4 November 2020. Zhejiang Provincial Seaport
Investment & Operation Group Co., Ltd. subscribed for 576,709,537 shares of the Company offered
in a non-public manner at RMB18.50 per share. The subscribed shares were floated on Shenzhen
Stock Exchange on 12 October 2022, and the lock-in period lasts until 12 October 2025.
China Merchants Gangtong Development (Shenzhen) Co., Ltd. is a majority-owned subsidiary of
Related or acting-in-concert
Broadford Global Limited, and Broadford Global Limited is the controlling shareholder of China
parties among the shareholders
Merchants Port Investment Development Company Limited. The Company does not know whether
above
the other unrestricted shareholders are related parties or not.
Above shareholders involved in
entrusting/being entrusted and None
giving up voting rights
Special account for share
repurchases (if any) among the
None
top 10 shareholders (see note
10)
Top 10 unrestricted shareholders
Shares by type
Name of shareholder Unrestricted shares held at the period-end
Type Shares
CHINA MERCHANTS PORT
RMB
INVESTMENT
1,148,648,648 ordinary 1,148,648,648
DEVELOPMENT COMPANY
share
LIMITED
163
China Merchants Port Group Co., Ltd. Annual Report 2022
CHINA MERCHANTS
RMB
GANGTONG
370,878,000 ordinary 370,878,000
DEVELOPMENT
share
(SHENZHEN) CO., LTD.
SHENZHEN
INFRASTRUCTURE
INVESTMENT FUND-
RMB
SHENZHEN
64,850,182 ordinary 64,850,182
INFRASTRUCTURE
share
INVESTMENT FUND
PARTNERSHIP (LIMITED
PARTNERSHIP)
RMB
CHINA-AFRICA
64,102,564 ordinary 64,102,564
DEVELOPMENT FUND
share
Domestical
BROADFORD GLOBAL ly listed
55,314,208 55,314,208
LIMITED foreign
share
RMB
HONG KONG SECURITIES
6,210,896 ordinary 6,210,896
CLEARING COMPANY LTD.
share
RMB
ZHU HUI 2,880,003 ordinary 2,880,003
share
Domestical
CHINA MERCHANTS ly listed
2,542,455 2,542,455
SECURITIES (HK) CO., LTD. foreign
share
MONETARY AUTHORITY RMB
OF MACAO-SELF-OWNED 2,172,637 ordinary 2,172,637
FUNDS share
RMB
MAI SHUQING 2,129,247 ordinary 2,129,247
share
Related or acting-in-concert
parties among top 10 China Merchants Gangtong Development (Shenzhen) Co., Ltd. is a majority-owned subsidiary of
unrestricted public shareholders, Broadford Global Limited, and Broadford Global Limited is the controlling shareholder of China
as well as between top 10 Merchants Port Investment Development Company Limited. The Company does not know whether
unrestricted public shareholders the other unrestricted shareholders are related parties or not.
and top 10 shareholders
Top 10 ordinary shareholders
involved in securities margin N/A
trading (if any)
Indicate by tick mark whether any of the top 10 ordinary shareholders or the top 10 unrestricted
ordinary shareholders of the Company conducted any promissory repo during the Reporting Period.
□ Yes √ No
No such cases in the Reporting Period.
2. Controlling Shareholder
Nature of the controlling shareholder: Controlled by a central state-owned legal person
Type of the controlling shareholder: legal person
Legal
Name of controlling representativ Principal
Date of establishment Unified social credit code
shareholder e/person in activity
charge
164
China Merchants Port Group Co., Ltd. Annual Report 2022
Port services,
Huang bonded logistic
Shengchao, and cold chain
BROADFORD GLOBAL
Wang Zhu, 27 November 2017 68550019-000 services,
LIMITED
Zheng property
Peihui development
and investment
Shareholdings of the
controlling shareholder in
other listed companies at N/A
home or abroad in this
Reporting Period
Change of the controlling shareholder in the Reporting Period:
□ Applicable √ Not applicable
No such cases in the Reporting Period.
3. Actual Controller and Its Acting-in-Concert Parties
Nature of the actual controller: Central institution for state-owned assets management
Type of the actual controller: legal person
Legal
Name of
representativ Unified social
actual Date of establishment Principal activity
e/person in credit code
controller
charge
Lease and agency of water/land passenger-cargo
transportation, water/land conveyance and facilities;
investment and management of port and storage business;
salvage, refloatation and tugboat; industrial production;
construction, repairing, checking and marketing of shipping,
offshore petroleum drilling equipment; repairing and
checking of drilling platform and drilling container; overall
contracting of water/land construction projects and the
related offshore petroleum development projects, and their
construction organization and logistic services; procurement,
supply and sale of water/land communication and
transportation equipment; export and import business of
transportation; investment and management of finance,
China
Miao 9111000010000 insurance, trust, securities, futures business; investment and
Merchants 14 October 1986
Jianmin 5220B management of tourism, hotels, catering services and relevant
Group
service; real estate development, management and
consultancy of property; investment and management of
petroleum and chemical industry; investment and operation
of infrastructure of communication; overseas assets
management. Development and management of Shenzhen
Shekou Industrial Zone and Fujian Zhangzhou Development
Zone. (The market body shall independently choose business
items and carry out business activities according to law. For
items requiring approval according to law, the market body
must obtain approval from related authorities before carrying
out the business activities. The market body shall not engage
in business activities that are banned and restricted in the
national and municipal industrial policies.)
Sharehold China Merchants Group holds:
ings of the 74.35% shares of China Merchants Land Limited;
actual 69.15% shares of Liaoning Port Co., Ltd.;
controller 68.72% shares of China Merchants Expressway Network &Technology Holdings Co., Ltd;
in other 64.82% shares of China Merchants Shekou Industrial Zone Holdings Co., Ltd.;
listed 58.00% shares of Sinotrans Limited;
companie 54.14% shares of China Merchants Energy Shipping Co., Ltd;
165
China Merchants Port Group Co., Ltd. Annual Report 2022
s at home 51.16% shares of China Merchants Property Operation & Service Co., Ltd.;
or abroad 45.93% share of China Merchants Port Holdings Company Limited;
in this 44.17% shares of China Merchants Securities Co. Ltd.;
Reporting 29.97% shares of China Merchants Bank Co., Ltd;
Period 27.97% shares of Nanjing Tanker Corporation;
27.59% shares of China Merchants China Direct Investments Limited.
Change of the actual controller during the Reporting Period:
□ Applicable √ Not applicable
No such cases in the Reporting Period.
Ownership and control relations between the actual controller and the Company:
Indicate by tick mark whether the actual controller controls the Company via trust or other ways of
asset management.
□ Applicable √ Not applicable
4. Number of Accumulative Pledged Shares held by the Company’s Controlling Shareholder
or the Largest Shareholder as well as Its Acting-in-Concert Parties Accounts for 80% of all
shares of the Company held by Them
□ Applicable √ Not applicable
5. Other 10% or Greater Corporate Shareholders
166
China Merchants Port Group Co., Ltd. Annual Report 2022
Legal
Name of
representati Date of
corporate Registered capital Business scope or management activities
ve/person establishment
shareholders
in charge
China
Merchants Huang
Port Shengchao,
15 November HKD28,287,989,24
Investment Wang Zhu, Investment management of equities and others
2013 1
Development Zheng
Company Peihui
Limited
The exploration and utilization of marine
resources, marine industry investment, the
management of marine and port resources and
Zhejiang
capital operations, port investment,
Provincial
construction, and operations, shipping services,
Seaport
Mao commodity reserves, trading, and processing
Investment & 30 July 2014 RMB50 billion
Jianhong (excluding hazardous chemicals), marine
Operation
engineering construction, and port engineering
Group Co.,
design and supervision. (Business activities
Ltd.
that require approval in accordance with laws
shall be subject to approval by relevant
authorities.)
Provision of management services for ports
(without involving special administrative
measures on the access of foreign investment);
port information inquiries, economic
information consultation, economic
information consultation, corporate
management consultation, business
information consultation, brand management
consultation and logistics information
consultation (excluding restricted items in each
case); technical development and sales of ship
machinery and equipment; technical services in
respect of port loading and unloading
equipment; supporting businesses in respect of
China the design, sales, import and export of loading
Merchants and unloading tools, mechanical and electrical
Gangtong products and non-ferrous metal products
Qi Yue 16 January 2018 RMB13,495,525,70
Development (excluding precious metals) (Commodities that
0
(Shenzhen) involve state trading, quota, license and special
Co., Ltd. administrative regulations shall be operated
through the application pursuant to related state
regulations); technical development and
technical services in respect of modern
logistics information systems; supply chain
management and related supporting services;
design of logistics plans; planning of corporate
image; planning of cultural exchange activities
(without involving special administrative
measures on the access of foreign investment);
marketing planning; and planning of brand
image. (In each case, any item forbidden by
laws, administrative regulations and the State
Council shall be excluded and restricted items
shall be operated upon the attainment of the
167
China Merchants Port Group Co., Ltd. Annual Report 2022
permission), licensed business item: none
6. Limitations on Shareholding Decrease by the Company’s Controlling Shareholder, Actual
Controller, Reorganizer and Other Commitment Makers
□ Applicable √ Not applicable
IV Specific Implementation of Share Repurchases in the Reporting Period
Progress on any share repurchases:
□ Applicable √ Not applicable
Progress on reducing the repurchased shares by means of centralized bidding:
□ Applicable √ Not applicable
168
China Merchants Port Group Co., Ltd. Annual Report 2022
Part VIII Preference Shares
□ Applicable √ Not applicable
No preference shares in the Reporting Period.
169
China Merchants Port Group Co., Ltd. Annual Report 2022
Part IX Bonds
I Enterprise Bonds
□ Applicable √ Not applicable
No enterprise bonds in the Reporting Period.
II Corporate Bonds
1. Basic Information of the Corporate Bonds
Unit: RMB
Tradi
Date of Value Bonds Interest Way of
Name Abbr. Code Maturity ng
issuance date balance rate redemption
place
Simple
interest is
adopted and
2020
calculated by
Public
year. No
Offering
compound
of
interest is
Corporate
calculated.
Bonds of Shen
Interests are
China 20 zhen
7 July 7 July 8 July 2,000,000,0 paid once
Merchant CMPort 149170 3.36% Stock
2020 2020 2023 00.00 every year and
s Port 01 Exch
principals paid
Group ange
in lump sum at
Co., Ltd.
maturity. In
(for
the last
qualified
instalment, the
investors)
interests are
(Phase I)
paid together
with principal
repayment.
Simple
interest is
2022 adopted and
Public calculated by
Offering year. No
of compound
Corporate interest is
Bonds of calculated.
Shen
China 29 August Interests are
22 zhen
Merchant 2022 to 30 August 30 August 3,000,000,0 paid once
CMPort 148052 2.69% Stock
s Port 30 August 2022 2025 00.00 every year and
01 Exch
Group 2022 principals paid
ange
Co., Ltd. in lump sum at
(for maturity. In
professio the last
nal instalment, the
investors) interests are
(Phase I) paid together
with principal
repayment.
2022 22 5 6 6
3,000,000,0 Simple Shen
Public CMPort 148058 Septembe Septembe Septembe 2.45%
00.00 interest is zhen
Offering 02 r 2022 to r 2022 r 2024
170
China Merchants Port Group Co., Ltd. Annual Report 2022
Tradi
Date of Value Bonds Interest Way of
Name Abbr. Code Maturity ng
issuance date balance rate redemption
place
of 6 adopted and Stock
Corporate Septembe calculated by Exch
Bonds of r 2022 year. No ange
China compound
Merchant interest is
s Port calculated.
Group Interests are
Co., Ltd. paid once
(for every year and
professio principals paid
nal in lump sum at
investors) maturity. In
(Phase II) the last
instalment, the
interests are
paid together
with principal
repayment.
The
maturity
date of the
bonds is 9
Septembe
r 2023; if Simple
2022 the issuer interest is
Public exercises adopted and
Offering the calculated by
of redemptio year. No
Corporate n option, compound
Bonds of the interest is
China 8 maturity calculated.
Shen
Merchant Septembe date of the Interests are
22 9 zhen
s Port r 2022 to bonds is 8 2,000,000,0 paid once
CMPort 148060 Septembe 1.93% Stock
Group 9 March 00.00 every year and
03 r 2022 Exch
Co., Ltd. Septembe 2023; if principals paid
ange
(for r 2022 the in lump sum at
professio investor maturity. In
nal exercises the last
investors) the resale instalment, the
(Phase option, interests are
III) the paid together
maturity with principal
date of the repayment.
resale
portion of
the bonds
is 8 March
2023.
Appropriate arrangement of the
The Company's bonds are publicly issued to professional institutional investors
investors (if any)
Applicable trading mechanism Match-and-deal, negotiate-and-deal, click-and-deal, inquire-and-deal, bid-and-deal
Risk of termination of listing
transactions (if any) and Not
countermeasures
Overdue bonds
□ Applicable √ Not applicable
2. The Trigger and Execution of the Option Clause of the Issuers or Investors and the Investor
Protection Clause
171
China Merchants Port Group Co., Ltd. Annual Report 2022
□ Applicable √ Not applicable
3. Intermediary
Signature Contact person
Bond Intermediary Office address Contact number
accountant of intermediary
18F CITIC
Lead Securities
Underwriter and Tower, No.8
Trustee: CITIC Zhongxin 3rd Not applicable Feng Yuan 0755-23835062
Securities Co., Road, Futian
Ltd. District,
Shenzhen
20th Floor,
China
2020 Public Resources
Law firm:
Offering of Building, No. 8 Liu Yongzhao,
Beijing Junhe Not applicable 010-8519 1300
Corporate Jianguomen Chen Shanshan
Law Firm
Bonds of China North Street,
Merchants Port Dongcheng
Group Co., Ltd. District, Beijing
(for qualified Credit rating Room 60101,
investors) agency: China Building 1, No.
(Phase I) Chengxin 2 Nanzhugan Zhong Ting,
Not applicable 027-87339288
International Hutong, Liang Ziqiu
Credit Rating Dongcheng
Co., Ltd. District, Beijing
Auditor:
30th Floor,
Deloitte Touche Huang Yue, Li
Bund Center,
Tohmatsu Weihua, Jiang
No. 222 East Wang Hongmei 021-61418888
Certified Public Qishen, Zhang
Yan'an Road,
Accountants Min
Shanghai
LLP
18F CITIC
Lead Securities
Underwriter and Tower, No.8
Trustee: CITIC Zhongxin 3rd Not applicable Feng Yuan 0755-23835062
Securities Co., Road, Futian
Ltd. District,
2022 Public Shenzhen
Offering of 20th Floor,
Corporate China
Bonds of China Resources
Law firm:
Merchants Port Building, No. 8 Liu Yongzhao,
Beijing Junhe Not applicable 010-8519 1300
Group Co., Ltd. Jianguomen Chen Shanshan
Law Firm
(for professional North Street,
investors) Dongcheng
(Phase I) District, Beijing
Credit rating Room 60101,
agency: China Building 1, No.
Chengxin 2 Nanzhugan Zhong Ting,
Not applicable 027-87339288
International Hutong, Liang Ziqiu
Credit Rating Dongcheng
Co., Ltd. District, Beijing
172
China Merchants Port Group Co., Ltd. Annual Report 2022
Auditor:
30th Floor,
Deloitte Touche
Bund Center, Xu Xiangzhao,
Tohmatsu
No. 222 East Li Weihua, Pi Wang Hongmei 021-61418888
Certified Public
Yan’an Road, Dehan
Accountants
Shanghai
LLP
18F CITIC
Lead Securities
Underwriter and Tower, No.8
Trustee: CITIC Zhongxin 3rd Not applicable Feng Yuan 0755-23835062
Securities Co., Road, Futian
Ltd. District,
Shenzhen
20th Floor,
China
2022 Public
Resources
Offering of Law firm:
Building, No. 8 Liu Yongzhao,
Corporate Beijing Junhe Not applicable 010-8519 1300
Jianguomen Chen Shanshan
Bonds of China Law Firm
North Street,
Merchants Port
Dongcheng
Group Co., Ltd.
District, Beijing
(for professional
Credit rating Room 60101,
investors)
agency: China Building 1, No.
(Phase II)
Chengxin 2 Nanzhugan Zhong Ting,
Not applicable 027-87339288
International Hutong, Liang Ziqiu
Credit Rating Dongcheng
Co., Ltd. District, Beijing
Auditor:
30th Floor,
Deloitte Touche
Bund Center, Xu Xiangzhao,
Tohmatsu
No. 222 East Li Weihua, Pi Wang Hongmei 021-61418888
Certified Public
Yan’an Road, Dehan
Accountants
Shanghai
LLP
18F CITIC
Lead Securities
Underwriter and Tower, No.8
Trustee: CITIC Zhongxin 3rd Not applicable Feng Yuan 0755-23835062
Securities Co., Road, Futian
Ltd. District,
Shenzhen
20th Floor,
2022 Public
China
Offering of
Resources
Corporate Law firm:
Building, No. 8 Liu Yongzhao,
Bonds of China Beijing Junhe Not applicable 010-8519 1300
Jianguomen Chen Shanshan
Merchants Port Law Firm
North Street,
Group Co., Ltd.
Dongcheng
(for professional
District, Beijing
investors)
Credit rating Room 60101,
(Phase III)
agency: China Building 1, No.
Chengxin 2 Nanzhugan Zhong Ting,
Not applicable 027-87339288
International Hutong, Liang Ziqiu
Credit Rating Dongcheng
Co., Ltd. District, Beijing
Auditor: 30th Floor, Xu Xiangzhao,
Deloitte Touche Bund Center, Li Weihua, Pi Wang Hongmei 021-61418888
Tohmatsu No. 222 East Dehan
173
China Merchants Port Group Co., Ltd. Annual Report 2022
Certified Public Yan’an Road,
Accountants Shanghai
LLP
Indicate by tick mark whether above intermediary changed in the Reporting Period
□ Yes √ No
4. List of the Usage of the Raised Funds
Unit: RMB
Whether is
consistent
Operation Rectificatio with the
Unuse of special n of raised usage, using
d account for funds for plan and
Bonds Total amount Amount spent
amoun raised violation other
t funds (if operation agreements
any) (if any) stipulated in
the raising
specification
2020 Public
Offering of
Corporate
Bonds of China
Merchants Port 2,000,000,000.00 2,000,000,000.00 0.00 Normal None Yes
Group Co., Ltd.
(for qualified
investors)
(Phase I)
2022 Public
Offering of
Corporate
Bonds of China
Merchants Port
3,000,000,000.00 3,000,000,000.00 0.00 Normal None Yes
Group Co., Ltd.
(for
professional
investors)
(Phase I)
2022 Public
Offering of
Corporate
Bonds of China
Merchants Port
Group Co., Ltd. 3,000,000,000.00 3,000,000,000.00 0.00 Normal None Yes
(for
professional
investors)
(Phase II)
174
China Merchants Port Group Co., Ltd. Annual Report 2022
2022 Public
Offering of
Corporate
Bonds of China
Merchants Port
Group Co., Ltd. 2,000,000,000.00 2,000,000,000.00 0.00 Normal None Yes
(for
professional
investors)
(Phase III)
The raised funds were used for project construction
□ Applicable √ Not applicable
The Company changed the usage of above funds raised from bonds during the Reporting Period.
□ Applicable √ Not applicable
5. Adjustment of Credit Rating Results during the Reporting Period
□ Applicable √ Not applicable
6. Execution and Changes of Guarantee, Repayment Plan and Other Repayment Guarantee
Measures as well as Influence on Equity of Bond Investors during the Reporting Period
□ Applicable √ Not applicable
III Debt Financing Instruments of Non-financial Enterprises
1. Basic Information of Debt Financing Instruments of a Non-financial Enterprise
Unit: RMB
Way Tr
Inter of adi
Date of Value
Name Abbr. Code Maturity Bonds balance est rede ng
issuance date
rate mpti pla
on ce
Inter
ests
paid
Medium- once Int
term Notes every erb
of China year an
Merchants and k
21 CMPort 102100703 14 April 16 April 16 April
Port 2,000,000,000.00 3.52 princ bo
MTN001 .IB 2021 2021 2024
Group ipals nd
Co., Ltd. paid ma
(Phase I in rke
2021) lump t
sum
on
the
175
China Merchants Port Group Co., Ltd. Annual Report 2022
rede
mpti
on
date
Princ
Super-
ipals
short-term Int
and
Commerci erb
inter
al Papers 10 an
est
of China December 14 k
21 CMPort 012105379 14 March paid
Merchants 2021 to 13 December 0 2.45 bo
SCP007 .IB 2022 in
Port December 2021 nd
lump
Group 2021 ma
sum
Co., Ltd. rke
at
(Phase VII t
matu
2021)
rity
Princ
Super-
ipals
short-term Int
and
Commerci erb
inter
al Papers an
est
of China k
22 CMPort 012280274 17 January 18 January 18 April paid
Merchants 0 2.32 bo
SCP001 .IB 2022 2022 2022 in
Port nd
lump
Group ma
sum
Co., Ltd. rke
at
(Phase I t
matu
2022)
rity
Princ
Super-
ipals
short-term Int
and
Commerci erb
inter
al Papers an
est
of China 31 k
22 CMPort 012280798 2 March 4 March paid
Merchants August 0 2.15 bo
SCP002 .IB 2022 2022 in
Port 2022 nd
lump
Group ma
sum
Co., Ltd. rke
at
(Phase II t
matu
2022)
rity
Princ
Super-
ipals
short-term Int
and
Commerci erb
inter
al Papers an
est
of China 26 k
22 CMPort 012281252 28 March 30 March paid
Merchants Septembe 0 2.13 bo
SCP003 .IB 2022 2022 in
Port r 2022 nd
lump
Group ma
sum
Co., Ltd. rke
at
(Phase III t
matu
2022)
rity
Princ
Super-
ipals
short-term Int
and
Commerci erb
inter
al Papers an
est
of China 12 k
22 CMPort 012282116 14 June 15 June paid
Merchants Decembe 0 2.00 bo
SCP004 .IB 2022 2022 in
Port r 2022 nd
lump
Group ma
sum
Co., Ltd. rke
at
(Phase IV t
matu
2022)
rity
Super- 1 5 Princ Int
22 CMPort 012283152 2 June
short-term September September 1,000,000,000.00 1.75 ipals erb
SCP005 .IB 2023
Commerci 2022 2022 and an
176
China Merchants Port Group Co., Ltd. Annual Report 2022
al Papers inter k
of China est bo
Merchants paid nd
Port in ma
Group lump rke
Co., Ltd. sum t
(Phase V at
2022) matu
rity
Appropriat
e
arrangeme
Not applicable
nt of the
investors
(if any)
Applicable
trading
Inquiry
mechanis
m
Risk of
terminatio
n of listing
transaction
None
s (if any)
and
counterme
asures
Matured bonds unredeemed
□ Applicable √ Not applicable
2. Triggering and Implementation of Issuer or Investor Option Clauses and Investor Protection
Clauses
□ Applicable √ Not applicable
3. Intermediary
Signature Contact person
Bond Intermediary Office address Contact number
accountant of intermediary
China
Merchants
Lead
Bank Shenzhen
Underwriter:
Branch Luo Yingying,
China 0755-88023712
Building, No. Gan Yawen
Merchants Bank
2016 Shennan
Co., Ltd.
Avenue,
Medium-term
Shenzhen
Notes of China
22nd Floor,
Merchants Port Uninvolved
CITIC
Group Co., Ltd.
Securities
(Phase I 2021) Joint lead
Building, No.
underwriter:
48
CITIC Feng Yuan 0755-2383 5888
Liangmaqiao
Securities Co.,
Road,
Ltd.
Chaoyang
District,
Beijing
177
China Merchants Port Group Co., Ltd. Annual Report 2022
Signature Contact person
Bond Intermediary Office address Contact number
accountant of intermediary
20th Floor,
China
Resources
Law firm:
Building, No. 8 Liu Yongzhao,
Beijing Junhe 010-8519 1300
Jianguomen Chen Shanshan
Law Firm
North Street,
Dongcheng
District, Beijing
Credit rating Room 60101,
agency: China Building 1, No.
Chengxin 2 Nanzhugan Zhong Ting,
027-87339288
International Hutong, Liang Ziqiu
Credit Rating Dongcheng
Co., Ltd. District, Beijing
Lead No. 69,
Underwriter: Jianguomen
Agricultural Inner Street, An Liwei 010-85109045
Bank of China Dongcheng
Co., Ltd. District, Beijing
No. 1
Lead Fuxingmen
Underwriter: Inner Street,
Xie Zhijian 010-66592416
Bank of China Xicheng
Super-short-
Limited District,
term
Beijing, China
Commercial
20th Floor,
Papers of China
China Uninvolved
Merchants Port
Resources
Group Co., Ltd. Law firm:
Building, No. 8 Liu Yongzhao,
(Phase VII Beijing Junhe 010-8519 1300
Jianguomen Chen Shanshan
2021) Law Firm
North Street,
Dongcheng
District, Beijing
Credit rating Room 60101,
agency: China Building 1, No.
Chengxin 2 Nanzhugan Zhong Ting,
027-87339288
International Hutong, Liang Ziqiu
Credit Rating Dongcheng
Co., Ltd. District, Beijing
China
Merchants
Lead
Bank Shenzhen
Underwriter:
Branch Luo Yingying,
China 0755-88023712
Building, No. Gan Yawen
Super-short- Merchants Bank
2016 Shennan
term Co., Ltd.
Avenue,
Commercial
Shenzhen
Papers of China Uninvolved
Building 1,
Merchants Port
Co-lead Dean An
Group Co., Ltd.
Underwriter: Xingrong
(Phase I 2022)
China Center, No. 1 Zhou Peng, Xie 010-67596478 、
Construction Naoshikou Yuqian 0755-81683042
Bank Street, Xicheng
Corporation District,
Beijing
178
China Merchants Port Group Co., Ltd. Annual Report 2022
Signature Contact person
Bond Intermediary Office address Contact number
accountant of intermediary
20th Floor,
China
Resources
Law firm:
Building, No. 8 Liu Yongzhao,
Beijing Junhe 010-8519 1300
Jianguomen Chen Shanshan
Law Firm
North Street,
Dongcheng
District, Beijing
Credit rating Room 60101,
agency: China Building 1, No.
Chengxin 2 Nanzhugan Zhong Ting,
027-87339288
International Hutong, Liang Ziqiu
Credit Rating Dongcheng
Co., Ltd. District, Beijing
China
Merchants
Lead
Bank Shenzhen
Underwriter:
Branch Luo Yingying,
China 0755-88023712
Building, No. Gan Yawen
Merchants Bank
2016 Shennan
Co., Ltd.
Avenue,
Shenzhen
No. 55
Co-lead
Fuxingmen
Underwriter:
Inner Street,
Super-short- Industrial and Liu Hanbin 010-81012319
Xicheng
term Commercial
District,
Commercial Bank of China
Beijing, China
Papers of China Uninvolved
20th Floor,
Merchants Port
China
Group Co., Ltd.
Resources
(Phase II 2022) Law firm:
Building, No. 8 Liu Yongzhao,
Beijing Junhe 010-8519 1300
Jianguomen Chen Shanshan
Law Firm
North Street,
Dongcheng
District, Beijing
Credit rating Room 60101,
agency: China Building 1, No.
Chengxin 2 Nanzhugan Zhong Ting,
027-87339288
International Hutong, Liang Ziqiu
Credit Rating Dongcheng
Co., Ltd. District, Beijing
China
Merchants
Lead
Bank Shenzhen
Super-short- Underwriter:
Branch Luo Yingying,
term China 0755-88023712
Building, No. Gan Yawen
Commercial Merchants Bank
2016 Shennan
Papers of China Co., Ltd. Uninvolved
Avenue,
Merchants Port
Shenzhen
Group Co., Ltd.
Lead No. 1
(Phase III 2022)
Underwriter: Fuxingmen
Xie Zhijian 010-66592416
Bank of China Inner Street,
Limited Xicheng
179
China Merchants Port Group Co., Ltd. Annual Report 2022
Signature Contact person
Bond Intermediary Office address Contact number
accountant of intermediary
District,
Beijing, China
20th Floor,
China
Resources
Law firm:
Building, No. 8 Liu Yongzhao,
Beijing Junhe 010-8519 1300
Jianguomen Chen Shanshan
Law Firm
North Street,
Dongcheng
District, Beijing
Credit rating Room 60101,
agency: China Building 1, No.
Chengxin 2 Nanzhugan Zhong Ting,
027-87339288
International Hutong, Liang Ziqiu
Credit Rating Dongcheng
Co., Ltd. District, Beijing
China
Merchants
Lead
Bank Shenzhen
Underwriter:
Branch Luo Yingying,
China 0755-88023712
Building, No. Gan Yawen
Merchants Bank
2016 Shennan
Co., Ltd.
Avenue,
Shenzhen
Lead No. 69,
Underwriter: Jianguomen
Super-short- Agricultural Inner Street, An Liwei 010-85109045
term Bank of China Dongcheng
Commercial Co., Ltd. District, Beijing
Papers of China 20th Floor, Uninvolved
Merchants Port China
Group Co., Ltd. Resources
Law firm:
(Phase IV 2022) Building, No. 8 Liu Yongzhao,
Beijing Junhe 010-8519 1300
Jianguomen Chen Shanshan
Law Firm
North Street,
Dongcheng
District, Beijing
Credit rating Room 60101,
agency: China Building 1, No.
Chengxin 2 Nanzhugan Zhong Ting,
027-87339288
International Hutong, Liang Ziqiu
Credit Rating Dongcheng
Co., Ltd. District, Beijing
Lead No. 69,
Underwriter: Jianguomen
Super-short- Agricultural Inner Street, An Liwei 010-85109045
term Bank of China Dongcheng
Commercial Co., Ltd. District, Beijing
Papers of China No. 1 Uninvolved
Merchants Port Lead Fuxingmen
Group Co., Ltd. Underwriter: Inner Street,
Li Xintong 010-66595024
(Phase V 2022) Bank of China Xicheng
Limited District,
Beijing, China
180
China Merchants Port Group Co., Ltd. Annual Report 2022
Signature Contact person
Bond Intermediary Office address Contact number
accountant of intermediary
20th Floor,
China
Resources
Law firm:
Building, No. 8 Liu Yongzhao,
Beijing Junhe 010-8519 1300
Jianguomen Chen Shanshan
Law Firm
North Street,
Dongcheng
District, Beijing
Credit rating Room 60101,
agency: China Building 1, No.
Chengxin 2 Nanzhugan Zhong Ting,
027-87339288
International Hutong, Liang Ziqiu
Credit Rating Dongcheng
Co., Ltd. District, Beijing
Indicate by tick mark whether above intermediary changed in the Reporting Period
□ Yes √ No
4. List of the Usage of the Raised Funds
Unit: RMB
Whether is
consistent
Operation Rectification with the
of special of raised usage, using
Unused account funds for plan and
Bonds Total amount Amount spent
amount for raised violation other
funds (if operation (if agreements
any) any) stipulated in
the raising
specification
Medium-term
Notes of
China
Merchants
2,000,000,000.00 2,000,000,000.00 0.00 None None Yes
Port Group
Co., Ltd.
(Phase I
2021)
Super-short-
term
Commercial
Papers of
China
2,000,000,000.00 2,000,000,000.00 0.00 None None Yes
Merchants
Port Group
Co., Ltd.
(Phase VII
2021)
Super-short-
term 2,000,000,000.00 2,000,000,000.00 0.00 None None Yes
Commercial
181
China Merchants Port Group Co., Ltd. Annual Report 2022
Papers of
China
Merchants
Port Group
Co., Ltd.
(Phase I
2022)
Super-short-
term
Commercial
Papers of
China
1,000,000,000.00 1,000,000,000.00 0.00 None None Yes
Merchants
Port Group
Co., Ltd.
(Phase II
2022)
Super-short-
term
Commercial
Papers of
China
2,000,000,000.00 2,000,000,000.00 0.00 None None Yes
Merchants
Port Group
Co., Ltd.
(Phase III
2022)
Super-short-
term
Commercial
Papers of
China
2,000,000,000.00 2,000,000,000.00 0.00 None None Yes
Merchants
Port Group
Co., Ltd.
(Phase IV
2022)
Super-short-
term
Commercial
Papers of
China
1,000,000,000.00 1,000,000,000.00 0.00 None None Yes
Merchants
Port Group
Co., Ltd.
(Phase V
2022)
The raised funds were used for project construction
□ Applicable √ Not applicable
The Company changed the usage of above funds raised from bonds during the Reporting Period.
□ Applicable √ Not applicable
182
China Merchants Port Group Co., Ltd. Annual Report 2022
5. Adjustment of Credit Rating Results during the Reporting Period
□ Applicable √ Not applicable
6. Execution and Changes of Guarantee, Repayment Plan and Other Repayment Guarantee
Measures as well as Influence on Equity of Bond Investors during the Reporting Period
□ Applicable √ Not applicable
IV Convertible Corporate Bonds
□ Applicable √ Not applicable
No such cases in the Reporting Period.
V Losses of Scope of Consolidated Financial Statements during the Reporting Period Exceeding
10% of Net Assets up the Period-end of Last Year
□ Applicable √ Not applicable
VI Matured Interest-bearing Debt excluding Bonds up the Period-end
□ Applicable √ Not applicable
VII Whether there was any Violation of Rules and Regulations during the Reporting Period
□ Yes √ No
VIII The Major Accounting Data and the Financial Indicators of the Recent 2 Years of the
Company up the Period-end
31 December 2021
Item 31 December 2022 Change
(restated)
Current ratio 76.93% 75.96% 1.28%
Debt/asset ratio 35.07% 36.91% -1.84%
Quick ratio 76.08% 75.32% 1.01%
2022 2021 (restated) Change
Net profit before exceptional
334,517.02 235,570.03 42.00%
gains and losses (RMB ’0,000)
Debt/EBITDA ratio 21.47% 21.65% -0.18%
Interest cover (times) 4.14 4.62 -10.39%
Cash-to-interest cover (times) 5.02 5.02 0.00%
EBITDA-to-interest cover (times) 6.59 7.16 -7.96%
183
China Merchants Port Group Co., Ltd. Annual Report 2022
Debt repayment ratio (%) 100.00% 100.00% -
Interest payment ratio (%) 100.00% 100.00% -
184
China Merchants Port Group Co., Ltd. Annual Report 2022
Part X Financial Statements
I Independent Auditor’s Report
Type of the independent auditor’s opinion Standard and unqualified auditor's report
Date of signing this report 31 March 2023
Deloitte Touche Tohmatsu Certified Public
Name of the independent auditor
Accountants LLP
Reference number of Audit Report De Shi Bao (Shen) Zi (23) No. [P03194]
Name of the certified public accountants Li Weihua, Wang Hongmei
II Financial Statements
See attached.
China Merchants Port Group Co., Ltd.
Board of Directors
4 April 2023
185
CHINA MERCHANTS PORT GROUP CO., LTD.
FINANCIAL STATEMENTS AND AUDITOR'S REPORT
FOR THE YEAR ENDED 31 DECEMBER 2022
CHINA MERCHANTS PORT GROUP CO., LTD.
FINANCIAL STATEMENTS AND AUDITOR'S REPORT
FOR THE YEAR ENDED 31 DECEMBER 2022
CONTENTS PAGE(S)
AUDITOR'S REPORT 1-6
CONSOLIDATED BALANCE SHEET 7-8
BALANCE SHEET OF THE COMPANY 9
CONSOLIDATED INCOME STATEMENT 10
INCOME STATEMENT OF THE COMPANY 11
CONSOLIDATED CASH FLOW STATEMENT 12
CASH FLOW STATEMENT OF THE COMPANY 13
CONSOLIDATED STATEMENT OF CHANGES IN
SHAREHOLDERS' EQUITY 14 - 15
THE COMPANY'S STATEMENT OF CHANGES IN
SHAREHOLDERS' EQUITY 16 - 17
NOTES TO THE FINANCIAL STATEMENTS 18 - 179
AUDITOR'S REPORT
De Shi Bao (Shen) Zi (23) No. P03194
(Page 1 of 6)
To all the shareholders of China Merchants Port Group Co., Ltd.,
I. Audit Opinion
We have audited the financial statements of China Merchants Port Group Co., Ltd. (hereinafter
referred to as "the Company"), which comprise the consolidated and Company's balance sheets as at
31 December 2022, and the consolidated and Company's income statements, the consolidated and
Company's cash flow statements and the consolidated and Company's statements of changes in
shareholders' equity for the year then ended, and the notes to the financial statements.
In our opinion, the accompanying financial statements of the Company are prepared and present fairly,
in all material respects, the consolidated and Company's financial position as at 31 December 2022,
and the consolidated and Company's results of operations and cash flows for the year then ended in
accordance with the Accounting Standards for Business Enterprises.
II. Basis for the Opinion
We conducted our audit in accordance with China Standards on Auditing. Our responsibilities under
those standards are further described in the Auditor's Responsibilities for the Audit of the Financial
Statements section of our report. We are independent of the Company in accordance with China Code
of Ethics for Certified Public Accountants, and we have fulfilled our other ethical responsibilities in
accordance with the Code. We believe that the audit evidence we have obtained is sufficient and
appropriate to provide a basis for our opinion.
III. Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance in
our audit of the financial statements of the current year. These matters were addressed in the context of
our audit of the financial statements as a whole, and in forming our opinion thereon, we do not provide
a separate opinion on these matters. We determine the followings are key audit matters that need to be
addressed in our report.
1. Subsequent measurement of long-term equity investments in associates
As disclosed in Note (VIII) 13 to the consolidated financial statements, as at 31 December 2022, the
carrying amount of the Company's long-term equity investments in associates amounts to RMB
82,647,500,863.33, accounting for 64.44% of the total shareholder's equity. In 2022, the investment
income from associates recognized under the equity method amounts to RMB 6,765,840,426.95,
accounting for 82.19% of the consolidated net profit. Since the amount of income from investments in
associates recognized by the Company for the year is significant, and its correctness depends on the
financial status and operating results of the investee, we determine the above-mentioned subsequent
measurement of the long-term equity investments in associates as a key audit matter of the
consolidated financial statements.
-1-
AUDITOR'S REPORT - continued
De Shi Bao (Shen) Zi (23) No. P03194
(Page 2 of 6)
III. Key Audit Matters - continued
1. Subsequent measurement of long-term equity investments in associates - continued
Principal audit procedures we performed for the above key audit matter are as follows:
(1) Understood the certified public accountants of major associates and evaluated their
independence and professional competence;
(2) Identified and assessed the risk of material misstatement in the financial statements of the major
associates from the perspective of auditing the consolidated financial statements of the
Company by reading the financial statements of the major associates and discussing with the
management about the financial performance of the major associates and the significant
judgments and estimates made in the preparation of the financial statements;
(3) Discussed with the component certified public accountants of the major associates about their
assessment of the component audit risk, the identification of key audit areas and the
implementation of the corresponding audit procedures to evaluate whether the audit of the
component certified public accountants was appropriate;
(4) Verified whether the accounting policies and accounting periods adopted by the major
associates were consistent with those of the Company. If not, checked whether the financial
statements of the major associates have been adjusted according to the accounting policies and
accounting periods of the Company, and recognized the amount of investment income under
equity method on that basis.
2. Goodwill impairment
As disclosed in Note (VIII) 22 to the consolidated financial statements, as at 31 December 2022, the
goodwill presented in the consolidated financial statements of the Company is RMB 6,411,426,891.09.
The management of the Company uses the net amount of fair value less costs of disposal or the present
value of the estimated future cash flows to determine the recoverable amount of the relevant asset
group when testing the goodwill for impairment, of which the fair value assessment is based on the
market approach, and the forecast of future cash flows and the calculation of the present value include
key assumptions, such as growth rate and discount rate. We determine goodwill impairment as a key
audit matter of the consolidated financial statements due to the significant amount of goodwill and that
the management needs to make significant judgments and estimates when conducting goodwill
impairment testing.
-2-
AUDITOR'S REPORT - continued
De Shi Bao (Shen) Zi (23) No. P03194
(Page 3 of 6)
III. Key Audit Matters - continued
2. Goodwill impairment - continued
Principal audit procedures we performed for the above key audit matter are as follows:
(1) Assessed the reasonableness of the division of asset group and combination of asset group made
by the management;
(2) Referred to the industry practice to assess whether the management's approach in cash flow
forecast was appropriate and whether the assumptions used were reasonable;
(3) Compared the data used in cash flow forecast with historical data and budget data approved by
the management, and assessed the reasonableness of the data used;
(4) Compared the growth rate of the business volume in the forecast period with the growth rate of
the historical business volume and evaluated its reasonableness;
(5) Understood the basis adopted by the management to determine the growth rate of the business
in the subsequent forecast period and assessed its reasonableness;
(6) Assessed the reasonableness of the discount rate adopted by the management in combination
with market risk-free interest rates, risk factors, etc.;
(7) Used the work of internal evaluation experts to evaluate the appropriateness of the
management's method to assess the recoverable amount of the asset group, and evaluate the
reasonableness of the discount rate used by the management in predicting the present value of
cash flows and the growth rate of the subsequent forecast period;
(8) Reviewed whether the calculation of the present value of future cash flows was correct;
(9) Assessed whether the method used to determine the fair value less costs of disposal was
appropriate;
(10) Assessed the adequacy and appropriateness of the disclosure of goodwill impairment testing.
IV. Other Information
The management of the Company is responsible for the other information. The other information
comprises the information included in the 2022 annual report, but does not include the consolidated
financial statements and our auditor's report.
Our opinion on the financial statements does not cover the other information and we do not express
any form of assurance conclusion.
-3-
AUDITOR'S REPORT - continued
De Shi Bao (Shen) Zi (23) No. P03194
(Page 4 of 6)
IV. Other Information - continued
In combination with our audit of the financial statements, our responsibility is to read the other
information and, in doing so, consider whether the other information is materially inconsistent with the
financial statements or our knowledge obtained in the audit or otherwise appears to be materially
misstated.
If, based on the audit work performed, we conclude that there is a material misstatement of this other
information, we are required to report that fact. We have nothing to report in this regard.
V. Responsibilities of the Management and Those Charged with Governance for the
Financial Statements
The management of the Company is responsible for the preparation of the financial statements that
give a true and fair view in accordance with Accounting Standards for Business Enterprises, and for
the design, performance and maintenance of such internal control that is necessary to enable that the
preparation of financial statements are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, the management is responsible for assessing the Company's
ability to continue as a going concern, disclosing, as applicable, matters related to going concern and
using the going concern basis of accounting unless the management either intends to liquidate the
Company or to cease operations, or has no realistic alternative but to do so.
These charged with governance are responsible for overseeing the Company's financial reporting
process.
VI. Auditor's Responsibilities for the Audit of the Financial Statements
Our objectives are to obtain reasonable assurance about whether the financial statements are free from
material misstatement, whether due to fraud or error, and to issue an auditor's report that includes an
audit opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit
conducted in accordance with China Standards on Auditing will always detect a material misstatement
when it exists. Misstatements can arise from fraud or error and are considered material if, individually
or in the aggregate, they could reasonably be expected to influence the economic decisions of users
taken on the basis of these financial statements.
As part of an audit in accordance with China Standards on Auditing, we exercise professional
judgment and maintain professional skepticism throughout the audit. We also:
-4-
AUDITOR'S REPORT - continued
De Shi Bao (Shen) Zi (23) No. P03194
(Page 5 of 6)
VI. Auditor's Responsibilities for the Audit of the Financial Statements - continued
(1) Identified and assessed the risks of material misstatement of the financial statements, whether
due to fraud or error, designed and performed audit procedures responsive to those risks, and
obtained audit evidence that was sufficient and appropriate to form our opinion. The risk of not
detecting a material misstatement resulting from fraud was higher than for one resulting from
error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the
override of internal control.
(2) Understood audit-related internal control in order to design audit procedures that were
appropriate in the circumstances.
(3) Evaluated the appropriateness of accounting policies applied and the reasonableness of
accounting estimates and related disclosures made by the management.
(4) Concluded on the appropriateness of the management' application of the going concern basis of
accounting. Based on audit evidence obtained, concluded on whether the material uncertainty of
events or conditions that may cast significant doubt on the Company's ability to continue as a
going concern existed. If we concluded that a material uncertainty existed, we were required to
draw attention in our auditor's report to the related disclosures in the financial statements or to
modify our opinion, if such disclosures were inadequate. Our conclusions were based on the
audit evidence obtained up to the date of our auditor's report. However, future events or
conditions may cause the Company to cease to continue as a going concern.
(5) Evaluated the overall presentation (including the disclosures), structure and content of the
financial statements, and whether the financial statements represented the underlying
transactions and events in a manner that achieved fair presentation.
(6) Obtained sufficient appropriate audit evidence regarding the financial information of the entities
or business activities within the Company to express an opinion on the financial statements. We
were responsible for the direction, supervision and performance of the group audit. We
remained solely responsible for our audit opinion.
We communicated with those charged with governance regarding, among other matters, the planned
scope and timing of the audit and significant audit findings, including any significant deficiencies in
internal control that we identified during our audit.
We also provided those charged with governance with a statement that we had complied with relevant
ethical requirements of independence, and communicated with those charged with governance over all
relationships and other matters that may reasonably be thought to bear on our independence, and
where applicable, related safeguards.
-5-
AUDITOR'S REPORT - continued
De Shi Bao (Shen) Zi (23) No. P03194
(Page 6 of 6)
VI. Auditor's Responsibilities for the Audit of the Financial Statements - continued
From the matters communicated with those charged with governance, we determined those matters
that were of most significance in the audit of the financial statements of the current year and were
therefore the key audit matters. We described these matters in our auditor's report unless law or
regulation precluded public disclosure about the matter or when, in extremely rare circumstances, we
determined that a matter should not be addressed in our report because the adverse consequences of
doing so would reasonably be expected to outweigh the public interest benefits of such
communication.
Deloitte Touche Tohmatsu CPA LLP Chinese Certified Public Accountant
(Engagement Partner)
Shanghai, China
Li Weihua
Chinese Certified Public Accountant
Wang Hongmei
31 March 2023
The auditor's report and the accompanying financial statements are English translations of the Chinese auditor's report
and statutory financial statements prepared under accounting principles and practices generally accepted in the People's
Republic of China. These financial statements are not intended to present the financial position and results of operations
and cash flows in accordance with accounting principles and practices generally accepted in other countries and
jurisdictions. In case the English version does not conform to the Chinese version, the Chinese version prevails.
-6-
CHINA MERCHANTS PORT GROUP CO., LTD.
AT 31 DECEMBER 2022
Consolidated Balance Sheet
RMB
Item Notes 31/12/2022 31/12/2021
Current Assets:
Cash and bank balances (VIII)1 13,615,928,739.40 12,772,349,406.77
Held-for-trading financial assets (VIII)2 2,998,781,599.63 6,921,831,502.55
Notes receivable (VIII)3 36,395,000.00 6,081,611.95
Accounts receivable (VIII)4 1,276,149,689.44 1,320,577,577.81
Receivables financing (VIII)5 163,766,913.10 238,429,402.71
Prepayments (VIII)6 63,627,425.42 51,606,794.20
Other receivables (VIII)7 948,842,094.30 696,276,595.87
Inventories (VIII)8 225,122,821.48 194,920,136.12
Assets held-for-sale (VIII)9 - 337,442,757.28
Non-current assets due within one year (VIII)10 902,225,293.93 102,356,461.97
Other current assets (VIII)11 185,903,140.53 339,684,297.41
Total current assets 20,416,742,717.23 22,981,556,544.64
Non-current Assets:
Long-term receivables (VIII)12 5,661,327,499.07 6,162,713,861.02
Long-term equity investments (VIII)13 92,364,293,919.05 70,353,451,824.52
Investments in other equity instruments (VIII)14 171,945,275.02 180,251,798.43
Other non-current financial assets (VIII)15 1,745,740,896.41 809,515,244.87
Investment properties (VIII)16 5,123,690,119.56 5,298,238,414.88
Fixed assets (VIII)17 32,033,326,083.50 31,710,513,230.29
Construction in progress (VIII)18 2,413,844,407.64 2,557,584,953.92
Right-of-use assets (VIII)19 9,342,642,222.33 8,743,077,542.19
Intangible assets (VIII)20 19,277,065,115.61 18,475,412,380.93
Development expenditure (VIII)21 17,412,196.16 82,391,225.85
Goodwill (VIII)22 6,411,426,891.09 6,024,160,942.07
Long-term prepaid expenses (VIII)23 986,356,904.90 975,994,541.52
Deferred tax assets (VIII)24 372,927,261.40 398,145,710.84
Other non-current assets (VIII)25 1,186,789,378.79 1,231,092,952.69
Total non-current assets 177,108,788,170.53 153,002,544,624.02
TOTAL ASSETS 197,525,530,887.76 175,984,101,168.66
-7-
CHINA MERCHANTS PORT GROUP CO., LTD.
AT 31 DECEMBER 2022
Consolidated Balance Sheet - continued
RMB
Item Notes 31/12/2022 31/12/2021
Current liabilities:
Short-term borrowings (VIII)26 7,164,338,366.18 13,651,452,805.36
Notes payable (VIII)27 - 1,895,987.17
Accounts payable (VIII)28 811,149,397.66 843,820,438.51
Receipts in advance (VIII)29 9,886,531.59 9,313,166.01
Contract liabilities (VIII)30 141,899,551.03 196,784,525.26
Employee benefits payable (VIII)31 936,834,718.13 820,416,415.47
Taxes payable (VIII)32 917,933,169.09 2,162,719,251.68
Other payables (VIII)33 1,755,885,258.26 2,140,108,341.08
Non-current liabilities due within one year (VIII)34 11,641,223,688.95 8,268,209,284.17
Other current liabilities (VIII)35 3,161,147,525.96 2,158,497,775.85
Total current liabilities 26,540,298,206.85 30,253,217,990.56
Non-current Liabilities:
Long-term borrowings (VIII)36 12,390,099,177.85 7,144,839,870.89
Bonds payable (VIII)37 19,088,293,099.02 16,670,872,414.14
Including: Preferred shares - -
Perpetual bonds - -
Lease liabilities (VIII)38 948,350,914.04 1,055,194,906.09
Long-term payables (VIII)39 3,551,315,590.31 3,422,179,366.40
Long-term employee benefits payable (VIII)40 639,095,931.43 588,681,492.63
Provisions (VIII)41 35,365,156.43 24,247,302.42
Deferred income (VIII)42 1,031,273,189.74 1,075,957,884.91
Deferred tax liabilities (VIII)24 4,853,271,307.86 4,550,417,470.61
Other non-current liabilities (VIII)43 186,383,117.00 163,065,578.53
Total non-current liabilities 42,723,447,483.68 34,695,456,286.62
TOTAL LIABILITIES 69,263,745,690.53 64,948,674,277.18
Shareholders' equity:
Share capital (VIII)44 2,499,074,661.00 1,922,365,124.00
Capital reserve (VIII)45 34,751,640,835.25 23,592,702,758.70
Other comprehensive income (VIII)46 -691,536,248.44 -890,125,318.18
Special reserve (VIII)47 26,358,259.97 9,184,429.12
Surplus reserve (VIII)48 1,001,917,449.15 961,182,562.00
Unappropriated profit (VIII)49 16,679,688,347.09 14,205,879,106.49
Total equity attributable to shareholders
54,267,143,304.02 39,801,188,662.13
of the Company
Minority interests 73,994,641,893.21 71,234,238,229.35
TOTAL SHAREHOLDERS' EQUITY 128,261,785,197.23 111,035,426,891.48
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY 197,525,530,887.76 175,984,101,168.66
The accompanying notes form part of the financial statements.
The financial statements were signed by the following:
Wang Xiufeng Tu Xiaoping Huang Shengchao
Legal Representative Chief Financial Officer Head of Accounting Department
-8-
CHINA MERCHANTS PORT GROUP CO., LTD.
AT 31 DECEMBER 2022
Balance Sheet of the Company
RMB
Item Notes 31/12/2022 31/12/2021
Current Assets:
Cash and bank balances 3,333,936,587.44 2,913,761,567.31
Held-for-trading financial assets 1,502,601,369.86 4,355,978,026.30
Other receivables (XVIII) 1 2,749,637,755.23 1,256,742,971.01
Other current assets 7,774,206.30 3,799,849.79
Total current assets 7,593,949,918.83 8,530,282,414.41
Non-current Assets:
Long-term receivables 9,240,200.34 8,447,395.74
Long-term equity investments (XVIII) 2 53,433,613,471.49 38,632,541,293.73
Investments in other equity instruments 144,700,378.28 154,017,984.69
Other non-current financial assets 950,321,309.06 -
Fixed assets 28,826,135.19 1,684,450.22
Construction in progress 15,435,512.32 8,714,886.98
Intangible assets 50,303,126.12 53,886,017.45
Development expenditure 6,219,670.14 -
Long-term prepaid expenses 873,700.49 1,223,180.69
Deferred tax assets 928,465.21 1,846,793.34
Total non-current assets 54,640,461,968.64 38,862,362,002.84
TOTAL ASSETS 62,234,411,887.47 47,392,644,417.25
Current Liabilities:
Short-term borrowings - 6,606,500,555.58
Employee benefits payable 38,763,907.88 36,196,999.78
Taxes payable 1,251,923.17 166,072,684.93
Other payables 373,569,651.65 1,136,030,015.25
Non-current liabilities due within one year 2,146,233,151.54 82,735,342.45
Other current liabilities 3,017,713,424.64 2,007,042,725.30
Total current liabilities 5,577,532,058.88 10,034,578,323.29
Non-current Liabilities:
Long-term borrowings 4,988,000,000.00 -
Bonds payable 8,000,000,000.00 4,000,000,000.00
Provisions - 1,003,584.24
Deferred tax liabilities 41,622,256.05 44,515,821.76
Total non-current liabilities 13,029,622,256.05 4,045,519,406.00
TOTAL LIABILITIES 18,607,154,314.93 14,080,097,729.29
SHAREHOLDERS' EQUITY
Share capital 2,499,074,661.00 1,922,365,124.00
Capital reserve 37,749,723,642.07 27,594,079,596.13
Other comprehensive income 99,525,686.03 105,412,294.52
Surplus reserve 1,001,917,449.15 961,182,562.00
Unappropriated profit 2,277,016,134.29 2,729,507,111.31
TOTAL SHAREHOLDERS' EQUITY 43,627,257,572.54 33,312,546,687.96
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY 62,234,411,887.47 47,392,644,417.25
The accompanying notes form part of the financial statements.
-9-
CHINA MERCHANTS PORT GROUP CO., LTD.
FOR THE YEAR ENDED 31 DECEMBER 2022
Consolidated Income Statement
RMB
Item Notes 2022 2021
I. Operating income (VIII)50 16,230,489,127.55 15,283,808,174.60
Less: Operating costs (VIII)50 9,650,461,712.94 9,046,836,182.49
Taxes and surcharges (VIII)51 282,249,473.46 191,974,244.31
Administrative expenses (VIII)52 1,765,094,736.51 1,729,160,558.50
Research and development expenses 287,706,178.70 217,905,635.67
Financial expenses (VIII)53 2,258,713,672.42 1,545,338,597.29
Including: Interest expenses 2,225,162,805.79 1,909,848,615.00
Interest income 469,834,098.05 377,563,874.49
Add: Other income (VIII)54 241,648,070.42 363,245,161.08
Investment income (VIII)55 7,377,655,506.33 6,636,949,510.91
Including: Income from investments in associates
(VIII)55 7,185,182,148.75 6,290,957,480.59
and joint ventures
Gains (Losses) from changes in fair value (VIII)56 -129,033,650.11 221,242,275.17
Gains (Losses) from impairment of credit (VIII)57 -223,473,576.55 -252,953,617.50
Gains (Losses) from impairment of assets (VIII)58 -22,159,020.20 -420,492,515.75
Gains on disposal of assets (VIII)59 55,130,095.52 35,576,459.42
II. Operating profit 9,286,030,778.93 9,136,160,229.67
Add: Non-operating income (VIII)60 279,274,452.77 43,467,537.50
Less: Non-operating expenses (VIII)61 220,442,254.68 95,528,693.11
III. Gross profit 9,344,862,977.02 9,084,099,074.06
Less: Income tax expenses (VIII)62 1,113,179,679.35 1,429,093,084.31
IV. Net profit 8,231,683,297.67 7,655,005,989.75
(I) Categorized by continuity of operation
1. Net profit from continuing operation 8,231,683,297.67 7,655,005,989.75
2. Net profit from discontinued operation
(II) Categorized by attribution of ownership
1. Net profit attributable to shareholders of the Company 3,337,446,222.82 2,685,829,204.07
2. Profit or loss attributable to minority shareholders 4,894,237,074.85 4,969,176,785.68
V. Other comprehensive income, net of tax (VIII) 64 1,623,526,873.00 -711,791,683.91
Other comprehensive income attributable to shareholders of
206,102,739.65 -61,106,763.50
the Company, net of tax
(I) Other comprehensive income that will not be reclassified to
-22,706,023.29 -316,112.17
profit or loss
1. Changes from remeasurement of the defined benefit plan -12,793,128.73 -8,714,853.33
2. Other comprehensive income that cannot be reclassified to
-11,550,762.02 9,495,957.95
profit or loss under the equity method
3. Changes in fair value of investments in other equity
1,637,867.46 -1,097,216.79
instruments
(II) Other comprehensive income that will be reclassified
228,808,762.94 -60,790,651.33
subsequently to profit or loss
1. Other comprehensive income that can be reclassified to profit
-110,193,707.53 20,160,707.37
or loss under the equity method
2. Translation differences of financial statements denominated
339,002,470.47 -80,951,358.70
in foreign currencies
Other comprehensive income attributable to minority interests,
1,417,424,133.35 -650,684,920.41
net of tax
VI. Total comprehensive income attributable to: 9,855,210,170.67 6,943,214,305.84
Shareholders of the Company 3,543,548,962.47 2,624,722,440.57
Minority shareholders 6,311,661,208.20 4,318,491,865.27
VII. Earnings per share
(I) Basic earnings per share 1.61 1.40
(II) Diluted earnings per share 1.61 1.40
The accompanying notes form part of the financial statements.
- 10 -
CHINA MERCHANTS PORT GROUP CO., LTD.
FOR THE YEAR ENDED 31 DECEMBER 2022
Income Statement of the Company
RMB
Item Notes 2022 2021
I. Operating income (XVIII) 3 3,669,891.36 2,642,001.75
Less: Operating costs (XVIII) 3 2,276,202.60 2,265,959.45
Taxes and surcharges 1,126,365.82 844,763.45
Administrative expenses 154,023,617.71 149,779,423.73
Research and development expenses 15,151,413.80 -
Financial expenses 361,633,510.16 197,780,513.57
Including: Interest expenses 491,933,634.55 247,594,446.06
Interest income 144,120,475.54 58,523,130.29
Add: Other income 499,438.35 129,405.22
Investment income (XVIII) 4 1,053,614,451.09 1,596,809,225.29
Including: Income from investments in associates
(XVIII) 4 384,257,363.02 226,225,111.65
and joint ventures
Gains (Losses) from changes in fair value -125,383,212.19 5,978,026.30
Gains from disposal of assets 237,727.99 -
II. Operating profit 398,427,186.51 1,254,887,998.36
Add: Non-operating income 545,089.04 430,740.39
Less: Non-operating expenses 18.84
III. Gross profit 398,972,256.71 1,255,318,738.75
Less: Income tax expenses -8,376,614.77 168,246,527.86
IV. Net profit 407,348,871.48 1,087,072,210.89
V. Other comprehensive income, net of tax 1,625,433.48 -123,927.98
(I) Other comprehensive income that cannot be reclassified
1,391,486.75 -2,225,208.98
to profit or loss
1. Changes from remeasurement of the defined benefit plan - -
2. Other comprehensive income that cannot be reclassified to
27,649.59 -1,030,575.00
profit or loss under the equity method
3. Changes in fair value of investments in other equity
1,363,837.16 -1,194,633.98
instruments
(II) Other comprehensive income that will be reclassified to profit
233,946.73 2,101,281.00
or loss
1. Other comprehensive income that can be reclassified
233,946.73 2,101,281.00
to profit or loss under the equity method
2. Translation differences of financial statements denominated
- -
in foreign currencies
VI. Total comprehensive income 408,974,304.96 1,086,948,282.91
The accompanying notes form part of the financial statements.
- 11 -
CHINA MERCHANTS PORT GROUP CO., LTD.
FOR THE YEAR ENDED 31 DECEMBER 2022
Consolidated Cash Flow Statement
RMB
Item Notes 2022 2021
I. Cash Flows from Operating Activities:
Cash receipts from sales of goods and rendering of services 16,547,850,742.82 15,567,101,995.95
Receipts of tax refunds 239,426,543.45 142,122,022.96
Other cash receipts relating to operating activities (VIII) 65(1) 1,141,794,925.33 1,023,728,271.31
Sub-total of cash inflows 17,929,072,211.60 16,732,952,290.22
Cash payments for goods purchased and services received 4,790,513,865.61 4,395,758,133.61
Cash payments to and on behalf of employees 3,612,535,626.78 3,313,989,844.94
Payments of various types of taxes 1,579,320,175.46 1,637,763,934.22
Other cash payments relating to operating activities (VIII) 65(2) 1,026,325,153.40 875,113,806.97
Sub-total of cash outflows 11,008,694,821.25 10,222,625,719.74
Net Cash Flows from Operating Activities (VIII) 66(1) 6,920,377,390.35 6,510,326,570.48
II. Cash Flows from Investing Activities:
Cash receipts from disposal and recovery of investments 40,894,899,081.53 17,047,342,468.86
Cash receipts from investments income 2,429,981,136.20 2,956,256,663.23
Net cash receipts from disposal of fixed assets, intangible assets
13,812,483.21 76,761,096.56
and other long-term assets
Other cash receipts relating to investing activities (VIII) 65(3) 295,064,509.34 437,156,571.09
Sub-total of cash inflows 43,633,757,210.28 20,517,516,799.74
Cash payments to acquire or construct fixed assets, intangible
2,133,837,244.47 2,235,972,958.53
assets and other long-term assets
Cash payments to acquire investments 54,509,066,114.35 22,831,319,242.28
Other cash payments relating to investing activities (VIII) 65(5) 954,802,482.30 22,232,300.95
Sub-total of cash outflows 57,597,705,841.12 25,089,524,501.76
Net Cash Flows from Investing Activities -13,963,948,630.84 -4,572,007,702.02
III. Cash Flows from Financing Activities:
Cash receipts from capital contributions 10,642,126,434.50 1,960,000.00
Including: Cash receipts from capital contributions from
- 1,960,000.00
minority shareholders of subsidiaries
Cash receipts from borrowings 29,859,438,534.05 17,088,797,909.66
Cash receipts from issue of bonds 19,248,308,650.00 9,797,840,000.00
Other cash receipts relating to financing activities (VIII) 65(6) 56,303,169.80 -
Sub-total of cash inflows 59,806,176,788.35 26,888,597,909.66
Cash repayments of borrowings 46,432,911,425.29 23,334,671,577.97
Cash payments for distribution of dividends or profits or
4,732,910,153.42 4,000,078,191.43
settlement of interest expenses
Including: Payments for distribution of dividends or profits to
1,900,086,012.38 1,600,821,550.56
minority shareholders of subsidiaries
Other cash payments relating to financing activities (VIII) 65(7) 1,124,116,740.35 503,530,516.74
Sub-total of cash outflows 52,289,938,319.06 27,838,280,286.14
Net Cash Flows from Financing Activities 7,516,238,469.29 -949,682,376.48
IV. Effect of Foreign Exchange Rate Changes on Cash
367,287,004.46 -159,899,580.91
and Cash Equivalents
V. Net Increase in Cash and Cash Equivalents 839,954,233.26 828,736,911.07
Add: Opening balance of cash and cash equivalents (VIII) 66(2) 12,727,355,238.36 11,898,618,327.29
VI. Closing Balance of Cash and Cash Equivalents (VIII) 66(2) 13,567,309,471.62 12,727,355,238.36
The accompanying notes form part of the financial statements.
- 12 -
CHINA MERCHANTS PORT GROUP CO., LTD.
FOR THE YEAR ENDED 31 DECEMBER 2022
Cash Flow Statement of the Company
RMB
Item Notes 2022 2021
I. Cash Flows from Operating Activities:
Cash receipts from sales of goods and rendering of services - 979,698.05
Other cash receipts relating to operating activities 108,295,282.75 235,966,260.63
Sub-total of cash inflows 108,295,282.75 236,945,958.68
Cash payments for goods purchased and services received 86,280.54 40,000.00
Cash payments to and on behalf of employees 102,305,409.21 97,250,483.46
Payments of various types of taxes 162,077,694.07 210,087,464.31
Other cash payments relating to operating activities 64,738,420.24 258,672,489.54
Sub-total of cash outflows 329,207,804.06 566,050,437.31
Net Cash Flows from Operating Activities -220,912,521.31 -329,104,478.63
II. Cash Flows from Investing Activities:
Cash receipts from disposal and recovery of investments 33,317,450,238.74 10,580,000,000.00
Cash receipts from investment income 770,719,728.64 617,411,256.40
Net cash receipts from disposal of fixed assets, intangible assets
1,002,668.00 -
and other long-term assets
Other cash receipts relating to investing activities 50,285,632.68 340,000,000.00
Sub-total of cash inflows 34,139,458,268.06 11,537,411,256.40
Cash payments to acquire or construct fixed assets, intangible
42,642,426.69 7,311,253.87
assets and other long-term assets
Cash payments to acquire investments 45,942,721,212.13 14,416,331,314.09
Other cash payments relating to investing activities 1,523,809,248.36 588,583,691.07
Sub-total of cash outflows 47,509,172,887.18 15,012,226,259.03
Net Cash Flows from Investing Activities -13,369,714,619.12 -3,474,815,002.63
III. Cash Flows from Financing Activities:
Cash receipts from capital contributions 10,642,126,434.50 -
Cash receipts from borrowings 9,171,668,674.85 7,600,000,000.00
Cash receipts from issue of bonds 16,000,000,000.00 9,797,840,000.00
Other cash receipts relating to financing activities 6,303,169.80 915,000,000.00
Sub-total of cash inflows 35,820,098,279.15 18,312,840,000.00
Cash repayments of borrowings 20,529,408,504.85 11,381,742,457.36
Cash payments for distribution of dividends or profits or
1,257,422,374.13 965,552,501.17
settlement of interest expenses
Other cash payments relating to financing activities 23,179,821.90 1,274,938.84
Sub-total of cash outflows 21,810,010,700.88 12,348,569,897.37
Net Cash Flows from Financing Activities 14,010,087,578.27 5,964,270,102.63
IV. Effect of Foreign Exchange Rate Changes on Cash
714,582.29 -179,610.83
and Cash Equivalents
V. Net Increase in Cash and Cash Equivalents 420,175,020.13 2,160,171,010.54
Add: Opening balance of cash and cash equivalents 2,913,761,567.31 753,590,556.77
VI. Closing Balance of Cash and Cash Equivalents 3,333,936,587.44 2,913,761,567.31
The accompanying notes form part of the financial statement
- 13 -
CHINA MERCHANTS PORT GROUP CO., LTD.
FOR THE YEAR ENDED 31 DECEMBER 2022
Consolidated Statement of Changes in Shareholders' Equity
RMB
2022
Equity attributable to shareholders of the Company
Total
Item Other
Special Unappropriated Minority interests shareholders'
Share capital Capital reserve comprehensive Surplus reserve
reserve profit equity
income
I. Closing balance of the preceding year 1,922,365,124.00 23,592,702,758.70 -890,125,318.18 9,184,429.12 961,182,562.00 14,205,879,106.49 71,234,238,229.35 111,035,426,891.48
Add: Changes in accounting policies - - - - - - - -
Corrections of prior period errors - - - - - - - -
Business combination involving enterprises under
- - - - - - - -
common control
Others - - - - - - - -
II. Opening balance of the year 1,922,365,124.00 23,592,702,758.70 -890,125,318.18 9,184,429.12 961,182,562.00 14,205,879,106.49 71,234,238,229.35 111,035,426,891.48
III. Changes for the year 576,709,537.00 11,158,938,076.55 198,589,069.74 17,173,830.85 40,734,887.15 2,473,809,240.60 2,760,403,663.86 17,226,358,305.75
(I) Total comprehensive income - - 206,102,739.65 - - 3,337,446,222.82 6,311,661,208.20 9,855,210,170.67
(II) Owners' contributions and reduction in capital 576,709,537.00 11,158,938,076.55 - - - - -683,588,937.26 11,052,058,676.29
1. Ordinary shares contributed by shareholders 576,709,537.00 10,055,823,793.40 - - - - 971,135,730.31 11,603,669,060.71
2. Capital contribution from holders
- - - - - - -
of other equity instruments
3. Share-based payment recognized in shareholders' equity - -4,365,536.60 - - - - -3,266,354.51 -7,631,891.11
4. Others - 1,107,479,819.75 - - - - -1,651,458,313.06 -543,978,493.31
(III) Profit distribution - - - - 40,734,887.15 -871,150,652.13 -2,897,141,819.77 -3,727,557,584.75
1. Transfer to surplus reserve - - - - 40,734,887.15 -40,734,887.15 - -
2. Transfer to general risk reserve - - - - - - - -
3. Distribution to shareholders - - - - - -826,617,003.32 -2,698,588,539.77 -3,525,205,543.09
4. Others - - - - - -3,798,761.66 -198,553,280.00 -202,352,041.66
(IV) Transfers within shareholders' equity - - -7,513,669.91 - - 7,513,669.91 - -
1. Capitalization of capital reserve - - - - - - - -
2. Capitalization of surplus reserve - - - - - - - -
3. Loss offset by surplus reserve - - - - - - - -
4. Retained earnings carried forward from other
- - -7,513,669.91 - - 7,513,669.91 - -
comprehensive income
5. Others - - - - - - - -
(V) Special reserve - - - 17,173,830.85 - - 29,473,212.69 46,647,043.54
1. Transfer to special reserve in the year - - - 62,696,039.72 - - 86,478,912.67 149,174,952.39
2. Amount utilized in the year - - - -45,522,208.87 - - -57,005,699.98 -102,527,908.85
(VI) Others - - - - - - - -
IV. Closing balance of the year 2,499,074,661.00 34,751,640,835.25 -691,536,248.44 26,358,259.97 1,001,917,449.15 16,679,688,347.09 73,994,641,893.21 128,261,785,197.23
- 14 -
CHINA MERCHANTS PORT GROUP CO., LTD.
FOR THE YEAR ENDED 31 DECEMBER 2022
Consolidated Statement of Changes in Shareholders' Equity - continued
RMB
2021
Equity attributable to shareholders of the Company
Total
Item Other
Special Surplus Unappropriated Minority interests shareholders'
Share capital Capital reserve comprehensive
reserve reserve profit equity
income
I. Closing balance of the preceding year 1,922,365,124.00 22,805,069,335.49 -826,697,303.06 10,201,178.30 890,690,322.28 12,316,177,395.17 68,559,161,478.89 105,676,967,531.07
Add: Changes in accounting policies - - - - - - - -
Corrections of prior period errors - - - - - - - -
Business combination involving enterprises
- 34,528,989.07 - - - 12,942,703.53 77,217,389.86 124,689,082.46
under common control
Others - - - - - - - -
II. Opening balance of the year 1,922,365,124.00 22,839,598,324.56 -826,697,303.06 10,201,178.30 890,690,322.28 12,329,120,098.70 68,636,378,868.75 105,801,656,613.53
III. Changes for the year - 753,104,434.14 -63,428,015.12 -1,016,749.18 70,492,239.72 1,876,759,007.79 2,597,859,360.60 5,233,770,277.95
(I) Total comprehensive income - - -61,106,763.50 - - 2,685,829,204.07 4,318,491,865.27 6,943,214,305.84
(II) Owners' contributions and reduction in capital - 753,104,434.14 -1,033,518.86 - - -1,588,932.52 143,222,332.57 893,704,315.33
1. Ordinary shares contributed by shareholders - - - - - - - -
2. Capital contribution from holders
- - - - - - - -
of other equity instruments
3. Share-based payment recognized in shareholders' equity - -139,669.02 - - - - -656,323.25 -795,992.27
4. Others - 753,244,103.16 -1,033,518.86 - - -1,588,932.52 143,878,655.82 894,500,307.60
(III) Profit distribution - - - - 70,492,239.72 -808,768,996.52 -1,864,400,984.46 -2,602,677,741.26
1. Transfer to surplus reserve - - - - 70,492,239.72 -70,492,239.72 - -
2. Transfer to general risk reserve - - - - - - - -
3. Distribution to shareholders - - - - - -730,498,747.12 -1,678,821,128.83 -2,409,319,875.95
4. Others - - - - - -7,778,009.68 -185,579,855.63 -193,357,865.31
(IV) Transfers within shareholders' equity - - -1,287,732.76 - - 1,287,732.76 - -
1. Capitalization of capital reserve - - - - - - - -
2. Capitalization of surplus reserve - - - - - - - -
3. Loss offset by surplus reserve - - - - - - - -
4. Others - - -1,287,732.76 - - 1,287,732.76 - -
(V) Special reserve - - - -1,016,749.18 - - 546,147.22 -470,601.96
1. Transfer to special reserve in the year - - - 48,296,277.57 - - 52,595,662.54 100,891,940.11
2. Amount utilized in the year - - - -49,313,026.75 - - -52,049,515.32 -101,362,542.07
(VI) Others - - - - - - - -
IV. Closing balance of the year 1,922,365,124.00 23,592,702,758.70 -890,125,318.18 9,184,429.12 961,182,562.00 14,205,879,106.49 71,234,238,229.35 111,035,426,891.48
The accompanying notes form part of the financial statements.
- 15 -
CHINA MERCHANTS PORT GROUP CO., LTD.
FOR THE YEAR ENDED 31 DECEMBER 2022
The Company's Statement of Changes in Shareholders' Equity
RMB
2022
Other
Item Unappropriated Total shareholders'
Share capital Capital reserve comprehensive Special reserve Surplus reserve
profit equity
income
I. Closing balance of the preceding year 1,922,365,124.00 27,594,079,596.13 105,412,294.52 - 961,182,562.00 2,729,507,111.31 33,312,546,687.96
Add: Changes in accounting policies - - - - - - -
Corrections of prior period errors - - - - - - -
Others - - - - - - -
II. Opening balance of the year 1,922,365,124.00 27,594,079,596.13 105,412,294.52 - 961,182,562.00 2,729,507,111.31 33,312,546,687.96
III. Changes for the year 576,709,537.00 10,155,644,045.94 -5,886,608.49 - 40,734,887.15 -452,490,977.02 10,314,710,884.58
(I) Total comprehensive income - - 1,625,433.48 - - 407,348,871.48 408,974,304.96
(II) Owners' contributions and reduction in capital 576,709,537.00 10,155,644,045.94 - - - - 10,732,353,582.94
1. Ordinary shares contributed by shareholders 576,709,537.00 10,055,823,793.40 - - - - 10,632,533,330.40
2. Share-based payment recognized in shareholders' equity - -6,388,558.75 - - - - -6,388,558.75
3. Others - 106,208,811.29 - - - - 106,208,811.29
(III) Profit distribution - - - - 40,734,887.15 -867,351,890.47 -826,617,003.32
1. Transfer to surplus reserve - - - - 40,734,887.15 -40,734,887.15 -
2. Transfer to general risk reserve - - - - - - -
3. Distribution to shareholders - - - - - -826,617,003.32 -826,617,003.32
4. Others - - - - - - -
(IV) Transfers within shareholders' equity - - -7,512,041.97 - - 7,512,041.97 -
1. Capitalization of capital reserve - - - - - - -
2. Capitalization of surplus reserve - - - - - - -
3. Loss offset by surplus reserve - - - - - - -
4. Retained earnings carried forward from other
- - -7,512,041.97 - - 7,512,041.97 -
comprehensive income
5. Others - - - - - - -
(V) Special reserve - - - - - - -
1. Transfer to special reserve in the year - - - - - - -
2. Amount utilized in the year - - - - - - -
(VI) Others - - - - - - -
IV. Closing balance of the year 2,499,074,661.00 37,749,723,642.07 99,525,686.03 - 1,001,917,449.15 2,277,016,134.29 43,627,257,572.54
- 16 -
CHINA MERCHANTS PORT GROUP CO., LTD.
FOR THE YEAR ENDED 31 DECEMBER 2022
The Company's Statement of Changes in Shareholders' Equity - continued
RMB
2021
Other
Item Unappropriated Total shareholders'
Share capital Capital reserve comprehensive Special reserve Surplus reserve
profit equity
income
I. Closing balance of the preceding year 1,922,365,124.00 27,591,847,402.73 105,536,222.50 - 890,690,322.28 2,442,510,245.26 32,952,949,316.77
Add: Changes in accounting policies - - - - - - -
Corrections of prior period errors - - - - - - -
Others - - - - - - -
II. Opening balance of the year 1,922,365,124.00 27,591,847,402.73 105,536,222.50 - 890,690,322.28 2,442,510,245.26 32,952,949,316.77
III. Changes for the year - 2,232,193.40 -123,927.98 - 70,492,239.72 286,996,866.05 359,597,371.19
(I) Total comprehensive income - - -123,927.98 - - 1,087,072,210.89 1,086,948,282.91
(II) Owners' contributions and reduction in capital - 2,232,193.40 - - - 915,642.00 3,147,835.40
1. Ordinary shares contributed by shareholders - - - - - - -
2. Share-based payment recognized in shareholders' equity - -581,972.50 - - - - -581,972.50
3. Others - 2,814,165.90 - - - 915,642.00 3,729,807.90
(III) Profit distribution - - - - 70,492,239.72 -800,990,986.84 -730,498,747.12
1. Transfer to surplus reserve - - - - 70,492,239.72 -70,492,239.72 -
2. Transfer to general risk reserve - - - - -
3. Distribution to shareholders - - - - - -730,498,747.12 -730,498,747.12
4. Others - - - - - - -
(IV) Transfers within shareholders' equity - - - - - - -
1. Capitalization of capital reserve - - - - - - -
2. Capitalization of surplus reserve - - - - - - -
3. Loss offset by surplus reserve - - - - - - -
4. Others - - - - - - -
(V) Special reserve - - - - - - -
1. Transfer to special reserve in the year - - - - - - -
2. Amount utilized in the year - - - - - - -
(VI) Others - - - - - - -
IV. Closing balance of the year 1,922,365,124.00 27,594,079,596.13 105,412,294.52 - 961,182,562.00 2,729,507,111.31 33,312,546,687.96
The accompanying notes form part of the financial statements.
- 17 -
CHINA MERCHANTS PORT GROUP CO., LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
(Unless otherwise specified, the monetary unit shall be RMB.)
(I) GENERAL INFORMATION OF THE COMPANY
China Merchants Port Group Co., Ltd. (hereinafter referred to as the "Company") is a stock
limited company incorporated in Shenzhen, Guangdong Province, on 16 January 1993.
The headquarters of the Company is located in Shenzhen, Guangdong Province. The Company
and its subsidiaries (collectively the "Group") are principally engaged in the rendering of port
service, bonded logistics service and other businesses such as property development and
investment.
The Company's and consolidated financial statements have been approved by the Board of
Directors on 31 March 2023.
See Note (X) "Equity in Other Entities" for details of the scope of consolidated financial
statements in the current year. See Note (IX) "Changes in Scope of Consolidation" for details of
changes in the scope of consolidated financial statements in the current year.
(II) BASIS OF PREPARATION OF FINANCIAL STATEMENTS
Basis of preparation of financial statements
The Group has adopted the Accounting Standards for Business Enterprises ("ASBE") issued by
the Ministry of Finance ("MoF"). In addition, the Group has disclosed relevant financial
information in accordance with Information Disclosure and Presentation Rules for Companies
Offering Securities to the Public No. 15 - General Provisions on Financial Reporting (Revised in
2014).
Going concern
As at 31 December 2022, the Group had total current liabilities in excess of total current assets of
RMB 6,123,555,489.62. As at 31 December 2022, the Group had available and unused line of
credit and bonds amounting to RMB 74,112,485,433.51, which is greater than the balance of the
net current liabilities. The Group can obtain financial support from the available line of credit and
bonds when needed. Therefore, the financial statements have been prepared on a going concern
basis.
(III) STATEMENT OF COMPLIANCE WITH THE ASBE
The financial statements of the Company have been prepared in accordance with ASBE, and
present truly and completely, the Company's and consolidated financial position as at 31
December 2022, and the Company's and consolidated results of operations and cash flows for the
year then ended.
- 18 -
CHINA MERCHANTS PORT GROUP CO., LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
(Unless otherwise specified, the monetary unit shall be RMB.)
(IV) SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING ESTIMATES
1. Accounting year
The Group has adopted the calendar year as its accounting year, e.g. from 1 January to 31
December.
2. Operating cycle
An operating cycle refers to the period since when an enterprise purchases assets for processing
purpose till the realization of those assets in cash or cash equivalents. The Group is principally
engaged in the rendering of port service, bonded logistics service and other businesses such as
property development and investment with one year being an operating cycle.
3. Functional currency
Renminbi ("RMB") is the currency of the primary economic environment in which the Company
and its domestic subsidiaries operate. Therefore, the Company and its domestic subsidiaries
choose RMB as their functional currency. The Company's overseas subsidiaries choose their
functional currencies on the basis of the primary economic environment in which they operate.
The Company adopts RMB to prepare its financial statements.
4. Basis of accounting and principle of measurement
The Group has adopted the accrual basis of accounting. Except for certain financial instruments
which are measured at fair value, the Group adopts the historical cost as the principle of
measurement of the financial statements. Upon being restructured into a stock company, the fixed
assets and intangible assets initially contributed by the state-owned shareholders are recognized
based on the valuation amounts confirmed by the state-owned assets administration department.
Where assets are impaired, provisions for asset impairment are made in accordance with the
relevant requirements.
Where the historical cost is adopted as the measurement basis, assets are recorded at the amount
of cash or cash equivalents paid or the fair value of the consideration given to acquire them at the
time of their acquisition. Liabilities are recorded at the amount of proceeds or assets received or
the contractual amounts for assuming the present obligation, or, at the amounts of cash or cash
equivalents expected to be paid to settle the liabilities in the normal course of business.
Fair value is the price that would be received to sell an asset or paid to transfer a liability in an
orderly transaction between market participants at the measurement date, regardless of whether
that price is directly observable or estimated using valuation technique. Fair value measurement
and/or disclosure in the financial statements are determined according to the above basis.
In the measurement of non-financial assets at fair value, market participants' ability to best utilize
such assets to generate most economic benefits, or the ability to sell such assets to other market
participants who are able to best utilize the assets to generate economic benefits is taken into
account.
- 19 -
CHINA MERCHANTS PORT GROUP CO., LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
(Unless otherwise specified, the monetary unit shall be RMB.)
(IV) SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING ESTIMATES - continued
4. Basis of accounting and principle of measurement - continued
For financial assets of which transaction prices are the fair value on initial recognition, and of
which valuation technique involving unobservable input is used in subsequent measurement, the
valuation technique in the course of valuation is adjusted to enable the result of initial recognition
based on the valuation technique equal to the transaction price.
Fair value measurements are categorized into Level 1, 2 or 3 based on the degree to which the
inputs to the fair value measurements are observable and the significance of the inputs to the fair
value measurement in its entirety, which are described as follows:
Level 1 inputs are unadjusted quoted prices in active markets for identical assets or liabilities that
the entity can access at the measurement date;
Level 2 inputs are inputs, other than quoted prices included within Level 1, that are
observable for the asset or liability, either directly or indirectly; and
Level 3 inputs are unobservable inputs for the asset or liability.
5. Business combinations
Business combinations are classified into business combinations involving enterprises under
common control and business combinations not involving enterprises under common control.
5.1 Business combinations involving enterprises under common control
A business combination involving enterprises under common control is a business combination in
which all of the combining enterprises are ultimately controlled by the same party or parties both
before and after the combination, and that control is not transitory.
Assets and liabilities obtained shall be measured at their respective carrying amounts as recorded
by the combining entities at the date of the combination. The difference between the carrying
amount of the net assets obtained and the carrying amount of the consideration paid for the
combination is adjusted to the share premium in capital reserve. If the share premium is not
sufficient to absorb the difference, any excess shall be adjusted against retained earnings.
Costs that are directly attributable to the combination are charged to profit or loss in the period in
which they are incurred.
5.2 Business combinations not involving enterprises under common control and goodwill
A business combination not involving enterprises under common control is a business
combination in which all of the combining enterprises are not ultimately controlled by the same
party or parties before and after the combination.
- 20 -
CHINA MERCHANTS PORT GROUP CO., LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
(Unless otherwise specified, the monetary unit shall be RMB.)
(IV) SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING ESTIMATES - continued
5. Business combinations - continued
5.2 Business combinations not involving enterprises under common control and goodwill -
continued
The cost of combination is the aggregate of the fair values, at the acquisition date, of the assets
given, liabilities incurred or assumed, and equity securities issued by the acquirer, in exchange for
control of the acquiree. Where a business combination not involving enterprises under common
control is achieved in stages that involve multiple transactions, the cost of combination is the sum
of the consideration paid at the acquisition date and the fair value at the acquisition date of the
acquirer's previously held interest in the acquiree. The intermediary expenses (fees in respect of
auditing, legal services, valuation and consultancy services, etc.) and other administrative
expenses attributable to the business combination are recognized in profit or loss in the periods
when they are incurred.
The acquiree's identifiable assets, liabilities and contingent liabilities acquired by the acquirer in a
business combination that meet the recognition criteria shall be measured at fair value at the
acquisition date.
When a business combination contract provides for the acquirer's recovery of consideration
previously paid contingent on one or multiple future event(s), the Group recognizes the contingent
consideration provided in the contract as an asset, as part of the consideration transferred in the
business combination, and includes it in the cost of business combination at the fair value at the
acquisition date. Within 12 months after the acquisition, where the contingent consideration needs
to be adjusted as new or further evidences are obtained in respect of the circumstances existed at
the acquisition date, the adjustment shall be recognized and the amount originally recognized in
goodwill or non-operating income shall be adjusted. A change in or adjustment to the contingent
consideration under other circumstances shall be accounted for in accordance with Accounting
Standards for Business Enterprise No. 22 - Financial Instruments: Recognition and Measurement
and Accounting Standards for Business Enterprises No. 13 - Contingencies. Any change or
adjustment is included in profit or loss for the current period.
Where the cost of combination exceeds the acquirer's interest in the fair value of the acquiree's
identifiable net assets, the difference is treated as an asset and recognized as goodwill, which is
measured at cost on initial recognition. Where the cost of combination is less than the acquirer's
interest in the fair value of the acquiree's identifiable net assets, the acquirer reassesses the
measurement of the fair values of the acquiree's identifiable assets, liabilities and contingent
liabilities and measurement of the cost of combination. If after that reassessment, the cost of
combination is still less than the acquirer's interest in the fair value of the acquiree's identifiable
net assets, the acquirer recognizes the remaining difference immediately in profit or loss for the
current period.
- 21 -
CHINA MERCHANTS PORT GROUP CO., LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
(Unless otherwise specified, the monetary unit shall be RMB.)
(IV) SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING ESTIMATES - continued
5. Business combinations - continued
5.2 Business combinations not involving enterprises under common control and goodwill - continued
If either the fair values of identifiable assets, liabilities and contingent liabilities acquired in a
combination or the cost of business combination can be determined only provisionally by the end
of the period in which the business combination was effected, the acquirer recognizes and
measures the combination using those provisional values. Any adjustments to those provisional
values within twelve months after the acquisition date are treated as if they had been recognized
and measured on the acquisition date.
Goodwill arising from a business combination is measured at cost less accumulated impairment
losses, and is presented separately in the consolidated financial statements.
For the purpose of impairment testing, goodwill is considered together with the related assets
groups, i.e., goodwill is reasonably allocated to the related assets groups or each of assets groups
expected to benefit from the synergies of the combination. In testing an assets group with
goodwill for impairment, an impairment loss is recognized if the recoverable amount of the assets
group or sets of assets groups (including goodwill) is less than its carrying amount. The
impairment loss is firstly allocated to reduce the carrying amount of any goodwill allocated to
such assets group or sets of assets groups, and then to the other assets of the group pro-rata on the
basis of the carrying amount of each asset (other than goodwill) in the group.
Recoverable amount is the higher of the fair value of an asset less cost of disposal and the present
value of estimated future cash flows.
The impairment loss of goodwill is recognized in profit or loss for the period and shall not be
reversed in subsequent periods.
6. Consolidated financial statements
The scope of consolidation in the consolidated financial statements is determined on the basis of
control. Control exists when the investor has power over the investee; is exposed, or has rights, to
variable returns from its involvement with the investee; and has the ability to use its power over
the investee to affect its returns. The Group reassesses whether or not it controls an investee if
facts and circumstances indicate that there are changes in the above elements of the definition of
control.
Consolidation of a subsidiary begins when the Group obtains control over the subsidiary and
ceases when the Group loses control of the subsidiary.
For a subsidiary already disposed of by the Group, the operating results and cash flows before the
date of disposal (the date when control is lost) are included in the consolidated income statement
and consolidated cash flow statement, as appropriate.
- 22 -
CHINA MERCHANTS PORT GROUP CO., LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
(Unless otherwise specified, the monetary unit shall be RMB.)
(IV) SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING ESTIMATES - continued
6. Consolidated financial statements - continued
For subsidiaries acquired through a business combination involving enterprises not under
common control, the operating results and cash flows from the acquisition date (the date when
control is obtained) are included in the consolidated income statement and consolidated cash flow
statement, as appropriate.
No matter when the business combination occurs in the reporting period, subsidiaries acquired
through a business combination involving enterprises under common control or the party being
absorbed under merger by absorption are included in the Group's scope of consolidation as if they
had been included in the scope of consolidation from the date when they first came under the
common control of the ultimate controlling party. Their operating results and cash flows from the
date when they first came under the common control of the ultimate controlling party are included
in the consolidated income statement and consolidated cash flow statement, as appropriate.
The significant accounting policies and accounting periods adopted by the subsidiaries are
determined based on the uniform accounting policies and accounting periods set out by the
Company.
Where the accounting policies and accounting periods adopted by subsidiaries are inconsistent
with those of the Company, appropriate adjustments are made to the subsidiaries' financial
statements in accordance with the accounting policies of the Company.
All significant intra-group balances and transactions are eliminated on consolidation.
The portion of subsidiaries' equity that is not attributable to the Company is treated as minority
interests and presented as "minority interests" in the consolidated balance sheet under the line
item of shareholders' equity. The portion of net profits or losses of subsidiaries for the period
attributable to minority interests is presented as "minority interests" in the consolidated income
statement under the line item of "net profit". The portion of comprehensive income of subsidiaries
for the period attributable to minority interests is presented as "total comprehensive income
attributable to minority shareholders" in the consolidated income statement under the line item of
"total comprehensive income".
When the amount of loss for the period attributable to the minority shareholders of a subsidiary
exceeds the minority shareholders' portion of the opening balance of owners' equity of the
subsidiary, the excess amount is still allocated against minority interests.
Acquisition of minority interests or disposal of interests in a subsidiary that does not result in the
loss of control over the subsidiary is accounted for as equity transactions. The carrying amounts
of the Company's interests and minority interests are adjusted to reflect the changes in their
relative interests in the subsidiary. The difference between the amount by which the minority
interests are adjusted and the fair value of the consideration paid or received is adjusted to capital
reserve. If the capital reserve is not sufficient to absorb the difference, the excess is adjusted
against retained earnings.
- 23 -
CHINA MERCHANTS PORT GROUP CO., LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
(Unless otherwise specified, the monetary unit shall be RMB.)
(IV) SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING ESTIMATES - continued
6. Consolidated financial statements - continued
For the stepwise acquisition of equity interest till acquiring control after a few transactions and
leading to business combination not involving enterprises under common control, it shall be dealt
with based on whether it belongs to 'package deal': if it belongs to 'package deal', it will be
accounted for as a transactions to acquire control; if it does not belong to 'package deal', it will be
accounted for as a transaction to acquire control on acquisition date, and the fair value of acquiree'
shares held before acquisition date will be revalued, and the difference between fair value and
carrying amount will be recognized in profit or loss of the current period; if acquiree' shares held
before acquisition date involve changes in other comprehensive income and other changes in
owners' equity under equity method, it will be transferred to income of acquisition date.
When the Group loses control over a subsidiary due to disposal of equity investment or other
reasons, any retained interest is re-measured at its fair value at the date when control is lost. The
difference between (i) the aggregate of the consideration received on disposal and the fair value of
any retained interest and (ii) the share of the former subsidiary's net assets cumulatively calculated
from the acquisition date according to the original proportion of ownership interests is recognized
as investment income in the period in which control is lost, and the goodwill is offset accordingly.
Other comprehensive income associated with investment in the former subsidiary is reclassified to
investment income in the period in which control is lost.
When the Group loses control of a subsidiary in two or more arrangements (transactions), terms
and conditions of the arrangements (transactions) and their economic effects are considered. One
or more of the following indicate that the Group shall account for the multiple arrangements as a
'package deal': (i) they are entered into at the same time or in contemplation of each other; (ii)
they form a complete transaction designed to achieve an overall commercial effect; (iii) the
occurrence of one transaction is dependent on the occurrence of at least one other transaction; (iv)
one transaction alone is not economically justified, but it is economically justified when
considered together with other transactions. Where the transactions of disposal of equity
investments in a subsidiary until the loss of control are assessed as a package deal, these
transactions are accounted for as one transaction of disposal of a subsidiary with loss of control.
Before losing control, the difference of consideration received on disposal and the share of net
assets of the subsidiary continuously calculated from acquisition date is recognized as other
comprehensive income. When losing control, the cumulated other comprehensive income is
transferred to profit or loss of the period of losing control. If the transactions of disposal of equity
investments in a subsidiary are not assessed as a package deal, these transactions are accounted
for as unrelated transactions.
- 24 -
CHINA MERCHANTS PORT GROUP CO., LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
(Unless otherwise specified, the monetary unit shall be RMB.)
(IV) SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING ESTIMATES - continued
7. Joint arrangements
Joint arrangement refers to the arrangement jointly controlled by two or more than two
participants. The Group's joint arrangements have the following characteristics: (1) all the
participants are restricted by the arrangement; (2) the arrangement is jointly controlled by two or
more than two participants. Any participant cannot control the arrangement separately and any
participant to the joint control of the arrangement can stop other participants or the group of
participants from the separate control over the arrangement.
Joint control refers to the joint control over an arrangement in accordance with relevant
agreements and relevant activities of the arrangement shall be decided after the unanimous
consent by participants sharing the controlling rights.
There are two types of joint arrangements - joint operations and joint ventures. A joint operation
is a joint arrangement whereby the parties that have joint control of the arrangement have rights to
the assets, and obligations for the liabilities, relating to the arrangement. A joint venture is a joint
arrangement whereby the parties that have joint control of the arrangement have rights to the net
assets of the arrangement.
8. Cash and cash equivalents
Cash comprises cash on hand and deposits that can be readily withdrawn on demand. Cash
equivalents are the Group's short-term (generally due within 3 months since the acquisition date),
highly liquid investments that are readily convertible to known amounts of cash and which are
subject to an insignificant risk of changes in value.
9. Transactions denominated in foreign currencies and translation of financial
statements denominated in foreign currencies
9.1 Transactions denominated in foreign currencies
A foreign currency transaction is recorded, on initial recognition, by applying the spot exchange
rate on the date of the transaction.
At the balance sheet date, foreign currency monetary items are translated into functional currency
using the spot exchange rates at the balance sheet date. Exchange differences arising from the
differences between the spot exchange rates prevailing at the balance sheet date and those on
initial recognition or at the previous balance sheet date are recognized in profit or loss for the
period, except that (1) exchange differences related to a specific-purpose borrowing denominated
in foreign currency that qualify for capitalization are capitalized as part of the cost of the
qualifying asset during the capitalization period; (2) exchange differences related to hedging
instruments for the purpose of hedging against foreign currency risks are accounted for using
hedge accounting; (3) exchange differences arising from changes in the carrying amounts (other
than the amortized cost) of monetary items at fair value through other comprehensive income are
recognized as other comprehensive income.
- 25 -
CHINA MERCHANTS PORT GROUP CO., LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
(Unless otherwise specified, the monetary unit shall be RMB.)
(IV) SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING ESTIMATES - continued
9. Transactions denominated in foreign currencies and translation of financial
statements denominated in foreign currencies - continued
9.1 Transactions denominated in foreign currencies - continued
When the consolidated financial statements include foreign operation(s), if there is foreign
currency monetary item constituting a net investment in a foreign operation, exchange differences
arising from changes in exchange rates are recognized as "exchange differences arising from
translation of financial statements denominated in foreign currencies" in other comprehensive
income, and in profit or loss for the period upon disposal of the foreign operation.
Foreign currency non-monetary items measured at historical cost are translated to the amounts in
functional currency at the spot exchange rates on the dates of the transactions; the amounts in
functional currency remain unchanged. Foreign currency non-monetary items measured at fair
value are re-translated at the spot exchange rate on the date when the fair value is determined.
Difference between the re-translated functional currency amount and the original functional
currency amount is treated as changes in fair value (including changes in exchange rate) and is
recognized in profit or loss or as other comprehensive income.
9.2 Translation of financial statements denominated in foreign currencies
For the purpose of preparing the consolidated financial statements, financial statements of a
foreign operation are translated from the foreign currency into RMB using the following method:
assets and liabilities on the balance sheet are translated at the spot exchange rate prevailing at the
balance sheet date; shareholders' equity items except for unappropriated profit are translated at the
spot exchange rates at the dates on which such items arose; all items in the income statement as
well as items reflecting the distribution of profits are translated at the average exchange rates of
the accounting period of the consolidated financial statements; the opening balance of
unappropriated profit is the translated closing balance of the previous year's unappropriated profit;
the closing balance of unappropriated profit is calculated and presented on the basis of each
translated income statement and profit distribution item. The difference between the translated
assets and the aggregate of liabilities and shareholders' equity items is recognized as other
comprehensive income and included in shareholders' equity.
Cash flows arising from a transaction in foreign currency and the cash flows of a foreign
subsidiary are translated at average exchange rate during the accounting period of consolidated
financial statements. The effect of exchange rate changes on cash and cash equivalents is regarded
as a reconciling item and presented separately in the cash flow statement as "effect of exchange
rate changes on cash and cash equivalents".
The closing balances and the comparative figures of previous year are presented at the translated
amounts in the previous year's financial statements.
- 26 -
CHINA MERCHANTS PORT GROUP CO., LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
(Unless otherwise specified, the monetary unit shall be RMB.)
(IV) SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING ESTIMATES - continued
9. Transactions denominated in foreign currencies and translation of financial
statements denominated in foreign currencies - continued
9.2 Translation of financial statements denominated in foreign currencies - continued
On disposal of the Group's entire interest in a foreign operation, or upon a loss of control over a
foreign operation due to disposal of certain interest in it or other reasons, the Group transfers the
accumulated exchange differences arising from translation of financial statements of this foreign
operation attributable to the owners' equity of the Company and presented under other
comprehensive income, to profit or loss in the period in which the disposal occurs.
In case of a disposal of part equity investments or other reason leading to lower interest
percentage in foreign operations but does not result in the Group losing control over a foreign
operation, the exchange differences arising from the translation of foreign currency statements
related to this disposed part are re-attributed to minority interests and are not recognized in profit
or loss. For partial disposals of equity interests in foreign operations which are associates or joint
ventures, the proportionate share of the accumulated exchange differences arising from translation
of statements of foreign operations is reclassified to profit or loss.
10. Financial instruments
The Group recognizes a financial asset or a financial liability when it becomes a party to the
contractual provisions of the financial instrument.
For financial assets purchased or sold in regular ways, assets to be received and liabilities to be
assumed are recognized on the transaction date or assets sold are derecognized on that date.
Financial assets and financial liabilities are initially measured at fair value. For financial assets
and financial liabilities at fair value through profit or loss, transaction costs are immediately
recognized in profit or loss. For other financial assets and financial liabilities, transaction costs are
included in their initial recognized amounts. Upon initial recognition of contract assets, accounts
receivable and notes receivable that do not contain significant financing component or without
considering the financing component included in the contract with a term not exceeding one year
under the Accounting Standards for Business Enterprises No. 14 - Revenue ("Revenue
Standards"), the Group adopts the transaction price as defined in the Revenue Standards for initial
measurement.
The effective interest method is a method of calculating the amortized cost of a financial asset or a
financial liability and of allocating the interest income or interest expenses over the relevant
accounting periods.
- 27 -
CHINA MERCHANTS PORT GROUP CO., LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
(Unless otherwise specified, the monetary unit shall be RMB.)
(IV) SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING ESTIMATES - continued
10. Financial instruments - continued
The effective interest rate is the rate that exactly discounts estimated future cash flows through the
expected life of the financial asset or financial liability to the gross carrying amount of the
financial asset or to the amortized cost of the financial liability. When calculating the effective
interest rate, the Group estimates future cash flows considering all contractual terms of the
financial asset or financial liability (such as repayment in advance, extension, call option or other
similar options etc.) (without considering the expected credit losses).
The amortized cost of a financial asset or a financial liability is the amount of a financial asset or a
financial liability initially recognized net of principal repaid, plus or less the cumulative amortized
amount arising from amortization of the difference between the amount initially recognized and
the amount at the maturity date using the effective interest method, net of cumulative credit loss
allowance (only applicable to financial assets).
10.1 Classification, recognition and measurement of financial assets
Subsequent to initial recognition, the Group's financial assets of various categories are
subsequently measured at amortized cost, at fair value through other comprehensive income or at
fair value through profit or loss.
If the contractual terms of the financial asset give rise on specified dates to cash flows that are
solely payments of principal and interest on the principal amount outstanding, and the financial
asset is held within a business model whose objective is achieved by collecting contractual cash
flows, the Group classifies such financial asset as financial assets at amortized cost, which include
cash and bank balances, notes receivable, accounts receivable, other receivables, debt
investments, and long-term receivables etc.
If the contractual terms of the financial asset give rise on specified dates to cash flows that are
solely payments of principal and interest on the principal amount outstanding, and the financial
asset is held within a business model whose objective is achieved by both collecting contractual
cash flows and selling the financial asset, the Group classifies such financial asset as financial
assets at FVTOCI. The accounts receivable and notes receivable classified as at FVTOCI upon
acquisition are presented under receivables financing, while the remaining items due within one
year (inclusive) upon acquisition are presented under other current assets. Other financial assets of
such type are presented as other debt investments if they are due after one year since the
acquisition, or presented under non-current assets due within one year if they are due within one
year (inclusive) since the balance sheet date.
On initial recognition, the Group may irrevocably designate non-trading equity instruments, other
than contingent consideration recognized through business combination not involving enterprises
under common control, as financial assets at FVTOCI on an individual basis. Such financial
assets at FVTOCI are presented as investments in other equity instruments.
- 28 -
CHINA MERCHANTS PORT GROUP CO., LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
(Unless otherwise specified, the monetary unit shall be RMB.)
(IV) SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING ESTIMATES - continued
10. Financial instruments - continued
10.1 Classification, recognition and measurement of financial assets - continued
A financial asset is classified as held for trading if one of the following conditions is satisfied:
It has been acquired principally for the purpose of selling in the near term; or
On initial recognition, it is part of a portfolio of identified financial instruments that the
Group manages together and there is objective evidence that the Group has a recent actual
pattern of short-term profit-taking; or
It is a derivative that is not a financial guarantee contract or designated and effective as a
hedging instrument.
Financial assets measured at fair value through profit or loss ("FVTPL") include those classified
as financial assets at FVTPL and those designated as financial assets at FVTPL.
Financial assets not satisfying the criteria of classification as financial assets at amortized
cost and financial assets at FVTOCI are classified as financial assets at FVTPL.
Upon initial recognition, the Group may irrevocably designate the financial assets as at
FVTPL if doing so eliminates or significantly reduces accounting mismatch.
Financial assets at FVTPL other than derivative financial assets are presented as financial assets
held-for-trading. Financial assets with a maturity over one year since the balance sheet date (or
without a fixed maturity) and expected to be held for over one year are presented under other non-
current financial assets.
10.1.1 Financial assets measured at amortized cost
Financial assets measured at amortized cost are subsequently measured at amortized cost using
the effective interest method. Gain or loss arising from impairment or derecognition is recognized
in profit or loss.
For financial assets measured at amortized cost, the Group recognizes interest income using
effective interest method. The Group calculates and recognizes interest income through gross
carrying amount of financial assets multiplying effective interest rate, except for the following
circumstances:
For purchased or originated credit-impaired financial assets, the Group calculates and
recognizes the interest income based on amortized cost of the financial asset and the
effective interest rate through credit adjustment since initial recognition.
- 29 -
CHINA MERCHANTS PORT GROUP CO., LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
(Unless otherwise specified, the monetary unit shall be RMB.)
(IV) SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING ESTIMATES - continued
10. Financial instruments - continued
10.1 Classification, recognition and measurement of financial assets - continued
10.1.2 Financial assets at FVTOCI
For financial assets classified as at FVTOCI, except for the impairment losses or gains and the
interest income and exchange losses or gains calculated using the effective interest method which
are included in profit or loss for the period, the changes in fair value are included in other
comprehensive income. The amounts included in profit or loss for each period are equivalent to
that as if the financial assets have been always measured at amortized cost. Upon derecognition,
the accumulated gains or losses previously included in other comprehensive income are
transferred to profit or loss for the period.
Changes in fair value of non-trading equity instrument investments designated as financial assets
at FVTOCI are recognized in other comprehensive income, and the cumulative gains or losses
previously recognized in other comprehensive income allocated to the part derecognized are
transferred and included in retained earnings. During the period in which the Group holds the
non-trading equity instruments, revenue from dividends is recognized in profit or loss for the
current period when (1) the Group has established the right of collecting dividends; (2) it is
probable that the associated economic benefits will flow to the Group; and (3) the amount of
dividends can be measured reliably.
10.1.3 Financial assets at FVTPL
Financial assets at FVTPL are subsequently measured at fair value. Gain or loss arising from
changes in fair value and dividends and interest related to the financial assets are recognized in
profit or loss.
10.2 Impairment of financial instruments
For financial assets at amortized cost, financial assets classified as at FVTOCI, lease receivables,
contract assets, loan commitments that are not financial liabilities at FVTPL, financial liabilities
that are not at FVTPL and financial guarantee contracts that are not qualified for derecognition
due to the transfer of financial assets or financial liabilities arising from continuing involvement
of the transferred financial assets, the Group accounts for the impairment and recognizes the
provision for losses on the basis of expected credit loss ("ECL").
For all contract assets, accounts receivable and notes receivable arising from transactions
regulated by Revenue Standards, and lease receivables arising from transactions regulated by the
Accounting Standards for Business Enterprises No. 21 - Leases, the Group recognizes the
provision for losses at an amount equivalent to lifetime ECL.
- 30 -
CHINA MERCHANTS PORT GROUP CO., LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
(Unless otherwise specified, the monetary unit shall be RMB.)
(IV) SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING ESTIMATES - continued
10. Financial instruments - continued
10.2 Impairment of financial instruments - continued
For other financial instruments (other than purchased or originated credit-impaired financial
assets), the Group assesses the changes in credit risk since initial recognition of relevant financial
instruments at each balance sheet date. If the credit risk has increased significantly since initial
recognition of the financial instruments, the Group recognizes the provision for losses at an
amount equivalent to lifetime ECL; if the credit risk has not increased significantly since initial
recognition of the financial instruments, the Group recognizes the provision for losses at an
amount equivalent to 12-month ECL. The increase or reversal of credit loss provision for financial
assets other than those classified as at FVTOCI is recognized as impairment loss or gain and
included in profit or loss for the period. For financial assets classified as at FVTOCI, the credit
loss provision is recognized in other comprehensive income and the impairment loss or gain is
included in profit or loss for the period without reducing the carrying amount of the financial
assets in the balance sheet.
Where the Group has measured the provision for losses at an amount equivalent to lifetime ECL
of a financial instrument in prior accounting period, but the financial instrument no longer
satisfies the criteria of significant increase in credit risk since initial recognition at the current
balance sheet date, the Group recognizes the provision for losses of the financial instrument at an
amount equivalent to 12-month ECL at the current balance sheet date, with any resulting reversal
of provision for losses recognized as impairment gains in profit or loss for the period.
10.2.1 Significant increase of credit risk
The Group uses reasonable and supportable forward-looking information to assess whether the
credit risk has increased significantly since initial recognition by comparing the risk of a default
occurring on the financial instrument at the balance sheet date with the risk of a default occurring
on the financial instrument at the date of initial recognition. For loan commitments and financial
guarantee contracts, the date on which the Group becomes a party to the irrevocable commitment
is considered to be the date of initial recognition in the application of criteria related to the
financial instrument for impairment.
In particular, the following information is taken into account when assessing whether credit risk
has increased significantly:
(1) Significant changes in internal price indicators resulting from changes in credit risk;
(2) Significant changes in the rates or other terms of an existing financial instrument if the
instrument was newly originated or issued at the balance sheet date (such as more
stringent covenants, increased amounts of collateral or guarantees, or higher rate of return,
etc.);
- 31 -
CHINA MERCHANTS PORT GROUP CO., LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
(Unless otherwise specified, the monetary unit shall be RMB.)
(IV) SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING ESTIMATES - continued
10. Financial instruments - continued
10.2 Impairment of financial instruments - continued
10.2.1 Significant increase of credit risk - continued
In particular, the following information is taken into account when assessing whether credit risk
has increased significantly: - continued
(3) Significant changes in the external market indicators of credit risk of the same financial
instrument or similar financial instruments with the same expected duration. These
indicators include: credit spreads, credit default swap prices against borrower, length of
time and extent to which the fair value of financial assets is less than their amortized cost,
and other market information related to the borrower (such as the borrower's debt
instruments or changes in the price of equity instruments);
(4) An actual or expected significant change in the financial instrument's external credit
rating;
(5) An actual or expected decrease in the internal credit rating for the debtor;
(6) Adverse changes in business, financial or economic conditions that are expected to cause a
significant decrease in the debtor's ability to meet its debt obligations;
(7) An actual or expected significant change in the operating results of the debtor;
(8) Significant increase in credit risk of other financial instruments issued by the same debtor;
(9) Significant adverse changes in the regulatory, economic, or technological environment of
the debtor;
(10) Significant changes in the value of the collaterals or the quality of guarantees or credit
enhancements provided by third parties, which are expected to reduce the debtor's
economic motives to repay within the time limit specified in contract or affect the
probability of default;
(11) Significant change in the debtor's economic motives to repay within the time limit
specified in contract;
(12) Expected changes to loan contract, including the exemption or revision of contractual
obligations, the granting of interest-free periods, the jump in interest rates, the requirement
for additional collateral or guarantees, or other changes in the contractual framework for
financial instruments that may result from the breach of contract;
(13) Significant change in the expected performance and repayment of the debtor;
(14) Significant change in the method used by the Group to manage the credit of financial
instruments.
- 32 -
CHINA MERCHANTS PORT GROUP CO., LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
(Unless otherwise specified, the monetary unit shall be RMB.)
(IV) SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING ESTIMATES - continued
10. Financial instruments - continued
10.2 Impairment of financial instruments - continued
10.2.1 Significant increase of credit risk - continued
The Group assumes that the credit risk on a financial instrument has not increased significantly
since initial recognition if the financial instrument is determined to have lower credit risk at the
balance sheet date. A financial instrument is determined to have lower credit risk if: i) it has a
lower risk of default, ii) the borrower has a strong capacity to meet its contractual cash flow
obligations in the near term and iii) adverse changes in economic and business conditions in the
longer term may, but will not necessarily, reduce the ability of the borrower to fulfil its
contractual cash flow obligations.
10.2.2 Credit-impaired financial assets
When an event or several events that are expected to have adverse impact on the future cash flows
of the financial assets have occurred, the financial assets become credit-impaired. The evidences
of credit impairment of financial assets include the following observable information:
(1) Significant financial difficulty of the issuer or debtor.
(2) A breach of contract by the debtor, such as a default or delinquency in interest or principal
payments.
(3) The creditor, for economic or legal reasons relating to the debtor's financial difficulty,
granting a concession to the debtor.
(4) It becoming probable that the debtor will enter bankruptcy or other financial reorganizations.
(5) The disappearance of an active market for the financial asset because of financial
difficulties of the issuer or the debtor.
(6) Purchase or origination of a financial asset with a large scale of discount, which reflects
the fact of credit loss.
Based on the Group's internal credit risk management, the Group considers an event of default
occurs when information developed internally or obtained from external sources indicates that the
debtor is unlikely to pay its creditors, including the Group, in full (without taking into account any
collaterals held by the Group).
10.2.3 Determination of expected credit loss
The Group determines the credit losses on lease receivables on an individual asset basis, and on
notes receivable, accounts receivable, other receivables, contract assets, debt investments and
other debt investments on a portfolio basis using an impairment matrix for related financial
instruments. The financial instruments are grouped based on common risk characteristics. The
common credit risk characteristics adopted by the Group include credit risk rating, initial
recognition date, remaining contractual term, industry of the debtor, geographical location of the
debtor, etc.
- 33 -
CHINA MERCHANTS PORT GROUP CO., LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
(Unless otherwise specified, the monetary unit shall be RMB.)
(IV) SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING ESTIMATES - continued
10. Financial instruments - continued
10.2 Impairment of financial instruments - continued
10.2.3 Determination of expected credit loss - continued
The Group determines the ECL of relevant financial instruments using the following methods:
For financial assets, the credit loss is the present value of the difference between the
contractual cash flows that are due to the Group under the contract and the cash flows that
the Group expects to receive;
For lease receivables, the credit loss is the present value of the difference between the
contractual cash flows that are due to the Group under the contract and the cash flows that
the Group expects to receive;
For undrawn loan commitments (refer to Note IV, 10.4.1.3 for the detail of accounting
policies), the credit loss is the present value of the difference between the contractual cash
flows that are due to the Group if the holder of the loan commitments draws down the loan,
and the cash flows that the Group expects to receive if the loan is drawn down. The Group's
estimation of the ECL for loan commitments is consistent with its expectation of the loan
commitments drawn down.
For financial guarantee contracts (refer to Note IV, 10.4.1.3 for the detail of accounting
policies), the credit loss is the present value of the expected payments to reimburse the
holder for the credit loss incurred less any amounts that the Group expects to receive from
the holder, the debtor or any other party.
For financial assets credit-impaired at the balance sheet date, but not purchased or originated
credit-impaired, the credit loss is the difference between the gross carrying amount of the
financial assets and the present value of estimated future cash flows discounted at the
original effective interest rate.
The factors reflected by the Group's measurement of ECL of financial instruments include:
unbiased probability weighted average amount recognized by assessing a series of possible
results; time value of money; reasonable and supportable information related to historical events,
current condition and forecast of future economic position that is available without undue cost or
effort at the balance sheet date.
10.2.4 Write-down of financial assets
When the Group no longer reasonably expects that the contractual cash flows of financial assets
can be collected in aggregate or in part, the Group will directly write down the gross carrying
amount of the financial assets, which constitutes derecognition of relevant financial assets.
- 34 -
CHINA MERCHANTS PORT GROUP CO., LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
(Unless otherwise specified, the monetary unit shall be RMB.)
(IV) SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING ESTIMATES - continued
10. Financial instruments - continued
10.3 Transfer of financial assets
The Group will derecognize a financial asset if one of the following conditions is satisfied: (i) the
contractual rights to the cash flows from the financial asset expire; (ii) the financial asset has been
transferred and substantially all the risks and rewards of ownership of the financial asset is
transferred to the transferee; or (iii) although the financial asset has been transferred, the Group
neither transfers nor retains substantially all the risks and rewards of ownership of the financial
asset but has not retained control of the financial asset.
If the Group neither transfers nor retains substantially all the risks and rewards of ownership of a
financial asset, and it retains control of the financial asset, the Group will recognize the financial
asset to the extent of its continuing involvement in the transferred financial asset and recognize an
associated liability. The Group will measure relevant liabilities as follows:
For transferred financial assets carried at amortized cost, the carrying amount of relevant
liabilities is the carrying amount of financial assets transferred with continuing involvement
less amortized cost of the Group's retained rights (if the Group retains relevant rights upon
transfer of financial assets) with addition of amortized cost of obligations assumed by the
Group (if the Group assumes relevant obligations upon transfer of financial assets). Relevant
liabilities are not designated as financial liabilities at fair value through profit or loss.
For transferred financial assets carried at fair value, the carrying amount of relevant
liabilities is the carrying amount of financial assets transferred with continuing involvement
less fair value of the Group's retained rights (if the Group retains relevant rights upon
transfer of financial assets) with addition of fair value of obligations assumed by the Group
(if the Group assumes relevant obligations upon transfer of financial assets). Accordingly,
the fair value of relevant rights and obligations shall be measured on an individual basis.
For the transfer of a financial asset in its entirety that satisfies the derecognition criteria, the
difference between (1) the carrying amount of the financial asset transferred and (2) the sum of
the consideration received from the transfer and any cumulative gain or loss that has been
recognized in other comprehensive income, is recognized in profit or loss. Where the transferred
assets are non-trading equity instrument investments designated as at FVTOCI, cumulative gains
or losses previously recognized in other comprehensive income are transferred out and included in
retained earnings.
- 35 -
CHINA MERCHANTS PORT GROUP CO., LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
(Unless otherwise specified, the monetary unit shall be RMB.)
(IV) SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING ESTIMATES - continued
10. Financial instruments - continued
10.3 Transfer of financial assets - continued
If a part of the transferred financial asset qualifies for derecognition, the overall carrying amount
of the financial asset prior to transfer is allocated between the part that continues to be recognized
and the part that is derecognized, based on the respective fair value of those parts at the date of
transfer. The difference between (1) the carrying amount allocated to the part derecognized on the
date of derecognition; and (2) the sum of the consideration received for the part derecognized and
any cumulative gain or loss allocated to the part derecognized which has been previously
recognized in other comprehensive income, is recognized in profit or loss. Where the transferred
assets are non-trading equity instrument investments designated as at FVTOCI, cumulative gains
or losses previously recognized in other comprehensive income are transferred out and included in
retained earnings.
For a transfer of a financial asset in its entirety that does not satisfy the derecognition criteria, the
Group continues to recognize the transferred financial asset in its entirety. The consideration
received from transfer of assets is recognized as a liability upon receipt.
10.4 Classification of financial liabilities and equity instruments
Financial instruments issued by the Group or their components are classified into financial
liabilities or equity instruments on the basis of the substance of the contractual arrangements and
the economic nature not only the legal form, together with the definition of financial liability and
equity instrument on initial recognition.
10.4.1 Classification, recognition and measurement of financial liabilities
On initial recognition, financial liabilities are classified into financial liabilities at FVTPL and
other financial liabilities.
10.4.1.1 Financial liabilities at FVTPL
Financial liabilities at FVTPL consist of financial liabilities held for trading (including derivatives
classified as financial liabilities) and those designated as at FVTPL. Except for derivative
financial liabilities presented separately, the financial liabilities at FVTPL are presented as held-
for-trading financial liabilities.
A financial liability is classified as held for trading if one of the following conditions is satisfied:
It has been acquired principally for the purpose of repurchasing in the near term; or
On initial recognition, it is part of a portfolio of identified financial instruments that the
Group manages together and there is objective evidence that the Group has a recent actual
pattern of short-term profit-taking; or
- 36 -
CHINA MERCHANTS PORT GROUP CO., LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
(Unless otherwise specified, the monetary unit shall be RMB.)
(IV) SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING ESTIMATES - continued
10. Financial instruments - continued
10.4 Classification of financial liabilities and equity instruments - continued
10.4.1 Classification, recognition and measurement of financial liabilities - continued
10.4.1.1 Financial liabilities at FVTPL - continued
A financial liability is classified as held for trading if one of the following conditions is satisfied: -
continued
It is a derivative that is not a financial guarantee contract or designated and effective as a
hedging instrument.
A financial liability may be designated as at FVTPL on initial recognition when one of the
following conditions is satisfied: (i) Such designation eliminates or significantly reduces
accounting mismatch; or (ii) The Group makes management and performance evaluation on a fair
value basis, in accordance with the Group's formally documented risk management or investment
strategy, and reports to key management personnel on that basis. (iii) The qualified hybrid
financial instrument combines financial asset with embedded derivatives.
Held-for-trading financial liabilities are subsequently measured at fair value. Any gains or losses
arising from changes in fair value and any dividends or interest expenses paid on the financial
liabilities are recognized in profit or loss.
For a financial liability designated as at FVTPL, the amount of changes in fair value of the
financial liability that are attributable to changes in the credit risk of that liability shall be
presented in other comprehensive income, while other changes in fair value are included in profit
or loss for the current period. Upon the derecognition of such financial liability, the accumulated
amount of changes in fair value that are attributable to changes in the credit risk of that liability,
which was recognized in other comprehensive income, is transferred to retained earnings. Any
dividend or interest expense on the financial liabilities is recognized in profit or loss. If the
accounting treatment for the impact of the change in credit risk of such financial liability in the
above ways would create or enlarge an accounting mismatch in profit or loss, the Group shall
present all gains or losses on that liability (including the effects of changes in the credit risk of
that liability) in profit or loss for the period.
For financial liabilities arising from contingent consideration recognized by the Group as the
acquirer in the business combination not involving enterprises under common control, the Group
measures such financial liabilities at fair value through profit or loss, and includes the changes in
the financial liabilities in profit or loss for the period.
- 37 -
CHINA MERCHANTS PORT GROUP CO., LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
(Unless otherwise specified, the monetary unit shall be RMB.)
(IV) SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING ESTIMATES - continued
10. Financial instruments - continued
10.4 Classification of financial liabilities and equity instruments - continued
10.4.1 Classification, recognition and measurement of financial liabilities - continued
10.4.1.2 Other financial liabilities
Except for financial liabilities, financial guarantee contracts and loan commitments arising from
transfer of financial assets that do not meet the derecognition criteria or those arising from
continuing involvement in the transferred financial assets, other financial liabilities are
subsequently measured at amortized cost, with gain or loss arising from derecognition or
amortization recognized in profit or loss.
If the modification or renegotiation for the contract by the Group and its counterparties does not
result in derecognition of a financial liability subsequently measured at amortized cost but the
changes in contractual cash flows, the Group will recalculate the carrying amount of the financial
liability, with relevant gain or loss recognized in profit or loss. The Group will determine the
carrying amount of the financial liability based on the present value of renegotiated or modified
contractual cash flows discounted at the original effective interest rate of the financial liability.
For all costs or expenses arising from modification or renegotiation of the contract, the Group will
adjust the modified carrying amount of the financial liability and make amortization during the
remaining term of the modified financial liability.
10.4.1.3 Financial guarantee contracts and loan commitments
A financial guarantee contract is a contract that requires the issuer to make specified payments to
reimburse the holder of the contract for a loss it incurs because a specified debtor fails to make
payment when due in accordance with the original or modified terms of a debt instrument.
Subsequent to initial recognition, financial guarantee contracts that are not designated as financial
liabilities at fair value through profit or loss or financial liabilities arising from transfer of
financial assets that do not meet the derecognition criteria or those arising from continuing
involvement in the transferred financial assets, and loan commitments to provide a loan at a
below-market interest rate, which are not designated at fair value through profit or loss, are
measured at the higher of: (1) amount of loss provision; and (2) the amount initially recognized
less cumulative amortization amount determined based on the revenue standards.
10.4.2 Derecognition of financial liabilities
The Group derecognizes a financial liability (or part of it) when the underlying present obligation
(or part of it) is discharged. An agreement between the Group (the debtor) and the creditor to
replace the original financial liability with a new financial liability with substantially different
terms is accounted for as an extinguishment of the original financial liability and the recognition
of a new financial liability.
- 38 -
CHINA MERCHANTS PORT GROUP CO., LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
(Unless otherwise specified, the monetary unit shall be RMB.)
(IV) SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING ESTIMATES - continued
10. Financial instruments - continued
10.4 Classification of financial liabilities and equity instruments - continued
10.4.2 Derecognition of financial liabilities - continued
When the Group derecognizes a financial liability or a part of it, it recognizes the difference
between the carrying amount of the financial liability (or part of the financial liability)
derecognized and the consideration paid (including any non-cash assets transferred or new
financial liabilities assumed) in profit or loss.
10.4.3 Equity instruments
An equity instrument is any contract that evidences a residual interest in the assets of the Group
after deducting all of its liabilities. Equity instruments issued (including refinanced), repurchased,
sold and cancelled by the Group are recognized as changes in equity. Changes in fair value of
equity instruments are not recognized by the Group. Transaction costs related to equity
transactions are deducted from equity.
The Group recognizes the distribution to holders of the equity instruments as distribution of
profits, and dividends paid do not affect total amount of shareholders' equity.
10.5 Derivatives and embedded derivatives
Derivatives include forward exchange contracts, currency swaps, interest rate swaps and foreign
exchange options, etc. Derivatives are initially measured at fair value at the date when the
derivative contracts are entered into and are subsequently measured at fair value.
Derivatives embedded in hybrid contracts with a financial asset host are not separated by the
Group. The hybrid contract shall apply the relevant accounting standards regarding the
classification of financial assets as a whole.
Derivatives embedded in hybrid contracts with hosts that are not financial assets are separated and
treated as separate derivatives by the Group when they meet the following conditions:
(1) the economic characteristics and risks of the embedded derivative are not closely related to
those of the host contract;
(2) a separate instrument with the same terms as the embedded derivative would meet the
definition of a derivative;
(3) the hybrid contracts are not measured at fair value through profit or loss.
- 39 -
CHINA MERCHANTS PORT GROUP CO., LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
(Unless otherwise specified, the monetary unit shall be RMB.)
(IV) SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING ESTIMATES - continued
10. Financial instruments - continued
10.5 Derivatives and embedded derivatives - continued
For the embedded derivative separated from the host contracts, the Group accounts for the host
contracts in the hybrid contracts with applicable accounting standards. When the embedded
derivatives whose fair value cannot be measured reliably by the Group according to the terms and
conditions of the embedded derivatives, the fair value of such derivatives are measured at the
difference between the fair value of the hybrid contracts and the fair value of the host contracts.
By adopting the above method, if the embedded derivative cannot be measured on a stand-alone
basis at the time when it is acquired or at subsequent balance sheet dates, the hybrid instrument is
designated as financial instruments at fair value through profit or loss as a whole.
10.6 Offsetting financial assets and financial liabilities
Where the Group has a legal right that is currently enforceable to set off the recognized financial
assets and financial liabilities, and intends either to settle on a net basis, or to realize the financial
asset and settle the financial liability simultaneously, a financial asset and a financial liability shall
be offset and the net amount is presented in the balance sheet. Except for the above
circumstances, financial assets and financial liabilities shall be presented separately in the balance
sheet and shall not be offset.
10.7 Compound instruments
For convertible bonds issued by the Group that contain both liabilities and conversion option that
may convert the liabilities to its own equity instrument, upon initial recognition, the bonds are
splitted into liabilities and conversion option which are separately recognized. Therein, the
conversion option that exchanges a fixed amount of cash or other financial assets for a fixed
amount of equity instruments is accounted for as an equity instrument.
Upon initial recognition, the fair value of liability portion is determined based on the prevailing
market price of the bonds containing no conversion option. The overall issue price of the
convertible bonds net of the fair value of the liability portion is considered as the value of the
conversion option that enables the bonds holder to convert the bonds to equity instruments, and is
included in other equity instruments.
The liability portion of the convertible bonds is subsequently measured at amortized cost using
effective interest method; the value of the conversion option classified as equity instrument is
remained in equity instrument. The expiry or conversion of convertible bonds will not result in
loss or gain.
- 40 -
CHINA MERCHANTS PORT GROUP CO., LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
(Unless otherwise specified, the monetary unit shall be RMB.)
(IV) SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING ESTIMATES - continued
10. Financial instruments - continued
10.7 Compound instruments - continued
The transaction costs incurred for issuance of the convertible bonds are allocated between the
liability portion and equity instrument portion in proportion to their respective fair values. The
transaction cost relating to the equity instrument portion is directly included in equity instrument;
while the transaction cost relating to the liability portion is included in the carrying amount of the
liability, and amortized over the lifetime of the convertible bonds using effective interest method.
10.8 Reclassification of financial instruments
When the Group changes the business model to manage the financial assets, the financial assets
affected will be reclassified and no financial liabilities will be reclassified.
The financial assets are reclassified by the Group and are accounted for prospectively since the
date of reclassification (i.e. the first date of the initial reporting period after the business model of
which the financial assets are reclassified by the enterprise is changed).
Where a financial asset at amortized cost is reclassified as a financial asset at fair value through
profit or loss ("FVTPL") by the Group, such financial asset is measured at fair value at the date of
reclassification and the difference between the original carrying amount and the fair value is
recognized in profit or loss for the period.
Where a financial asset at amortized cost is reclassified as a financial asset at fair value through
other comprehensive income ("FVTOCI") by the Group, such financial asset is measured at fair
value at the date of reclassification, and the difference between the original carrying amount and
the fair value is recognized in other comprehensive income.
Where a financial asset at FVTOCI is reclassified as a financial asset at amortized cost by the
Group, the accumulated gains or losses previously recognized in other comprehensive income are
transferred out and the fair value at the date of reclassification is adjusted. The adjusted fair value
is determined as the new carrying amount, as if the financial asset has been always measured at
amortized cost. The reclassification of the financial asset shall not affect its effective interest rate
or the measurement of ECL.
Where a financial asset at FVTOCI is reclassified as a financial asset at FVTPL by the Group,
such financial asset continues to be measured at fair value. At the same time, the accumulated
gains or losses previously recognized in other comprehensive income are transferred to profit or
loss for the period.
Where a financial asset at FVTPL is reclassified as a financial asset at amortized cost by the
Group, the fair value at the date of reclassification is determined as the new gross carrying
amount.
- 41 -
CHINA MERCHANTS PORT GROUP CO., LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
(Unless otherwise specified, the monetary unit shall be RMB.)
(IV) SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING ESTIMATES - continued
10. Financial instruments - continued
10.8 Reclassification of financial instruments - continued
Where a financial asset at FVTPL is reclassified as a financial asset at FVTOCI by the Group,
such financial asset continues to be measured at fair value.
Where a financial asset at FVTPL is reclassified, the effective interest rate is determined on the
basis of the fair value of the financial asset at the date of reclassification.
11. Accounts receivable
The Group makes internal credit ratings on customers and determines expected loss rate of notes
receivable, accounts receivable, other receivables and long-term receivables. Basis for
determining ratings and the expected loss rates are as follows:
Internal Expected average
Basis for determining portfolio
credit rating loss rate (%)
Customers can make repayments within credit term and have good
A credit records based on historical experience. The probability of default 0.00-0.10
on payment of due amounts is extremely low in the foreseeable future.
The customers may have overdue payment based on historical
B 0.10-0.30
experience but they can make repayments.
The evidence indicates that the overdue credit risks of the customers are
C 0.30-50.00
significantly increased and there is probability of default on payment.
The evidence indicates that the accounts receivable are impaired or the
D customers have significant financial difficulty. The amounts cannot be 50.00-100.00
recovered in the foreseeable future.
12. Receivables financing
Notes receivable classified as at FVTOCI should be listed as receivables financing within one
year (including one year) from the date of acquisition. Those over one year should be listed as
other debt investments. For related accounting policies, refer to Note (IV) 10.
13. Inventories
13.1 Category of inventories
The Group's inventories mainly include raw materials, merchandise and others. Inventories are
initially measured at cost. Cost of inventories comprises all costs of purchase, costs of conversion
and other expenditures incurred in bringing the inventories to their present location and condition.
- 42 -
CHINA MERCHANTS PORT GROUP CO., LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
(Unless otherwise specified, the monetary unit shall be RMB.)
(IV) SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING ESTIMATES - continued
13. Inventories - continued
13.2 Valuation method of inventories upon delivery
The actual cost of inventories upon delivery is calculated using the weighted average method and
first-in-first-out method.
13.3 Basis for determining net realizable value of inventories and provision methods for
decline in value of inventories
At the balance sheet date, inventories are measured at the lower of cost and net realizable value. If
the cost of inventories is higher than the net realizable value, a provision for decline in value of
inventories is made.
Net realizable value is the estimated selling price in the ordinary course of business less the
estimated costs of completion, the estimated costs necessary to make the sale and relevant taxes.
Net realizable value is determined on the basis of clear evidence obtained, after taking into
consideration the purposes of inventories being held and effect of post balance sheet events.
Provision for decline in value of inventories is made based on the excess of cost of inventory over
its net realizable value on an item-by-item basis.
After the provision for decline in value of inventories is made, if the circumstances that
previously caused inventories to be written down below cost no longer exist so that the net
realizable value of inventories is higher than their cost, the original provision for decline in value
is reversed and the reversal is included in profit or loss for the period.
13.4 Inventory count system
The perpetual inventory system is maintained for stock system.
13.5 Amortization method for low cost and short-lived consumable items and packaging
materials
Packaging materials and low cost and short-lived consumable items are amortized using the
immediate write-off method.
- 43 -
CHINA MERCHANTS PORT GROUP CO., LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
(Unless otherwise specified, the monetary unit shall be RMB.)
(IV) SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING ESTIMATES - continued
14. Contract assets
14.1 Recognition and criteria of contract assets
A contract asset represents the Group's right to consideration in exchange for goods or services
that the Group has transferred to a customer, and such right depends on factors other than the
passage of time. The Group's unconditional (i.e., depending on the passage of time only) right to
receive consideration from the customer is separately presented as receivables.
14.2 Determination and accounting treatment for expected credit loss ("ECL") of contract
assets
Refer to Note (IV) 10.2 "Impairment of financial instruments" for determination and accounting
treatment for expected credit loss of contract assets.
15. Assets held-for-sale
Non-current assets and disposal groups are classified as held-for-sale category when the Group
recovers the carrying amount through a sale (including an exchange of nonmonetary assets that
has commercial substance) rather than continuing use.
Non-current assets or disposal groups classified as held-for-sale are required to satisfy the
following conditions: (1) the asset or disposal group is available for immediate sale in its present
condition subject only to terms that are usual and customary for sales of such asset or disposal
group; (2) the sale is highly probable, i.e. the Group has made a resolution about selling plan and
obtained a confirmed purchase commitment and the sale is expected to be completed within one
year.
When there is loss of control over a subsidiary due to disposal of investments in the subsidiary,
and the proposed disposal of investments in the subsidiary satisfies classification criteria of held-
for-sale category, the investments in subsidiaries are classified as held-for-sale category as a
whole in the Company's separate financial statements, and all assets and liabilities of subsidiaries
are classified as held-for-sale category in the consolidated financial statements regardless of
whether that part of the equity investments are remained after the sale.
The Group measures the non-current assets or disposal groups classified as held-for-sale at the
lower of their carrying amount and fair value less costs to sell. Where the carrying amount is
higher than the net amount of fair value less costs to sell, carrying amount should be reduced to
the net amount of fair value less costs to sell, and such reduction is recognized in impairment loss
of assets and included in profit or loss for the period. Meanwhile, provision for impairment of
held-for-sale assets is made. When there is an increase in the net amount of fair value of non-
current assets held-for-sale less costs to sell at the balance sheet date, the original deduction
should be reversed in impairment loss of assets recognized after the classification of held-for-sale
category, and the reversal amount is included in profit or loss for the period. The impairment
losses recognized before such assets are classified as held-for-sale category shall not be reversed.
- 44 -
CHINA MERCHANTS PORT GROUP CO., LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
(Unless otherwise specified, the monetary unit shall be RMB.)
(IV) SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING ESTIMATES - continued
15. Assets held-for-sale - continued
Non-current assets classified as held-for-sale or non-current assets in disposal groups are not
depreciated or amortized, and interest and other costs of liabilities of disposal groups classified as
held-for-sale continue to be recognized.
All or part of equity investments in associates or joint ventures are classified as held-for-sale
assets. For the part that is classified as held-for-sale, it is no longer accounted for using the equity
method since the date of the classification.
If an asset or a disposal group has been classified as held-for-sale but the recognition criteria for
held-for-sale are no longer met, the Group shall cease to classify the asset or disposal group as
held-for-sale. It shall be measured at the lower of (1) the carrying amount before the asset or
disposal group was classified as held-for-sale, adjusted for any depreciation, amortization or
impairment that would have been recognized had the asset or disposal group not been classified as
held-for-sale; and (2) the recoverable amount at the date of the decision not to sell.
For equity investments in associates or joint ventures that are classified as held-for-sale but the
classification criteria for held-for-sale are no longer met, such investments are accounted for
retrospectively using the equity method from the date when they are classified as held-for-sale.
The financial statements for the period in which the held-for-sale assets are held are adjusted
accordingly.
16. Long-term equity investments
16.1 Basis for determining joint control and significant influence over investee
Control is archived when the Group has the power over the investee and has rights to variable
returns from its involvement with the investee; and has the ability to use its power to affect its
returns. Joint control is the contractually agreed sharing of control over an economic activity, and
exists only when the strategic financial and operating policy decisions relating to the activity
require the unanimous consent of the parties sharing control. 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 policies. When determining whether an investing enterprise is able to exercise
control or significant influence over an investee, the effect of potential voting rights of the
investee (for example, warrants and convertible debts) held by the investing enterprises or other
parties that are currently exercisable or convertible shall be considered.
- 45 -
CHINA MERCHANTS PORT GROUP CO., LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
(Unless otherwise specified, the monetary unit shall be RMB.)
(IV) SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING ESTIMATES - continued
16. Long-term equity investments - continued
16.2 Determination of initial investment cost
For a long-term equity investment acquired through business combination involving enterprises
under common control, share of carrying amount of owners' equity of the acquiree in the
consolidated financial statements of ultimate controlling party is recognized as initial investment
cost of long-term equity investment at the date of combination. The difference between initial
investment cost of long-term equity investment and cash paid, non-cash assets transferred and
carrying amount of liabilities assumed, is adjusted in capital reserve. If the balance of capital
reserve is not sufficient to absorb the difference, any excess is adjusted to retained earnings. If the
consideration of the combination is satisfied by the issue of equity securities, the initial
investment cost of the long-term equity investment is the share of carrying amount of owners'
equity of the acquiree in the consolidated financial statements of ultimate controlling party at the
date of combination. The aggregate face value of the shares issued is accounted for as share
capital. The difference between the initial investment cost and the aggregate face value of the
shares issued is adjusted to capital reserve. If the balance of capital reserve is not sufficient to
absorb the difference, any excess is adjusted to retained earnings. Where equity interests in an
acquiree are acquired in stages through multiple transactions ultimately constituting a business
combination involving enterprises under common control, the acquirer shall determine if these
transactions are considered to be a "package deal". If yes, these transactions are accounted for as a
single transaction where control is obtained. If no, the initial investment cost of the long-term
equity investment is the share of carrying amount of owners' equity of the acquiree in the
consolidated financial statements of ultimate controlling party at the date of combination. The
difference between the initial investment cost and the sum of carrying amount of equity
investments previously held in the acquiree and the new investment cost is adjusted to capital
reserve. If the balance of capital reserve is not sufficient to absorb the difference, any excess is
adjusted to retained earnings. Other comprehensive income recognized for the previously held
equity investments by accounting treatment of equity method or non-trading equity instrument
investments designated as at FVTOCI is not subject to accounting treatment temporarily.
For a long-term equity investment acquired through business combination not involving
enterprises under common control, the investment cost of the long-term equity investment
acquired is the cost of acquisition.
The expenses incurred by the acquirer in respect of auditing, legal services, valuation and
consultancy services and other associated administrative expenses attributable to the business
combination are recognized in profit or loss when they are incurred.
- 46 -
CHINA MERCHANTS PORT GROUP CO., LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
(Unless otherwise specified, the monetary unit shall be RMB.)
(IV) SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING ESTIMATES - continued
16. Long-term equity investments - continued
16.2 Determination of initial investment cost - continued
The long-term equity investment acquired otherwise than through a business combination is
initially measured at its cost. When the entity is able to exercise significant influence or joint
control (but not control) over an investee due to additional investment, the cost of long-term
equity investments is the sum of the fair value of previously-held equity investments determined
in accordance with Accounting Standards for Business Enterprises No.22 - Financial Instruments:
Recognition and Measurement (ASBE No. 22) and the additional investment cost.
16.3 Subsequent measurement and recognition of profit or loss
16.3.1 Long-term equity investments accounted for using the cost method
Long-term equity investments in subsidiaries are accounted for using the cost method in the
Company's separate financial statements. A subsidiary is an investee that is controlled by the
Group.
Under the cost method, a long-term equity investment is measured at initial investment cost. When
additional investment is made or the investment is recouped, the cost of the long-term equity
investment is adjusted accordingly. Investment income is recognized in the period in accordance
with the attributable share of cash dividends or profit distributions declared by the investee.
16.3.2 Long-term equity investments accounted for using the equity method
Except for investments in associates and joint ventures classified as held-for-sale partly or wholly,
the Group accounts for investment in associates and joint ventures using the equity method. An
associate is an entity over which the Group has significant influence and a joint venture is a joint
arrangement whereby the Group only has rights to the net assets of the arrangement.
Under the equity method, where the initial investment cost of a long-term equity investment
exceeds the Group's share of the fair value of the investee's identifiable net assets at the time of
acquisition, no adjustment is made to the initial investment cost. Where the initial investment cost
is less than the Group's share of the fair value of the investee's identifiable net assets at the time of
acquisition, the difference is recognized in profit or loss for the period, and the cost of the long-
term equity investment is adjusted accordingly.
- 47 -
CHINA MERCHANTS PORT GROUP CO., LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
(Unless otherwise specified, the monetary unit shall be RMB.)
(IV) SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING ESTIMATES - continued
16. Long-term equity investments - continued
16.3 Subsequent measurement and recognition of profit or loss - continued
16.3.2 Long-term equity investments accounted for using the equity method - continued
Under the equity method, the Group recognizes its share of the net profit or loss and other
comprehensive income of the investee for the period as investment income and other
comprehensive income for the period. Meanwhile, the carrying amount of long-term equity
investment is adjusted; the carrying amount of long-term equity investment is decreased in
accordance with its share of the investee’s declared profit or cash dividends; other changes in
owners’ equity of the investee other than net profit or loss and other comprehensive income are
correspondingly adjusted to the carrying amount of the long-term equity investment, and
recognized in capital reserve. The Group recognizes its share of the investee’s net profit or loss
based on the fair value of the investee’s individual identifiable assets, etc. at the acquisition date
after making appropriate adjustments. When the investee’s accounting policies and accounting
period are inconsistent with those of the Group, the Group recognizes investment income and
other comprehensive income after making appropriate adjustments to conform to the Group's
accounting policies and accounting period. However, unrealized gains or losses resulting from the
Group’s transactions with its associates and joint ventures, which do not constitute a business, are
eliminated based on the proportion attributable to the Group and then investment gains or losses
are recognized. However, unrealized losses resulting from the Group's transactions with its
associates and joint ventures which represent impairment losses on the transferred assets are not
eliminated.
The Group discontinues recognizing its share of net losses of the investee after the carrying
amount of the long-term equity investment together with any long-term interests that in substance
form part of its net investment in the investee are reduced to zero. In addition, if the Group has
incurred obligations to assume additional losses, a provision is recognized according to the
obligation expected, and recorded in the investment loss for the period. Where net profits are
subsequently made by the investee, the Group resumes recognizing its share of those profits only
after its share of the profits exceeds the share of losses previously not recognized.
16.4 Disposal of long-term equity investments
On disposal of a long-term equity investment, the difference between the proceeds actually
received and receivable and the carrying amount is recognized in profit or loss for the period.
- 48 -
CHINA MERCHANTS PORT GROUP CO., LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
(Unless otherwise specified, the monetary unit shall be RMB.)
(IV) SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING ESTIMATES - continued
16. Long-term equity investments - continued
16.4 Disposal of long-term equity investments - continued
For long-term equity investments accounted for using the equity method, if the remaining interest
after disposal is still accounted for using the equity method, other comprehensive income
previously recognized using the equity method is accounted for on the same basis as would have
been required if the investee had directly disposed of related assets or liabilities, and transferred to
profit or loss for the period on a pro rata basis; owners' equity recognized due to other changes in
owners' equity of the investee (other than net profit or loss, other comprehensive income and
profit distribution) is transferred to profit or loss for the period on a pro rata basis. For long-term
equity investments accounted for using the cost method, if the remaining interest after disposal is
still accounted for using the cost method, other comprehensive income previously recognized
using the equity method or in accordance with the standards for the recognition and measurement
of financial instruments before obtaining the control over the investee, is accounted for on the
same basis as would have been required if the investee had directly disposed of related assets or
liabilities, and transferred to profit or loss for the period on a pro rata basis; other changes in
owners' equity in the investee's net assets recognized under the equity method (other than net
profit or loss, other comprehensive income and profit distribution) is transferred to profit or loss
for the period on a pro rata basis.
Where the Group loses control over the investee due to disposal of part of shares, and in preparing
the separate financial statements, remaining shares after disposal can have joint control or
significant influence over the investee, the equity method shall be adopted to adjust the remaining
shares as they are accounted for under equity method since the acquisition date. If remaining
shares after disposal cannot have joint control or significant influence over the investee, they are
accounted for in accordance with the standards for recognition and measurement of financial
instruments, and the difference between fair value on date of losing control and carrying amount
is recognized in profit or loss for the period. Other comprehensive income recognized using the
equity method or in accordance with the standards for the recognition and measurement of
financial instruments before losing control over the investee, is accounted for on the same basis as
would have been required if the investee had directly disposed of related assets or liabilities when
the control over the investee is lost; other changes in owners' equity in the investee's net assets
recognized under the equity method (other than net profit or loss, other comprehensive income
and profit distribution) is transferred to profit or loss for the period on a pro rata basis. Where
remaining shares after disposal are accounted for under equity method, other comprehensive
income and other owners' equity are transferred on a pro rata basis. Where remaining shares after
disposal are accounted for in accordance with the standards for recognition and measurement of
financial instruments, other comprehensive income and other owners' equity are all transferred.
- 49 -
CHINA MERCHANTS PORT GROUP CO., LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
(Unless otherwise specified, the monetary unit shall be RMB.)
(IV) SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING ESTIMATES - continued
16. Long-term equity investments - continued
16.4 Disposal of long-term equity investments - continued
Where the Group loses joint control or significant influence over the investee after part disposal of
shares, remaining shares after disposal are accounted for in accordance with the standards for
recognition and measurement of financial instruments, and the difference between fair value at the
date of losing joint control or significant influence and carrying amount is recognized in profit or
loss for the period. Other comprehensive income previously recognized under the equity method,
is accounted for on the same basis as would have been required if the investee had directly
disposed of related assets or liabilities when the equity method is not adopted, and other changes
in owners' equity other than net profit or loss, other comprehensive income and profit distribution
are transferred to investment income for the period when the equity method is not adopted.
The Group disposes of its equity investment in subsidiaries through multiple transactions step by
step until it loses control over the subsidiaries. If these transactions belong to "package deal", all
transactions are deemed as one transaction on disposal of equity investment in subsidiaries, and
the difference between the amount of disposal and carrying amount of long-term equity
investment is recognized as other comprehensive income, and transferred to profit or loss for the
period when the control is lost.
17. Investment properties
Investment property is the property held by the Group to earn rentals or for capital appreciation or
both. It includes a land use right that is leased out and a building that is leased out.
An investment property is measured initially at cost. Subsequent expenditures incurred for such
investment property are included in the cost of the investment property if it is probable that
economic benefits associated with the investment property will flow to the Group and the
subsequent expenditures can be measured reliably. Other subsequent expenditures are recognized
in profit or loss for the period in which they are incurred.
The Group uses the cost model for subsequent measurement of investment property, and adopts a
depreciation or amortization policy for the investment property which is consistent with that for
buildings or land use rights.
An investment property is derecognized upon disposal or when the investment property is
permanently withdrawn from use and no future economic benefits are expected from the disposal.
When an investment property is sold, transferred, retired or damaged, the Group recognizes the
amount of any proceeds on disposal net of the carrying amount and related taxes in profit or loss
for the period.
- 50 -
CHINA MERCHANTS PORT GROUP CO., LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
(Unless otherwise specified, the monetary unit shall be RMB.)
(IV) SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING ESTIMATES - continued
18. Fixed assets and depreciation
Fixed assets are tangible assets that are held for use in the production or supply of goods or
services, for rental to others, or for administrative purposes, and have useful lives of more than
one accounting year. A fixed asset is recognized only when it is probable that economic benefits
associated with the asset will flow to the Group and the cost of the asset can be measured reliably.
Fixed assets are initially measured at cost. Upon being restructured into a stock company, the
fixed assets initially contributed by the state-owned shareholders are recognized based on the
valuation amounts confirmed by the state-owned assets administration department.
Subsequent expenditures incurred for the fixed asset are included in the cost of the fixed asset if it
is probable that economic benefits associated with the asset will flow to the Group and the
subsequent expenditures can be measured reliably. Meanwhile the carrying amount of the
replaced part is derecognized. Other subsequent expenditures are recognized in profit or loss for
the period in which they are incurred.
A fixed asset is depreciated over its useful life using the straight-line method starting from the
month subsequent to the one in which it is ready for intended use. The useful life, estimated net
residual value rate and annual depreciation rate of each category of fixed assets are as follows:
Estimated net Annual
Category residual value rate depreciation rate
Useful life
(%) (%)
Port and terminal facilities 5-50 years 5.00 1.90-19.00
Buildings and structures 5-50 years 5.00 1.90-19.00
Machinery and equipment, furniture
3-20 years 5.00 4.75-31.67
and fixture and other equipment
Motor vehicles and cargo ships 5-25 years 5.00 3.80-19.00
Estimated net residual value of a fixed asset is the estimated amount that the Group would
currently obtain from disposal of the asset, after deducting the estimated costs of disposal, if the
asset were already of the age and in the condition expected at the end of its useful life.
If a fixed asset is upon disposal or no future economic benefits are expected to be generated from
its use or disposal, the fixed asset is derecognized. When a fixed asset is sold, transferred, retired
or damaged, the amount of any proceeds on disposal of the asset net of the carrying amount and
related taxes is recognized in profit or loss for the period.
The Group reviews the useful life and estimated net residual value of a fixed asset and the
depreciation method applied at least once at each financial year-end, and accounts for any change
as a change in accounting estimates.
- 51 -
CHINA MERCHANTS PORT GROUP CO., LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
(Unless otherwise specified, the monetary unit shall be RMB.)
(IV) SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING ESTIMATES - continued
19. Construction in progress
Construction in progress is measured at its actual costs. The actual costs include various
construction expenditures during the construction period, borrowing costs capitalized before it is
ready for intended use and other relevant costs. Construction in progress is not depreciated.
Construction in progress is transferred to a fixed asset when it is ready for intended use.
20. Borrowing costs
Borrowing costs directly attributable to the acquisition, construction or production of qualifying
asset are capitalized when expenditures for such asset and borrowing costs are incurred and
activities relating to the acquisition, construction or production of the asset that are necessary to
prepare the asset for its intended use or sale have commenced. Capitalization of borrowing costs
ceases when the qualifying asset being acquired, constructed or produced becomes ready for its
intended use or sale. Capitalization of borrowing costs is suspended during periods in which the
acquisition, construction or production of a qualifying asset is interrupted abnormally and when
the interruption is for a continuous period of more than 3 months. Capitalization is suspended
until the acquisition, construction or production of the asset is resumed. Other borrowing costs are
recognized as an expense in the period in which they are incurred.
Where funds are borrowed under a specific-purpose borrowing, the amount of interest to be
capitalized is the actual interest expense incurred on that borrowing for the period less any bank
interest earned from depositing the borrowed funds before being used on the asset or any
investment income on the temporary investment of those funds. Where funds are borrowed under
general-purpose borrowings, the Group determines the amount of interest to be capitalized on
such borrowings by applying a capitalization rate to the weighted average of the excess of
cumulative expenditures on the asset over the amounts of specific-purpose borrowings. The
capitalization rate is the weighted average of the interest rates applicable to the general-purpose
borrowings. During the capitalization period, exchange differences related to a specific-purpose
borrowing denominated in foreign currency are all capitalized. Exchange differences in
connection with general-purpose borrowings are recognized in profit or loss for the period in
which they are incurred.
- 52 -
CHINA MERCHANTS PORT GROUP CO., LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
(Unless otherwise specified, the monetary unit shall be RMB.)
(IV) SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING ESTIMATES - continued
21. Intangible assets
21.1 Intangible assets
Intangible assets include land use rights, terminal operating rights and others.
An intangible asset is measured initially at cost. Upon being restructured into a stock company,
the intangible assets initially contributed by the state-owned shareholders are recognized based on
the valuation amounts confirmed by the state-owned assets administration department. Except for
terminal operating rights, when an intangible asset with a finite useful life is available for use, its
original cost is amortized over its estimated useful life. The terminal operating rights under the
output method are amortized over periods according to the ratio of the estimated minimum
guaranteed throughput to the estimated minimum guaranteed total throughput during the operation
period. When the estimated minimum guaranteed throughput cannot be measured reliably, the
straight-line method will be used for amortization. An intangible asset with indefinite useful life
will not be amortized.
The amortization method, useful life and estimated net residual value of various intangible assets
are as follows:
Category Amortization method Useful life (year) Residual value (%)
Land use rights Straight-line method 40-50 -
Terminal operating right Output/Straight-line method 30-50 -
Others Straight-line method 5-50 -
For an intangible asset with a finite useful life, the Group reviews the useful life and amortization
method at the end of the year, and makes adjustments when necessary.
21.2 Research and development expenditure
Expenditure during the research phase is recognized in profit or loss for the period in which it is
incurred.
Expenditure during the development phase that meets all of the following conditions at the same
time is recognized as intangible asset. Expenditure during development phase that does not meet
the following conditions is recognized in profit or loss for the period.
(1) it is technically feasible to complete the intangible asset so that it will be available for use
or sale.
(2) the Group has the intention to complete the intangible asset and use or sell it.
(3) the Group can demonstrate the ways in which the intangible asset will generate economic
benefits, including the evidence of the existence of a market for the output of the
intangible asset or the intangible asset itself or, if it is to be used internally, the usefulness
of the intangible asset.
- 53 -
CHINA MERCHANTS PORT GROUP CO., LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
(Unless otherwise specified, the monetary unit shall be RMB.)
(IV) SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING ESTIMATES - continued
21. Intangible assets - continued
21.2 Research and development expenditure - continued
(4) the availability of adequate technical, financial and other resources to complete the
development and the ability to use or sell the intangible asset.
(5) the expenditure attributable to the intangible asset during its development phase can be
reliably measured.
If the expenditures cannot be distinguished between the research phase and development phase,
the Group recognizes all of them in profit or loss for the year. The costs of intangible assets
generated by the internal research only include the total expenditure incurred for the period from
the time point of capitalization to the time point when the intangible assets are ready for intended
use. For the identical intangible asset, the expenditures recorded as expenses before they qualify
for capitalization during the development process are not adjusted.
22. Impairment of non-financial assets other than goodwill
The Group assesses at the balance sheet date whether there is any indication that long-term equity
investments, investment properties measured at cost method, fixed assets, construction in
progress, right-of-use assets, intangible assets with a finite useful life and assets related to contract
costs may be impaired. If there is any indication that such assets may be impaired, recoverable
amounts are estimated for such assets. Intangible assets with indefinite useful life and intangible
assets not yet available for use are tested for impairment annually, irrespective of whether there is
any indication that the assets may be impaired.
Recoverable amount is estimated on an individual basis. If it is not practical to estimate the
recoverable amount of an individual asset, the recoverable amount of the asset group to which the
asset belongs will be estimated. The recoverable amount of an asset is the higher of its fair value
less costs of disposal and the present value of the future cash flows expected to be derived from
the asset.
If the recoverable amount of an asset or an asset group is less than its carrying amount, the deficit
is accounted for as an impairment loss and is recognized in profit or loss.
Once the impairment loss of above-mentioned assets is recognized, it shall not be reversed in any
subsequent period.
23. Long-term prepaid expenses
Long-term prepaid expenses represent expenses incurred that should be borne and amortized over
the current and subsequent periods (together of more than one year). Long-term prepaid expenses
are amortized using the straight-line method over the expected periods in which benefits are
derived.
- 54 -
CHINA MERCHANTS PORT GROUP CO., LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
(Unless otherwise specified, the monetary unit shall be RMB.)
(IV) SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING ESTIMATES - continued
24. Contract liabilities
Contract liabilities refer to the Group's obligation to transfer goods or services to a customer for
consideration received or receivable from the customer. The contract assets and contract liabilities
under the same contract are presented on a net basis.
25. Employee benefits
Employee benefits are all forms of considerations given by the Group in exchange for services
rendered by employees or for the termination of employment. Employee benefits include short-
term benefits, post-employment benefits, termination benefits and other long-term employee
benefits.
25.1 Short-term employee benefits
Short-term benefits refer to the employee benefits that the Group is required to make full
payments within 12 months after the annual reporting period during which relevant services are
provided by the employees, except the post-employment benefits and termination benefits.
Specifically, the short-term benefits include: employee salaries, bonuses, allowances and
subsidies, employee benefits, social insurance contributions such as the medical insurance and the
work injury insurance, housing funds, trade union funds and employee education funds, short-
term paid absence, short-term profit sharing plan, non-monetary welfare and other short-term
benefits.
Short-term employee benefits payable are recognized as liabilities, with a corresponding charge to
profit or loss for the period or in the costs of relevant assets in the accounting period in which
employees provide services to the Group. Staff welfare expenses incurred by the Group are
recognized in profit or loss for the period or the costs of relevant assets based on the actually
occurred amounts when they actually occurred. Non-monetary staff welfare expenses are
measured at fair value.
Payment made by the Group of social security contributions for employees such as premiums or
contributions on medical insurance, work injury insurance and maternity insurance, etc. and
payments of housing funds, as well as union running costs and employee education costs provided
in accordance with relevant requirements, are calculated according to prescribed bases and
percentages in determining the amount of employee benefits and recognized as relevant liabilities,
with a corresponding charge to profit or loss for the period or the costs of relevant assets in the
accounting period in which employees provide services.
- 55 -
CHINA MERCHANTS PORT GROUP CO., LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
(Unless otherwise specified, the monetary unit shall be RMB.)
(IV) SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING ESTIMATES - continued
25. Employee benefits - continued
25.2 Post-employment benefits
Post-employment benefits refer to the rewards and benefits of various forms provided by the
Group after the employees have retired or terminated the labor relationship with the enterprise for
the services rendered by the employees, except the short-term benefits and the termination
benefits. The post-employment benefits consist of the pension insurance, the annuity, the
unemployment insurance and other post-employment benefits.
Post-employment benefit plans are classified by the Group into defined contribution plans and
defined benefit plans. The post-employment benefit plan refers to the agreements the Group
entered into with the employees on the post-employment benefits or the regulations or measures
established by the Group for provisions of the post-employee benefits, among which the defined
contribution plans refer to the post-employment benefit plan under which the Group shall no
longer undertake any obligations of payments after paying fixed expenses to independent funds;
the defined benefit plans refer to the post-employment benefit plans other than the defined
contribution plans. During the accounting period in which employees render services to the
Group, the amounts payable calculated based on the defined contribution plans are recognized as
liabilities and included in profit or loss for the period or costs of related assets.
For defined benefit plans, the Group attributes the welfare obligations arising from the defined
benefit plans to the period in which employees provide services to the Group according to the
formula determined based on the projected cumulative benefit unit method, and includes them in
profit or loss for the period or costs of related assets. Defined benefit costs are categorized as
follows:
Service cost (including current service cost, past service cost, as well as gains and losses on
settlements);
Net interest of net liabilities or assets of defined benefit plans (including interest income of
planned assets, interest expenses of defined benefit plan liabilities and effect of asset
ceiling); and
Changes arising from remeasurement of net liabilities or net assets of defined benefit plans.
Service costs and net interest of net liabilities and net assets of defined benefit plans are
recognized in profit or loss for the period or costs of related assets. Remeasurement of the net
defined benefit liabilities (assets) (including actuarial gains and losses, the return on planned
assets, excluding amounts included in net interest on net defined benefit liabilities (assets), and
any changes in the effect of the asset ceiling, excluding amounts included in net interest on net
defined benefit liabilities (assets)) are recognized in other comprehensive income.
The deficit or surplus resulting from the present value of the defined benefit plan obligations less
the fair value of the defined benefit plan assets is recognized as a net defined benefit plan liability
or net asset.
- 56 -
CHINA MERCHANTS PORT GROUP CO., LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
(Unless otherwise specified, the monetary unit shall be RMB.)
(IV) SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING ESTIMATES - continued
25. Employee benefits - continued
25.3 Termination benefits
Termination benefits refer to the compensations the Group pay to the employees for terminating
the employment relationship with employees before the expiry of the employment contracts or
encouraging employees to accept voluntary redundancy. When the Group provides termination
benefits to employees, employee benefit liabilities are recognized for termination benefits, with a
corresponding charge to profit or loss for the period at the earlier of: (1) when the Group cannot
unilaterally withdraw the offer of termination benefits because of the termination plan or a
curtailment proposal; and (2) when the Group recognizes costs or expenses related to restructuring
that involves the payment of termination benefits.
25.4 Other long-term employee benefits
Other long-term employee benefits refer to all employee benefits except for short-term benefits,
post-employment benefits, and termination benefits.
Other long-term employee benefits that qualify as defined contribution plans are treated in
accordance with the relevant provisions of the defined contribution plans mentioned above, except
that the net liability or net asset for other long-term employee benefits is recognized and measured
in accordance with the relevant provisions of the defined benefit plans. At the end of the reporting
period, employee compensation costs arising from other long-term employee benefits are
recognized as three components: service cost, net interest on net liability or net asset for other
long-term employee benefits, and changes resulting from the remeasurement of the net liability or
net asset for other long-term employee benefits. The total net amount of these items is included in
profit or loss for the period or in the costs of related assets.
The Group provides internal retirement benefits to employees accepting the internal retirement
arrangements. Internal retirement benefits refer to the payments of salaries and social security
contributions for employees who reach the retirement age regulated by the country and are
approved to quit the job voluntarily. For internal retirement benefits, the internal retirement
benefits the Group is expected to pay during the period from the date when employees stop
providing services to the date of normal retirement are recognized as liabilities at the present
value and included in profit or loss for the period when relevant recognition requirements of the
internal retirement benefits are met.
26. Provisions
Provisions are recognized when the Group has a present obligation related to a contingency, it is
probable that an outflow of economic benefits will be required to settle the obligation, and the
amount of the obligation can be measured reliably.
- 57 -
CHINA MERCHANTS PORT GROUP CO., LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
(Unless otherwise specified, the monetary unit shall be RMB.)
(IV) SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING ESTIMATES - continued
26. Provisions - continued
The amount recognized as a provision is the best estimate of the consideration required to settle
the present obligation at the balance sheet date, taking into account factors pertaining to a
contingency such as the risks, uncertainties and time value of money. Where the effect of the time
value of money is material, the amount of the provision is determined by discounting the related
future cash outflows.
Where all or some of the expenditure required to settle a provision is expected to be reimbursed
by a third party, the reimbursement is recognized as a separate asset only when it is virtually
certain that reimbursement will be received, and the amount of reimbursement recognized does
not exceed the carrying amount of the provision.
27. Revenue recognition
The Group's revenue is mainly from the following business types:
(1) Port service;
(2) Bonded logistics service;
(3) Other business such as property development and investment.
The Group recognizes revenue based on the transaction price allocated to the performance
obligation when the Group satisfies a performance obligation in the contract, namely, when the
customer obtains control over relevant goods or services. A performance obligation is a
commitment that the Group transfers a distinct goods or service to a customer in the contract. The
transaction price is the amount of consideration to which the Group expects to be entitled in
exchange for transferring promised goods or services to a customer, excluding amounts collected
on behalf of third parties and amounts expected to be refunded to a customer.
It is a performance obligation satisfied during a period of time and the Group recognizes revenue
during a period of time according to the progress of performance if one of the following
conditions is met: (i) the customer obtains and consumes economic benefits at the same time of
the Group's performance; (ii) the customer is able to control goods or services in progress during
the Group's performance; (iii) goods or services generated during the Group's performance have
irreplaceable utilization, and the Group is entitled to collect amounts of cumulative performance
part which have been done up to now. Otherwise, revenue is recognized at a point in time when
the customer obtains control over the relevant goods or services.
The Group adopts output method, i.e. the value of goods or services transferred to customers to
determine the appropriate progress of performance. Where the progress cannot be determined
reasonably, the revenue is recognized based on the amount of cost that is expected to be
compensated based on the cost already incurred, until the progress of performance is reasonably
determined.
- 58 -
CHINA MERCHANTS PORT GROUP CO., LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
(Unless otherwise specified, the monetary unit shall be RMB.)
(IV) SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING ESTIMATES - continued
27. Revenue recognition - continued
Contract assets refer to the Group's right to consideration in exchange for goods or services that
the Group has transferred to a customer when that right is conditioned on something other than
the passage of time. For the details of accounting policies on impairment of contract assets, please
see Note (IV) 10. The Group's unconditional (i.e., depending on the passage of time only) right to
receive consideration from the customer is separately presented as receivables.
Contract liabilities refer to the Group's obligation to transfer goods or services to a customer for
consideration received or receivable from the customer.
Contract assets and contract liabilities under the same contract will be presented on a net basis.
If there are two or more of performance obligations included in the contract, at the inception of
the contract, the Group allocates the transaction price to each single performance obligation based
on the proportion of stand-alone selling price of goods or services promised in each stand-alone
performance obligation. However, if there is conclusive evidence indicating that the contract
discount or variable consideration is only relative with one or more (not the whole) performance
obligations in the contract, the Group will allocate the contract discount or variable consideration
to relative one or more performance obligations. Stand-alone selling price refers to the price of a
single sale of goods or services. If the stand-alone selling price cannot be observed directly, the
Group estimates the stand-alone selling price through comprehensive consideration of all relative
information that can be reasonably acquired and maximum use of observable inputs.
In case of the existence of variable consideration (such as sales discount) in the contract, the
Group shall determine the best estimate of variable consideration based on the expected value or
the most probably occurred amount. The transaction price including variable consideration shall
not exceed the amount of the cumulatively recognized revenue which is unlikely to be
significantly reversed when relevant uncertainty is eliminated. At each balance sheet date, the
Group re-estimates the amount of variable consideration which should be included in transaction
price.
If the customer pays non-cash consideration, the Group determines the transaction price based on
the fair value of the non-cash consideration. If the fair value of non-cash consideration cannot be
reasonably estimated, the Group shall determine the transaction price indirectly by reference to
the stand-alone selling price of the goods or services promised to transfer to the customer.
In case of the existence of a significant financing component in the contract, the Group shall
determine the transaction price on the assumption that the customer has paid the amount payable
by cash when obtaining the control over the goods or services. Differences between transaction
price and contract consideration are amortized using effective interest method during the contract
life. At the inception of the contract, if the period between when the Group transfers a promised
goods or service to a customer and when the customer pays for that goods or service will be one
year or less, the Group would not consider the significant component in the contract.
- 59 -
CHINA MERCHANTS PORT GROUP CO., LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
(Unless otherwise specified, the monetary unit shall be RMB.)
(IV) SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING ESTIMATES - continued
27. Revenue recognition - continued
The Group assesses whether it controls each specified goods or service before that goods or
service is transferred to the customer to determine whether the Group is a principal or an agent. If
the Group controls the specified good or service before that good or service is transferred to a
customer, the Group is a principal and recognizes revenue in the gross amount of consideration
received or receivable. Otherwise, the Group is an agent and recognizes revenue in the amount of
any fee or commission to which it expects to be entitled. The fee or commission is the net amount
of consideration that the Group retains after paying the other party the consideration received in
exchange for the goods or services to be provided by that party, or is determined in accordance
with the established commission amount or percentage, etc.
Where the Group receives receipts in advance from a customer for sales of goods or rendering of
services, the amount is first recognized as a liability and then transferred to revenue when the
related performance obligation has been satisfied. When the Group's receipts in advance are not
required to be refunded and it is probable that the customer will waive all or part of its contractual
rights, the Group recognizes the said amounts as revenue on a pro-rata basis in accordance with
the pattern of exercise of the customer's contractual rights, if the Group expects to be entitled to
the amounts relating to the contractual rights waived by the customer; otherwise, the Group
reverses the related balance of the said liabilities to revenue only when it is highly unlikely that
the customer will require performance of the remaining performance obligations.
28. Contract costs
28.1 Costs of obtaining a contract
For the incremental cost of obtaining the contract (cost that will not occur if the contract is not
obtained) that is expected to be recoverable, it is recognized as an asset. If the amortization period
of such asset is less than one year, it is recognized in profit or loss for the period when incurred.
Other expenses incurred for obtaining the contract is included in profit or loss for the period when
incurred, except for those explicitly assumed by the customer.
28.2 Costs to fulfil a contract
If the costs incurred in fulfilling a contract are not within the scope of any standards other than
Revenue Standards, the Group recognizes an asset only if those costs meet all of the following
criteria: (1) the costs relate directly to a contract or to an anticipated contract that the Group can
specifically identify; (2) the costs enhance resources of the Group that will be used in satisfying
performance obligations in the future; and (3) the costs are expected to be recovered. The asset
mentioned above shall be amortized on a basis that is consistent with the revenue recognition of
the goods or services to which the asset relates and recognized in profit or loss for the period.
- 60 -
CHINA MERCHANTS PORT GROUP CO., LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
(Unless otherwise specified, the monetary unit shall be RMB.)
(IV) SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING ESTIMATES - continued
28. Contract costs - continued
28.3 Losses of assets related to contract costs
In determining the impairment losses of assets related to contract costs, the Group first determines
the impairment losses of other assets related to contracts recognized in accordance with other
ASBE; then, for assets related to contract costs, if the carrying amount of the assets is higher than
the difference between: (1) the remaining consideration that the Group expects to obtain for the
transfer of the goods or services related to the assets; and (2) the estimated costs to be incurred for
the transfer of the related goods or services, any excess is provided for impairment and recognized
as impairment loss of assets.
After the provision for impairment of assets related to contract costs is made, if the factors of
impairment in previous periods change so that the difference between the above two is higher than
the carrying amount of the assets, the original provision for impairment of the assets is reversed
and recognized in profit or loss for the period, provided that the carrying amount of the assets
after the reversal does not exceed the carrying amount of the assets at the date of reversal
assuming no provision for impairment was made.
29. Government grants
Government grants are transfer of monetary assets or non-monetary assets from the government to
the Group at no consideration. A government grant is recognized only when the Group can
comply with the conditions attached to the grant and the Group will receive the grant.
If a government grant is in the form of a transfer of a monetary asset, it is measured at the amount
received or receivable. If a government grant is in the form of a non-monetary asset, it is
measured at fair value. If the fair value cannot be reliably determined, it is measured at a nominal
amount. A government grant measured at a nominal amount is recognized immediately in profit
or loss for the period.
A government grant related to an asset is recognized as deferred income, and evenly amortized to
profit or loss over the useful life of the related asset. A government grant measured at a nominal
amount is recognized immediately in profit or loss in the current period. Where the relevant asset
is sold, transferred, retired or damaged prior to the end of its useful life, the related undistributed
deferred income is transferred to profit or loss of the disposal period.
- 61 -
CHINA MERCHANTS PORT GROUP CO., LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
(Unless otherwise specified, the monetary unit shall be RMB.)
(IV) SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING ESTIMATES - continued
29. Government grants - continued
For a government grant related to income, if the grant is a compensation for related expenses or
losses to be incurred in subsequent periods, the grant is recognized as deferred income and
recognized in profit or loss for the period in which the related costs or losses are recognized; If the
grant is a compensation for related expenses or losses already incurred, the grant is recognized
immediately in profit or loss.
For government grants both related to asset and income, different parts are distinguished for
accounting treatment; if it is difficult to distinguish, they should be classified as government
grants related to income as a whole.
A government grant related to the Group's daily activities is recognized in other income based on
the nature of economic activities; a government grant not related to the Group's daily activities is
recognized in non-operating income.
30. Income tax
The income tax expenses include current income tax and deferred income tax.
30.1 Current income tax
At the balance sheet date, current income tax liabilities (or assets) for the current and prior periods
are measured at the amount expected to be paid (or recovered) according to the requirements of
tax laws.
30.2 Deferred tax assets and deferred tax liabilities
For temporary differences between the carrying amounts of certain assets or liabilities and their
tax base, or between the nil carrying amount of those items that are not recognized as assets or
liabilities and their tax base that can be determined according to tax laws, deferred tax assets and
liabilities are recognized using the balance sheet liability method.
Deferred tax liabilities are generally recognized for all taxable temporary differences. Deferred
tax assets for deductible temporary differences are recognized to the extent that it is probable that
taxable profits will be available against which the deductible temporary differences can be
utilized. However, for temporary differences associated with the initial recognition of goodwill
and the initial recognition of an asset or liability arising from a transaction, which is not a
business combination that affects neither the accounting profit nor taxable profits (or deductible
losses) at the time of transaction, no deferred tax asset or liability is recognized.
For deductible losses and tax credits that can be carried forward, deferred tax assets are
recognized to the extent that it is probable that future taxable profits will be available against
which the deductible losses and tax credits can be utilized.
- 62 -
CHINA MERCHANTS PORT GROUP CO., LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
(Unless otherwise specified, the monetary unit shall be RMB.)
(IV) SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING ESTIMATES - continued
30. Deferred tax assets/ deferred tax liabilities - continued
30.2 Deferred tax assets and deferred tax liabilities - continued
Deferred tax liabilities are recognized for taxable temporary differences associated with
investments in subsidiaries, associates and joint ventures, except where the Group is able to
control the timing of the reversal of the temporary differences and it is probable that the
temporary differences will not be reversed in the foreseeable future. Deferred tax assets arising
from deductible temporary differences associated with investments in subsidiaries, associates and
joint ventures are recognized to the extent that it is probable that future taxable profits will be
available against which the deductible temporary differences can be utilized and they are expected
to be reversed in the foreseeable future.
At the balance sheet date, deferred tax assets and liabilities are measured at the tax rates
applicable in the period in which the asset is realized or the liability is settled according to tax
laws.
Current and deferred tax expenses or income are recognized in profit or loss for the period, except
when they arise from transactions or events that are directly recognized in other comprehensive
income or shareholders' equity, in which case they are recognized in other comprehensive income
or shareholders' equity, and when they arise from business combinations, in which case they
adjust the carrying amount of goodwill.
At the balance sheet date, the carrying amount of deferred tax assets is reviewed and reduced if it
is no longer probable that sufficient taxable profits will be available in the future to allow the
benefit of deferred tax assets to be utilized. Any such reduction in amount is reversed when it
becomes probable that sufficient taxable profits will be available.
30.3 Income tax offsetting
When the Group has a legal right to settle on a net basis and intends either to settle on a net basis
or to realize the assets and settle the liabilities simultaneously, current tax assets and current tax
liabilities are offset and presented on a net basis.
When the Group has a legal right to settle current tax assets and liabilities on a net basis, and
deferred tax assets and deferred tax liabilities relate to income taxes levied by the same taxation
authority on either the same taxable entity or different taxable entities which intend either to settle
current tax assets and liabilities on a net basis or to realize the assets and liabilities
simultaneously, in each future period in which significant amounts of deferred tax assets or
liabilities are expected to be reversed, deferred tax assets and deferred tax liabilities are offset and
presented on a net basis.
- 63 -
CHINA MERCHANTS PORT GROUP CO., LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
(Unless otherwise specified, the monetary unit shall be RMB.)
(IV) SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING ESTIMATES - continued
31. Leases
A lease is a contract in which the lessor, for a certain period of time, gives the lessee the right to
use the assets to obtain a consideration.
For contracts entered into, the Group assesses whether the contract is, or contains, a lease at the
commencement date. Such contract will not be reassessed unless the terms and conditions of the
contract are subsequently changed.
31.1 The Group as lessee
31.1.1 Separating components of a lease
For a contract that contains one or more lease components or non-lease components, the Group
separates each individual lease and non-lease component and allocates the contract consideration
in the relative proportion of the sum of the individual price of each lease component and the
individual price of the non-lease component.
31.1.2 Right-of-use assets
Except for short-term leases and leases of low-value assets, the Group recognizes the right-of-use
assets of the leases at the commencement date. The commencement date of the lease is the date
from which the lessor provides the leased assets to make them available for use by the Group.
Right-of-use assets are initially measured at cost. The cost includes:
the amount of the initial measurement of the lease liabilities.
any lease payments made at or before the commencement date, less any lease incentives.
any initial direct costs incurred by the Group.
an estimate of costs to be incurred by the Group in dismantling and removing the underlying
asset, restoring the site on which it is located or restoring the underlying asset to the
condition required by the terms and conditions of the lease.
Right-of-use assets are depreciated by the Group in accordance with the ASBE No.4 Fixed
Assets. If the Group is reasonably certain, that the lease will transfer ownership of the underlying
asset to the Group by the end of the lease term, the right-of-use assets are depreciated from the
commencement date to the end of the useful life of the underlying asset. Otherwise, the right-of-
use assets are depreciated from the commencement date to the earlier of the end of the useful life
of the right-of-use assets or the end of the lease term.
The Group applies ASBE No. 8 Impairment of Assets, to determine whether the right-of-use
assets are impaired and to account for any impairment loss identified.
- 64 -
CHINA MERCHANTS PORT GROUP CO., LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
(Unless otherwise specified, the monetary unit shall be RMB.)
(IV) SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING ESTIMATES - continued
31. Leases - continued
31.1 The Group as lessee - continued
31.1.3 Lease liabilities
Except for short-term leases and leases of low-value assets, the Group initially measures lease
liabilities at the present value of the outstanding lease payments at the commencement date. In
calculating the present value of the lease payments, the Group uses the implicit interest rate of the
lease as the discount rate. If it is not possible to determine the implicit interest rate of the lease,
the incremental borrowing rate shall be applied.
The lease payments comprise the following payments by the Group for the right to use the
underlying asset during the lease term:
fixed payments (including in-substance fixed payments), less any lease incentives.
variable lease payments that depend on an index or a rate.
the exercise price of a purchase option if the Group is reasonably certain to exercise that
option.
payments for terminating the lease, if the lease term reflects the Group exercising an option
to terminate the lease.
amounts expected to be payable by the Group under residual value guarantees.
Variable lease payments that depend on an index or a rate, are initially measured using the index
or rate as at the commencement date. Variable lease payments not included in the measurement of
the lease liabilities, are recognized in profit or loss, or in the cost of relevant assets, in the period
of those payments.
After the commencement date, interest expenses on the lease liabilities in each period during the
lease term is calculated by a constant periodic rate of interest, and included in profit or loss or
charged to cost of related assets.
After the commencement date, the Group shall remeasure the lease liabilities and make
corresponding adjustments to the related right-of-use assets in the following circumstances. If the
carrying amount of the right-of-use assets is reduced to zero and there is a further reduction in the
measurement of the lease liabilities, the Group shall recognize the difference in profit or loss:
where there is a change in the lease term, or in the assessment of an option to purchase the
underlying asset, the Group remeasures the lease liabilities, on the basis of the revised lease
term and the revised discount rate;
where there is a change in the amounts expected to be payable under a residual value
guarantee, or in future lease payments resulting from a change in an index or a rate used to
determine those payments, the Group remeasures the lease liabilities, on the basis of the
revised lease payments and the unchanged discount rate, unless the change in the lease
payments results from a change in floating interest rates, in which case a revised discount
rate is applied to calculate the present value.
- 65 -
CHINA MERCHANTS PORT GROUP CO., LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
(Unless otherwise specified, the monetary unit shall be RMB.)
(IV) SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING ESTIMATES - continued
31. Leases - continued
31.1 The Group as lessee - continued
31.1.4 Short-term leases and leases of low-value assets
The Group elects not to recognize right-of-use assets or lease liabilities for short-term leases and
leases of low-value assets, i.e. port and terminal facilities, buildings, machinery and equipment,
furniture, fixture and other equipment, motor vehicles and cargo ships and others. A short-term
lease is a lease that, at the commencement date, has a lease term of 12 months or less and does not
contain a call option. A lease of low-value assets is a lease that, the value of the underlying asset
is less than RMB50,000 when it is new. For short-term leases and leases of low-value assets, the
Group recognizes the lease payments in profit or loss, or in the cost of related assets on a straight-
line basis over each period within the lease term.
31.1.5 Lease modifications
A lease modification should be accounted for as a separate lease if both of the following apply:
the modification increases the scope of the lease by adding the right to use one or more
underlying assets.
the consideration for the lease increases by an amount commensurate with the stand-alone
price for the increase in scope and any appropriate adjustments to that stand-alone price
according to the circumstances of the particular contract.
For a lease medication that is not accounted for as a separate lease, at the effective date of the
lease modification, the Group should allocate the consideration in the modified contract,
determine the lease term of the modified lease and remeasure the lease liabilities based on the
present value of the changed lease payments and the revised discount rate.
For lease modifications that decrease the scope of the lease or shorten the term of the lease, the
Group should decrease the carrying amount of the right-of-use assets with any gain or loss
relating to the partial or full termination of the lease recognized in profit or loss. For re-
measurement of lease liabilities due to other lease modifications, a corresponding adjustment is
made to the carrying amount of the right-of-use assets.
31.2 The Group as lessor
31.2.1 Separating components of a lease
For a contract that contains lease components and non-lease components, the Group allocates the
contract consideration in accordance with the Revenue Standards on allocation of transaction
prices, based on the respective individual prices of the lease components and the non-lease
components.
- 66 -
CHINA MERCHANTS PORT GROUP CO., LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
(Unless otherwise specified, the monetary unit shall be RMB.)
(IV) SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING ESTIMATES - continued
31. Leases - continued
31.2 The Group as lessor - continued
31.2.2 Classification of leases
Leases are classified as finance leases whenever the terms of the lease transfer substantially all the
risks and rewards of ownership. All other leases are classified as operating leases.
31.2.2.1 The Group as lessor under operating leases
The Group recognizes lease receipts from operating leases as rental income using a straight-line
method over the respective periods of the lease term. The Group's initial direct costs incurred in
connection with operating leases are capitalized when the costs incurred, and are allocated to
profit or loss for the period over the lease term on the same basis as the recognition of rental
income.
Variable lease receipts acquired by the Group in connection with operating leases that are not
included in the lease receipts are recognized in profit or loss for the period when they are actually
incurred.
31.2.2.2 The Group as lessor under finance leases
At the commencement date, the Group recognizes a finance lease receivable at the amount equal
to the net lease investment with assets under finance lease derecognized. The net lease investment
is the sum of any unguaranteed residual value and the present value of the lease receipts over the
lease term discounted at the interest rate implicit in lease.
The lease receivable comprises the following payments collected by the Group from the lessee for
the transfer of the right to use the underlying assets during the lease term:
fixed payments (including in-substance fixed payments) paid by the lessee, less any lease
incentives.
variable lease payments that depend on an index or a rate.
the exercise price of a purchase option, provided that it is reasonably determined that the
lessee will exercise the option.
payments for terminating the lease, provided that the lease term reflects that the lessee will
exercise the option to terminate the lease;
residual value of guarantee provided to the Group by the lessee, a party related to the lessee
and an independent third party with the financial ability to fulfil the guarantee obligations.
Variable lease receipts not included in the net lease investment are recognized in profit or loss
when they are actually incurred.
Interest income for each period over the lease term is calculated and recognized by the Group at a
fixed periodic rate.
- 67 -
CHINA MERCHANTS PORT GROUP CO., LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
(Unless otherwise specified, the monetary unit shall be RMB.)
(IV) SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING ESTIMATES - continued
31. Leases - continued
31.2 The Group as lessor - continued
31.2.3 Subleases
As the lessor of a sublease, the Group accounts for the original lease contract and the sublease
contract on a separate basis. The Group classifies the subleases based on the right-of-use assets
generating from the original lease rather than the underlying assets of the original lease.
31.2.4 Lease modifications
The Group accounts for a modification to an operating lease as a new lease from the effective date
of the modification, considering any lease advances or receivables relating to the original lease as
the lease receipts for the new lease.
A lease modification should be accounted for as a separate lease if there is a modification in a
finance lease and both of the followings apply:
the modification increases the scope of the lease by adding the right to use one or more
underlying assets; and
the consideration for the lease increases by an amount commensurate with the stand-alone
price for the increase in scope with any appropriate adjustment to that stand-alone price.
For a modification to a finance lease that is not accounted for as a separate lease, the Group
accounts for the modification as follows:
If the lease would have been classified as an operating lease had the modification been
effective at the commencement date, the Group should account for the lease modification as
a new lease from the effective date of the modification, and measure the carrying amount of
the underlying assets at the amount equal to the net lease investment before the effective
date of the modification;
If the lease would have been classified as a finance lease had the modification been effective
at the commencement date, the Group should account for it in accordance with the
provisions on contract modification and renegotiation under Accounting Standards for
Business Enterprises No. 22 - Financial Instruments: Recognition and Measurement.
- 68 -
CHINA MERCHANTS PORT GROUP CO., LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
(Unless otherwise specified, the monetary unit shall be RMB.)
(IV) SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING ESTIMATES - continued
31. Leases - continued
31.3 Sale and leaseback transactions
31.3.1 The Group as the seller-lessee
The Group assesses and determines whether the transfer of an asset in a sale and leaseback
transaction constitutes a sale according to the requirements of Revenue Standards. If the transfer
of an asset does not constitute a sale, the Group continues to recognize the transferred asset and
recognizes a financial liability at an amount equal to the transfer proceeds which is accounted for
under the Accounting Standards for Business Enterprises No. 22 - Financial Instruments:
Recognition and Measurement. If the transfer of an asset constitutes a sale, the Group measures
the right-of-use assets arising from the leaseback transaction at the proportion of the original
carrying amount of the asset that relates to the use right obtained from leaseback, and recognizes
any gain or loss only on the basis of the rights transferred to the lessor.
31.3.2 The Group as the buyer-lessor
If the transfer of an asset in a sale and leaseback transaction does not constitute a sale, the Group
does not recognize the transferred asset but a financial asset at an amount equal to the transfer
proceeds, and accounts for such financial asset under the Accounting Standards for Business
Enterprises No. 22 - Financial Instruments: Recognition and Measurement. If the transfer of an
asset constitutes a sale, the Group accounts for the purchase of the asset in accordance with other
applicable Accounting Standards for Business Enterprises and accounts for the lease of the asset.
32. Exchange of non-monetary assets
When the non-monetary assets are of commercial substance and the fair value of assets received
or the assets given up can be measured reliably, the non-monetary transactions are measured at
fair value. For the asset received, the fair value of the asset given up and related taxes payable are
recognized as the cost at initial recognition; For the asset given up, at derecognition, the
difference between the fair value and the carrying amount is recognized in profit or loss for the
current period. When there is clear evidence indicating that the fair value of the received asset is
more reliable, for the asset received, the fair value of the asset received and related taxes payable
are recognized as the cost at initial recognition; For the asset given up, at derecognition, the
difference between the fair value of the asset received and the carrying amount of the asset given
up is recognized in profit or loss for the current period.
When the non-monetary transactions fail to meet criteria to be measured at fair value, the
transactions are measured at carrying amounts. For the asset received, the carrying amount of the
asset given up and relevant taxes payable are recognized as the cost of at initial recognition. For
the asset given up, at derecognition, no profit or loss is recognized.
- 69 -
CHINA MERCHANTS PORT GROUP CO., LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
(Unless otherwise specified, the monetary unit shall be RMB.)
(IV) SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING ESTIMATES - continued
33. Discontinued operation
A discontinued operation is a component of the Group that can be clearly distinguished and satisfies
one of the following conditions, and such component has been disposed of or is classified as held-
for-sale:
(1) Such component represents a separate major line of business or geographical area of operations.
(2) Such component is part of the separate major line of business or geographical area of operations
to be disposed of based on the associated plan.
(3) Such component is a subsidiary acquired exclusively for the purpose of resale.
Gains or losses from discontinued operations are presented separately from those from continuing
operations in the income statement. Operating gains or losses such as impairment losses from
discontinued operations and the amount of reversals, and the gains or losses from disposals are
presented as discontinued operations. For discontinued operations presented in the current period,
the Group restates the information previously presented as gains or losses from continuing
operations in the current financial statements as discontinued operations in the comparable
accounting period.
34. Safety production cost
According to the Administrative Measures for the Collection and Utilization of Enterprise Work
Safety Funds (Cai Zi [2022] No. 136) jointly issued by the Ministry of Finance and the
Emergency Department on 13 December 2022, safety production cost set aside by the Group is
directly included in the cost of relevant products or recognized in profit or loss for the period, and
transferred to special reserve simultaneously. When safety production cost set aside is utilized, if
the costs incurred can be categorized as expenditure, the costs incurred should be charged against
the special reserve. If the costs set aside are used to build up fixed assets, the costs should be
charged to construction in progress, and reclassified to fixed assets when the safety projects are
ready for intended use. Meantime, expenditures in building up fixed assets are directly charged
against the special reserve with the accumulated depreciation recognized at the same amount.
Depreciation will not be made in the future period on such fixed assets.
35. Share-based payments
A share-based payment is a transaction which the Group grants equity instruments, in return for
services rendered by employees or other parties. The Group's share-based payments include
equity-settled share-based payments.
Equity-settled share-based payments in exchange for services rendered by employees are
measured at fair value of the equity instruments granted to employees at the grant date. Such
amount is recognized as related costs or expenses on a straight-line basis over the vesting period,
based on the best estimate of the number of equity instruments expected to vest/ as related costs or
expenses at the grant date, if the equity instruments could be vested immediately, with a
corresponding increase in capital reserve.
- 70 -
CHINA MERCHANTS PORT GROUP CO., LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
(Unless otherwise specified, the monetary unit shall be RMB.)
(V) CRITICAL JUDGMENTS IN APPLYING ACCOUNTING POLICIES AND KEY
ASSUMPTIONS AND UNCERTAINTIES IN ACCOUNTING ESTIMATES
In the application of accounting policies and accounting estimates as set out in Note (IV), the
Group is required to make judgments, estimates and assumptions about the carrying amounts of
items in the financial statements that cannot be measured accurately, due to the internal
uncertainty of the operating activities. These judgments, estimates and assumptions are based on
historical experience of the Group's management as well as other factors that are considered to be
relevant. Actual results may differ from these estimates.
The Group regularly reviews the judgments, estimates and assumptions on a going concern basis.
Changes in accounting estimates which only affect the current period should be recognized in the
current period; changes which not only affect the current but the future periods should be
recognized in the current and future periods. At the balance sheet date, key assumptions and
uncertainties in critical judgments and accounting estimates that are likely to lead to significant
adjustments to the carrying amounts of assets and liabilities in the future are as follows:
Goodwill impairment
For the purpose of impairment testing, the present value of the expected future cash flows of the
assets group or portfolio including goodwill shall be calculated, and such expected future cash
flows shall be estimated. Meantime, a pre-tax rate shall be determined that should reflect the time
value of money on the current market and the specific interest risks.
Recognition of deferred income tax
The Group calculates and makes provision for deferred tax liabilities according to the profit
distribution plans of subsidiaries, associates and joint ventures and relevant provisions of tax law.
For retained earnings of the investee which are not expected to be distributed, since the profits
will be used for the daily operation and future development of the investee, no deferred tax
liabilities are recognized. If the profits to be actually distributed in future years are more or less
than those expected, corresponding deferred tax liabilities will be recognized or reversed in profit
or loss for the period at the earlier of the date on which the profit distribution plan is changed and
the date on which the profit distribution is declared.
Deferred tax assets are recognized based on the deductible temporary differences and the
corresponding tax rate, to the extent that it is probable that future taxable profits will be available
against which the deductible temporary differences can be utilized. If the actual taxable income in
future years are more or less than that expected, corresponding deferred tax assets will be
recognized or reversed in profit or loss for the period in which they are actually incurred.
- 71 -
CHINA MERCHANTS PORT GROUP CO., LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
(Unless otherwise specified, the monetary unit shall be RMB.)
(V) CRITICAL JUDGMENTS IN APPLYING ACCOUNTING POLICIES AND KEY
ASSUMPTIONS AND UNCERTAINTIES IN ACCOUNTING ESTIMATES - continued
Estimated useful lives and residual value of fixed assets and intangible assets
The Group assesses the estimated useful lives and residual value of fixed assets and intangible
assets. Such estimate is made by reference to the historical experience of actual useful lives and
residual value of fixed assets and intangible assets of similar nature and function, and is subject to
significant changes due to technical innovation and fierce industry competition. Where the
estimated useful lives and residual value of fixed assets and intangible assets are less than the
previous estimates, the Group will increase the depreciation and amortization, or write off or
eliminate the technically obsolete fixed assets or intangible assets.
(VI) CHANGES IN SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING
ESTIMATES
1. Changes in significant accounting policies
1.1 Interpretation No. 15 of the Accounting Standards for Business Enterprises
The Interpretation No. 15 of the Accounting Standards for Business Enterprises was issued by the
Ministry of Finance on 30 December 2021, which stipulated the accounting treatment of external
sale of products or by-products produced by an enterprise before the fixed assets are ready for
intended use or in the process of research and development, as well as the judgment on onerous
contract.
Accounting treatment of external sale of products or by-products produced by an enterprise before
the fixed assets are ready for intended use or in the process of research and development
In accordance with the Interpretation No. 15, if an enterprise sells products or by-products
produced before the fixed assets are ready for intended use or in the process of research and
development, it shall, in accordance with the provisions of Revenue Standards and Accounting
Standards for Business Enterprises No. 1 - Inventories, respectively conduct accounting treatment
of income and costs related to the trial sale, and include them in profit or loss for the period, but
the balance of the related income from trial sale less cost shall not be used to offset against the
cost of fixed assets or research and development expenses. Concurrently, an enterprise shall
separately disclose in the notes the information including the amount of related income from and
cost of trial sale, the specific presenting items, and the significant accounting estimates applied in
determining the cost of trial sale. The Interpretation became effective from 1 January 2022, and
retroactive adjustments should be made for trial sale that occurred between the beginning of the
earliest presentation period of the financial statements and 1 January 2022.
Upon assessment, the Group considers that the adoption of this Interpretation has no significant
impact on the financial statements of the Group.
- 72 -
CHINA MERCHANTS PORT GROUP CO., LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
(Unless otherwise specified, the monetary unit shall be RMB.)
(VI) CHANGES IN SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING
ESTIMATES - continued
1. Changes in significant accounting policies - continued
1.1 Interpretation No. 15 of the Accounting Standards for Business Enterprises - continued
Judgment on onerous contracts
The Interpretation No. 15 clarifies that the "cost to perform the contract" considered by an
enterprise in determining whether a contract is an onerous contract shall include the incremental
cost to perform the contract and the apportioned amount of other costs directly related to the
performance of the contract. The Interpretation became effective from 1 January 2022, and an
enterprise shall implement this Interpretation on contracts to which the obligations have not been
completely fulfilled by 1 January 2022. The accumulative effect is adjusted for the opening
balance of retained earnings for the year when the Interpretation is implemented and other related
items to the financial statements, but not adjusted for the comparative data of prior periods.
Upon assessment, the Group considers that the adoption of this Interpretation has no significant
impact on the financial statements of the Group.
1.2 Interpretation No. 16 of the Accounting Standards for Business Enterprises
The Interpretation No. 16 of the Accounting Standards for Business Enterprises (the
"Interpretation No. 16") was issued by the Ministry of Finance on 30 November 2022, which
stipulated the accounting treatment concerning the income tax effect of dividends on a financial
instrument classified as an equity instrument by the issuer, and the change in cash-settled share-
based payment to equity-settled share-based payment by an enterprise.
Accounting treatment concerning the income tax effect of dividends on a financial instrument
classified as an equity instrument by the issuer
In accordance with the Interpretation No. 16, for a financial instrument classified as an equity
instrument by an enterprise in accordance with the Accounting Standards for Business Enterprises
No. 37 - Presentation of Financial Instruments and other applicable provisions, if the relevant
dividend payments are deductible before enterprise income tax in accordance with the relevant tax
provisions, the enterprise, on recognition of dividends payable, shall include the tax effect of
dividends in profit or loss or owners' equity using the same accounting treatment for previous
transactions or events that generated distributable profits. The Interpretation became effective
from 30 November 2022. Where the recognition of dividends payable by a financial instrument
classified as an equity instrument occurs during the period from 1 January 2022 to the effective
date of the Interpretation, the enterprise shall adjust the tax effect if such effect exists but is not
treated according to the provisions hereinabove. Where the said recognition occurs before 1
January 2022 but the relevant financial instrument has not been derecognized as at 1 January
2022, the enterprise shall adjust the tax effect retrospectively if such effect exists but is not treated
according to the provisions hereinabove.
- 73 -
CHINA MERCHANTS PORT GROUP CO., LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
(Unless otherwise specified, the monetary unit shall be RMB.)
(VI) CHANGES IN SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING
ESTIMATES - continued
1. Changes in significant accounting policies - continued
1.2 Interpretation No. 16 of the Accounting Standards for Business Enterprises - continued
Accounting treatment concerning the income tax effect of dividends on a financial instrument
classified as an equity instrument by the issuer - continued
The Group considers that the adoption of this Interpretation has no significant impact on the
financial statements of the Group.
Accounting treatment concerning the change in cash-settled share-based payment to equity-settled
share-based payment by an enterprise
In accordance with the Interpretation No. 16, where an enterprise changes the terms and
conditions of a cash-settled share-based payment agreement to those of an equity-settled share-
based payment agreement, the enterprise shall, on the date of change, measure the equity-settled
share-based payment at fair value of the equity instrument on which it is granted, include the
services received in capital reserve, and at the same time, derecognize the liability that has been
recognized for cash-settled share-based payment on the date of change, with the resulted
difference included in profit or loss for the period. The Interpretation became effective from 30
November 2022. For the aforesaid transactions that are added during the period from 1 January
2022 to the effective date of the Interpretation, the enterprise shall make adjustments in
accordance with the provisions of the Interpretation. If any transaction occurred before 1 January
2022 is not treated in accordance with the aforesaid provisions, the accumulative effect shall
adjusted for the retained earnings at 1 January 2022 and other related items to the financial
statements, but not adjusted for the comparative data of prior periods.
The Group considers that the adoption of this Interpretation has no significant impact on the
financial statements of the Group.
- 74 -
CHINA MERCHANTS PORT GROUP CO., LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
(Unless otherwise specified, the monetary unit shall be RMB.)
(VII) TAXES
1. Major taxes and tax rates
Taxes Tax basis Tax rate
Taxable income 8.25%-34% (Note 1)
Enterprise income tax
Dividend income tax 5%,10% (Note 2)
Income from sale of goods 9%,13%
Income from transportation, loading and
Value-added tax unloading business and part of modern 6%
("VAT") (Note 3) service industries
Income from sale of real estate, property
3%, 5%, 9%
management, lease of real estate, etc.
Social contribution tax (Note 4) Income 0.65%-7.6%
Deed tax Land use right and property transfer amount 3%-5%
Property tax 70% of cost of property or rental income 1.2% or 12%
City maintenance and
VAT paid 1%-7%
construction tax
Education surtax VAT paid 3%
Land use tax Land area actually occupied RMB 0.8-12 per square meter
Note 1: The Group's enterprise income tax is calculated based on the current tax rate stipulated by
local tax laws. Among them, the Company is subject to an enterprise income tax rate of
25%, the subsidiaries set up in Hong Kong are subject to an enterprise income tax rate of
8.25% and 16.5%, the majority of subsidiaries set up in China are subject to an enterprise
income tax rate of 25% and certain others are subject to the preferential tax rate for small
and micro enterprises of 20%, certain domestic subsidiaries are subject to the preferential
tax rate for high-tech enterprises or encouraged industrial enterprises in the region of 15%,
and the other overseas subsidiaries are subject to enterprise income tax rates between 27%
and 34%.
The Company obtains dividends distributed by overseas subsidiaries and should pay
enterprise income tax at a rate of 25% in accordance with relevant Chinese tax laws. The
Company obtains taxable income outside of China, and the amount of income tax that has
been paid abroad can be offset with the current taxable amount. The credit limit is the
taxable amount calculated in accordance with the provisions of the Enterprise Income Tax
Law.
Note 2: Foreign investors who receive dividends of profits from Chinese subsidiaries in 2008 and
thereafter generally shall pay withholding income tax at a rate of 10% in accordance with
the relevant provisions on the PRC enterprise income tax. For companies incorporated in
certain regions (including Hong Kong and Singapore), if the companies are actual owners
holding more than 25% interest in the subsidiaries in China, they will enjoy a preferential
tax rate of 5%.
Note 3: The VAT amount is the balance of the output tax less the deductible input tax, and the
output tax is calculated in accordance with the sales income and the corresponding tax rate
stipulated in the relevant tax laws of China.
- 75 -
CHINA MERCHANTS PORT GROUP CO., LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
(Unless otherwise specified, the monetary unit shall be RMB.)
(VII) TAXES - continued
1. Major taxes and tax rates - continued
Note 4: The social contribution tax is the tax paid by TCP Participaes S.A. (hereinafter referred
to as "TCP"), an overseas subsidiary of the Group, to the local government.
2. Tax preference
Some subsidiaries of the Group in China are recognized as high-tech enterprises or encouraged
industrial enterprises in the region and are subject to an enterprise income tax rate of 15%. The
Group's subsidiaries outside of China may be subject to enterprise income tax preference in
accordance with relevant local tax policies.
From 1 January 2020 to 31 December 2022, the urban land use tax for some domestic subsidiaries
of the Group on the land for bulk commodity storage facilities is levied at the reduced rate of 50%
of the tax amount applicable to the grade of the land.
(VIII) NOTES TO ITEMS IN THE CONSOLIDATED FINANCIAL STATEMENTS
1. Cash and bank balances
Item 31/12/2022 31/12/2021
Cash 726,960.10 501,446.73
Including: RMB 2,767.60 20,504.26
USD 44,853.90 105,169.96
HKD 26,167.88 23,918.14
BRL 6,536.63 5,600.44
Others 646,634.09 346,253.93
Bank deposits (Note1) 13,061,475,159.69 12,367,010,853.19
Including: RMB 10,688,462,520.89 8,311,399,392.65
USD 1,045,085,866.19 1,481,370,545.88
EUR 745,066,787.31 708,753,319.34
BRL 379,062,088.91 273,845,734.48
HKD 141,668,372.90 1,567,048,304.98
AUD 4,708,056.85 3,805,872.65
Others 57,421,466.64 20,787,683.21
Other cash and bank balances (Note 2) 553,726,619.61 404,837,106.85
Including: RMB 340,778,819.19 404,810,610.86
HKD 212,571,712.02 26,495.99
USD 376,088.40 -
Total 13,615,928,739.40 12,772,349,406.77
Including: Total amount of funds deposited overseas 4,012,922,744.09 4,261,299,895.41
Total amount of funds deposited in Finance Company 1,841,698,554.32 2,178,303,655.54
- 76 -
CHINA MERCHANTS PORT GROUP CO., LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
(Unless otherwise specified, the monetary unit shall be RMB.)
(VIII) NOTES TO ITEMS IN THE CONSOLIDATED FINANCIAL STATEMENTS - continued
1. Cash and bank balances - continued
Note 1: The balance of interest receivable on bank deposits was RMB 16,126,969.60, and the
frozen funds of ETC card business amounted to RMB 12,000.00.
Note 2: The balance of the securities margin account totalled RMB 220,246,321.43 in other cash
and bank balances at the end of the year, the principal of the time certificate of deposit that
can be readily withdrawn on demand at the end of the year totalled RMB 301,000,000.00,
the interest of the time certificate of deposit totalled RMB 23,183,152.24, and the
restricted deposit totalled RMB 9,297,145.94.
2. Held-for-trading financial assets
Item 31/12/2022 31/12/2021
Financial assets at FVTPL 2,998,781,599.63 6,921,831,502.55
Including: Debt investment instruments - -
Equity investment instruments 135,742.11 157,196.79
Structured deposits 2,998,645,857.52 6,921,674,305.76
Total 2,998,781,599.63 6,921,831,502.55
3. Notes receivable
(1) Category of notes receivable
Category 31/12/2022 31/12/2021
Commercial acceptance 36,000,000.00 -
Bank acceptance 395,000.00 6,081,611.95
Total 36,395,000.00 6,081,611.95
Less: Provision for credit loss (Note) - -
Carrying amount 36,395,000.00 6,081,611.95
Note: The Group believes that the acceptor of its bank acceptance and commercial acceptance
has high credit ratings with no significant credit risks; therefore, no provision for credit
loss is made.
(2) As at 31 December 2022, the Group has no notes receivable pledged.
(3) As at 31 December 2022, the Group has no endorsed or discounted and not yet matured
notes receivable at the balance sheet date.
- 77 -
CHINA MERCHANTS PORT GROUP CO., LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
(Unless otherwise specified, the monetary unit shall be RMB.)
(VIII) NOTES TO ITEMS IN THE CONSOLIDATED FINANCIAL STATEMENTS - continued
3. Notes receivable - continued
(4) As at 31 December 2022, the Group has no notes reclassified to accounts receivable due to
the drawers' inability to settle the notes.
(5) The Group has no notes receivable written off in 2022.
4. Accounts receivable
(1) Aging analysis of accounts receivable
31/12/2022
Aging Accounts Provision for
Proportion (%)
receivable credit loss
Within 1 year 1,296,002,000.92 30,607,095.51 2.36
1-2 years 11,157,744.62 3,209,367.93 28.76
2-3 years 10,897,749.26 9,934,707.42 91.16
More than 3 years 52,105,462.08 50,262,096.58 96.46
Total 1,370,162,956.88 94,013,267.44
(2) Disclosure of accounts receivable by category
Expected 31/12/2022 31/12/2021
Credit
credit loss Gross carrying Provision for Carrying Gross carrying Provision for Carrying
rating
rate (%) amount credit loss amount amount credit loss amount
A 0.00-0.10 757,893,845.42 254,506.65 757,639,338.77 768,959,184.29 195,963.28 768,763,221.01
B 0.10-0.30 437,329,923.88 579,435.66 436,750,488.22 436,073,607.05 1,088,792.71 434,984,814.34
C 0.30-50.00 91,915,183.34 12,581,359.16 79,333,824.18 146,604,738.15 32,286,595.88 114,318,142.27
D 50.00-100.00 83,024,004.24 80,597,965.97 2,426,038.27 55,590,039.99 53,078,639.80 2,511,400.19
Total 1,370,162,956.88 94,013,267.44 1,276,149,689.44 1,407,227,569.48 86,649,991.67 1,320,577,577.81
(3) Changes in provision for credit loss of accounts receivable
Lifetime expected Lifetime expected
Item credit loss (not credit loss (credit- Total
credit-impaired) impaired)
At 1 January 2022 33,571,351.87 53,078,639.80 86,649,991.67
Gross carrying amount of accounts receivable
at 1 January 2022
- Transfer to credit-impaired accounts receivable -2,021,454.72 2,021,454.72 -
- Reversal of accounts receivable that are not
- - -
credit-impaired
Provision for the year 372,106.49 25,723,534.94 26,095,641.43
Reversal for the year -18,929,147.99 -1,226,541.07 -20,155,689.06
Transfer-out due to derecognition of financial
- -5,205.00 -5,205.00
assets (including direct write-down)
Other changes 422,445.82 1,006,082.58 1,428,528.40
At 31 December 2022 13,415,301.47 80,597,965.97 94,013,267.44
- 78 -
CHINA MERCHANTS PORT GROUP CO., LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
(Unless otherwise specified, the monetary unit shall be RMB.)
(VIII) NOTES TO ITEMS IN THE CONSOLIDATED FINANCIAL STATEMENTS - continued
4. Accounts receivable - continued
(4) Accounts receivable written off in the year
Arising from
Procedures related party
Item Nature Amount Reason for write-off
performed transactions or
not
Entity 1 Service fees 5,205.00 The business licence was revoked Yes No
Total 5,205.00
(5) The top five balances of accounts receivable at the end of the year classified by debtor
Proportion of the amount Closing balance of
Name of
31/12/2022 Aging to the total accounts provision for
entity
receivable (%) credit loss
Client 1 261,495,217.57 Within 1 year, 2-3 years, more than 3 years 19.08 14,595.06
Client 2 41,867,906.09 Within 1 year, 1-2 years, 2-3 years 3.06 71,348.35
Client 3 24,908,308.44 More than 3 years 1.82 24,908,308.44
Client 4 20,674,309.00 Within 1 year 1.51 -
Client 5 20,134,539.40 Within 1 year 1.47 -
Total 369,080,280.50 26.94 24,994,251.85
5. Receivables financing
(1) Classification of receivables financing
Item 31/12/2022 31/12/2021
Bank acceptance measured at fair value 163,766,913.10 238,429,402.71
(2) As at 31 December 2022, the Group has no pledged receivables financing.
(3) As at 31 December 2022, the Group's receivables financing that have been endorsed or
discounted and have not yet matured at the balance sheet date are as follows:
31/12/2022 31/12/2021
Item
Derecognized Recognized Derecognized Recognized
Bank acceptance measured
105,141,033.28 - 153,044,339.75 -
at fair value
6. Prepayments
(1) Aging analysis of prepayments
31/12/2022 31/12/2021
Gross Gross
Aging Proportion Impairment Proportion Impairment
carrying carrying
(%) provision (%) provision
amount amount
Within 1 year 61,917,391.43 97.31 - 51,121,689.93 99.06 -
1-2 years 1,589,158.49 2.50 - 351,693.15 0.68 -
2-3 years - - - 109,329.76 0.21 -
More than 3 years 120,875.50 0.19 - 24,081.36 0.05 -
Total 63,627,425.42 100.00 - 51,606,794.20 100.00 -
- 79 -
CHINA MERCHANTS PORT GROUP CO., LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
(Unless otherwise specified, the monetary unit shall be RMB.)
(VIII) NOTES TO ITEMS IN THE CONSOLIDATED FINANCIAL STATEMENTS - continued
6. Prepayments - continued
(2) As at 31 December 2022, the Group has no significant prepayments aged more than one
year.
(3) The top five balances of prepayments at the end of the year classified by entities
Proportion of the
Relationship with Reason for not being
Name of entity 31/12/2022 Aging closing balance to the
the Company settled
total prepayments (%)
Entity 1 Non-related party 19,122,938.15 Within 1 year 30.05 Unsettled advance premium
Within 1 year Unsettled prepayment for
Entity 2 Non-related party 8,485,362.69 13.34
and 1-2 years communication charges
Unsettled prepayment for
Entity 3 Non-related party 6,504,288.81 Within 1 year 10.22
dredging expenses
Unsettled prepayment for
Entity 4 Non-related party 2,538,109.18 Within 1 year 3.99
purchase of materials
Entity 5 Non-related party 2,329,721.44 Within 1 year 3.66 Unsettled advance premium
Total 38,980,420.27 61.26
7. Other receivables
7.1 Summary of other receivables
Item 31/12/2022 31/12/2021
Dividends receivable 416,040,485.62 264,626,493.85
Other receivables 532,801,608.68 431,650,102.02
Total 948,842,094.30 696,276,595.87
7.2 Dividends receivable
(1) Presentation of dividends receivable
Name of investee 31/12/2022 31/12/2021
China Nanshan Development (Group) Incorporation
240,591,000.00 185,070,000.00
("Nanshan Group")
Tin-Can Island Container Terminal Ltd 65,121,449.40 19,076,909.00
Qingdao Qianwan United Container Terminal Co., Ltd. 50,000,000.00 -
Zhanjiang Merchants Port City Investment Co., Ltd.
41,847,044.77 41,847,044.77
("Merchants Port City")
COSCO Logistics (Zhanjiang) Co., Ltd. 18,449,001.16 18,403,959.77
Others 448,447.23 493,472.09
Total 416,456,942.56 264,891,385.63
Less: Provision for credit loss 416,456.94 264,891.78
Carrying amount 416,040,485.62 264,626,493.85
- 80 -
CHINA MERCHANTS PORT GROUP CO., LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
(Unless otherwise specified, the monetary unit shall be RMB.)
(VIII) NOTES TO ITEMS IN THE CONSOLIDATED FINANCIAL STATEMENTS - continued
7. Other receivables - continued
7.2 Dividends receivable - continued
(2) Significant dividends receivable aged more than 1 year
Impaired or not and
Name of Reason for not being
31/12/2022 31/12/2021 Aging the determination
investee recovered
basis
Undergoing relevant
1-2 years, 2-3 formalities, expected to
Nanshan Group 111,042,000.00 74,028,000.00 No
years be recovered by the end
of 2023
(3) Changes in provision for credit loss of dividends receivable
Stage 1 Stage 2 Stage 3
Lifetime expected Lifetime expected
Item 12-month expected Total
credit loss (not credit loss (credit-
credit loss
credit-impaired) impaired)
At 1 January 2022 264,891.78 - - 264,891.78
Gross carrying amount of
dividends receivable at
1 January 2022
- Transfer to Stage 2 - - - -
- Transfer to Stage 3 - - - -
- Reverse to Stage 2 - - - -
- Reverse to Stage 1 - - - -
Provision for the year 151,565.16 - - 151,565.16
Reversal for the year - - - -
Transfer-out due to
derecognition of financial
- - - -
assets (including direct
write-down)
Other changes - - - -
At 31 December 2022 416,456.94 - - 416,456.94
7.3 Other receivables
(1) Aging analysis of other receivables
31/12/2022
Aging Provision for
Other receivables Proportion (%)
credit loss
Within 1 year 487,428,214.83 229,150,234.71 47.01
1-2 years 192,100,283.58 4,690,780.38 2.44
2-3 years 12,444,128.52 9,740,862.33 78.28
More than 3 years 844,098,122.57 759,687,263.40 90.00
Total 1,536,070,749.50 1,003,269,140.82 65.31
- 81 -
CHINA MERCHANTS PORT GROUP CO., LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
(Unless otherwise specified, the monetary unit shall be RMB.)
(VIII) NOTES TO ITEMS IN THE CONSOLIDATED FINANCIAL STATEMENTS - continued
7. Other receivables - continued
7.3 Other receivables - continued
(2) Disclosure of other receivables by nature
Item 31/12/2022 31/12/2021
Operation compensation (Note 1) 859,677,826.43 618,500,035.62
Advance payments 295,592,304.09 260,222,250.12
Land compensation (Note 2) 89,630,000.00 89,630,000.00
Special subsidy 31,716,257.00 24,800,000.00
Deposits 26,402,747.81 25,492,288.59
Compensation for profit or loss on transition - 6,347,258.89
Others 233,051,614.17 165,222,559.00
Total 1,536,070,749.50 1,190,214,392.22
Less: Provision for credit loss 1,003,269,140.82 758,564,290.20
Carrying amount 532,801,608.68 431,650,102.02
Note 1: This represents the operation compensation receivable by a subsidiary of the Company
from the holding company of its minority shareholder in accordance with the agreement.
In 2022, the Group recognized compensation of RMB213,574,591.16. As at 31 December
2022, the Group has fully provided for credit losses on the accumulated outstanding
compensation amounting to RMB859,677,826.43.
Note 2: On 9 October 2021, Zhanjiang Port (Group) Co., Ltd. (hereinafter referred to as
"Zhanjiang Port"), a subsidiary of the Company, entered into the Agreement on Recovery
of State-owned Land Use Rights with the local government. Pursuant to the Agreement,
Zhanjiang Port shall return the land of approximately 195.68 mu located in Zhanjiang
Comprehensive Bonded Zone on the east of Gangshu Avenue, which is amounting to
RMB 89,630,000.00. The above-mentioned land has been returned before 31 December
2021. As at 31 December 2022, the above-mentioned land compensation has not been
recovered yet.
(3) Provision for credit loss of other receivables
As part of the Group's credit risk management, the Group conducts internal credit ratings for its
customers and determines the expected loss rate for other receivables for each rating. Such
expected average loss rates are based on actual historical impairment and taking into account the
current and future economic conditions.
- 82 -
CHINA MERCHANTS PORT GROUP CO., LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
(Unless otherwise specified, the monetary unit shall be RMB.)
(VIII) NOTES TO ITEMS IN THE CONSOLIDATED FINANCIAL STATEMENTS - continued
7. Other receivables - continued
7.3 Other receivables - continued
(3) Provision for credit loss of other receivables - continued
As at 31 December 2022, the credit risk and expected credit loss of other receivables of each category of customers are presented as below:
31/12/2022 31/12/2021
Lifetime Lifetime Lifetime Lifetime
Expected credit 12-month 12-month
Credit rating expected credit expected credit expected credit expected credit
loss rate (%) expected credit Total expected credit Total
loss (not credit- loss (credit- loss (not credit- loss (credit-
loss loss
impaired) impaired) impaired) impaired)
A 0.00-0.10 532,760,873.61 - - 532,760,873.61 431,741,133.45 - - 431,741,133.45
B 0.10-0.30 - - - - - - - -
C 0.30-50.00 - - - - - - - -
D 50.00-100.00 - - 1,003,309,875.89 1,003,309,875.89 - - 758,473,258.77 758,473,258.77
Gross carrying amount 532,760,873.61 - 1,003,309,875.89 1,536,070,749.50 431,741,133.45 - 758,473,258.77 1,190,214,392.22
Provision for credit loss 24,451.35 - 1,003,244,689.47 1,003,269,140.82 106,031.43 - 758,458,258.77 758,564,290.20
Carrying amount 532,736,422.26 - 65,186.42 532,801,608.68 431,635,102.02 - 15,000.00 431,650,102.02
Including: Significant other receivables for which the provision for credit loss is assessed individually at the end of the year (credit rating of D)
Name 31/12/2022 Provision for credit loss ECL rate (%) Reason for provision
Entity 1 859,677,826.43 859,677,826.43 100.00 Expected to be unrecoverable (Note)
Entity 2 108,624,448.23 108,624,448.23 100.00 Expected to be unrecoverable
Entity 3 14,000,000.00 14,000,000.00 100.00 Expected to be unrecoverable
Total 982,302,274.66 982,302,274.66
Note: Refer to Note (VIII) 7.3(2).
- 83 -
CHINA MERCHANTS PORT GROUP CO., LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
(Unless otherwise specified, the monetary unit shall be RMB.)
(VIII) NOTES TO ITEMS IN THE CONSOLIDATED FINANCIAL STATEMENTS - continued
7. Other receivables - continued
7.3 Other receivables - continued
(4) Provision, reversal and write-off of credit loss of other receivables
Stage 1 Stage 2 Stage 3
Lifetime expected Lifetime expected
Provision for credit loss 12-month expected Total
credit loss (not credit loss (credit-
credit loss
credit-impaired) impaired)
At 1 January 2022 106,031.43 - 758,458,258.77 758,564,290.20
Balance of other receivables
at 1 January 2022
- Transfer to Stage 2 - - - -
- Transfer to Stage 3 -37,851.00 - 37,851.00 -
- Reverse to Stage 2 - - - -
- Reverse to Stage 1 826,764.77 - -826,764.77 -
Provision for the year 17,847.65 - 218,784,542.22 218,802,389.87
Reversal for the year -888,341.50 - -830,770.60 -1,719,112.10
Charge-off for the year - - - -
Write-off for the year - - -4,000.00 -4,000.00
Other changes - - 27,625,572.85 27,625,572.85
At 31 December 2022 24,451.35 - 1,003,244,689.47 1,003,269,140.82
(5) Write-off of other receivables in the year
Arising from
Procedures related party
Item Nature Amount Reason for write-off
performed transactions or
not
Entity 1 Others 4,000.00 The business licence has been revoked Yes No
Total 4,000.00
(6) The top five balances of other receivables at the end of the year classified by debtor
Closing balance
Proportion to total
Name of entity Nature 31/12/2022 Aging of provision for
other receivables (%)
credit loss
Operation Within 1 year, more
Entity 1 859,677,826.43 55.97 859,677,826.43
compensation than 3 years
Entity 2 Advance payments 123,474,649.44 Within 1 year, 1-2 years 8.04 -
Within 1 year, 1-2
Entity 3 Advance payments 108,624,448.23 years, 2-3 years, more 7.07 108,624,448.23
than 3 years
Entity 4 Land compensation 89,630,000.00 1-2 years 5.84 -
Entity 5 Advance payments 45,749,816.80 Within 1 year 2.98 -
Total 1,227,156,740.90 79.90 968,302,274.66
- 84 -
CHINA MERCHANTS PORT GROUP CO., LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
(Unless otherwise specified, the monetary unit shall be RMB.)
(VIII) NOTES TO ITEMS IN THE CONSOLIDATED FINANCIAL STATEMENTS - continued
7. Other receivables - continued
7.3 Other receivables - continued
(7) Receivables involving government grants
Time and amount
Name of entity Item 31/12/2022 Aging expected to be received
and its basis
Shantou CM Port Group Co., Ltd. Special subsidy for barge Expected to be recovered by
24,800,000.00 1-2 years
("Shantou Port") line business the end of 2023
Business development Expected to be recovered by
Shantou Port 6,916,257.00 Within 1 year
subsidy the end of 2023
Total 31,716,257.00
8. Inventories
(1) Category of inventories
31/12/2022 31/12/2021
Provision for Provision for
Item Gross carrying Carrying Gross carrying Carrying
decline in value decline in value
amount amount amount amount
of inventories of inventories
Raw materials 196,425,573.04 1,326,130.64 195,099,442.40 174,693,225.25 730,054.35 173,963,170.90
Finished goods 17,248,970.37 - 17,248,970.37 6,576,244.72 - 6,576,244.72
Others 12,774,408.71 - 12,774,408.71 14,380,720.50 - 14,380,720.50
Total 226,448,952.12 1,326,130.64 225,122,821.48 195,650,190.47 730,054.35 194,920,136.12
(2) Provision for decline in value of inventories
Provision for the year Decrease
Item 31/12/2021 31/12/2022
Provision Others Reversal Write-off
Raw materials 730,054.35 573,122.05 22,954.24 - - 1,326,130.64
(3) As at 31 December 2022, the Group has no capitalized borrowing cost in the balance of
inventories.
9. Assets held-for-sale
Carrying amount at Fair value at Carrying amount at Fair value at
Item
31/12/2022 31/12/2022 31/12/2021 31/12/2021
Long-term assets held-for-sale
- - 337,442,757.28 1,380,876,000.00
(Note)
Less: Provision for impairment of
- - - -
assets held-for-sale
Carrying amount - - 337,442,757.28 1,380,876,000.00
- 85 -
CHINA MERCHANTS PORT GROUP CO., LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
(Unless otherwise specified, the monetary unit shall be RMB.)
(VIII) NOTES TO ITEMS IN THE CONSOLIDATED FINANCIAL STATEMENTS - continued
9. Assets held-for-sale - continued
Note: The intangible assets of RMB212,552,105.91, fixed assets of RMB113,712,788.00 and
investment properties of RM B11,177,863.37 were presented as assets held-for-sale by the
Group in 2021. Shantou Municipal Government revised the "Detailed Control Planning of
Shantou Zhugang New Town (Partial) - Zhuchigang Area", and the final plan has not yet
been announced, the schedule for the transfer of the above assets cannot be determined,
which no longer meet the criteria for recognition as assets held-for-sale, therefore, the
intangible assets held-for-sale were reversed to intangible assets, and provision for
impairment of intangible assets of RMB15,537,122.10 was made. Since the fixed assets and
investment properties held-for-sale have been disposed by the Group, non-operating
expenses amounting to RMB 124,890,651.37 were recognized for the period.
10. Non-current assets due within one year
Item 31/12/2022 31/12/2021
Long-term receivables due within one year 903,128,422.35 102,458,920.89
Less: Provision for credit loss 903,128.42 102,458.92
Carrying amount 902,225,293.93 102,356,461.97
11. Other current assets
(1) Category of other current assets
Item 31/12/2022 31/12/2021
Prepaid taxes 98,329,205.73 64,390,050.80
Input tax to be deducted and to be certified 70,627,183.33 254,909,235.38
Others 16,946,751.47 20,385,011.23
Total 185,903,140.53 339,684,297.41
Less: Provision for credit loss - -
Carrying amount 185,903,140.53 339,684,297.41
12. Long-term receivables
(1) Details of long-term receivables
31/12/2022 31/12/2021 Range of discount
Item Gross carrying Provision for Carrying Gross carrying Provision for Carrying rate at the end of
amount credit loss amount amount credit loss amount year
Advances to shareholders (Note1) 3,864,736,673.31 3,864,736.67 3,860,871,936.64 3,566,614,937.93 3,566,614.94 3,563,048,322.99 4.75%-6.00%
Finance lease deposits 10,659,515.88 10,659.52 10,648,856.36 10,000,000.00 10,000.00 9,990,000.00 0-5.37%
Land compensation receivable (Note 2) 2,692,032,000.00 - 2,692,032,000.00 2,692,032,000.00 - 2,692,032,000.00 -
Total 6,567,428,189.19 3,875,396.19 6,563,552,793.00 6,268,646,937.93 3,576,614.94 6,265,070,322.99 -
Less: Long-term receivables
903,128,422.35 903,128.42 902,225,293.93 102,458,920.89 102,458.92 102,356,461.97 -
due within 1 year
Long-term receivables due after 1 year 5,664,299,766.84 2,972,267.77 5,661,327,499.07 6,166,188,017.04 3,474,156.02 6,162,713,861.02 -
- 86 -
CHINA MERCHANTS PORT GROUP CO., LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
(Unless otherwise specified, the monetary unit shall be RMB.)
(VIII) NOTES TO ITEMS IN THE CONSOLIDATED FINANCIAL STATEMENTS - continued
12. Long-term receivables - continued
(1) Details of long-term receivables - continued
Note 1: It mainly represents the aggregate principal and interest receivable from Terminal Link
SAS, equivalent to RMB 2,977,517,465.06.
On 26 March 2020, China Merchants Port Holdings Company ("CM Port"), a subsidiary
of the Company, provided a long-term loan to Terminal Link SAS for the terminal
acquisition project and charged interest to Terminal Link SAS at an interest rate of 6%.
Note 2: On 5 November 2019, Shantou Port entered into the Contract for the Acquisition of State-
Owned Land Use Rights in Shantou with Shantou Land Reserve Center. Pursuant to the
contract, the land and attached buildings of approximately 370.96 mu located in Zhuchi
Deepwater Port on the south of Zhongshan East Road of Shantou should be returned to
Shantou Land Reserve Center by Shantou Port, which is amounting to
RMB1,558,032,000.00. Among them, 183.63 mu of land and attached buildings have been
transferred in 2019, and the remaining 187.33 mu of land and attached buildings have
been transferred in 2020. As at 31 December 2022, the land compensation totalling
RMB1,158,032,000.00 has not yet been recovered.
On 21 August 2020, Shantou Port entered into the Contract for the Acquisition of State-
Owned Land Use Rights in Shantou with Land Reserve Center of Shantou Haojiang
District. Pursuant to the contract, the land and attached buildings of approximately 152.34
mu located in Yutianwen, Queshi, Haojiang District, Shantou, should be returned to Land
Reserve Center of Shantou Haojiang District by Shantou Port, which is amounting to
RMB250,000,000.00. The transfer of above-mentioned land and attached buildings was
completed before 31 December 2020. As at 31 December 2022, the land compensation
totalling RMB200,000,000.00 has not yet been recovered.
On 22 December 2020, Shantou Port entered into the Contract for the Acquisition of State-
Owned Land Use Rights in Shantou with Shantou Land Reserve Center. Pursuant to the
contract, the land and attached buildings of approximately 648.78 mu located in Zhuchi
Deepwater Port of Shantou should be returned to Shantou Land Reserve Center by
Shantou Port, which is amounting to RMB2,724,876,000.00. Among them, 320 mu of
land and attached buildings were transferred by 31 December 2020, which is amounting to
RMB1,344,000,000.00, and the remaining 328.78 mu of land and attached buildings have
not been transferred. As at 31 December 2022, the land compensation totalling
RMB1,334,000,000.00 has not yet been recovered.
- 87 -
CHINA MERCHANTS PORT GROUP CO., LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
(Unless otherwise specified, the monetary unit shall be RMB.)
(VIII) NOTES TO ITEMS IN THE CONSOLIDATED FINANCIAL STATEMENTS - continued
12. Long-term receivables - continued
(2) Provision for credit loss of long-term receivables
Stage 1 Stage 2 Stage 3
Lifetime expected Lifetime expected
Item 12-month expected Total
credit loss (not credit loss (credit-
credit loss
credit-impaired) impaired)
At 1 January 2022 3,576,614.94 - - 3,576,614.94
Gross carrying amount of long-term receivables at 1 January 2022
- Transfer to Stage 2 - - - -
- Transfer to Stage 3 - - - -
- Reverse to Stage 2 - - - -
- Reverse to Stage 1 - - - -
Provision for the year 298,781.25 - - 298,781.25
Reversal for the year - - - -
Transfer-out due to
derecognition of
- - - -
financial assets (including
direct write-down)
Other changes - - - -
At 31 December 2022 3,875,396.19 - - 3,875,396.19
(3) As at 31 December 2022, there are no long-term receivables derecognized due to the
transfer of financial assets.
(4) As at 31 December 2022, there are no assets and liabilities arising from the transfer or
continuing involvement of long-term receivables.
- 88 -
CHINA MERCHANTS PORT GROUP CO., LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
(Unless otherwise specified, the monetary unit shall be RMB.)
(VIII) NOTES TO ITEMS IN THE CONSOLIDATED FINANCIAL STATEMENTS - continued
13. Long-term equity investments
(1) Details of long-term equity investments
Changes for the year
Effect of Closing
Reconciliation
Accounting Investment Cash dividends Provision translation of balance of
Investees 31/12/2021 of other Other equity 31/12/2022
method Increase Decrease income under or profits Others for financial statements provision for
comprehensive movements
equity method declared impairment denominated in impairment
income
foreign currencies
I. Joint ventures
Euro-Asia Oceangate S.àr.l. Equity method 2,371,538,986.74 - - 140,072,915.26 143,397,707.85 - -97,083,253.51 - - 229,278,389.03 2,787,204,745.37 -
Port of Newcastle Equity method 1,959,683,621.36 - - 28,511,394.42 33,437,699.85 - -16,138,675.17 - - 43,187,735.19 2,048,681,775.65 -
Qingdao Qianwan United Container
Equity method 1,490,513,461.30 - - 112,414,404.75 -387,333.34 - -100,000,000.00 - - - 1,502,540,532.71 -
Terminal Co., Ltd.
Yantai Port Group Laizhou Port Co., Ltd. Equity method 791,515,741.44 - - 32,565,975.37 - -669,119.99 -29,259,207.08 - - - 794,153,389.74 -
Others (Note1) Equity method 1,926,751,947.80 655,888,204.58 -12,500,650.29 105,777,032.00 -1,026,371.98 -10,185,533.53 -107,432,671.55 - - 26,940,655.22 2,584,212,612.25 -
Subtotal 8,540,003,758.64 655,888,204.58 -12,500,650.29 419,341,721.80 175,421,702.38 -10,854,653.52 -349,913,807.31 - - 299,406,779.44 9,716,793,055.72 -
II. Associates
Shanghai International Port (Group) Co.,
Ltd. (hereinafter referred to Equity method 28,843,807,383.69 1,894,169,292.91 - 4,762,565,562.93 -147,093,548.23 72,306,099.24 -1,240,688,187.97 - - -13,168,401.40 34,171,898,201.17 -
as "Shanghai Port Group")
Nanshan Group Equity method 6,329,051,540.40 - - 206,680,217.04 -34,040,766.18 4,961,825.16 -129,549,000.00 - - 93,909.79 6,377,197,726.21 -
Terminal Link SAS Equity method 6,037,993,057.12 - - 364,965,366.44 -171,058,040.68 - -395,450,142.52 - - 559,158,928.01 6,395,609,168.37 -
Liaoning Port Co., Ltd. ("Liaoning Port") Equity method 3,972,400,632.03 - - 144,196,061.13 1,662,526.40 6,709,793.53 -73,297,870.21 - - -30,508,264.14 4,021,162,878.74 354,857,305.25
Shenzhen China Merchants Qianhai
Equity method 7,306,935,034.12 - - 218,696,415.40 - - -122,444,928.51 - - - 7,403,186,521.01 -
Industrial Development Co., Ltd.
Ningbo Zhoushan Port Company Limited
Equity method 3,474,840,934.53 14,113,777,882.23 - 351,607,511.90 -958,626.76 114,757,041.82 -75,825,289.44 - - -3,568,909.23 17,974,630,545.05 -
("Ningbo Zhoushan") (Note2)
China Merchants Northeast Asia
Equity method 1,016,048,532.69 - - -13,657,927.07 - 14,619,600.09 - - - - 1,017,010,205.71 -
Development & Investment Co., Ltd.
Others (Note1) Equity method 4,832,370,951.30 3,300,000.00 -202,912,747.32 730,787,219.18 -96,473,213.32 358,440.59 -354,225,443.65 - - 373,600,410.29 5,286,805,617.07 2,310,965.02
Subtotal 61,813,448,065.88 16,011,247,175.14 -202,912,747.32 6,765,840,426.95 -447,961,668.77 213,712,800.43 -2,391,480,862.30 - - 885,607,673.32 82,647,500,863.33 357,168,270.27
Total 70,353,451,824.52 16,667,135,379.72 -215,413,397.61 7,185,182,148.75 -272,539,966.39 202,858,146.91 -2,741,394,669.61 - - 1,185,014,452.76 92,364,293,919.05 357,168,270.27
- 89 -
CHINA MERCHANTS PORT GROUP CO., LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
(Unless otherwise specified, the monetary unit shall be RMB.)
(VIII) NOTES TO ITEMS IN THE CONSOLIDATED FINANCIAL STATEMENTS - continued
13. Long-term equity investments - continued
(1) Details of long-term equity investments - continued
Note 1: In 2022, the Group purchased ordinary shares of ASIA AIRFREIGHT TERMINAL
COMPANY LIMITED (hereinafter referred to as "ASIA AIRFREIGHT") at a price
equivalent to RMB 258,669,516.06. After this transaction, the Group's indirect
shareholding in ASIA AIRFREIGHT increased from 20.00% to 34.60%. According to the
joint venture agreement signed in 2022, any decisions on activities related to ASIA
AIRFREIGHT shall be unanimously approved by all shareholders. Therefore, the Group
has joint control over ASIA AIRFREIGHT, which is reclassified as a joint venture from
an associate.
Note 2: On 19 September 2022, Ningbo Zhoushan issued 3,646,971,029 ordinary shares to the
Company in a private placement at RMB 3.87 per share. After the completion of the
private placement, the Company's direct shareholding ratio in Ningbo Zhoushan was
20.98%. Together with the 2.10% equity interest held by CHINA MERCHANTS
INTERNATIONAL PORTS (NINGBO) LIMITED, a subsidiary of the Company, the total
shareholding ratio of the Group was 23.08%.
(2) Provision for impairment of long-term equity investments
Decrease Effect of
Effect of translation of
change in financial
Item 31/12/2021 Increase 31/12/2022
scope of Amount Reason statements
consolidation denominated in
foreign currencies
Liaoning Port 337,700,959.79 - - - - 17,156,345.46 354,857,305.25
HOA THUONG
2,135,644.39 - - - - 175,320.63 2,310,965.02
CORPORATION
Total 339,836,604.18 - - - - 17,331,666.09 357,168,270.27
14. Investments in other equity instruments
(1) Details of investments in other equity instruments
Investee 31/12/2022 31/12/2021
China Ocean Shipping Agency Shenzhen Co., Ltd. 144,301,178.28 144,998,784.69
Others 27,644,096.74 35,253,013.74
Total 171,945,275.02 180,251,798.43
- 90 -
CHINA MERCHANTS PORT GROUP CO., LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
(Unless otherwise specified, the monetary unit shall be RMB.)
(VIII) NOTES TO ITEMS IN THE CONSOLIDATED FINANCIAL STATEMENTS - continued
14. Investments in other equity instruments - continued
(2) Details of non-trading equity instruments
Amount
Reason for transfer
Dividends transferred to
Reason for being to retained earnings
income Accumulated retained earnings
Item designated as from other
recognized gains/losses from other
FVTOCI comprehensive
for the year comprehensive
income
income
The intention of holding
China Ocean Shipping Agency the instruments is
- 130,791,178.28 - N/A
(Shenzhen) Co., Ltd. neither for sale nor
profits in short-term
The intention of holding
the instruments is
Others 240,001.46 927,502.00 7,513,669.91 Disposal
neither for sale nor
profits in short-term
Total 240,001.46 131,718,680.28 7,513,669.91
15. Other non-current financial assets
Item 31/12/2022 31/12/2021
Financial assets at FVTPL 1,745,740,896.41 809,515,244.87
Including: Investments in equity instruments 1,745,740,896.41 809,515,244.87
Including: Antong Holdings Co., Ltd. (hereinafter refers to
950,321,309.06 -
as "Antong Holdings") (Note)
Qingdao Port International Co., Ltd. 767,553,775.66 782,723,863.52
Others 27,865,811.69 26,791,381.35
Note: The Company increases its shares in Antong Holdings in the manner of auction and
assignment. As at 31 December 2022, the Company and its subsidiary Zhanjiang Zhongli
Ocean Shipping Tally Co., Ltd. hold 6.83% equity interest in Antong Holdings.
- 91 -
CHINA MERCHANTS PORT GROUP CO., LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
(Unless otherwise specified, the monetary unit shall be RMB.)
(VIII) NOTES TO ITEMS IN THE CONSOLIDATED FINANCIAL STATEMENTS - continued
16. Investment properties
(1) Investment properties measured at cost
Buildings and
Item Land use rights Total
structures
I. Cost
1. At 1 January 2022 114,634,546.67 6,181,503,172.76 6,296,137,719.43
2. Increase for the year 13,635,278.71 - 13,635,278.71
(1) Transfer from intangible assets 13,635,278.71 - 13,635,278.71
3. Decrease for the year - 3,900,320.25 3,900,320.25
(1) Disposal - 2,107,378.79 2,107,378.79
(2) Transfer to fixed assets - 1,792,941.46 1,792,941.46
4. At 31 December 2022 128,269,825.38 6,177,602,852.51 6,305,872,677.89
II. Accumulated depreciation
and amortization
1. At 1 January 2022 37,448,342.77 960,450,961.78 997,899,304.55
2. Increase for the year 5,606,648.81 181,787,035.38 187,393,684.19
(1) Provision for the year 2,489,361.98 181,787,035.38 184,276,397.36
(2) Transfer from intangible assets 3,117,286.83 - 3,117,286.83
3. Decrease for the year - 3,110,430.41 3,110,430.41
(1) Disposal - 1,407,136.02 1,407,136.02
(2) Transfer to fixed assets - 1,703,294.39 1,703,294.39
4. At 31 December 2022 43,054,991.58 1,139,127,566.75 1,182,182,558.33
III. Impairment provision
1. At 1 January 2022 - - -
2. Increase for the year - - -
3. Decrease for the year - - -
4. At 31 December 2022 - - -
IV. Carrying amount
1. At 31 December 2022 85,214,833.80 5,038,475,285.76 5,123,690,119.56
2. At 1 January 2022 77,186,203.90 5,221,052,210.98 5,298,238,414.88
(2) Investment properties without ownership certificates
Reasons for not
Carrying amount at Carrying amount at Expected time of
Item obtaining certificate of
31/12/2022 31/12/2021 completion
title
Some buildings and
Buildings, structures, and structures have not yet The certificate of title is
24,008,665.10 17,610,186.51
land use rights obtained certificates of underway
land use rights
- 92 -
CHINA MERCHANTS PORT GROUP CO., LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
(Unless otherwise specified, the monetary unit shall be RMB.)
(VIII) NOTES TO ITEMS IN THE CONSOLIDATED FINANCIAL STATEMENTS - continued
17. Fixed assets
17.1 Summary of fixed assets
Item 31/12/2022 31/12/2021
Fixed assets 32,033,317,707.66 31,710,355,613.32
Disposal of fixed assets 8,375.84 157,616.97
Total 32,033,326,083.50 31,710,513,230.29
17.2 Fixed assets
(1) Details of fixed assets
Machinery and
equipment,
Port and terminal Buildings and Motor vehicles and
Item furniture, fixture Total
facilities structures cargo ships
and other
equipment
I. Cost
1. At 1 January 2022 32,137,263,023.73 1,977,485,549.10 16,457,340,117.72 2,175,153,444.46 52,747,242,135.01
2. Increase for the year 824,913,338.79 38,430,940.99 840,222,928.73 93,115,554.87 1,796,682,763.38
(1) Purchase 64,427,157.97 25,570,736.05 280,632,896.25 19,411,445.14 390,042,235.41
(2) Transfer from development expenditure 27,980,396.94 - 38,496,992.72 - 66,477,389.66
(3) Transfer from construction in progress 732,505,783.88 11,067,263.48 425,985,761.47 73,704,109.73 1,243,262,918.56
(4) Transfer from right-of-use assets - - 95,107,278.29 - 95,107,278.29
(5) Transfer from investment properties - 1,792,941.46 - - 1,792,941.46
3. Decrease for the year 39,575,331.19 2,188,982.50 177,018,134.23 34,552,586.47 253,335,034.39
(1) Disposal or retirement 39,575,331.19 2,188,982.50 139,582,895.64 34,552,586.47 215,899,795.80
(2) Transfer to long-term prepaid expenses - - 37,435,238.59 - 37,435,238.59
4.Adjustments to the amount carried forward -248,674.87 -54,830.06 -931,505.48 40,150.44 -1,194,859.97
5. Reclassification -59,369,813.73 - 41,372,754.33 17,997,059.40 -
6. Effect of translation of financial statements
513,272,979.41 13,522,351.53 306,188,635.81 62,827,472.13 895,811,438.88
denominated in foreign currencies
7. At 31 December 2022 33,376,255,522.14 2,027,195,029.06 17,467,174,796.88 2,314,581,094.83 55,185,206,442.91
II. Accumulated depreciation
1. At 1 January 2022 9,650,764,730.66 546,215,006.96 9,774,172,565.39 1,008,208,125.97 20,979,360,428.98
2. Increase for the year 1,000,510,758.97 87,949,643.10 858,672,991.59 103,336,957.39 2,050,470,351.05
(1) Provision 1,000,510,758.97 86,246,348.71 824,986,165.97 103,336,957.39 2,015,080,231.04
(2) Transfer from right-of-use assets - - 33,686,825.62 - 33,686,825.62
(3) Transfer from investment properties - 1,703,294.39 - - 1,703,294.39
3. Decrease for the year 25,459,493.10 2,062,713.45 159,079,168.62 32,825,589.03 219,426,964.20
(1) Disposal or retirement 25,459,493.10 2,062,713.45 124,761,090.40 32,825,589.03 185,108,885.98
(2) Transfer to long-term prepaid expenses - - 34,318,078.22 - 34,318,078.22
4. Reclassification -6,192,288.70 - 6,192,288.70 - -
5. Effect of translation of financial statements
101,374,613.36 3,621,037.39 156,343,400.44 16,570,999.47 277,910,050.66
denominated in foreign currencies
6. At 31 December 2022 10,720,998,321.19 635,722,974.00 10,636,302,077.50 1,095,290,493.80 23,088,313,866.49
III. Impairment provision
1. At 1 January 2022 57,419,468.96 63,906.47 42,717.28 - 57,526,092.71
2. Increase for the year 127,517.67 5,921,258.38 - - 6,048,776.05
3. Disposal or retirement for the year - - - - -
4. Reclassification - - - - -
5. Other decreases - - - - -
6. At 31 December 2022 57,546,986.63 5,985,164.85 42,717.28 - 63,574,868.76
IV. Carrying amount
1. At 31 December 2022 22,597,710,214.32 1,385,486,890.21 6,830,830,002.10 1,219,290,601.03 32,033,317,707.66
2. At 1 January 2022 22,429,078,824.11 1,431,206,635.67 6,683,124,835.05 1,166,945,318.49 31,710,355,613.32
(2) The Group has no fixed assets that are temporarily idle as at 31 December 2022.
- 93 -
CHINA MERCHANTS PORT GROUP CO., LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
(Unless otherwise specified, the monetary unit shall be RMB.)
(VIII) NOTES TO ITEMS IN THE CONSOLIDATED FINANCIAL STATEMENTS - continued
17. Fixed assets - continued
17.2 Fixed assets - continued
(3) Fixed assets leased out under operating leases
Carrying amount at Carrying amount at
Item
31/12/2022 31/12/2021
Buildings and structures 196,480,507.61 174,489,188.90
Port and terminal facilities 33,260,157.31 38,957,300.62
Machinery and equipment, furniture, fixture and
7,920,761.45 4,770,103.50
other equipment
Total 237,661,426.37 218,216,593.02
(4) Fixed assets without ownership certificates
Carrying amount at Carrying amount at
Item Remark
31/12/2022 31/12/2021
This is mainly due to the fact that certain buildings
Buildings, structures,
and structures have not yet obtained the land use
port and terminal 1,786,308,720.95 2,086,360,399.74
rights of the corresponding land and the approval
facilities
procedures have not yet been completed.
(5) Details of fixed assets depreciated but still in use and temporarily idle at the end of the
year, and fixed assets disposed and retired in the year:
Item Amount Remark
Cost of fixed assets fully depreciated but still in use
4,705,711,997.19
at the end of the year
Cost of fixed assets temporarily idle at the end of the year -
Fixed assets disposed and retired in the year:
Including: Cost of fixed assets disposed and retired in the year 215,899,795.80
Net book value of fixed assets disposed and retired in the year 30,790,909.82
Loss on disposal or retirement of fixed assets in the year 33,130,668.07
(6) The details of the Group's fixed assets with restricted ownership as at 31 December 2022
are set out in Note (VIII) 63.
17.3 Disposal of fixed assets
Item 31/12/2022 31/12/2021
Machinery and equipment, furniture, fixture
8,375.84 78,950.02
and other equipment
Motor vehicles and cargo ships - 78,666.95
Total 8,375.84 157,616.97
- 94 -
CHINA MERCHANTS PORT GROUP CO., LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
(Unless otherwise specified, the monetary unit shall be RMB.)
(VIII) NOTES TO ITEMS IN THE CONSOLIDATED FINANCIAL STATEMENTS - continued
18. Construction in progress
(1) Summary of construction in progress
Item 31/12/2022 31/12/2021
Construction in progress 2,405,872,478.61 2,543,631,289.59
Materials for construction of fixed assets 7,971,929.03 13,953,664.33
Total 2,413,844,407.64 2,557,584,953.92
(2) Details of construction in progress
31/12/2022 31/12/2021
Item Gross carrying Provision for Carrying Gross carrying Provision for Carrying
amount impairment amount amount impairment amount
Port and terminal
1,991,321,268.14 - 1,991,321,268.14 2,177,670,930.47 - 2,177,670,930.47
facilities
Infrastructure 201,444,537.67 - 201,444,537.67 220,531,192.85 - 220,531,192.85
Berths and yards 18,728,577.14 - 18,728,577.14 15,718,097.89 - 15,718,097.89
Others 194,378,095.66 - 194,378,095.66 129,711,068.38 - 129,711,068.38
Total 2,405,872,478.61 - 2,405,872,478.61 2,543,631,289.59 - 2,543,631,289.59
- 95 -
CHINA MERCHANTS PORT GROUP CO., LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
(Unless otherwise specified, the monetary unit shall be RMB.)
(VIII) NOTES TO ITEMS IN THE CONSOLIDATED FINANCIAL STATEMENTS - continued
18. Construction in progress - continued
(3) The top ten balances of construction in progress
Effect of
translation Proportion of Interest
Amount of Including:
Other of financial accumulated capitalizati
Increase for Transfer to Construction accumulated Capitalized Capital
Item Budget amount 31/12/2021 decreases for statements 31/12/2022 construction on rate for
the year fixed assets progress (%) capitalized interest for source
the year denominated investment in the current
interest the year
in foreign budget (%) year (%)
currencies
Reconstruction project of HIPG Own funds
2,817,485,265.02 876,374,998.71 - - 136,369,817.80 77,359,903.46 817,365,084.37 57.68 57.68 927,165.93 - -
container, oil terminal and tank area and loans
General cargo terminal project at
Own funds
Donghai Island Port Area of 905,348,400.00 399,676,589.24 49,201,245.80 - - - 448,877,835.04 49.58 49.58 44,364,372.49 - -
and loans
Zhanjiang Port
Phase I project for the stuffing and
Own funds
destuffing service area of Baoman Port 606,521,505.83 133,198,536.39 135,846,817.62 - - - 269,045,354.01 44.36 44.36 19,553,042.20 2,863,541.64 3.80
and loans
Area, Zhanjiang Port
Phase I expansion project for the
Own funds
container terminal at Baoman Port Area, 2,342,775,800.00 180,616,086.92 10,847,597.65 - - - 191,463,684.57 8.17 8.17 953,620.60 - -
and loans
Zhanjiang Port
Back land reclamation project on
Haidagan Bulk Yard and Supporting 61,000,000.00 59,111,396.60 1,464,943.20 - - - 60,576,339.80 99.31 99.31 - - - Own funds
Facilities and Liquid Bulk Berth
28# Warehouse Relocation Project,
67,670,000.00 47,477,624.53 10,091,009.49 - - - 57,568,634.02 85.07 85.07 - - - Own funds
Zhanjiang Port
Installation project of bucket-wheel Own funds
74,800,000.00 37,281,088.36 14,270,438.57 - - - 51,551,526.93 68.92 68.92 1,834,635.19 1,031,500.49 3.80
stacker reclaimer, Zhanjiang Port and loans
Hydraulic structure engineering for the
Own funds
reconstruction project of Berth 1# - 4#, 2,467,361,016.88 55,554,170.62 38,946,560.03 57,254,963.46 2,455,752.20 - 34,790,014.99 98.95 98.95 66,037,883.84 - -
and loans
Haixing Terminal
TCP138 kV gas insulated substation
44,495,436.48 380,307.99 33,031,583.03 - - 254,565.41 33,666,456.43 75.66 75.66 - - - Own funds
project
Reconstruction project of automatic
fire-fighting process at terminal,
51,200,000.00 1,585,078.25 27,193,143.23 - - - 28,778,221.48 56.21 56.21 - - - Own funds
old warehouse area and bonded
warehouse area
Total 9,438,657,424.21 1,791,255,877.61 320,893,338.62 57,254,963.46 138,825,570.00 77,614,468.87 1,993,683,151.64 133,670,720.25 3,895,042.13
- 96 -
CHINA MERCHANTS PORT GROUP CO., LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
(Unless otherwise specified, the monetary unit shall be RMB.)
(VIII) NOTES TO ITEMS IN THE CONSOLIDATED FINANCIAL STATEMENTS - continued
18. Construction in progress - continued
(4) Materials for construction of fixed assets
31/12/2022 31/12/2021
Gross Gross
Item Provision for Carrying Provision for Carrying
carrying carrying
impairment amount impairment amount
amount amount
Materials for construction
7,971,929.03 - 7,971,929.03 13,953,664.33 - 13,953,664.33
of fixed assets
19. Right-of-use assets
(1) Details of right-of-use assets
Machinery and
Motor
Port and equipment,
Buildings and vehicles, cargo
Item terminal furniture, Land use rights Total
structures ships and
facilities fixture and
others
other equipment
I. Cost
1. At 1 January 2022 6,607,528,989.94 169,444,697.23 461,374,461.67 2,574,889,099.92 9,309,435.58 9,822,546,684.34
2. Increase for the year 288,309,040.70 393,967.46 173,928.26 17,330,062.14 10,283,003.22 316,490,001.78
(1) Purchase 288,309,040.70 393,967.46 173,928.26 17,330,062.14 10,283,003.22 316,490,001.78
3. Decrease for the year 556,587.63 6,769,725.12 101,023,595.26 - 4,136,016.68 112,485,924.69
(1) Termination of lease 556,587.63 6,769,725.12 5,916,316.97 - 4,136,016.68 17,378,646.40
(2) Transfer to fixed assets - - 95,107,278.29 - - 95,107,278.29
4. Effect of translation of financial
statements denominated in foreign 519,444,361.48 11,677,345.59 879,337.36 241,248,931.09 - 773,249,975.52
currencies
5. At 31 December 2022 7,414,725,804.49 174,746,285.16 361,404,132.03 2,833,468,093.15 15,456,422.12 10,799,800,736.95
II. Accumulated depreciation
1. At 1 January 2022 639,047,939.73 44,086,787.40 129,902,044.30 260,521,584.16 5,910,786.56 1,079,469,142.15
2. Increase for the year 256,563,424.65 18,661,456.23 27,974,167.35 40,991,223.00 5,656,348.75 349,846,619.98
(1) Provision 256,563,424.65 18,661,456.23 27,974,167.35 40,991,223.00 5,656,348.75 349,846,619.98
3. Decrease for the year 555,824.01 5,032,643.80 39,201,224.12 - 1,262,972.43 46,052,664.36
(1) Termination of lease 555,824.01 5,032,643.80 5,514,398.50 - 1,262,972.43 12,365,838.74
(2) Transfer to fixed assets - - 33,686,825.62 - - 33,686,825.62
4. Effect of translation of financial
statements denominated in foreign 45,649,809.93 2,034,257.96 779,062.14 25,432,286.82 - 73,895,416.85
currencies
5. At 31 December 2022 940,705,350.30 59,749,857.79 119,454,049.67 326,945,093.98 10,304,162.88 1,457,158,514.62
III. Impairment provision
1. At 1 January 2022 - - - - - -
2. Increase for the year - - - - - -
3. Decrease for the year - - - - - -
4. At 31 December 2022 - - - - - -
IV. Carrying amount
1. At 31 December 2022 6,474,020,454.19 114,996,427.37 241,950,082.36 2,506,522,999.17 5,152,259.24 9,342,642,222.33
2. At 1 January 2022 5,968,481,050.21 125,357,909.83 331,472,417.37 2,314,367,515.76 3,398,649.02 8,743,077,542.19
- 97 -
CHINA MERCHANTS PORT GROUP CO., LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
(Unless otherwise specified, the monetary unit shall be RMB.)
(VIII) NOTES TO ITEMS IN THE CONSOLIDATED FINANCIAL STATEMENTS - continued
19. Right-of-use assets - continued
(2) Amount recognized in profit or loss
Category 2022
Depreciation expenses of right-of-use assets (Note 1) 349,846,619.98
Interest expenses on lease liabilities (Note 2) 73,619,268.64
Expenses on short-term leases 71,711,821.89
Expenses on leases of low value assets 2,118,098.94
Variable lease payments not included in the measurement of lease liabilities (Note 3) -
Revenue from sublease of right-of-use assets 16,195,950.82
Note 1: In 2022, no depreciation expenses on right-of-use assets are capitalized.
Note 2: In 2022, no interest expenses on lease liabilities are capitalized.
Note 3: In 2022, no variable lease payments are included in the measurement of lease liabilities.
(3) The total cash outflows in relation to leases for the current year amount to RMB
474,672,225.36.
(4) The lease terms of the lease assets of the Group are as follows:
Category Lease term
Port, terminal facilities and land 1-99 years
Buildings and structures 1 -99 years
Machinery and equipment, furniture, fixture and other equipment 1-6 years
Motor vehicles and cargo ships 1-5 years
Others 1-7 years
- 98 -
CHINA MERCHANTS PORT GROUP CO., LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
(Unless otherwise specified, the monetary unit shall be RMB.)
(VIII) NOTES TO ITEMS IN THE CONSOLIDATED FINANCIAL STATEMENTS - continued
20. Intangible assets
(1) Details of intangible assets
Terminal management
Items Land use rights Others Total
rights
I. Cost
1. At 1 January 2022 14,631,047,267.00 8,239,023,292.58 1,303,728,681.52 24,173,799,241.10
2. Increase for the year 687,985,073.75 50,660,718.27 124,204,524.49 862,850,316.51
(1) Purchase 135,886,518.56 50,660,718.27 123,235,507.86 309,782,744.69
(2) Effect of changes in the scope of
307,325,684.21 - 10,088.50 307,335,772.71
consolidation (Note 1)
(3) Other increase (Note 2) 244,772,870.98 - 958,928.13 245,731,799.11
3. Decrease for the year 23,764,724.70 - 3,104,160.67 26,868,885.37
(1) Disposal 10,129,445.99 - 2,127,349.47 12,256,795.46
(2) Transfer to investment properties 13,635,278.71 - - 13,635,278.71
(3) Other decrease - - 976,811.20 976,811.20
4. Effect of translation of financial statements
19,249,792.62 744,232,493.19 75,756,252.34 839,238,538.15
denominated in foreign currencies
5. At 31 December 2022 15,314,517,408.67 9,033,916,504.04 1,500,585,297.68 25,849,019,210.39
II. Accumulated amortization
1. At 1 January 2022 3,711,905,647.14 1,519,335,933.88 467,145,279.15 5,698,386,860.17
2. Increase for the year 386,303,253.40 244,762,995.36 71,621,959.52 702,688,208.28
(1) Provision 347,310,872.78 244,762,995.36 71,355,306.18 663,429,174.32
(2) Effect of changes in the scope of
8,085,844.80 - 3,034.88 8,088,879.68
consolidation (Note 1)
(3) Other increase (Note 2) 30,906,535.82 - 263,618.46 31,170,154.28
3. Decrease for the year 9,927,358.38 - 1,221,363.52 11,148,721.90
(1) Disposal 6,810,071.55 - 1,096,272.32 7,906,343.87
(2) Transfer to investment properties 3,117,286.83 - - 3,117,286.83
(3) Other decrease - - 125,091.20 125,091.20
4. Effect of translation of financial statements
8,171,003.50 133,601,781.55 24,717,841.08 166,490,626.13
denominated in foreign currencies
5. At 31 December 2022 4,096,452,545.66 1,897,700,710.79 562,263,716.23 6,556,416,972.68
III. Impairment provision
1. At 1 January 2022 - - - -
2. Increase for the year (Note 2) 15,537,122.10 - - 15,537,122.10
3. Decrease for the year - - - -
4. At 31 December 2022 15,537,122.10 - - 15,537,122.10
IV. Carrying amount
1. At 31 December 2022 11,202,527,740.91 7,136,215,793.25 938,321,581.45 19,277,065,115.61
2. At 1 January 2022 10,919,141,619.86 6,719,687,358.70 836,583,402.37 18,475,412,380.93
Note 1: The Group has acquired 51% equity interest of Guangdong Shunkong Port Development
and Construction Co., Ltd. (hereinafter refer to as "Shunkong Port"), which constitutes an
asset acquisition. Refer to Note (IX) 1(1) for details.
Note 2: It is mainly arising from Shantou Port. Refer to Note (VIII) 9 for details.
(2) Land use rights without ownership certificates as at 31 December 2022:
Carrying amount Carrying amount
Item
at 31/12/2022 at 31/12/2021
Land use rights (Note) 2,511,195,386.58 1,882,080,080.20
- 99 -
CHINA MERCHANTS PORT GROUP CO., LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
(Unless otherwise specified, the monetary unit shall be RMB.)
(VIII) NOTES TO ITEMS IN THE CONSOLIDATED FINANCIAL STATEMENTS - continued
20. Intangible assets - continued
(2) Land use rights without ownership certificates as at 31 December 2022: - continued
Note: At 31 December 2022, the land use rights without ownership certificates mainly represent
the land use rights for berth and storage yard within Chiwan Port area obtained by the
Group from Nanshan Group, with an area of 815,234.87 ㎡, and the land use rights for
Dachanwan Port area Phase II obtained by ASJ, of which the costs are RMB
1,235,852,249.87 and RMB 918,521,317.23 respectively.
The land use rights for berth and storage yard within Chiwan Port area obtained by the
Group from Nanshan Group represent the capital contribution from Nanshan Group to the
Company upon restructuring of the Company, while the remaining land use rights are
obtained from Nanshan Group by way of long-term lease. Up to date, Nanshan Group has
not yet obtained the land use rights in respect of the lands within Chiwan watershed,
including aforementioned capital contribution and land lease to the Group, therefore, the
Group cannot obtain the ownership certificate for relevant land and buildings on such
land. The Company's management understood that Nanshan Group is negotiating with
relevant government departments regarding the historical issues, and the date when the
Group can obtain the ownership certificate of relevant land and buildings on such land
cannot be estimated reliably.
21. Development expenditure
Decrease for the year Effect of
translation of
Increase for Transfer to Transfer to Transfer Transfer to financial
Item 31/12/2021 31/12/2022
the year intangible construction to fixed profit or loss statements
assets in progress assets for the year denominated in
foreign currencies
The Greater Bay Area combined port
- 93,915,187.41 - - - 93,915,187.41 - -
program
Intelligent management platform
- 15,151,413.80 - - - 15,151,413.80 - -
system
Development of intelligent gate system - 10,430,246.01 - - - 10,430,246.01 - -
Multifunctional Port BTOS Cloud Edge
- 8,075,139.92 - - - 8,075,139.92 - -
Fusion Platform Phase I R&D Project
RMG automation of the yard operation - 7,986,770.09 - - - 7,986,770.09 - -
Intelligent terminal program - 7,549,814.41 - - - 7,549,814.41 - -
R&D of remote control security system
of collision prevention for RTG - 7,376,402.29 - - - 7,376,402.29 - -
adjacent container
"Hongzhang" Super Computing Cluster
and Port AI model construction - 6,219,670.14 - - - - - 6,219,670.14
system project
Development and application of
automatic control systems for heavy
25,818,970.84 - - - 25,818,970.84 - - -
oil, diesel, gasoline, and methanol
processes
Key technical research for the device
21,874,948.38 - 253,861.16 - 21,621,087.22 - - -
used to load crude oil to a train
Others 34,697,306.63 162,760,457.71 30,006,701.95 - 19,037,331.60 137,221,204.77 - 11,192,526.02
Total 82,391,225.85 319,465,101.78 30,260,563.11 - 66,477,389.66 287,706,178.70 - 17,412,196.16
- 100 -
CHINA MERCHANTS PORT GROUP CO., LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
(Unless otherwise specified, the monetary unit shall be RMB.)
(VIII) NOTES TO ITEMS IN THE CONSOLIDATED FINANCIAL STATEMENTS - continued
22. Goodwill
(1) Original carrying amount of goodwill
Effect of
translation of
financial
Investee 31/12/2021 Increase Decrease 31/12/2022
statements
denominated in
foreign currencies
TCP 2,329,133,573.36 - - 387,265,949.02 2,716,399,522.38
Mega Shekou Container
1,815,509,322.42 - - - 1,815,509,322.42
Terminals Limited
China Merchants Port Holdings 993,992,000.00 - - - 993,992,000.00
Shantou Port 552,317,736.65 - - - 552,317,736.65
Zhanjiang Port 418,345,307.68 - - - 418,345,307.68
Shenzhen Mawan Project 408,773,001.00 - - - 408,773,001.00
Ningbo Daxie China Merchants
International Terminals Co. 188,497,194.41 - - - 188,497,194.41
Ltd. ("Ningbo Daxie")
Others 288,255,850.88 - - - 288,255,850.88
Total 6,994,823,986.40 - - 387,265,949.02 7,382,089,935.42
(2) Provision for impairment of goodwill
Effect of
translation of
financial
Investee 31/12/2021 Provision Decrease 31/12/2022
statements
denominated in
foreign currencies
Zhanjiang Port 418,345,307.68 - - - 418,345,307.68
Shantou Port 552,317,736.65 - - - 552,317,736.65
Total 970,663,044.33 - - - 970,663,044.33
(3) Information of asset groups or portfolio of asset groups to which the goodwill belongs
The Group takes the ability to independently generate cash inflows, the way to manage the
production and operation activities (mainly by geographic areas) and the unified decision on the
use and disposal of the assets as the criteria to determine asset groups or portfolio of asset groups,
and performs impairment test of goodwill for the asset groups or portfolio of asset groups on such
basis. As at 31 December 2022, the asset groups or portfolio of asset groups determined by the
Group include: TCP; Mega Shekou Container Terminals Limited, including Shekou Container
Terminals Ltd., Shenzhen Lianyunjie Container Terminals Co., Ltd., Anxunjie Container
Terminals (Shenzhen) Co., Ltd., CM Port, Shantou Port, Zhanjiang port, Ningbo Daxie, Shenzhen
Mawan Project, including Shenzhen Mawan Port Waterway Co., Ltd. and Shenzhen Magang
Godown & Wharf Co., Ltd. (hereinafter referred to as "Magang Godown & Wharf").
- 101 -
CHINA MERCHANTS PORT GROUP CO., LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
(Unless otherwise specified, the monetary unit shall be RMB.)
(VIII) NOTES TO ITEMS IN THE CONSOLIDATED FINANCIAL STATEMENTS - continued
22. Goodwill - continued
(4) Impairment test of goodwill and key parameters
When testing the goodwill for impairment, the Group compares the carrying amount of related
asset groups and portfolio of asset groups (including goodwill) with the recoverable amount. If the
recoverable amount is less than the carrying amount, the difference is included in profit or loss for
the period. The Group determines the recoverable amount of the asset groups and portfolio of
asset groups that generate goodwill at fair value less cost of disposal or at present value of
expected future cash flows. The fair value is determined using market approach. The present
value of cash flows is estimated based on the forecast of cash flows for 5 years to 26 years
detailed forecast period and subsequent forecast period. The estimated future cash flows for the
detailed forecast period are based on the business plan established by the management; the
expected future cash flows for the subsequent forecast period are determined in conjunction with
the level of the final year of the detailed forecast period, combined with the Group's business
plans, industry trends and inflation rates. The growth rate adopted will not exceed the long-term
average growth rate of the country where the asset groups and portfolio of asset groups are
located. The key assumptions used by the Group in estimating the present value of future cash
flows include growth rate and discount rate etc. The pre-tax discount rate and the growth rate for
subsequent forecast period adopted in 2022 are 11.20%-20.47% and 2.00%-2.62% respectively.
The parameters of key assumptions determined by the Group's management are in line with the
Group's historical experience or external source of information.
23. Long-term prepaid expenses
Presentation of long-term prepaid expenses:
Increase for Amortization Reason for other
Item 31/12/2021 Other decreases 31/12/2022
the year in the year decreases
Tonggu channel widening project
473,211,130.99 - 17,764,434.24 - 455,446,696.75
(Note 1)
West public channel widening project
252,759,769.78 3,312,887.13 6,635,254.04 - 249,437,402.87
at West port area (Note 2)
Relocation project of Nanhai Rescue
38,661,479.90 - 1,107,368.40 - 37,554,111.50
Bureau
Expenditures for the improvement of
20,786,525.04 2,460,225.71 2,615,577.38 - 20,631,173.37
leased fixed assets
Reclassified to
West public
Dredging project 76,591,867.23 9,291,637.47 13,269,093.07 2,853,992.26 69,760,419.37 channel widening
project at
West port area
Others 113,983,768.58 83,025,999.52 43,482,667.06 - 153,527,101.04
Total 975,994,541.52 98,090,749.83 84,874,394.19 2,853,992.26 986,356,904.90
- 102 -
CHINA MERCHANTS PORT GROUP CO., LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
(Unless otherwise specified, the monetary unit shall be RMB.)
(VIII) NOTES TO ITEMS IN THE CONSOLIDATED FINANCIAL STATEMENTS - continued
23. Long-term prepaid expenses - continued
Note 1: This represents the Group's actual expenses on Shenzhen Western Port Area Tonggu
Channel 210-270M Widening Project. According to relevant resolutions of Shenzhen
Municipal Government, the enterprise and government shall bear 60% and 40% of the
expenses incurred for the 210-240M widening project, and 50% and 50% of the expenses
incurred for the 240-270M widening project respectively. The Company's subsidiary has
included the expenses on deepening the channel in the item of "long-term prepaid
expenses", and amortized such expenses over the expected useful lives of the two
widening projects of 35 and 40 years using straight-line method since the completion of
each project in 2008 and 2019, respectively.
Note 2: This represents the Group's actual expenses on Shenzhen West Port Area Public Channel
Widening Project, of which the widening of 240-270M in the first section was completed
on 1 June 2019 and the widening of 240-270M in the second and third sections was
completed on 5 November 2020. According to relevant resolutions of Shenzhen Municipal
Government, the enterprise and government shall bear 50% and 50% of the expenses
incurred for the project respectively. The Company's subsidiary has included the expenses
on deepening the channel in the item of "long-term prepaid expenses", and amortized such
expenses over the expected useful life of 40 years using straight-line method since the
completion of each section of the channel widening project.
24. Deferred income tax
(1) Deferred tax assets without offsetting
31/12/2022 31/12/2021
Deductible Deductible
Item Deferred tax Deferred tax
temporary temporary
assets assets
differences differences
Unrealized profit 756,772,558.79 184,729,651.97 769,833,723.80 187,934,375.63
Provision for credit loss 190,727,520.03 35,544,695.31 134,107,345.89 22,607,019.97
Deductible losses 182,211,924.34 40,193,891.36 243,923,028.71 77,871,713.03
Accrued and unpaid wages 161,026,788.29 35,802,355.38 133,228,573.09 32,069,398.58
Depreciation of fixed assets 154,724,225.49 35,753,675.92 174,310,058.63 38,498,510.97
Deferred income 36,723,054.56 8,709,144.22 37,320,614.70 8,908,126.11
Provisions 35,365,156.43 12,024,153.19 23,243,718.18 7,902,864.18
Amortization of computer software 9,291,532.77 2,322,883.19 9,375,355.92 2,343,838.98
Provision for impairment of assets 5,507,073.16 1,376,768.29 3,858,354.37 964,588.59
Organization costs 3,498,150.00 874,537.50 5,967,432.36 1,491,858.09
Others 57,124,137.75 15,595,505.07 69,133,036.30 17,553,416.71
Total 1,592,972,121.61 372,927,261.40 1,604,301,241.95 398,145,710.84
- 103 -
CHINA MERCHANTS PORT GROUP CO., LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
(Unless otherwise specified, the monetary unit shall be RMB.)
(VIII) NOTES TO ITEMS IN THE CONSOLIDATED FINANCIAL STATEMENTS - continued
24. Deferred income tax - continued
(2) Deferred tax liabilities without offsetting
31/12/2022 31/12/2021
Item Taxable temporary Deferred tax Taxable temporary Deferred tax
differences liabilities differences liabilities
Withholding dividend income tax 37,565,601,815.13 2,568,624,605.88 32,834,363,823.45 2,276,809,099.05
Fair value adjustment of assets acquired
7,755,954,464.86 1,762,190,010.27 7,922,514,263.15 1,794,717,729.81
from business combination
Depreciation of fixed assets 1,119,997,714.31 280,579,814.18 855,120,746.48 226,223,855.58
Changes in fair value of other non-current
330,012,225.76 82,503,056.44 478,483,648.29 99,590,902.64
financial assets
Changes in fair value of investments in
130,791,178.28 32,697,794.57 138,988,784.68 34,747,196.17
other equity instruments
Others 1,169,095,183.52 126,676,026.52 1,101,926,283.77 118,328,687.36
Total 48,071,452,581.86 4,853,271,307.86 43,331,397,549.82 4,550,417,470.61
(3) Deferred tax assets or liabilities that are presented at the net amount after offsetting
Balance of deferred
Balance of deferred Offset amount of
Offset amount of tax assets or
tax assets or deferred tax assets
deferred tax assets liabilities after
Item liabilities after and liabilities at the
and liabilities at the offsetting at the
offsetting at the end beginning of the
end of the year beginning of the
of the year year
year
Deferred tax assets - 372,927,261.40 - 398,145,710.84
Deferred tax liabilities - 4,853,271,307.86 - 4,550,417,470.61
(4) Deductible temporary differences and deductible losses for which deferred tax assets are
not recognized
Item 31/12/2022 31/12/2021
Deductible temporary differences 930,204,772.41 944,129,558.25
Deductible losses 2,112,659,943.00 2,197,937,158.38
Total 3,042,864,715.41 3,142,066,716.63
The Group recognizes deferred income tax assets to the extent of future taxable income that is
likely to be obtained to offset the deductible temporary differences and deductible losses. For the
excess of deductible temporary differences and deductible losses over future taxable income, no
deferred tax assets are recognized.
- 104 -
CHINA MERCHANTS PORT GROUP CO., LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
(Unless otherwise specified, the monetary unit shall be RMB.)
(VIII) NOTES TO ITEMS IN THE CONSOLIDATED FINANCIAL STATEMENTS - continued
24. Deferred income tax - continued
(5) Deductible losses for which deferred tax assets are not recognized will be expired in the
following years:
Year 31/12/2022 31/12/2021
2022 - 418,419,582.20
2023 515,101,493.80 568,545,269.63
2024 488,358,232.03 501,044,247.06
2025 375,208,491.05 385,310,677.29
2026 112,756,494.15 300,322,682.88
2027 600,178,442.73 -
Deductible losses due after 2028 21,056,789.24 24,294,699.32
Total 2,112,659,943.00 2,197,937,158.38
25. Other non-current assets
Item 31/12/2022 31/12/2021
Advances for the channel project (Note) 989,752,762.75 965,997,076.71
Prepayments for fixed assets 117,094,834.14 66,519,391.16
Prepayments for terminal franchise 27,493,116.21 28,084,523.57
Prepayments for land use rights - 132,334,704.86
Others 52,448,665.69 38,157,256.39
Subtotal 1,186,789,378.79 1,231,092,952.69
Less: Impairment provision - -
Total 1,186,789,378.79 1,231,092,952.69
Note: This represents that the Company's subsidiary Zhanjiang Port, upon its reorganization into
a joint stock company in 2007, signed the Channel Arrangement Agreement with State-
owned Assets Supervision and Administration Commission of Zhanjiang ("Zhanjiang
SASAC") and China Merchants International Terminal (Zhanjiang) Co., Ltd. According to
the agreement, the channel belongs to Zhanjiang SASAC, therefore, the Group presented
the advances of channel project that should be repaid by Zhanjiang SASAC as other non-
current assets.
26. Short-term borrowings
(1) Classification of short-term borrowings
Item 31/12/2022 31/12/2021
Credit loan 7,149,322,782.85 12,450,169,472.03
Pledged loans (Note) 15,015,583.33
Guaranteed loan - 1,201,283,333.33
Total 7,164,338,366.18 13,651,452,805.36
- 105 -
CHINA MERCHANTS PORT GROUP CO., LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
(Unless otherwise specified, the monetary unit shall be RMB.)
(VIII) NOTES TO ITEMS IN THE CONSOLIDATED FINANCIAL STATEMENTS - continued
26. Short-term borrowings - continued
(1) Classification of short-term borrowings - continued
Note: This represents the short-term borrowings of RMB15,015,583.33 from China Merchants
Bank Co., Ltd. obtained by Guangdong Yide Port Co., Ltd. (hereinafter referred to as "Yide
Port") , a subsidiary of the Company, with its fixed assets as the collateral.
(2) As at 31 December 2022, the Group has no short-term borrowings that are overdue.
27. Notes payable
Category 31/12/2022 31/12/2021
Commercial acceptance - 1,895,987.17
Total - 1,895,987.17
28. Accounts payable
Item 31/12/2022 31/12/2021
Service fee 299,350,272.24 279,969,574.04
Material purchase 132,460,163.17 147,895,793.90
Construction fee 110,687,325.42 189,852,525.62
Equipment payments 87,445,302.02 34,478,229.18
Rental fee 8,304,019.32 6,226,422.72
Others 172,902,315.49 185,397,893.05
Total 811,149,397.66 843,820,438.51
(1) Aging of accounts payable
31/12/2022 31/12/2021
Aging Proportion Proportion
Amount Amount
(%) (%)
Within 1 year (inclusive) 710,976,970.28 87.65 751,095,352.31 89.01
1-2 years (inclusive) 47,038,049.65 5.80 58,151,929.86 6.89
2-3 years (inclusive) 26,667,189.69 3.29 8,515,047.38 1.01
More than 3 years 26,467,188.04 3.26 26,058,108.96 3.09
Total 811,149,397.66 100.00 843,820,438.51 100.00
(2) Significant accounts payable aged more than one year
Reason for outstanding or not
Name of entity 31/12/2022 Aging
being carried forward
The government planning project
Shenzhen City Planning and Land Resources More than has not been completed, and the
21,642,795.50
Committee Nanshan Administration 3 years ownership certificate is not
obtained.
To be paid upon confirmation by
Quanzhou Antong Logistics Co., Ltd. 16,948,161.45 1-2 years
both parties.
Total 38,590,956.95
- 106 -
CHINA MERCHANTS PORT GROUP CO., LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
(Unless otherwise specified, the monetary unit shall be RMB.)
(VIII) NOTES TO ITEMS IN THE CONSOLIDATED FINANCIAL STATEMENTS - continued
29. Receipts in advance
Item 31/12/2022 31/12/2021
Rental fee received in advance 6,205,443.31 6,724,007.73
Management fee received in advance - 2,163,886.70
Others 3,681,088.28 425,271.58
Total 9,886,531.59 9,313,166.01
(1) Aging of receipts in advance
31/12/2022 31/12/2021
Aging Proportion Proportion
Amount Amount
(%) (%)
Within 1 year (inclusive) 9,884,079.59 99.98 9,283,472.35 99.68
1-2 years (inclusive) - - 13,943.66 0.15
2-3 years (inclusive) - - - -
More than 3 years 2,452.00 0.02 15,750.00 0.17
Total 9,886,531.59 100.00 9,313,166.01 100.00
(2) As at 31 December 2022, the Group has no significant receipts in advance aged more than
one year.
30. Contract liabilities
(1) Presentation of contract liabilities
Item 31/12/2022 31/12/2021
Service fee received in advance 59,729,035.75 47,772,567.97
Port charges received in advance 55,045,635.27 122,718,356.71
Warehousing fee received in advance 3,048,588.90 15,698,102.34
Others 24,076,291.11 10,595,498.24
Total 141,899,551.03 196,784,525.26
(2) There are no significant changes in the carrying amount of contract liabilities during the
year.
(3) As at 31 December 2022, the Group has no significant contract liabilities aged more than
one year.
(4) Qualitative and quantitative analysis of contract liabilities
Contract liabilities mainly represent the amount received by the Group for the port services
provided to customers. The payment is collected according to the time agreed in the contract. The
Group recognizes contract revenue based on the progress of the contract. The contract liabilities
will be recognized as revenue after the Group fulfils its performance obligations.
- 107 -
CHINA MERCHANTS PORT GROUP CO., LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
(Unless otherwise specified, the monetary unit shall be RMB.)
(VIII) NOTES TO ITEMS IN THE CONSOLIDATED FINANCIAL STATEMENTS - continued
30. Contract liabilities - continued
(5) Revenue recognized in the year and included in the carrying amount of contract liabilities
at the beginning of the year
An amount of RMB 140,142,620.89 included in the carrying amount of contract liabilities at the
beginning of 2022 has been recognized as revenue in the current year, including contract
liabilities arising from settled but unfinished construction resulting from the contract of service
fees received in advance amounting to RMB 8,013,654.49, contract liabilities arising from settled
but unfinished construction resulting from the contract of port charges received in advance
amounting to RMB 116,799,424.52, contract liabilities arising from settled but unfinished
construction resulting from contract of warehousing fee received in advance amounting to RMB
5,750,669.26, and contract liabilities arising from settled but unfinished construction resulting
from other contracts amounting to RMB 9,578,872.62.
31. Employee benefits payable
(1) Presentation of employee benefits payable
Effect of
changes in the Increase for the Decrease for the
Item 31/12/2021 31/12/2022
scope of year year
consolidation
1. Short-term benefits 808,913,314.49 - 3,310,660,483.51 3,198,040,372.01 921,533,425.99
2. Post-employment benefits
6,125,899.58 - 343,308,676.05 336,051,060.70 13,383,514.93
- defined contribution plan
3. Termination benefits 5,900,000.00 - 15,889,694.23 19,366,411.45 2,423,282.78
4. Other benefits due within 1 year - - 4,157,316.73 4,157,316.73 -
5. Others -522,798.60 - 4,105,888.70 4,088,595.67 -505,505.57
Total 820,416,415.47 - 3,678,122,059.22 3,561,703,756.56 936,834,718.13
(2) Presentation of short-term benefits
Effect of
changes in the Increase for the Decrease for the
Item 31/12/2021 31/12/2022
scope of year year
consolidation
I. Wages and salaries, bonuses,
783,600,775.04 - 2,695,618,818.79 2,581,777,331.00 897,442,262.83
allowances and subsidies
II. Staff welfare - - 155,387,145.54 155,387,145.54 -
III. Social insurance contributions 9,058,171.24 - 186,709,033.43 185,221,665.23 10,545,539.44
Including: Medical insurance 7,678,856.08 - 158,869,279.10 157,916,591.22 8,631,543.96
Work injury insurance 47,248.95 - 16,735,913.65 16,729,245.83 53,916.77
Others 1,332,066.21 - 11,103,840.68 10,575,828.18 1,860,078.71
IV. Housing funds -74,747.24 - 195,607,230.11 195,627,543.34 -95,060.47
V. Labor union and employee
16,412,863.42 - 46,296,443.95 49,067,177.41 13,642,129.96
education funds
VI. Other short-term benefits -83,747.97 - 31,041,811.69 30,959,509.49 -1,445.77
Total 808,913,314.49 - 3,310,660,483.51 3,198,040,372.01 921,533,425.99
- 108 -
CHINA MERCHANTS PORT GROUP CO., LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
(Unless otherwise specified, the monetary unit shall be RMB.)
(VIII) NOTES TO ITEMS IN THE CONSOLIDATED FINANCIAL STATEMENTS - continued
31. Employee benefits payable - continued
(3) Defined benefit plans
Effect of
changes in the Increase for the Decrease for the
Item 31/12/2021 31/12/2022
scope of year year
consolidation
I. Basic pension 5,795,491.40 - 256,851,622.57 252,886,027.83 9,761,086.14
II. Unemployment insurance 43,200.24 - 4,199,055.46 4,193,228.79 49,026.91
III. Enterprise annuity 287,207.94 - 82,257,998.02 78,971,804.08 3,573,401.88
Total 6,125,899.58 - 343,308,676.05 336,051,060.70 13,383,514.93
The Company and its domestic subsidiaries participate in the pension insurance and
unemployment insurance plan established by government institutions as required. According to
such plans, the Group contributes in proportion to the local government. The Group has
established an enterprise annuity system, and accrues and pays the enterprise annuity according to
the enterprise annuity system of the Company and its domestic subsidiaries. In addition to above
contributions, the Group has no further payment obligations. The corresponding expenses are
included in profit or loss for the period or the cost of related assets when incurred.
32. Taxes payable
Item 31/12/2022 31/12/2021
Enterprise income tax 804,846,345.79 2,098,884,089.24
VAT 30,032,002.80 19,025,631.30
Other taxes 83,054,820.50 44,809,531.14
Total 917,933,169.09 2,162,719,251.68
33. Other payables
(1) Summary of other payables
Item 31/12/2022 31/12/2021
Dividends payable 92,374,921.29 48,803,019.31
Other payables 1,663,510,336.97 2,091,305,321.77
Total 1,755,885,258.26 2,140,108,341.08
- 109 -
CHINA MERCHANTS PORT GROUP CO., LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
(Unless otherwise specified, the monetary unit shall be RMB.)
(VIII) NOTES TO ITEMS IN THE CONSOLIDATED FINANCIAL STATEMENTS - continued
33. Other payables - continued
(2) Dividends payable
Item 31/12/2022 31/12/2021
Ordinary share dividends 92,374,921.29 48,803,019.31
Including: Zhanjiang Infrastructure Construction Investment
41,400,234.06 -
Group Co., Ltd.
China Merchants Zhangzhou Development Zone Co., Ltd. (Note) 20,000,000.00 20,000,000.00
Dalian Port Container Development Co., Ltd.
14,000,000.00 18,349,264.69
("Dalian Port Container") (Note)
Sri Lanka Ports Authority 10,446,900.00 -
Dalian City Investment Holding Group Co., Ltd. 3,527,787.23 3,527,787.23
Dalian Port Jifa Logistics Co., Ltd. ("Jifa Logistics") 3,000,000.00 4,945,967.80
Qingdao Qingbao Investment Holding Co., Ltd. - 1,979,999.59
Note: As at 31 December 2022, the significant dividends payable over one year include RMB
20,000,000.00 due to China Merchants Zhangzhou Development Zone Co., Ltd. and RMB
14,000,000.00 due to Dalian Port Container, which are dividends not yet distributed to the
investors.
(3) Other payables
(a) Disclosure of other payables by nature
Item 31/12/2022 31/12/2021
Amount payable for construction and quality warranty 643,816,817.51 821,093,777.44
Deposits 221,628,920.81 446,198,541.16
Accrued expenses 190,048,988.98 198,863,463.79
Customer discount (Note) 164,622,341.62 102,393,978.35
Port construction and security fee 36,697,168.04 59,026,576.51
Balance of payment for transfer of land use rights 11,295,700.00 11,295,700.00
Others 395,400,400.01 452,433,284.52
Total 1,663,510,336.97 2,091,305,321.77
Note 1: Refer to Note (VIII) 50 (3) for details.
- 110 -
CHINA MERCHANTS PORT GROUP CO., LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
(Unless otherwise specified, the monetary unit shall be RMB.)
(VIII) NOTES TO ITEMS IN THE CONSOLIDATED FINANCIAL STATEMENTS - continued
33. Other payables - continued
(3) Other payables - continued
(b) Significant other payables aged over 1 year
Company name Amount payable Aging Reason for being outstanding
Transport Bureau of Shenzhen Municipality
79,639,296.08 2-3 years and more than 3 years To be paid upon confirmation by both parties
(Ports Administration of Shenzhen Municipality)
Zhanjiang Transportation Bureau 44,941,876.39 1-2 years and 2-3 years To be paid upon confirmation by both parties
The contracted settlement condition has not
Shanghai Zhenhua Heavy Industries Co., Ltd. 35,727,372.57 1-2 years and more than 3 years
been reached
Shantou Transportation Bureau 31,358,355.47 More than 3 years To be paid upon confirmation by both parties
Guangdong JIAYE Reserve Logistics Co., Ltd. 25,000,000.00 2-3 years To be paid upon confirmation by both parties
CCCC Fourth Harbor Engineering Co., Ltd. 23,261,795.77 1-2 years and 2-3 years To be paid upon confirmation by both parties
The contracted settlement condition has not
China First Metallurgical Group Co., Ltd. 16,798,178.60 2-3 years
been reached
The contracted settlement condition has not
Suhua Construction Group Co., Ltd. 12,717,406.19 1-2 years
been reached
Shenzhen Bulk Cement Office 12,238,226.14 More than 3 years To be paid upon confirmation by both parties
Dalian Huarui Heavy Industry Group Co., Ltd 12,169,705.81 2-3 years To be paid upon confirmation by both parties
Wuxi Huadong Heavy Machinery Co., Ltd. 10,090,410.68 1-2 years To be paid upon confirmation by both parties
China Merchants Real Estate (Shenzhen) Co., Ltd. 10,079,369.00 More than 3 years To be paid upon confirmation by both parties
The contracted settlement condition has not
Guangdong Hengtai Guotong Industrial Co., Ltd. 10,000,000.00 More than 3 years
been reached
Shantou Finance Bureau 10,000,000.00 More than 3 years To be paid upon confirmation by both parties
Shenzhen Penglilong Industrial Co., Ltd. 8,157,000.00 2-3 years and more than 3 years To be paid upon confirmation by both parties
Shaanxi Nonferrous Construction Co., Ltd. 7,880,134.55 1-2 years, 2-3 years To be paid upon confirmation by both parties
The contracted settlement condition has not
CCCC Third Harbor Engineering Co., Ltd. 6,829,964.04 1-2 years and more than 3 years
been reached
Shenzhen Aohua Zhongmao Industry Co., Ltd. 6,156,000.00 2-3 years and more than 3 years To be paid upon confirmation by both parties
The contracted settlement condition has not
CCCC Guangzhou Dredging Co., Ltd. 6,059,593.85 1-2 years
been reached
Total 369,104,685.14
34. Non-current liabilities due within one year
Item 31/12/2022 31/12/2021
Long-term borrowings due within one year (Note VIII 36) 2,313,191,859.96 1,187,781,073.61
Including: Credit borrowings 1,368,934,869.99 399,437,084.19
Guaranteed borrowings 219,564,028.82 158,812,554.95
Mortgage and pledged borrowings 724,692,961.15 629,531,434.47
Bonds payable due within one year (Note VIII 37) 8,668,651,537.27 6,554,177,357.66
Lease liabilities due within one year (Note VIII 38) 306,942,164.80 298,117,295.41
Long-term payables due within one year (Note VIII 39) 155,665,725.85 139,696,643.49
Long-term employee benefits payable due within one year
54,414,877.57 64,306,914.00
(Note VIII 40)
Other non-current liabilities due within one year (Note VIII 43) 142,357,523.50 24,130,000.00
Total 11,641,223,688.95 8,268,209,284.17
35. Other current liabilities
Item 31/12/2022 31/12/2021
Short-term bonds payable 3,017,713,424.64 2,002,416,438.36
Accrued professional agency fee 124,799,040.22 128,664,439.94
Others 18,635,061.10 27,416,897.55
Total 3,161,147,525.96 2,158,497,775.85
- 111 -
CHINA MERCHANTS PORT GROUP CO., LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
(Unless otherwise specified, the monetary unit shall be RMB.)
(VIII) NOTES TO ITEMS IN THE CONSOLIDATED FINANCIAL STATEMENTS - continued
35. Other current liabilities - continued
Changes in short-term bonds payable:
Interest Amortization of
Date of Term of Amount issued in Repayment in
Name of bond Face value Amount of issue 31/12/2021 accrued based premiums or 31/12/2022
issue the bond the current year the current year
on par value discounts
2.45% RMB 2 billion Super &
2,000,000,000.00 2021-12-13 90 days 2,000,000,000.00 2,002,416,438.36 - 9,665,753.42 - 2,012,082,191.78 -
Short-term Commercial Paper
2.32% RMB 2 billion Super &
2,000,000,000.00 2022-1-17 90 days 2,000,000,000.00 - 2,000,000,000.00 11,441,095.89 - 2,011,441,095.89 -
Short-term Commercial Paper
2.15% RMB 1 billion Super &
1,000,000,000.00 2022-3-2 180 days 1,000,000,000.00 - 1,000,000,000.00 10,602,739.73 - 1,010,602,739.73 -
Short-term Commercial Paper
2.13% RMB 2 billion Super &
2,000,000,000.00 2022-3-28 180 days 2,000,000,000.00 - 2,000,000,000.00 21,008,219.18 - 2,021,008,219.18 -
Short-term Commercial Paper
2.00% RMB 2 billion Super &
2,000,000,000.00 2022-6-14 180 days 2,000,000,000.00 - 2,000,000,000.00 19,726,027.40 - 2,019,726,027.40 -
Short-term Commercial Paper
1.75% RMB 1 billion Super &
1,000,000,000.00 2022-9-1 270 days 1,000,000,000.00 - 1,000,000,000.00 5,657,534.24 - - 1,005,657,534.24
Short-term Commercial Paper
1.93% RMB 2 billion Super &
2,000,000,000.00 2022-9-8 180 days 2,000,000,000.00 - 2,000,000,000.00 12,055,890.40 - - 2,012,055,890.40
Short-term Commercial Paper
Total 12,000,000,000.00 12,000,000,000.00 2,002,416,438.36 10,000,000,000.00 90,157,260.26 - 9,074,860,273.98 3,017,713,424.64
- 112 -
CHINA MERCHANTS PORT GROUP CO., LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
(Unless otherwise specified, the monetary unit shall be RMB.)
(VIII) NOTES TO ITEMS IN THE CONSOLIDATED FINANCIAL STATEMENTS - continued
36. Long-term borrowings
Range of year-end
Category 31/12/2022 31/12/2021
interest rate
Credit borrowings 12,319,883,867.05 5,366,543,524.76 1.20%-5.17%
Guaranteed borrowings (Note 1) 1,020,670,858.02 1,076,679,935.08 1.20%-13.58%
Mortgage and pledged borrowings (Note 2) 1,362,736,312.74 1,889,397,484.66 3.72%-7.08%
Total 14,703,291,037.81 8,332,620,944.50
Less: Long-term borrowings due within one year 2,313,191,859.96 1,187,781,073.61
Including: Credit borrowings 1,368,934,869.99 399,437,084.19
Guaranteed borrowings 219,564,028.82 158,812,554.95
Mortgage and pledged borrowings 724,692,961.15 629,531,434.47
Long-term borrowings due after one year 12,390,099,177.85 7,144,839,870.89
Note 1: The borrowings were guaranteed by Magang Godown & Wharf, China Merchants Port
(Shenzhen) Co., Ltd., CM Port and Guangdong Zhanjiang Logistics Co., Ltd.
Note 2: As at 31 December 2022, the Group obtained the long-term borrowings of
RMB1,362,736,312.74 (31 December 2021: RMB1,889,397,484.66) with its entire equity
in Colombo International Container Terminals Limited (hereinafter referred to as
"CICT"), the entire equity in Thesar Maritime Limited (hereinafter referred to as "TML"),
the land use rights with property right, fixed assets and construction in progress of Yide
Port, the land use rights with property right of Shenzhen Haixing Harbor Development
Co., Ltd. (hereinafter referred to as "Shenzhen Haixing"), as well as the land use rights
with property right and fixed assets of CM Port (Zhoushan) RoRo Wharf Co., Ltd.
(hereinafter referred to as "Zhoushan RoRo"), mortgaged as collaterals.
Details of mortgage and pledged borrowings are as follows:
Company name 31/12/2022 31/12/2021 Collateral and pledge
China Development Bank Corporation 494,997,308.55 747,186,761.93 The Group's entire equity in CICT
Bank of China Qianhai Shekou Branch 280,013,198.30 241,370,822.03 Land use rights of Shenzhen Haixing
Land use rights, fixed assets and
China Construction Bank Shunde Branch 236,479,995.32 264,182,129.41
construction in progress of Yide Port
International Finance Corporation 123,849,460.76 230,966,536.60
African Development Bank 56,864,864.36 106,074,913.93
Nederlandse Financierings-Maatschappij voor
46,859,749.65 87,410,830.23
Ontwikkelingslanden N.V.
The OpecFund For International Development 40,139,904.25 74,876,376.58 The Group's entire equity in TML
Societe de Promotion et de Participation pour
40,170,265.09 74,932,105.74
la Cooperation Economique S.A.
Deutsche Investitions-und
33,449,920.21 62,397,008.21
Entwicklungsgesellschaft MBH
Land use rights and fixed assets of
China Minsheng Bank Co., Ltd. Zhoushan Branch 9,911,646.25 -
Zhoushan RoRo
Total 1,362,736,312.74 1,889,397,484.66
Note: See Note (VIII) 63 for the above mortgages and pledges.
- 113 -
CHINA MERCHANTS PORT GROUP CO., LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
(Unless otherwise specified, the monetary unit shall be RMB.)
(VIII) NOTES TO ITEMS IN THE CONSOLIDATED FINANCIAL STATEMENTS - continued
37. Bonds payable
(1) Bonds payable
Item 31/12/2022 31/12/2021
4.375% USD 900 million corporate bond 6,371,347,105.64 5,814,296,318.30
5.000% USD 600 million corporate bond 4,227,154,465.35 3,859,622,116.07
4.750% USD 500 million corporate bond 3,542,544,662.47 3,236,350,690.37
4.000% USD 500 million corporate bond 3,482,186,896.02 -
2.690% RMB 3 billion corporate bond 3,027,415,890.40 -
2.450% RMB 3 billion corporate bond 3,023,560,273.97 -
3.520% RMB 2 billion corporate bond 2,050,147,945.19 2,050,147,945.19
3.360% RMB 2 billion corporate bond 2,032,587,397.25 2,032,587,397.26
5.000% USD 500 million corporate bond - 3,207,848,098.69
4.890% RMB 2.5 billion corporate bond - 2,585,407,534.25
IPCA + 7.816% BRL300 million corporate bond - 438,789,671.67
Total 27,756,944,636.29 23,225,049,771.80
Less: Bonds payable due within one year 8,668,651,537.27 6,554,177,357.66
Bonds payable due after one year 19,088,293,099.02 16,670,872,414.14
- 114 -
CHINA MERCHANTS PORT GROUP CO., LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
(Unless otherwise specified, the monetary unit shall be RMB.)
(VIII) NOTES TO ITEMS IN THE CONSOLIDATED FINANCIAL STATEMENTS - continued
37. Bonds payable - continued
(2) Changes in bonds payable
Effect of translation
Amount issued Interest accrued Amortization of financial
Date of Term of Repayment in
Name of bonds Face value Amount of issue 31/12/2021 in the current based on par of premiums statements 31/12/2022
issue the bond current year
year value or discounts denominated in
foreign currencies
4.375% USD 900 million corporate bond USD 900,000,000.00 2018-8-6 5 years USD 900,000,000.00 5,814,296,318.30 - 264,896,739.04 11,073,294.93 264,383,189.24 545,463,942.61 6,371,347,105.64
5.000% USD 600 million corporate bond USD 600,000,000.00 2018-8-6 10 years USD 600,000,000.00 3,859,622,116.07 - 201,826,086.88 5,180,268.23 201,434,810.85 361,960,805.02 4,227,154,465.35
4.750% USD 500 million corporate bond USD 500,000,000.00 2015-8-3 10 years USD 500,000,000.00 3,236,350,690.37 - 159,745,629.95 5,992,447.04 159,745,630.01 300,201,525.12 3,542,544,662.47
5.000% USD 500 million corporate bond USD 500,000,000.00 2012-5-4 10 years USD 500,000,000.00 3,207,848,098.69 - 56,051,102.73 2,373,647.20 3,453,390,105.04 187,117,256.42 -
4.890% RMB 2.5 billion corporate bond 2,500,000,000.00 2017-4-21 5 years 2,500,000,000.00 2,585,407,534.25 - 36,842,465.75 - 2,622,250,000.00 - -
3.360% RMB2 billion corporate bond 2,000,000,000.00 2020-7-7 3 years 2,000,000,000.00 2,032,587,397.26 - 67,199,999.99 - 67,200,000.00 - 2,032,587,397.25
3.520% RMB2 billion corporate bond 2,000,000,000.00 2021-4-14 3 years 2,000,000,000.00 2,050,147,945.19 - 70,400,000.00 - 70,400,000.00 - 2,050,147,945.19
IPCA + 7.816% BRL300 million
BRL299,632,900.00 2016-11-7 6 years BRL 299,632,900.00 438,789,671.67 - 52,973,250.12 55,225,349.19 617,313,997.29 70,325,726.31 -
corporate bond
4.000% USD 500 million corporate bond USD 500,000,000.00 2022-6-1 5 years USD 500,000,000.00 - 3,351,484,939.46 79,052,449.94 1,561,139.17 67,422,791.10 117,511,158.55 3,482,186,896.02
2.690% RMB 3 billion corporate bond 3,000,000,000.00 2022-8-29 3 years 3,000,000,000.00 - 3,000,000,000.00 27,415,890.40 - - - 3,027,415,890.40
2.450% RMB 3 billion corporate bond 3,000,000,000.00 2022-9-5 2 years 3,000,000,000.00 - 3,000,000,000.00 23,560,273.97 - - - 3,023,560,273.97
Total 23,225,049,771.80 9,351,484,939.46 1,039,963,888.77 81,406,145.76 7,523,540,523.53 1,582,580,414.03 27,756,944,636.29
Less: Bonds payable due within one year 6,554,177,357.66 8,668,651,537.27
Bonds payable due after one year 16,670,872,414.14 19,088,293,099.02
- 115 -
CHINA MERCHANTS PORT GROUP CO., LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
(Unless otherwise specified, the monetary unit shall be RMB.)
(VIII) NOTES TO ITEMS IN THE CONSOLIDATED FINANCIAL STATEMENTS - continued
38. Lease liabilities
(1) Lease liabilities
Category 31/12/2022 31/12/2021
Lease payment 1,963,098,776.36 2,060,643,997.13
Unrecognized financing cost -707,805,697.52 -707,331,795.63
Total 1,255,293,078.84 1,353,312,201.50
Less: Lease liabilities due within one year 306,942,164.80 298,117,295.41
Lease liabilities due after one year 948,350,914.04 1,055,194,906.09
(2) Maturity of lease liabilities
Item 31/12/2022
Minimum lease payments under non-cancellable leases:
1st year subsequent to the balance sheet date 364,803,817.74
2nd year subsequent to the balance sheet date 215,854,408.62
3rd year subsequent to the balance sheet date 48,250,795.11
Subsequent years 1,334,189,754.89
Total 1,963,098,776.36
The Group is not exposed to any significant liquidity risk associated with lease liabilities.
39. Long-term payables
(1) Summary of long-term payables
Item 31/12/2022 31/12/2021
Long-term payables 3,698,632,219.45 3,540,616,228.99
Special payables 8,349,096.71 21,259,780.90
Total 3,706,981,316.16 3,561,876,009.89
Less: Long-term payables due within one year 155,665,725.85 139,696,643.49
Long-term payables due after one year 3,551,315,590.31 3,422,179,366.40
(2) Long-term payables
Item 31/12/2022 31/12/2021
Terminal management rights (Note 1) 3,657,579,951.15 3,125,647,576.58
Finance lease payable (Note 2) 41,052,268.30 -
Payable to minority shareholders of subsidiaries - 411,858,969.58
Others - 3,109,682.83
Total 3,698,632,219.45 3,540,616,228.99
Less: Long-term payables due within one year 155,665,725.85 139,696,643.49
Long-term payables due after one year 3,542,966,493.60 3,400,919,585.50
- 116 -
CHINA MERCHANTS PORT GROUP CO., LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
(Unless otherwise specified, the monetary unit shall be RMB.)
(VIII) NOTES TO ITEMS IN THE CONSOLIDATED FINANCIAL STATEMENTS - continued
39. Long-term payables - continued
(2) Long-term payables - continued
Note 1: On 12 August 2011, the Group reached a 35-year building, operation and transfer agreement
through the subsidiary CICT and Sri Lanka Port Authority on the building, operation,
management and development of Colombo Port South Container Terminal (hereinafter referred
to as "BOT"). The above-mentioned amount payable for the acquisition of terminal
management rights is determined by discounting the amount to be paid in the future using the
prevailing market interest rate according to the BOT agreement. As at 31 December 2022, the
amount payable for the acquisition of terminal management rights is RMB 867,784,742.01.
TCP, a subsidiary of the Company, entered into a franchise agreement on the Port of
Paranaguáwith the Administration of the Ports of Paranaguá and Antonina- APPA
(hereinafter referred to as "APPA"). The agreement provides for an initial term of 25 years
for the franchising rights. In April 2016, TCP and APPA entered into the Supplemental
Agreement, which extends the term to 50 years and will be expired in October 2048.
On 9 September 2021, TCP, a subsidiary of the Company, entered into a supplemental
agreement to the Lease Agreement with APPA for the franchising rights of the Ports of
Paranaguá and Antonina, pursuant to which the base figure for the calculation of
franchising rights for the Ports of Paranaguáand Antonina was adjusted from Brazil IGP-
M Inflation Index ("IGP-M index") to the Extended National Consumer Price Index
("IPCA index") of Brazilian Institute of Geography and Statistics("IBGE"). In November
2021, TCP readjusted the franchising rights using the IPCA index. As at 31 December
2022, the amount of franchising rights payable was RMB 2,789,795,209.14.
Note 2: On 15 June 2022, Zhoushan RoRo, a subsidiary of the Company, entered into a finance
lease contract for sale and leaseback with China Merchants Finance Leasing (Tianjin) Co.,
Ltd.
(3) Special payables
Increase for Decrease for
Item 31/12/2021 31/12/2022 Reason
the year the year
Refunds of port
12,675,502.52 - 12,675,502.52 - Note 1
construction fee
Employee housing fund 4,686,678.97 439,962.71 - 5,126,641.68 Note 2
Innovation workshop
3,897,599.41 - 675,144.38 3,222,455.03
for model workers
Total 21,259,780.90 439,962.71 13,350,646.90 8,349,096.71
- 117 -
CHINA MERCHANTS PORT GROUP CO., LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
(Unless otherwise specified, the monetary unit shall be RMB.)
(VIII) NOTES TO ITEMS IN THE CONSOLIDATED FINANCIAL STATEMENTS - continued
39. Long-term payables - continued
(3) Special payables - continued
Note 1: This represents the refund of the construction fee received by the Group from the Ministry
of Transport, Shenzhen Municipal Transportation Bureau. According to the "Port
Construction Fee Management Measures" promulgated by the Ministry of Finance, this
payment is dedicated to the construction of water transport infrastructure and terminal
construction, which has been fully used in the current period.
Note 2: This represents the repairing fund for public areas and public facilities and equipment
established after the Group sells the public-owned house on the collectively allocated land
to employees. The fund is contributed by all the employees having ownership of the house
according to the rules and is specially managed and used for specific purpose.
40. Long-term employee benefits payable
(1) Long-term employee benefits payable
Item 31/12/2022 31/12/2021
Post-employment benefits - net liabilities of defined benefit plans 516,950,669.03 463,858,274.44
Termination benefits 64,274,552.96 71,467,335.47
Others (Note) 112,285,587.01 117,662,796.72
Total 693,510,809.00 652,988,406.63
Less: Long-term employee benefits payable due within one year 54,414,877.57 64,306,914.00
Long-term employee benefits payable due after one year 639,095,931.43 588,681,492.63
Note: This represents the employee relocation costs of the Company's subsidiary Shantou Port in
connection with land acquisition and reservation.
(2) Changes in defined benefit plans
Present value of defined benefit plan obligations:
Item 2022 2021
I. Opening balance 463,858,274.44 429,830,989.42
II. Defined benefit cost included in profit or loss for the period 24,392,165.72 26,633,751.24
1. Current service cost 11,191,538.44 11,482,700.68
2. Past service cost - -
3. Interest adjustment 13,200,627.28 15,151,050.56
III. Defined benefit cost included in other comprehensive income 50,820,198.04 31,841,388.55
1. Actuarial gains 49,959,657.35 32,665,927.62
2. Effect of exchange rate changes 860,540.69 -824,539.07
IV. Other changes -22,119,969.17 -24,447,854.77
1. Benefits paid -22,119,969.17 -24,447,854.77
2. Changes in the scope of consolidation - -
V. Closing balance 516,950,669.03 463,858,274.44
- 118 -
CHINA MERCHANTS PORT GROUP CO., LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
(Unless otherwise specified, the monetary unit shall be RMB.)
(VIII) NOTES TO ITEMS IN THE CONSOLIDATED FINANCIAL STATEMENTS - continued
40. Long-term employee benefits payable - continued
(2) Changes in defined benefit plans - continued
The Company's subsidiaries provide the registered retirees and in-service staff with
supplementary post-employment benefit plans.
The Group hired a third-party actuary to estimate the present value of the above-mentioned
retirement benefit plan obligations in an actuarial manner based on the expected cumulative
welfare unit method. The Group recognizes the liabilities based on the actuarial results. The
relevant actuarial gains or losses are included in other comprehensive income and cannot be
reclassified into profit or loss in the future. Past service costs are recognized in profit or loss for
the period in which the plan is revised. The net interest is determined by multiplying the defined
benefit plan net debt or net assets by the appropriate discount rate.
41. Provisions
Effect of
translation of
financial
Increase for Decrease for
Item 31/12/2021 statements 31/12/2022 Reason
the year the year
denominated in
foreign
currencies
Pending litigation 23,243,718.18 17,513,729.66 9,547,298.48 4,155,007.07 35,365,156.43 Note
Sales discount - 193,589,600.16 193,589,600.16 - -
Other 1,003,584.24 - 1,003,584.24 - -
Total 24,247,302.42 211,103,329.82 204,140,482.88 4,155,007.07 35,365,156.43
Note: This represents the estimated compensation amount that the Company's subsidiary TCP
may need to pay due to the pending litigation.
42. Deferred income
Decrease for the
Item 31/12/2021 Increase for the year 31/12/2022
year
Government grants 1,075,566,122.15 1,565,800.00 45,858,732.41 1,031,273,189.74
Unrealized sale-and-
391,762.76 - 391,762.76 -
leaseback income
Total 1,075,957,884.91 1,565,800.00 46,250,495.17 1,031,273,189.74
- 119 -
CHINA MERCHANTS PORT GROUP CO., LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
(Unless otherwise specified, the monetary unit shall be RMB.)
(VIII) NOTES TO ITEMS IN THE CONSOLIDATED FINANCIAL STATEMENTS - continued
42. Deferred income - continued
Items involving government grants are as follows:
Amount
Related to assets
Category 31/12/2021 Addition recognized in 31/12/2022
/related to income
other income
Refund from marine reclamation land 336,471,484.55 - 19,349,167.92 317,122,316.63 Related to assets
Tonggu channel widening project (Note) 262,314,289.68 - 7,057,783.56 255,256,506.12 Related to assets
Special subsidies for facilities and equipment 233,339,756.18 - 10,372,155.79 222,967,600.39 Related to assets
West public channel widening project at West
208,661,435.58 - 5,439,716.28 203,221,719.30 Related to assets
port area (Note)
Government subsidies for intelligent system 13,471,673.46 1,090,800.00 1,626,034.95 12,936,438.51 Related to assets
Refund of land transfer charges 6,301,466.61 - 267,200.04 6,034,266.57 Related to assets
Subsidy for green and low carbon port project 140,390.02 - 140,390.02 - Related to assets
Others 14,865,626.07 475,000.00 1,606,283.85 13,734,342.22 Related to assets
Total 1,075,566,122.15 1,565,800.00 45,858,732.41 1,031,273,189.74
Note: Refer to Note (VIII) 23 for details.
43. Other non-current liabilities
Item 31/12/2022 31/12/2021
Actuarial cost for the calculation of pension benefit difference
175,742,813.67 176,939,999.96
for the public security bureau staff (Note 1)
Third party borrowings (Note 2) 143,755,523.50 -
Berth priority call right (Note 3) 4,480,217.05 9,595,454.89
Related party borrowings (Note 2) 3,162,000.00 -
Others 1,600,086.28 660,123.68
Total 328,740,640.50 187,195,578.53
Less: Other non-current liabilities due within one year 142,357,523.50 24,130,000.00
Including: Third party borrowings 123,755,523.50 -
Actuarial cost for the calculation of pension benefits
15,440,000.00 24,130,000.00
difference for the public security bureau staff
Related party borrowings 3,162,000.00 -
Other non-current liabilities due after one year 186,383,117.00 163,065,578.53
Note 1: Refer to Note (VIII) 49 for details.
Note 2: This represents the principal and interest on borrowings of the subsidiary of the Company
Shunkong Port from its minority shareholder Guangdong Shunkong City Investment Real
Estate Co., Ltd. and its related party Guangdong Shunkong Transportation Investment Co.,
Ltd.
Note 3: This represents the berth priority call right as agreed in the contract entered into with the
customers in 2003, with total amount of USD14 million. The Group must give priority to
the berthing requirements of the contracted customers during the contract period. The
Group amortized the berth priority right over 20 years using straight-line method. In 2022,
the amount included in operating income is RMB 5,115,237.84.
- 120 -
CHINA MERCHANTS PORT GROUP CO., LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
(Unless otherwise specified, the monetary unit shall be RMB.)
(VIII) NOTES TO ITEMS IN THE CONSOLIDATED FINANCIAL STATEMENTS - continued
44. Share capital
Changes for the year
Capitalization
Item 31/12/2021 New issue 31/12/2022
Bonus issue of surplus Others Sub-total
of share
reserve
2022
I. Restricted tradable shares
1. State-owned shares - - - - - - -
2. State-owned legal person shares (Note 1) - 576,709,537.00 - - - 576,709,537.00 576,709,537.00
3. Other domestic shares 9,821.00 - - - -2,455.00 -2,455.00 7,366.00
4. Foreign shares (Note2) 1,148,648,648.00 - - - -1,148,648,648.00 -1,148,648,648.00 -
Total restricted tradable shares 1,148,658,469.00 576,709,537.00 - - -1,148,651,103.00 -571,941,566.00 576,716,903.00
II. Non-restricted tradable shares - - - - - -
1. Ordinary shares denominated in RMB 593,819,745.00 - - - 1,148,648,973.00 1,148,648,973.00 1,742,468,718.00
2. Foreign capital shares listed domestically 179,886,910.00 - - - 2,130.00 2,130.00 179,889,040.00
3. Foreign capital shares listed overseas - - - - - - -
4. Others - - - - - - -
Total non-restricted tradable shares 773,706,655.00 - - - 1,148,651,103.00 1,148,651,103.00 1,922,357,758.00
III. Total shares 1,922,365,124.00 576,709,537.00 - - - 576,709,537.00 2,499,074,661.00
- 121 -
CHINA MERCHANTS PORT GROUP CO., LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
(Unless otherwise specified, the monetary unit shall be RMB.)
(VIII) NOTES TO ITEMS IN THE CONSOLIDATED FINANCIAL STATEMENTS - continued
44. Share capital - continued
Changes for the year
Capitalization
Item 31/12/2020 New issue 31/12/2021
Bonus issue of surplus Others Sub-total
of share
reserve
2021
I. Restricted tradable shares
1. State-owned shares - - - - - - -
2. State-owned legal person shares - - - - - - -
3. Other domestic shares 9,496.00 - - - 325.00 325.00 9,821.00
4. Foreign shares 1,148,648,648.00 - - - - - 1,148,648,648.00
Total restricted tradable shares 1,148,658,144.00 - - - 325.00 325.00 1,148,658,469.00
II. Non-restricted tradable shares
1. Ordinary shares denominated in RMB 593,820,070.00 - - - -325.00 -325.00 593,819,745.00
2. Foreign capital shares listed domestically 179,886,910.00 - - - - - 179,886,910.00
3. Foreign capital shares listed overseas - - - - - - -
4. Others - - - - - - -
Total non-restricted tradable shares 773,706,980.00 - - - -325.00 -325.00 773,706,655.00
III. Total shares 1,922,365,124.00 - - - - - 1,922,365,124.00
Note 1: The changes for the year represent 576,709,537 A-shares issued by the Company to Zhejiang Haigang Investment Operation Group Co., Ltd.
in a private placement at RMB 18.50 per share. The net proceeds after deducting all issuing expenses amount to RMB 10,632,533,330.40,
increasing the share capital by RMB 576,709,537.00 and capital reserve by RMB 10,055,823,793.40.
Note 2: On 30 October 2018, pursuant to the Reply of China Securities Regulatory Commission to Approve Shenzhen Chiwan Wharf Holdings Ltd.
on Issuing Shares to China Merchants Investment Development Company Limited for Acquisition of Assets and Raising Supporting Funds
(Zheng Jian Xu Ke [2018] No.1750), the Company issued 1,148,648,648 A-shares to China Merchants Investment Development Company
Limited, which were listed on SZSE on 26 December 2018, subject to a sale restriction for a period of 36 months from the listing date with an
automatic 6-month extension. The restricted shares began to be circulated in 2022, and were transferred into non-restricted shares.
- 122 -
CHINA MERCHANTS PORT GROUP CO., LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
(Unless otherwise specified, the monetary unit shall be RMB.)
(VIII) NOTES TO ITEMS IN THE CONSOLIDATED FINANCIAL STATEMENTS - continued
45. Capital Reserve
Item 31/12/2021 Increase Decrease 31/12/2022
2022
Capital premium 23,189,922,809.62 11,018,890,153.88 - 34,208,812,963.50
Including: Capital contributed by investors (Note 1) 7,012,992,483.94 10,055,823,793.40 - 17,068,816,277.34
Differences arising from business combination
13,302,937,205.73 - - 13,302,937,205.73
involving enterprises under common control
Differences arising from acquisition of minority
1,215,209,939.74 950,213,874.28 - 2,165,423,814.02
interests (Note 2)
Others 1,658,783,180.21 12,852,486.20 - 1,671,635,666.41
Other capital reserve 402,779,949.08 151,303,029.21 11,255,106.54 542,827,871.75
Including: Transfer from capital reserve under the previous
-2,781,133.00 - - -2,781,133.00
accounting system
Unexercised share-based payment (Note 3) 9,956,938.60 5,617,671.30 9,983,207.90 5,591,402.00
Other changes in owners' equity of the investee
under equity method other than changes in net
395,604,143.48 145,685,357.91 1,271,898.64 540,017,602.75
profit or loss, profit distribution and other
comprehensive income
Total 23,592,702,758.70 11,170,193,183.09 11,255,106.54 34,751,640,835.25
2021
Capital premium 22,730,949,021.44 501,665,416.93 42,691,628.75 23,189,922,809.62
Including: Capital contributed by investors 7,012,992,483.94 - - 7,012,992,483.94
Differences arising from business combination
13,345,628,834.48 - 42,691,628.75 13,302,937,205.73
involving enterprises under common control
Differences arising from acquisition of minority
714,658,981.71 500,550,958.03 - 1,215,209,939.74
interests
Others 1,657,668,721.31 1,114,458.90 - 1,658,783,180.21
Other capital reserve 108,649,303.12 353,196,864.64 59,066,218.68 402,779,949.08
Including: Transfer from capital reserve under the previous
-2,781,133.00 - - -2,781,133.00
accounting system
Unexercised share-based payment 10,096,607.62 11,870,209.58 12,009,878.60 9,956,938.60
Other changes in owners' equity of the investee
under equity method other than changes in net
101,333,828.50 341,326,655.06 47,056,340.08 395,604,143.48
profit or loss, profit distribution and other
comprehensive income
Total 22,839,598,324.56 854,862,281.57 101,757,847.43 23,592,702,758.70
Note 1: Refer to Note (VIII) 44 for details.
Note 2: The changes for the year mainly represent the dividends attributable to CM Port that the
Company chose to acquire in the form of share replacement and shareholding increase,
which increased the capital reserve by RMB 950,213,874.28. Refer to Note (X) 2 for details.
Note 3: Refer to Note (XIV) 2 for details.
- 123 -
CHINA MERCHANTS PORT GROUP CO., LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
(Unless otherwise specified, the monetary unit shall be RMB.)
(VIII) NOTES TO ITEMS IN THE CONSOLIDATED FINANCIAL STATEMENTS - continued
46. Other comprehensive income
2022
Less: Amount
included in other
comprehensive
Attributable to Attributable to
income in the Other
Item 31/12/2021 Pre-tax amount Less: Income tax owners of the minority 31/12/2022
prior period but changes
for the year expenses Company, net of shareholders, net
transferred to
tax of tax
profit or loss in
the current
period
2022
I. Other comprehensive income that will not be reclassified subsequently
81,233,996.26 -72,230,027.20 - 329,334.05 -22,706,023.29 -49,853,337.96 7,513,669.91 51,014,303.06
to profit or loss
Including: Changes arising from remeasurement of defined benefit plans 2,603,415.85 -49,039,668.45 - - -12,793,128.73 -36,246,539.72 - -10,189,712.88
Other comprehensive income that can't be reclassified to
2,643,088.68 -25,906,733.50 - - -11,550,762.02 -14,355,971.48 - -8,907,673.34
profit or loss under equity method
Changes in fair value of other equity instruments 75,987,491.73 2,716,374.75 - 329,334.05 1,637,867.46 749,173.24 7,513,669.91 70,111,689.28
II. Other comprehensive income that will be reclassified subsequently to
-971,359,314.44 1,696,086,234.25 - - 228,808,762.94 1,467,277,471.31 - -742,550,551.50
profit or loss
Including: Other comprehensive income that may be reclassified to
49,431,519.10 -246,633,232.89 - - -110,193,707.53 -136,439,525.36 - -60,762,188.43
profit or loss under equity method
Translation differences of financial statements denominated
-1,020,790,833.54 1,942,719,467.14 - - 339,002,470.47 1,603,716,996.67 - -681,788,363.07
in foreign currencies
Total other comprehensive income -890,125,318.18 1,623,856,207.05 - 329,334.05 206,102,739.65 1,417,424,133.35 7,513,669.91 -691,536,248.44
- 124 -
CHINA MERCHANTS PORT GROUP CO., LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
(Unless otherwise specified, the monetary unit shall be RMB.)
(VIII) NOTES TO ITEMS IN THE CONSOLIDATED FINANCIAL STATEMENTS - continued
46. Other comprehensive income - continued
2021
Less: Amount
included in other
comprehensive
Attributable to Attributable to
income in the Other
Item 31/12/2020 Pre-tax amount Less: Income tax owners of the minority 31/12/2021
prior period but changes
for the year expenses Company, net of shareholders, net
transferred to
tax of tax
profit or loss in
the current
period
2021
I. Other comprehensive income that will not be reclassified subsequently
81,416,891.26 -11,657,252.55 - -398,211.33 -316,112.17 -10,942,929.05 -133,217.17 81,233,996.26
to profit or loss
Including: Changes arising from remeasurement of defined benefit plans 11,318,269.18 -32,665,927.62 - - -8,714,853.33 -23,951,074.29 - 2,603,415.85
Other comprehensive income that can't be reclassified to
-6,986,086.44 22,223,934.38 - - 9,495,957.95 12,727,976.43 -133,217.17 2,643,088.68
profit or loss under equity method
Changes in fair value of other equity instruments 77,084,708.52 -1,215,259.31 - -398,211.33 -1,097,216.79 280,168.81 - 75,987,491.73
II. Other comprehensive income that will be reclassified subsequently to
-908,114,194.32 -700,532,642.69 - - -60,790,651.33 -639,741,991.36 2,454,468.79 -971,359,314.44
profit or loss
Including: Other comprehensive income that may be reclassified to
31,725,280.52 42,635,389.45 - - 20,160,707.37 22,474,682.08 2,454,468.79 49,431,519.10
profit or loss under equity method
Translation differences of financial statements denominated
-939,839,474.84 -743,168,032.14 - - -80,951,358.70 -662,216,673.44 - -1,020,790,833.54
in foreign currencies
Total other comprehensive income -826,697,303.06 -712,189,895.24 - -398,211.33 -61,106,763.50 -650,684,920.41 2,321,251.62 -890,125,318.18
- 125 -
CHINA MERCHANTS PORT GROUP CO., LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
(Unless otherwise specified, the monetary unit shall be RMB.)
(VIII) NOTES TO ITEMS IN THE CONSOLIDATED FINANCIAL STATEMENTS - continued
47. Special reserve
Item 31/12/2021 Increase Decrease 31/12/2022
Safety production cost 9,184,429.12 62,696,039.72 45,522,208.87 26,358,259.97
48. Surplus reserve
Item 31/12/2021 Increase Decrease 31/12/2022
Statutory surplus reserve 961,182,562.00 40,734,887.15 - 1,001,917,449.15
49. Unappropriated profit
Proportion of
Item Amount appropriation or
allocation
2022
Unappropriated profit at the beginning of the year before adjustment 14,205,879,106.49
Add: Adjustment to unappropriated profit at beginning of the year -
Including: Effect of business combinations involving enterprises
-
under common control
Unappropriated profit at the beginning of the year after adjustment 14,205,879,106.49
Add: Net profit of the year attributable to shareholders of the Company 3,337,446,222.82
Transfer of other comprehensive income 7,513,669.91
Less: Transfer to statutory surplus reserve 40,734,887.15
Transfer to discretionary surplus reserve -
Transfer to general risk reserve -
Ordinary shares' dividends payable 826,617,003.32 Note (1)
Ordinary shares' dividends converted into share capital -
Pension benefit difference 3,798,761.66 Note (2)
Others -
Unappropriated profit at the end of the year 16,679,688,347.09
Proportion of
Item Amount appropriation or
allocation
2021
Unappropriated profit at the beginning of the year before adjustment 12,316,177,395.17
Add: Adjustment to unappropriated profit at beginning of the year 12,942,703.53
Including: Effect of business combinations involving enterprises
12,942,703.53
under common control
Unappropriated profit at the beginning of the year
12,329,120,098.70
after adjustment (restated)
Add: Net profit of the year attributable to shareholders of the Company 2,685,829,204.07
Less: Transfer to statutory surplus reserve 70,492,239.72
Transfer to discretionary surplus reserve -
Transfer to general risk reserve -
Ordinary shares' dividends payable 730,498,747.12
Ordinary shares' dividends converted into share capital -
Pension benefit difference 3,525,104.12
Others 4,554,105.32
Unappropriated profit at the end of the year 14,205,879,106.49
- 126 -
CHINA MERCHANTS PORT GROUP CO., LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
(Unless otherwise specified, the monetary unit shall be RMB.)
(VIII) NOTES TO ITEMS IN THE CONSOLIDATED FINANCIAL STATEMENTS - continued
49. Unappropriated profit - continued
Note 1: According to the resolution of shareholders' meeting on 21 April 2022, the Company
distributes cash dividends of RMB 4.30 (inclusive of tax) for every 10 shares, totalling
RMB 826,617,003.32 on the basis of the total shares of 1,922,365,124 at the end of 2021.
Note 2: This represents the difference between the pension benefits under the original standard
and the retirement benefits of Zhanjiang municipal police borne by Zhanjiang Port.
Zhanjiang Port recognizes the related liabilities based on the actuarial results, and
unappropriated profit of RMB 3,798,761.66 is eliminated based on the proportion of
equity interest in Zhanjiang Port.
50. Operating income and operating costs
(1) Operating income and operating costs
2022 2021
Item
Income Cost Income Cost
Principal operation 16,072,394,601.93 9,433,786,605.46 15,099,983,817.24 8,827,960,579.72
Other operations 158,094,525.62 216,675,107.48 183,824,357.36 218,875,602.77
Total 16,230,489,127.55 9,650,461,712.94 15,283,808,174.60 9,046,836,182.49
(2) Revenue from contracts
Bonded logistics
Category of contracts Ports operation Other operations Total
operation
Mainland China, Hong Kong
11,540,287,421.98 406,998,753.60 158,094,525.62 12,105,380,701.20
and Taiwan area
- Pearl River Delta 6,774,045,422.66 263,389,266.60 158,094,525.62 7,195,529,214.88
- Yangtze River Delta 1,139,944,516.62 - - 1,139,944,516.62
- Bohai Rim 74,222,857.10 143,609,487.00 - 217,832,344.10
- Other areas 3,552,074,625.60 - - 3,552,074,625.60
Other countries 4,086,514,642.86 38,593,783.49 - 4,125,108,426.35
Total 15,626,802,064.84 445,592,537.09 158,094,525.62 16,230,489,127.55
- 127 -
CHINA MERCHANTS PORT GROUP CO., LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
(Unless otherwise specified, the monetary unit shall be RMB.)
(VIII) NOTES TO ITEMS IN THE CONSOLIDATED FINANCIAL STATEMENTS - continued
50. Operating income and operating costs - continued
(3) Description of performance obligations
The Group provides port service, bonded logistics service and other services. These services are
obligations performed over a period of time. For port services, as the handling time for containers
and bulk cargos is short, the management believes that it is not necessary to recognize revenue
according to the progress towards the completion of contract and it is an appropriate method to
recognize the fulfilment of performance obligation and revenue upon the completion of the
service. For bonded logistics service and other services, the customers evenly obtain and consume
the economic benefits from the Group's performance of contract, meanwhile the charging rules as
agreed in the contract terms usually adopt daily/month/yearly basis. During the process of
rendering services, the Group recognizes revenue using straight-line method.
Part of the Group's handling contracts are established with discount terms, i.e. the customers
whose business volume reaches agreed level, are granted with preferential charge rate or discount.
At the end of the year, as the business volume finally realized within the contract period is
uncertain, the contract consideration is subject to variable factors. The management includes this
part of discount in other payables and provisions. At the end of the year, the variable
considerations arising from sales discount are set out in Note (VIII) 33 (3) and Note (VIII) 41.
51. Taxes and surcharges
Item 2022 2021
Property tax 63,233,633.53 70,389,135.52
Land use tax 36,260,260.97 34,202,909.60
City construction and maintenance tax 8,456,389.09 9,898,436.53
Education surcharges and local education surcharges 6,253,550.00 7,369,925.21
Stamp duty 8,694,943.46 3,995,999.87
Others (Note) 159,350,696.41 66,117,837.58
Total 282,249,473.46 191,974,244.31
Note: Others mainly represent the social contribution tax and tax on services borne by TCP, a
subsidiary of the Company, totalled BRL116,502,509.42 (equivalent to RMB
151,706,417.51) for the year.
52. Administrative expenses
Item 2022 2021
Employee benefits 1,280,394,043.79 1,254,118,714.39
Fees paid to agencies 80,164,840.55 67,169,001.82
Depreciation expenses 79,095,275.09 71,427,267.44
Amortization of intangible assets 54,493,578.78 62,610,371.46
Others 270,946,998.30 273,835,203.39
Total 1,765,094,736.51 1,729,160,558.50
- 128 -
CHINA MERCHANTS PORT GROUP CO., LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
(Unless otherwise specified, the monetary unit shall be RMB.)
(VIII) NOTES TO ITEMS IN THE CONSOLIDATED FINANCIAL STATEMENTS - continued
53. Financial expenses
Item 2022 2021
Interest expenses 1,960,177,578.36 1,740,044,260.37
Less: Interest income 469,834,098.05 377,563,874.49
Less: Capitalized interest expenses 30,960,097.84 55,177,640.96
Exchange differences 477,004,284.27 -8,805,663.12
Interest expenses -Terminal management rights (Note) 222,326,056.63 145,044,317.17
Interest expenses on lease liabilities 73,619,268.64 79,937,678.42
Handling fee 21,148,526.03 14,643,061.91
Others 5,232,154.38 7,216,457.99
Total 2,258,713,672.42 1,545,338,597.29
Note: Details are set out in Note (VIII) 39.
54. Other income
Item 2022 2021
Business development subsidy 94,355,004.33 250,536,747.94
Transfer from allocation of deferred income (Note VIII 42) 45,858,732.41 44,110,161.98
Additional deduction of VAT 45,179,805.12 24,740,974.05
Special fund for operation 7,385,898.57 9,947,660.80
Steady post subsidies 5,771,198.38 15,167,723.22
Others 43,097,431.61 18,741,893.09
Total 241,648,070.42 363,245,161.08
55. Investment income
(1) Details of investment income:
Item 2022 2021
Income from long-term equity investments under equity method 7,185,182,148.75 6,290,957,480.59
Including: Income from long-term equity investments of
6,765,840,426.95 6,048,315,587.10
associates under equity method
Income from long-term equity investments of joint ventures
419,341,721.80 242,641,893.49
under equity method
Income from disposal of long-term equity investments -20,508.06 225,846,183.50
Investment income from held-for-trading financial assets 152,728,622.47 72,438,700.63
Investment income from other non-current financial assets 39,525,241.71 40,297,383.53
Dividend income from investments in other equity instruments 240,001.46 7,409,762.66
Total 7,377,655,506.33 6,636,949,510.91
- 129 -
CHINA MERCHANTS PORT GROUP CO., LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
(Unless otherwise specified, the monetary unit shall be RMB.)
(VIII) NOTES TO ITEMS IN THE CONSOLIDATED FINANCIAL STATEMENTS - continued
55. Investment income - continued
(2) Details of income from long-term equity investments under equity method
Investee 2022 2021 Reason for changes
SIPG 4,762,565,562.93 4,190,349,799.99 Changes in net profit of investee
Terminal Link SAS 364,965,366.44 476,262,839.86 Changes in net profit of investee
Ningbo Zhoushan 351,607,511.90 229,363,153.19 Changes in net profit of investee
Shenzhen China Merchants Qianhai
218,696,415.40 130,229,025.57 Changes in net profit of investee
Industrial Development Co., Ltd.
Nanshan Group 206,680,217.04 685,312,588.00 Changes in net profit of investee
Liaoning Port 144,196,061.13 177,413,349.12 Changes in net profit of investee
Euro-Asia Oceangate, S.àr.l. 140,072,915.26 57,559,118.21 Changes in net profit of investee
Qingdao Qianwan United Container
112,414,404.75 83,154,378.77 Changes in net profit of investee
Terminal Co., Ltd.
Yantai Port Group Laizhou Port Co., Ltd 32,565,975.37 33,327,096.27 Changes in net profit of investee
Port of Newcastle 28,511,394.42 12,868,828.80 Changes in net profit of investee
China Merchants Northeast Asia
-13,657,927.07 8,262,246.98 Changes in net profit of investee
Development and Investment Co., Ltd
Others 836,564,251.18 206,855,055.83 Changes in net profit of investee
Total 7,185,182,148.75 6,290,957,480.59
56. Gains (Losses) from changes in fair value
Item 2022 2021
Held-for-trading financial assets 34,417,357.38 11,666,053.97
Other non-current financial assets -163,451,007.49 -96,596,314.84
Including: Financial assets at fair value through profit or loss -163,451,007.49 -96,596,314.84
Other non-current liabilities - 306,172,536.04
Including: Financial liabilities at fair value through profit or loss - 306,172,536.04
Total -129,033,650.11 221,242,275.17
57. Gains (losses) from impairment of credit
Item 2022 2021
I. Gains (losses) from impairment of credit of accounts
-5,939,952.37 -13,674,941.27
receivable
II. Gains (losses) from impairment of credit of other receivables -217,234,842.93 -239,661,663.35
III. Gains (losses) from impairment of credit of long-term
-298,781.25 382,987.12
receivables
Total -223,473,576.55 -252,953,617.50
- 130 -
CHINA MERCHANTS PORT GROUP CO., LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
(Unless otherwise specified, the monetary unit shall be RMB.)
(VIII) NOTES TO ITEMS IN THE CONSOLIDATED FINANCIAL STATEMENTS - continued
58. Gains (losses) from impairment of assets
Item 2022 2021
Gains (losses) from decline in value of inventories -573,122.05 -
Gains (losses) from impairment of fixed assets -6,048,776.05 -
Gains (losses) from impairment of intangible assets -15,537,122.10 -
Gains (losses) from impairment of long-term equity investments - -2,147,208.07
Gains (losses) from impairment of goodwill - -418,345,307.68
Total -22,159,020.20 -420,492,515.75
59. Gains (losses) on disposal of assets
Amount included in
non-recurring profit
Item 2022 2021
or loss for the current
year
Gains on disposal of non-current assets 55,130,095.52 35,576,459.42 55,130,095.52
Including: Gains (losses) on disposal of fixed
-1,824,719.58 9,374,568.54 -1,824,719.58
assets
Gains on disposal of intangible assets 57,590,483.04 30,064,375.22 57,590,483.04
Other gains (losses) -635,667.94 -3,862,484.34 -635,667.94
60. Non-operating income
Amount included in
non-recurring profit
Item 2022 2021
or loss for the current
year
Operation compensation (Note) 213,574,591.16 - 213,574,591.16
Exempted current accounts 25,091,421.77 1,446,930.55 25,091,421.77
Management service fee and
8,190,857.40 7,912,260.93 8,190,857.40
directors' remuneration
Income from relocation compensation 6,955,000.00 - 6,955,000.00
Land rent deduction 6,421,113.49 6,952,470.22 6,421,113.49
Gains from retirement
3,138,573.24 3,613,726.26 3,138,573.24
or damage of non-current assets
Including: Gains from retirement
3,138,573.24 3,613,726.26 3,138,573.24
or damage of fixed assets
Compensation received for violation of
2,930,876.85 3,519,366.77 2,930,876.85
contracts
Government grants 1,640,553.77 875,528.75 1,640,553.77
Insurance claims 341,555.58 886,184.77 341,555.58
Profit from tax saving - 12,743,050.88 -
Others 10,989,909.51 5,518,018.37 10,989,909.51
Total 279,274,452.77 43,467,537.50 279,274,452.77
Note: Refer to Note (VIII) 7.3 (2) for details.
- 131 -
CHINA MERCHANTS PORT GROUP CO., LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
(Unless otherwise specified, the monetary unit shall be RMB.)
(VIII) NOTES TO ITEMS IN THE CONSOLIDATED FINANCIAL STATEMENTS - continued
61. Non-operating expenses
Amount included in
non-recurring profit
Item 2022 2021
or loss for the current
year
Losses on retirement of non-current assets 162,620,964.79 31,484,815.39 162,620,964.79
Including: Losses on retirement
34,444,521.73 31,294,087.61 34,444,521.73
or damage of fixed assets
Donations 21,352,071.53 11,156,992.01 21,352,071.53
Litigation loss 20,603,558.61 11,267,275.13 20,603,558.61
Compensation, liquidated damages
11,552,735.44 9,220,103.11 11,552,735.44
and penalties
Others 4,312,924.31 32,399,507.47 4,312,924.31
Total 220,442,254.68 95,528,693.11 220,442,254.68
62. Income tax expenses
Item 2022 2021
Current income tax expenses 871,429,455.95 1,162,076,514.07
Deferred income tax expenses 241,750,223.40 267,016,570.24
Total 1,113,179,679.35 1,429,093,084.31
Reconciliation of income tax expenses to the accounting profit is as follows:
Item 2022
Total profit 9,344,862,977.02
Income tax expenses calculated at 25% 2,336,215,744.26
Effect of non-deductible costs, expenses and losses 289,093,163.69
Accrued income tax 396,949,980.28
Effect of deductible temporary differences and deductible losses
179,395,402.49
for which deferred tax assets are not recognized in the year
Effect of tax-free income (Note) -1,014,336,274.34
Effect of tax incentives and changes in tax rate -437,172,907.98
Effect of different tax rates of subsidiaries operating in other jurisdictions -585,607,312.75
Effect of utilizing deductible losses for which deferred tax assets
-106,596,821.30
were not recognized in prior period
Effect of adjustments to income tax of prior year 13,427,061.13
Others 41,811,643.87
Income tax expenses 1,113,179,679.35
Note: This mainly represents the tax effect of income from investments in joint ventures and
associates.
- 132 -
CHINA MERCHANTS PORT GROUP CO., LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
(Unless otherwise specified, the monetary unit shall be RMB.)
(VIII) NOTES TO ITEMS IN THE CONSOLIDATED FINANCIAL STATEMENTS - continued
63. Assets with restricted ownership or use right
Item 31/12/2022 31/12/2021
Cash and bank balances (Note 1) 9,309,145.94 12,830,212.33
Equity investment in CICT (Note 2) 2,115,796,097.99 2,026,382,103.10
Equity investment in TML (Note 2) 1,047,063,416.30 411,893,452.06
Fixed assets (Note 3) 341,870,382.84 278,015,952.68
Intangible assets (Note 4) 222,040,259.68 212,232,642.30
Construction in progress (Note 4) 4,298,598.50 12,388,924.87
Total 3,740,377,901.25 2,953,743,287.34
Note 1: Details of restricted cash and bank balances are set out in Note (VIII) 1.
Note 2: Details of mortgaged equity and interests are set out in Note (VIII) 36.
Note 3: Details of mortgage borrowings are set out in Note (VIII) 26 and Note (VIII) 36.
Details of sale and leaseback are set out in (VIII) 39.
Note 4: Details of mortgage borrowings are set out in Note (VIII) 36.
64. Other comprehensive income, net of tax
Details are set out in Note (VIII) 46.
65. Items in cash flow statement
(1) Other cash receipts relating to operating activities:
Item 2022 2021
Interest income 258,843,106.76 133,986,424.52
Government grants 146,183,117.33 300,310,363.33
Insurance indemnities 58,668,674.41 7,390,248.30
Guarantees and deposits 56,548,699.29 38,247,722.18
Rentals 6,633,711.38 9,641,271.39
Refund of port construction fee and service charges - 130,668.41
Others 614,917,616.16 534,021,573.18
Total 1,141,794,925.33 1,023,728,271.31
- 133 -
CHINA MERCHANTS PORT GROUP CO., LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
(Unless otherwise specified, the monetary unit shall be RMB.)
(VIII) NOTES TO ITEMS IN THE CONSOLIDATED FINANCIAL STATEMENTS - continued
65. Items in cash flow statement - continued
(2) Other cash payments relating to operating activities
Item 2022 2021
Advance payment 328,830,785.30 275,907,895.42
Operating expenses such as operating costs
136,317,839.62 182,351,696.26
and administrative expenses etc.
Guarantees and deposits 47,134,870.60 28,616,516.45
Rentals 22,559,158.93 14,653,775.08
Harbor dues on cargo 14,619,372.24 15,776,034.06
Port charges 5,422,920.14 11,723,562.35
Port construction fee - 12,001,158.90
Others 471,440,206.57 334,083,168.45
Total 1,026,325,153.40 875,113,806.97
(3) Other cash receipts relating to investing activities
Item 2022 2021
Interest on advances for the project 169,844,015.81 162,918,518.18
Net cash receipts from acquisition of subsidiaries
74,295,900.85 -
and other business units (Note)
Recovered principal for the advances of the project 45,535,614.18 179,243,313.40
Recovered lending - 8,980,037.68
Others 5,388,978.50 86,014,701.83
Total 295,064,509.34 437,156,571.09
Note: Refer to Note (VIII) 65 (4) for details.
(4) Net cash receipts from acquisition of subsidiaries and other business units
Item 2022
Business combination and cash or cash equivalents paid for the year -
Including: Shunkong Port -
Less: Cash and cash equivalents held by subsidiaries at the acquisition date 74,295,900.85
Including: Shunkong Port 74,295,900.85
Net cash receipts for acquisition of subsidiaries 74,295,900.85
Including: Shunkong Port 74,295,900.85
(5) Other cash payments relating to investing activities
Item 2022 2021
Taxes on land acquisition and reserve paid by ATJ 947,426,040.54 -
Staff relocation cost in respect
- 22,231,894.84
of land acquisition and reserve paid by Shantou Port
Others 7,376,441.76 406.11
Total 954,802,482.30 22,232,300.95
- 134 -
CHINA MERCHANTS PORT GROUP CO., LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
(Unless otherwise specified, the monetary unit shall be RMB.)
(VIII) NOTES TO ITEMS IN THE CONSOLIDATED FINANCIAL STATEMENTS - continued
65. Items in cash flow statement - continued
(6) Other cash receipts relating to financing activities
Item 2022 2021
Sale and leaseback proceeds 50,000,000.00 -
Others 6,303,169.80 -
Total 56,303,169.80 -
(7) Other cash payments relating to financing activities
Item 2022 2021
Payment for the Company's acquisition of minority interests
660,552,076.54 76,767,514.23
of CM Port
Lease expenses paid 422,373,905.31 412,013,733.57
Payment for non-public shares issued by the Company 7,778,570.52 -
Amount paid by Dalian Port Logistics Network Co., Ltd.
- 8,748,637.26
("DPN") for acquisition of minority interests
Others 33,412,187.98 6,000,631.68
Total 1,124,116,740.35 503,530,516.74
- 135 -
CHINA MERCHANTS PORT GROUP CO., LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
(Unless otherwise specified, the monetary unit shall be RMB.)
(VIII) NOTES TO ITEMS IN THE CONSOLIDATED FINANCIAL STATEMENTS - continued
66. Supplementary information to the cash flow statement
(1) Supplementary information to the cash flow statement
Supplementary information 2022 2021
1. Reconciliation of net profit to cash flows from operating activities:
Net profit 8,231,683,297.67 7,655,005,989.75
Add: Provision for impairment of assets 22,159,020.20 420,492,515.75
Provision for impairment of credit 223,473,576.55 252,953,617.50
Depreciation of fixed assets 2,015,080,231.04 1,877,442,392.55
Depreciation of investment properties 184,276,397.36 189,639,743.80
Depreciation of right-of-use assets 349,846,619.98 329,603,141.83
Amortization of intangible assets 663,429,174.32 616,107,419.01
Amortization of long-term prepaid expenses 84,874,394.19 53,478,222.59
Losses (gains) on disposal of fixed assets, intangible assets
-55,130,095.52 -35,576,459.42
and other long-term assets
Losses on retirement of fixed assets, intangible assets
159,482,391.55 27,871,089.13
and other long-term assets
Losses (gains) on changes in fair value 129,033,650.11 -221,242,275.17
Financial expenses 2,532,320,466.47 1,733,787,046.57
Investment loss (income) -7,377,655,506.33 -6,636,949,510.91
Decrease in deferred tax assets 25,218,449.44 22,711,365.92
Increase in deferred tax liabilities 216,531,773.96 244,305,204.32
Decrease (increase) in inventories -30,798,761.65 20,057,846.98
Decrease (increase) in operating receivables -245,987,914.80 -4,503,635.75
Increase (decrease) in operating payables -207,459,774.19 -34,857,143.97
Net cash flows from operating activities 6,920,377,390.35 6,510,326,570.48
2. Significant investing and financing activities that do not involve
cash receipts and payments:
Conversion of debt into capital - -
Convertible bonds due within one year - -
Fixed assets acquired under finance leases - -
3. Net changes in cash and cash equivalents:
Closing balance of cash 13,567,309,471.62 12,727,355,238.36
Less: Opening balance of cash 12,727,355,238.36 11,898,618,327.29
Add: Closing balance of cash equivalents - -
Less: Opening balance of cash equivalents - -
Net increase in cash and cash equivalents 839,954,233.26 828,736,911.07
(2) Cash and cash equivalents
Item 31/12/2022 31/12/2021
I. Cash 13,567,309,471.62 12,727,355,238.36
Including: Cash on hand 726,960.10 501,446.73
Bank deposits available for payment at any time 13,045,336,190.09 12,353,104,402.58
Other monetary funds available for payment at any time 521,246,321.43 373,749,389.05
II. Cash equivalents - -
III. Balance of cash and cash equivalents at the end of the year 13,567,309,471.62 12,727,355,238.36
- 136 -
CHINA MERCHANTS PORT GROUP CO., LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
(Unless otherwise specified, the monetary unit shall be RMB.)
(VIII) NOTES TO ITEMS IN THE CONSOLIDATED FINANCIAL STATEMENTS - continued
67. Foreign currency monetary items
Closing balance in Closing balance in
Item Exchange rate
foreign currency RMB
Cash and bank balances 1,870,045,925.56
Including: HKD 23,605,028.38 0.8933 21,086,371.85
USD 106,236,908.63 6.9646 739,897,573.84
EUR 50,979,458.93 7.4229 378,415,425.69
RMB 730,646,554.18 1.0000 730,646,554.18
Accounts receivable 178,676,774.99
Including: HKD 1,650,559.86 0.8933 1,474,445.12
USD 3,901,868.86 6.9646 27,174,955.86
EUR 20,211,423.30 7.4229 150,027,374.01
Other receivables 390,135,896.19
Including: HKD 104,683,569.40 0.8933 93,513,832.55
USD 1,318,255.97 6.9646 9,181,125.53
EUR 4,248,621.51 7.4229 31,537,092.61
RMB 255,903,845.50 1.0000 255,903,845.50
Other non-current assets 29,157,826.91
Including: EUR 3,928,091.03 7.4229 29,157,826.91
Short-term borrowings 4,090,000,000.00
Including: RMB 4,090,000,000.00 1.0000 4,090,000,000.00
Accounts payable 48,034,232.32
Including: HKD 2,235,282.58 0.8933 1,996,777.93
USD 10,927.50 6.9646 76,105.67
EUR 6,151,416.39 7.4229 45,661,348.72
RMB 300,000.00 1.0000 300,000.00
Other payables 854,538,294.23
Including: HKD 41,791,974.49 0.8933 37,332,770.81
USD 75,312,750.17 6.9646 524,523,179.83
EUR 7,882,441.07 7.4229 58,510,571.81
RMB 234,171,771.78 1.0000 234,171,771.78
Non-current liabilities due within one year 7,204,940,030.45
Including: USD 938,308,019.19 6.9646 6,534,940,030.45
RMB 670,000,000.00 1.0000 670,000,000.00
Long-term borrowings 4,013,889,870.00
Including: USD 600,000.00 6.9646 4,178,760.00
EUR 45,900,000.00 7.4229 340,711,110.00
RMB 3,669,000,000.00 1.0000 3,669,000,000.00
Bonds payable 11,088,293,099.02
Including: USD 1,592,093,314.62 6.9646 11,088,293,099.02
- 137 -
CHINA MERCHANTS PORT GROUP CO., LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
(Unless otherwise specified, the monetary unit shall be RMB.)
(VIII) NOTES TO ITEMS IN THE CONSOLIDATED FINANCIAL STATEMENTS - continued
68. Government grants
(1) New government grants for the year
Amount included
Type Amount Item Presentation account in profit or loss
for the year
Related to income 94,355,004.33 Business development subsidy Other income 94,355,004.33
Related to income 7,385,898.57 Special operation subsidy Other income 7,385,898.57
Related to income 5,771,198.38 Steady post subsidies Other income 5,771,198.38
Related to assets 1,090,800.00 Subsidies for intelligent system Deferred income -
Related to income 40,691,109.58 Others Other income 40,691,109.58
Related to income 1,640,553.77 Others Non-operating income 1,640,553.77
Related to assets 475,000.00 Others Deferred income 12,500.00
Total 151,409,564.63 149,856,264.63
69. Leases
(1) Lessor under operating lease
Item Amount
I. Revenue -
Lease income 267,730,741.43
Including: Income related to variable lease payments that are not included
-
in lease receipts
II. Undiscounted lease receipts received after the balance sheet date
1st year 332,586,492.93
2nd year 147,065,372.48
3rd year 126,383,756.18
4th year 114,227,301.08
5th year 89,037,712.60
Over 5 years 232,530,205.50
Note: The operating leases where the Group acts as the lessor are related to port and terminal
facilities, machinery and equipment, vehicles, land and buildings, with lease terms ranging
from 1 month to 50 years and option to renew the lease of port and terminal facilities,
machinery and equipment, land and buildings. The Group considers that the unguaranteed
balance of leased assets does not constitute significant risk of the Group, as the assets are
properly used.
- 138 -
CHINA MERCHANTS PORT GROUP CO., LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
(Unless otherwise specified, the monetary unit shall be RMB.)
(VIII) NOTES TO ITEMS IN THE CONSOLIDATED FINANCIAL STATEMENTS - continued
69. Lease - continued
(2) Lessee
Item Amount
Interest expenses on lease liabilities 73,619,268.64
Short-term lease expenses that are accounted for using simplified approach
71,711,821.89
and included in cost of related assets or profit or loss for the period
Expenses on leases of low-value assets (exclusive of expenses on short-term leases
of low-value assets) that are accounted for using simplified approach and included in 2,118,098.94
cost of related assets or profit or loss for the period
Variable lease payments that are included in cost of related assets or profit or loss
-
but not included in measurement of lease liabilities
Including: The portion arising from sale and leaseback transactions -
Income from sub-lease of right-of-use assets 16,195,950.82
Total cash outflows relating to leases 474,672,225.36
Income (loss) from sale and leaseback transactions -21,082,256.97
Cash inflows from sale and leaseback transactions 50,000,000.00
Cash outflows from sale and leaseback transactions 217,934,853.80
Others -
(IX) CHANGES IN SCOPE OF CONSOLIDATION
1. Changes in scope of consolidation due to other reasons
(1) Subsidiary newly added through asset acquisition
RMB
Name Net assets at the end of the year
Shunkong Port 45,804,616.24
Note: On 18 November 2022, the Company acquired 51% equity interest of Shunkong Port at the
consideration of RMB 50,000,000.00.
The above-mentioned acquisition is an asset acquisition, and does not form a business combination.
- 139 -
CHINA MERCHANTS PORT GROUP CO., LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
(Unless otherwise specified, the monetary unit shall be RMB.)
(X) EQUITY IN OTHER ENTITIES
1. Interests in subsidiaries
(1) Composition of the Group - Major subsidiaries
Registered capital Shareholding ratio
Principal
Place of Nature of (RMB'0000, (%)
Name of the subsidiary place of Acquisition method
incorporation business unless otherwise
business Direct Indirect
specified)
Shenzhen Chiwan International Freight Agency Shenzhen Shenzhen Logistics support
550.00 100.00 - Established through investment
Co., Ltd. China China services
Chiwan Wharf Holdings (Hong Kong) Ltd. (Wharf Investment
HK China HK China HKD 1,000,000 100.00 - Established through investment
Holdings Hong Kong) holding
Dongguan Dongguan Logistics support
Dongguan Shenchiwan Port Affairs Co., Ltd. 45,000.00 85.00 - Established through investment
China China services
Dongguan Dongguan Logistics support
Dongguan Shenchiwan Wharf Co., Ltd. 40,000.00 100.00 - Established through investment
China China services
Shenzhen Shenzhen Logistics support Business combination involving
Shenzhen Chiwan Harbor Container Co. Ltd. 28,820.00 100.00 -
China China services enterprises under common control
Shenzhen Shenzhen Logistics support Business combination involving
Shenzhen Chiwan Port Development Co., Ltd. 10,000.00 100.00 -
China China services enterprises under common control
Shenzhen Shenzhen Logistics support Business combination involving
Chiwan Container Terminal Co., Ltd. USD 95,300,000 55.00 20.00
China China services enterprises under common control
Shenzhen Shenzhen Logistics support Business combination involving
Shenzhen Chiwan Tugboat Co., Ltd. 2,400.00 100.00 -
China China services enterprises under common control
Logistics support Business combination involving
Chiwan Shipping (Hong Kong) Limited HK China HK China HKD 800,000 100.00 -
services enterprises under common control
Investment HKD Business combination involving
CM Port (Note 1) HK China HK China 0.37 45.32
holding 46,668,174,000 enterprises under common control
Shenzhen Shenzhen Logistics support Business combination involving
China Merchants Bonded Logistics Co., Ltd. 70,000.00 40.00 60.00
China China services enterprises under common control
China Merchants Holdings (International)
Shenzhen Shenzhen Business combination involving
Information Technology Co., Ltd. ("CM IT service 8,784.82 13.18 43.74
China China enterprises under common control
International Tech")
Liaoning Business combination involving
DPN Liaoning China IT service 3,200.00 - 79.03
China enterprises under common control
Liaoning Business combination involving
Gangxin Technology Liaoning China IT service 800.00 - 100.00
China enterprises under common control
China Merchants International (China) Investment Shenzhen Shenzhen Investment Business combination involving
USD67,400,000 - 100.00
Co., Ltd. China China holding enterprises under common control
China Merchants International Container Terminal Qingdao Logistics support Business combination involving
Qingdao China USD 206,300,000 - 100.00
(Qingdao) Co., Ltd. China services enterprises under common control
Logistics support Business combination involving
China Merchants Container Services Limited HK China HK China HKD 500,000 - 100.00
services enterprises under common control
Shenzhen Shenzhen Logistics support Business combination involving
China Merchants Port (Shenzhen) Co., Ltd. 55,000.00 - 100.00
China China services enterprises under common control
Engineering
Shenzhen Shenzhen Business combination involving
Shenzhen Haiqin Project Management Co., Ltd. supervision 1,000.00 - 100.00
China China enterprises under common control
service
Preparation for
Shenzhen Shenzhen Business combination involving
ATJ the warehousing HKD 100,000,000 - 100.00
China China enterprises under common control
project
Preparation for
Shenzhen Shenzhen Business combination involving
ASJ the warehousing HKD 100,000,000 - 100.00
China China enterprises under common control
project
China Merchants International Terminal (Qingdao) Qingdao Logistics support Business combination involving
Qingdao China USD 44,000,000 - 90.10
Co., Ltd. China services enterprises under common control
Logistics support Business combination involving
CICT Sri Lanka Sri Lanka USD 150,000,100 - 85.00
services enterprises under common control
Shenzhen Shenzhen Logistics support Business combination involving
Magang Godown & Wharf 33,500.00 - 100.00
China China services enterprises under common control
Shenzhen Shenzhen Logistics support Business combination involving
Shenzhen Mawan Port Services Co., Ltd. 20,000.00 - 100.00
China China services enterprises under common control
Zhangzhou Zhangzhou Logistics support Business combination involving
Zhangzhou China Merchants Tugboat Co., Ltd. 1,500.00 - 70.00
China China services enterprises under common control
Zhangzhou Zhangzhou Logistics support Business combination involving
Zhangzhou China Merchants Port Co., Ltd. 116,700.00 - 60.00
China China services enterprises under common control
Zhangzhou Investment Promotion Bureau
Zhangzhou Zhangzhou Logistics support Business combination involving
Xiamenwan Port Affairs Co., Ltd. ("Xiamenwan 44,450.00 - 31.00
China China services enterprises under common control
Port Affairs") (Note 2)
Shenzhen Shenzhen Logistics support Business combination involving
Shekou Container Terminals Ltd. HKD 618,201,200 - 100.00
China China services enterprises under common control
Shenzhen Shenzhen Logistics support Business combination involving
Shenzhen Lianyunjie Container Terminals Co., Ltd. 60,854.90 - 100.00
China China services enterprises under common control
Anxunjie Container Terminals (Shenzhen) Shenzhen Shenzhen Logistics support Business combination involving
127,600.00 - 100.00
Co., Ltd. China China services enterprises under common control
Preparation for
Anyunjie Port Warehousing Service (Shenzhen) Shenzhen Shenzhen Business combination involving
the warehousing 6,060.00 - 80.00
Co., Ltd. China China enterprises under common control
project
- 140 -
CHINA MERCHANTS PORT GROUP CO., LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
(Unless otherwise specified, the monetary unit shall be RMB.)
(X) EQUITY IN OTHER ENTITIES - continued
1. Interests in subsidiaries - continued
(1) Composition of the Group - Major subsidiaries - continued
Registered capital Shareholding ratio
Principal
Place of Nature of (RMB'0000, (%)
Name of the subsidiary place of Acquisition method
incorporation business unless otherwise
business Direct Indirect
specified)
Shenzhen Shenzhen Logistics support Business combination involving
Shenzhen Haixing 53,072.92 - 67.00
China China services enterprises under common control
Shenzhen Shenzhen Logistics support Business combination involving
Shenzhen Lianyongtong Terminal Co., Ltd. USD 7,000,000 - 100.00
China China services enterprises under common control
Logistics support Business combination involving
Yide Port Foshan China Foshan China 21,600.00 51.00 -
services enterprises under common control
Investment Business combination involving
Mega Shekou Container Terminals Limited BVI BVI USD 120.00 - 80.00
holding enterprises under common control
Republic of Republic of Logistics support Business combination involving
Lome Container Terminal S.A. (Note 3) XOF 200,000,000 - 35.00
Togo Togo services enterprises under common control
Investment Business combination involving
Gainpro Resources Limited BVI BVI USD 1.00 - 76.47
holding enterprises under common control
Hambantota International Port Group (Private) Logistics support USD Business combination involving
Sri Lanka Sri Lanka - 65.00
Limited services 1,145,480,000 enterprises under common control
Shantou Logistics support Business combination involving
Shantou port Shantou China 12,500.00 - 60.00
China services enterprises under common control
Shenzhen Jinyu Rongtai Investment Development Shenzhen Shenzhen Property lease, Business combination involving
80,000.00 - 100.00
Co., Ltd. China China etc. enterprises under common control
Shenzhen Merchants Qianhaiwan Real Estate Shenzhen Shenzhen Property lease, Business combination involving
20,000.00 - 100.00
Co., Ltd China China etc. enterprises under common control
Shenzhen Shenzhen Investment Business combination involving
Juzhongzhi Investment (Shenzhen) Co., Ltd. 4,000.00 - 75.00
China China consulting enterprises under common control
Shenzhen Shenzhen Logistics support Business combination involving
Shenzhen Lianda Tugboat Co., Ltd. 200.00 - 60.29
China China services enterprises under common control
Zhangzhou Zhangzhou Logistics support Business combination involving
China Ocean Shipping Tally Zhangzhou Co., Ltd. 200.00 - 84.00
China China services enterprises under common control
Logistics support Business combination involving
China Merchants Holdings (Djibouti) FZE Djibouti Djibouti USD 38,140,000 - 100.00
services enterprises under common control
Xinda Resources Limited (hereinafter referred to Investment Business combination involving
BVI BVI USD 107,620,000 - 77.45
as "Xinda") holding enterprises under common control
Investment Business combination involving
Kong Rise Development Limited HK China HK China USD 107,620,000 - 100.00
holding enterprises under common control
Logistics support Business combination not involving
TCP Brazil Brazil BRL 68,851,600 - 100.00
services enterprises under common control
Investment Business combination involving
Direcet Achieve Investments Limited HK China HK China USD 814,781,300 - 100.00
holding enterprises under common control
Zhoushan Zhoushan Logistics support
Zhoushan RoRo 17,307.86 51.00 - Asset acquisition
China China services
Shenzhen Shenzhen Logistics support
Shenzhen Haixing Logistics Development Co., Ltd. 7,066.79 - 67.00 Asset acquisition
China China services
Zhanjiang Zhanjiang Logistics support Business combination not involving
Zhanjiang Port 587,420.91 3.42 54.93
China China services enterprises under common control
Zhanjiang Port International Container Terminal Zhanjiang Zhanjiang Logistics support Business combination not involving
60,000.00 - 80.00
Co., Ltd. China China services enterprises under common control
Zhanjiang Port Petrochemical Terminal Co., Ltd. Zhanjiang Zhanjiang Logistics support Business combination not involving
18,000.00 - 50.00
(Note 4) China China services enterprises under common control
Zhanjiang Zhanjiang Logistics support Business combination not involving
China Ocean Shipping Tally Co., Ltd., Zhanjiang 300.00 - 84.00
China China services enterprises under common control
Zhanjiang Port Donghaidao Bulk Cargo Terminal Zhanjiang Zhanjiang Logistics support Business combination not involving
5,000.00 - 100.00
Co., Ltd. China China services enterprises under common control
Zhanjiang Zhanjiang Logistics support Business combination not involving
Guangdong Zhanjiang Port Logistics Co., Ltd. 10,000.00 - 100.00
China China services enterprises under common control
Zhanjiang Zhanjiang Logistics support Business combination not involving
Zhanjiang Port Haichuan Trading Co., Ltd. 200.00 - 100.00
China China services enterprises under common control
Guangdong Zhanjiang Port Longteng Shipping Zhanjiang Zhanjiang Logistics support Business combination not involving
9,000.00 - 70.00
Co., Ltd. China China services enterprises under common control
Logistics support Business combination not involving
Ningbo Daxie (Note 5) Ningbo China Ningbo China 120,909.00 - 45.00
services enterprises under common control
Shantou Logistics support
Shantou Harbor Towage Service Co., Ltd. Shantou China 1,000.00 - 100.00 Established through investment
China services
Logistics support
Sanya Merchants Port Development Co., Ltd. Sanya China Sanya China 1,000.00 51.00 - Established through investment
services
Shenzhen Shenzhen Owning China HKD Business combination not involving
Malai Warehousing (Shenzhen) Co., Ltd - 100.00
China China Qianhai property 1,600,000,000 enterprises under common control
Hong Kong Hong Kong Investment
Ports Development (Hong Kong) Limited (Note 6) 2,768,291.56 100.00 - Established through investment
China China holding
Property
Shunkong Port Foshan China Foshan China development and 6,122.45 51.00 - Asset acquisition
management
- 141 -
CHINA MERCHANTS PORT GROUP CO., LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
(Unless otherwise specified, the monetary unit shall be RMB.)
(X) EQUITY IN OTHER ENTITIES - continued
1. Interests in subsidiaries - continued
(1) Composition of the Group - Major subsidiaries - continued
Note 1: On 19 June 2018, the Company and China Merchants Group (Hong Kong) Co., Ltd.
("CMHK") entered into an "Agreement of Concerted Action on China Merchants Port
Holdings Company Limited". According to the agreement, CMHK unconditionally keeps
consistent with the Company when voting for the matters discussed at the general
shareholders' meeting of CM Port in respect of its voting power of CM Port as entrusted,
and performs the voting as per the Company's opinion. In March 2022, the Company
transferred its 43.00% equity contribution in China Merchants Port Holdings Company
Limited to the wholly-owned subsidiary Ports Development (Hong Kong) Co., Ltd.
In June and October 2022, CM Port respectively distributed 2021 dividends and 2022
interim dividends to shareholders. The shareholders may select to receive the dividends all
in cash or shares, or receive the dividends part in cash and part in new shares. The
Company, Ports Development (Hong Kong) Co., Ltd. and CMHK select to receive all its
share of dividends from the shareholding in CM Port in the form of scrip dividends. In
2022, the Company and Ports Development (Hong Kong) Co., Ltd. acquired 64,556,000
ordinary shares of CM Port from the secondary market. Upon the completion of above
distribution and the transaction, the proportion of the ordinary shares of CM Port held by
the Group to the total issued ordinary shares of CM Port was changed from 43.18% to
45.69%, while the proportion of the ordinary shares of CM Port held by CMHK to the
total issued ordinary shares of CM Port was changed from 21.98% to 22.42%. Therefore,
the Company has 68.11% voting power of CM Port in total and has control over CM Port.
Note 2:The Group and China Merchants Zhangzhou Development Zone Co., Ltd. entered into an
"Equity Custody Agreement", according to which China Merchants Zhangzhou
Development Zone Co., Ltd. entrusted its 29% equity of ZCMG to the Group for operation
and management. Therefore, the Group has 60% voting power of ZCMG and includes it in
the scope of consolidation of the consolidated financial statements.
Note 3:The Group is entitled to the nomination of most members of the executive commission and
has control over Lome Container Terminal S.A. Therefore, the Group includes it in the
scope of consolidation of the consolidated financial statements.
Note 4:The Group holds 50% equity interest in Zhanjiang Port Petrochemical Terminal Co., Ltd.
According to the agreement, the Group has control over Zhanjiang Port Petrochemical
Terminal Co., Ltd., and therefore includes it in the scope of consolidation of the
consolidated financial statements.
- 142 -
CHINA MERCHANTS PORT GROUP CO., LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
(Unless otherwise specified, the monetary unit shall be RMB.)
(X) EQUITY IN OTHER ENTITIES - continued
1. Interests in subsidiaries - continued
(1) Composition of the Group - Major subsidiaries - continued
Note 5: Cyber Chic Company Limited, a subsidiary of the Company, entered into a cooperation
agreement with Ningbo Zhoushan. According to the cooperation agreement, Cyber Chic
Company Limited and Ningbo Zhoushan will negotiate and communicate to reach a
unanimous action before exercising their shareholder rights over Ningbo Daxie. If the
parties to the agreement fail to reach a consensus on matters such as the operation and
management of Ningbo Daxie, the decision will be based on the opinion of Cyber Chic
Company Limited. After the signing of the Cooperation Agreement, Cyber Chic Company
Limited and Ningbo Zhoushan together own more than 50% of the voting rights in Ningbo
Daxie. As a result, the Group is able to exercise control over Ningbo Daxie and includes it
in the scope of consolidation of the consolidated financial statements.
Note 6:Ports Development (Hong Kong) Co., Ltd. is a limited liability company established by
the Company in Hong Kong, China on 16 February 2022.
(2) Significant non-wholly-owned subsidiaries
Proportion of Profit or loss Dividends distributed Balance of
Name of the ownership interest attributable to minority to minority minority interests
subsidiary held by the minority shareholders in the shareholders in the at the end of the
shareholders (%) current year current year year
CM Port 54.31 4,707,642,117.09 1,590,573,974.57 68,280,647,974.87
- 143 -
CHINA MERCHANTS PORT GROUP CO., LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
(Unless otherwise specified, the monetary unit shall be RMB.)
(X) EQUITY IN OTHER ENTITIES - continued
1. Interests in subsidiaries - continued
(3) Key financial information of significant non-wholly-owned subsidiaries
31/12/2022 31/12/2021
Name of the
Non-current Current Non-current Non-current Current Non-current
subsidiary Current assets Total assets Total liabilities Current assets Total assets Total liabilities
assets liabilities liabilities assets liabilities liabilities
CM Port 12,837,082,258.94 137,558,098,661.09 150,395,180,920.03 18,761,895,893.60 25,152,356,977.50 43,914,252,871.10 12,688,479,912.82 129,676,976,538.08 142,365,456,450.90 17,301,652,593.00 26,291,693,462.84 43,593,346,055.84
2022 2021
Name of
Total Total
the Cash flows from Cash flows from
Operating income Net profit comprehensive Operating income Net profit comprehensive
subsidiary operating activities operating activities
income income
CM Port 10,926,649,847.41 7,771,272,424.87 9,468,881,467.49 5,181,954,271.51 9,835,827,140.59 7,324,839,959.14 6,890,512,293.77 4,700,305,072.57
- 144 -
CHINA MERCHANTS PORT GROUP CO., LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
(Unless otherwise specified, the monetary unit shall be RMB.)
(X) EQUITY IN OTHER ENTITIES - continued
2. Transactions resulting from changes in ownership interests in subsidiaries without
losing control over the subsidiaries
(1) Description of changes in ownership interests in subsidiaries
During the year, the Company's ownership interests in CM Port is changed from 43.18% to
45.69%. Details are set out in Note (X) 1 (1).
(2) Effect of the transactions on minority interests and equity attributable to owners of the
Company
CM Port
Acquisition cost
- Cash 684,350,978.87
- Fair value of non-cash assets 1,408,249,596.23
Total acquisition cost 2,092,600,575.10
Less: Share of net assets of subsidiaries calculated based on the proportion of
3,042,814,449.38
equity acquired
Difference -950,213,874.28
Including: Adjustment to capital reserve 950,213,874.28
Adjustment to surplus reserve -
Adjustment to unappropriated profit -
3. Interests in joint ventures and associates
(1) Significant joint ventures or associates
Proportion of ownership
Accounting treatment
Principal place Place of interests held by the Group
Investee Nature of business of investments in
of business registration (%)
associates
Direct Indirect
Associate
Port and container
SIPG Shanghai, PRC Shanghai, PRC - 28.05 Equity method
terminal business
- 145 -
CHINA MERCHANTS PORT GROUP CO., LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
(Unless otherwise specified, the monetary unit shall be RMB.)
(X) EQUITY IN OTHER ENTITIES - continued
4. Key financial information of significant associate
SIPG
Item 31/12/2022 / 31/12/2021/
2022 2021
Current assets 46,525,054,810.02 50,550,358,636.59
Including: Cash and cash equivalents 26,843,326,028.04 28,494,577,716.81
Non-current assets 135,276,650,788.84 120,237,119,876.27
Total assets 181,801,705,598.86 170,787,478,512.86
Current liabilities 25,863,891,496.14 29,281,912,321.67
Non-current liabilities 34,770,765,671.21 33,699,936,944.88
Total liabilities 60,634,657,167.35 62,981,849,266.55
Minority interests 8,839,640,972.54 8,014,833,731.08
Equity attributable to shareholders of the Company 112,327,407,458.97 99,790,795,515.23
Share of net assets calculated based on the proportion of
31,507,837,792.24 26,584,267,925.26
ownership interests
Adjustments
- Goodwill 2,427,508,397.27 2,066,192,806.75
- Others 236,552,011.66 193,346,651.68
Carrying amount of equity investments in associates 34,171,898,201.17 28,843,807,383.69
Fair value of publicly quoted equity investments
34,877,210,592.30 33,990,040,779.28
in associates
Operating income 37,279,806,723.63 34,288,697,334.43
Net profit 17,910,112,648.83 15,480,719,994.16
Other comprehensive income -526,788,637.24 573,880,124.36
Total comprehensive income 17,383,324,011.59 16,054,600,118.52
Dividends received from associates in the current year 1,240,688,187.97 793,927,959.22
5. Summarized financial information of insignificant associates and joint ventures
31/12/2022 31/12/2021
Item
/2022 / 2021
Joint ventures:
Total carrying amount of investments 9,716,793,055.72 8,540,003,758.64
Aggregate of following items calculated based on
the proportion of ownership interest
- Net profit 419,341,721.80 242,641,893.49
- Other comprehensive income 175,421,702.38 4,375,404.14
- Total comprehensive income 594,763,424.18 247,017,297.63
Associates:
Total carrying amount of investments 48,475,602,662.16 32,969,640,682.19
Aggregate of following items calculated based on
the proportion of ownership interest
- Net profit 2,003,274,864.02 1,857,965,787.11
- Other comprehensive income -300,868,120.56 -92,265,491.63
- Total comprehensive income 1,702,406,743.46 1,765,700,295.48
6. The investees where the Group holds long-term equity investments are not restricted
to transfer funds to the Group.
- 146 -
CHINA MERCHANTS PORT GROUP CO., LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
(Unless otherwise specified, the monetary unit shall be RMB.)
(XI) RISKS ASSOCIATED WITH FINANCIAL INSTRUMENTS
1. Currency risk
Currency risk is the risk that losses will occur because of changes in foreign exchange rates. The
Group's exposure to the currency risk is primarily associated with HKD, USD and EUR. Except
for part of the purchases and sales, the Group's other principal activities are denominated and
settled in RMB. As at 31 December 2022, the balances of the Group's assets and liabilities are
both denominated in functional currency, except that the assets and liabilities set out below are
recorded using foreign currencies. Currency risk arising from the foreign currency balance of
assets and liabilities may have impact on the Group's performance.
Item 31/12/2022 31/12/2021
Cash and bank balances 799,833,569.05 304,226,402.75
Accounts receivable 29,766,083.42 37,640,821.94
Other receivables 360,531,571.16 292,001,737.01
Short-term borrowings 4,090,000,000.00 653,200,000.00
Accounts payable 2,372,883.60 3,534,444.32
Other payables 246,131,122.92 131,844,034.16
Non-current liabilities due within one year 670,000,000.00 2,585,407,534.25
Long-term borrowings 3,669,000,000.00 670,000,000.00
Long-term payables - 3,433,175,756.61
The Group closely monitors the effects of changes in the foreign exchange rates on the Group's
currency risk exposures. According to the current risk exposure and judgment on the exchange
rate movements, the management considers it is unlikely that the exchange rate changes in the
next year will result in significant loss to the Group.
Sensitivity analysis on currency risk
The assumption for the sensitivity analysis on currency risk is that all the cash flow hedges and
hedges of a net investment in a foreign operation are highly effective. On the basis of the above
assumption, where all other variables are held constant, the reasonably possible changes in the
foreign exchange rate may have the following pre-tax effect on the profit or loss for the period
and shareholders' equity:
2022 2021
Effect on Effect on
Item Changes in exchange rate Effect Effect
shareholders' shareholders'
on profit on profit
equity equity
All foreign currencies 5% increase against RMB -383,846,068.61 -383,846,068.61 -146,440,030.80 -146,440,030.80
All foreign currencies 5% decrease against RMB 383,846,068.61 383,846,068.61 146,440,030.80 146,440,030.80
All foreign currencies 5% increase against USD 5,221,127.37 5,221,127.37 5,092,313.03 5,092,313.03
All foreign currencies 5% decrease against USD -5,221,127.37 -5,221,127.37 -5,092,313.03 -5,092,313.03
All foreign currencies 5% increase against HKD 3,837,255.04 3,837,255.04 -201,218,971.96 -201,218,971.96
All foreign currencies 5% decrease against HKD -3,837,255.04 -3,837,255.04 201,218,971.96 201,218,971.96
5% increase against EUR
All foreign currencies 419,047.06 419,047.06 402,049.34 402,049.34
(including FCFA)
5% decrease against EUR
All foreign currencies - 419,047.06 - 419,047.06 -402,049.34 -402,049.34
(including FCFA)
- 147 -
CHINA MERCHANTS PORT GROUP CO., LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
(Unless otherwise specified, the monetary unit shall be RMB.)
(XI) RISKS ASSOCIATED WITH FINANCIAL INSTRUMENTS - continued
2. Interest rate risk - changes in cash flows
Risk of changes in cash flows of financial instruments arising from interest rate changes is mainly
related to bank loans with floating interest rate. (See Note (VIII) 26 and Note (VIII) 36). The
Group continuously and closely monitors the impact of interest rate changes on the Group's
interest rate risk. The Group's policy is to maintain these borrowings at floating rates. Presently,
the Group has no arrangement such as interest rate swaps.
Sensitivity analysis on interest rate risk
Sensitivity analysis on interest rate risk is based on the following assumptions:
Fluctuations of market interest rate can affect the interest income or expense of a financial
instrument with floating interest rate;
For a financial instrument at fair value with fixed interest rate, the fluctuations of market interest
rate can only affect its interest income or expense;
For a derivative financial instrument designated as hedging instrument, the fluctuations of market
interest rate affect its fair value, and all interest rate hedges are expected to be highly effective;
The changes in fair value of derivative financial instruments and other financial assets and
liabilities are calculated using cash flow discounting method by applying the market interest rate at
balance sheet date.
On the basis of above assumptions, where the other variables held constant, the pre-tax effect of
possible and reasonable changes in interest rate on the profit or loss for the period and
shareholders' equity are as follows:
2022 2021
Changes in Effect on Effect on
Item
interest rate Effect on profit shareholders' Effect on profit shareholders'
equity equity
Short-term borrowings and
1% increase -207,621,560.74 -207,621,560.74 -163,962,806.32 -163,962,806.32
long-term borrowings
Short-term borrowings and
1% decrease 207,621,560.74 207,621,560.74 163,962,806.32 163,962,806.32
long-term borrowings
3. Liquidity risk
In the management of the liquidity risk, the Group monitors and maintains a level of cash and
cash equivalents deemed adequate by the management to finance the Group's operations and
mitigate the effects of fluctuations in cash flows. The management monitors the utilisation of
bank borrowings and ensures compliance with loan covenants.
- 148 -
CHINA MERCHANTS PORT GROUP CO., LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
(Unless otherwise specified, the monetary unit shall be RMB.)
(XI) RISKS ASSOCIATED WITH FINANCIAL INSTRUMENTS - continued
3. Liquidity risk - continued
As at 31 December 2022, the Group had total current liabilities in excess of total current assets of
RMB 6,123,555,489.62. As at 31 December 2022, the Group had available and unused line of
credit and bonds amounting to RMB 74,112,485,433.51, which is greater than the balance of the
net current liabilities. The Group can obtain financial support from the available line of credit and
bonds when needed. Therefore, the Group's management believes that the Group has no
significant liquidity risk.
The following is the maturity analysis for financial assets and financial liabilities held by the
Group which is based on undiscounted remaining contractual obligations:
Item Carrying amount Gross amount Within 1 year 1 to 5 years Over 5 years
Short-term borrowings 7,164,338,366.18 7,235,206,811.18 7,235,206,811.18 - -
Accounts payable 811,149,397.66 811,149,397.66 811,149,397.66 - -
Other payables 1,755,885,258.26 1,755,885,258.26 1,755,885,258.26 - -
Non-current liabilities due
11,571,368,811.38 13,000,513,740.76 13,000,513,740.76 - -
within one year
Other current liabilities 3,161,147,525.96 3,175,491,532.81 3,175,491,532.81 - -
Long-term borrowings 12,390,099,177.85 13,332,739,038.22 - 11,944,558,295.20 1,388,180,743.02
Bonds payable 19,088,293,099.02 20,991,603,102.02 - 16,723,687,844.84 4,267,915,257.18
Lease liabilities 948,350,914.04 1,598,294,958.62 - 364,988,464.83 1,233,306,493.79
Other non-current
20,000,000.00 20,543,476.71 - 20,543,476.71 -
liabilities
Long-term payables 3,542,966,493.60 3,546,292,462.09 - 643,944,866.57 2,902,347,595.52
(XII) DISCLOSURE OF FAIR VALUE
1. Closing balance of assets and liabilities measured at fair value
Fair value at 31/12/2022
Level 1 Level 2 Level 3
Item
Fair value Fair value Fair value Total
measurement measurement measurement
Continuously measured at fair value
Held-for-trading financial assets 135,742.11 2,998,645,857.52 - 2,998,781,599.63
Receivables financing - - 163,766,913.10 163,766,913.10
Investments in other equity instruments - - 171,945,275.02 171,945,275.02
Other non-current financial assets 1,717,875,084.72 - 27,865,811.69 1,745,740,896.41
Total assets continuously measured
1,718,010,826.83 2,998,645,857.52 363,577,999.81 5,080,234,684.16
at fair value
2. Basis for determining the market price of items continuously measured at level 1 fair
value
The market prices of held-for-trading financial assets and other non-current financial assets are
determined based on the closing price of the equity instruments at Stock Exchange at 31
December 2022.
- 149 -
CHINA MERCHANTS PORT GROUP CO., LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
(Unless otherwise specified, the monetary unit shall be RMB.)
(XII) DISCLOSURE OF FAIR VALUE - continued
3. Qualitative and quantitative information of valuation techniques and key parameters
adopted for items continuously measured at level 2 fair value
Fair value at
Item Valuation techniques Inputs
31/12/2022
Expected rate of
Held-for-trading financial assets 2,998,645,857.52 Cash flow discounting
return
The fair value of debt instruments at fair value through profit or loss is determined using the cash
flow discounting approach. During the valuation, the Group adopts the expected return as the
input.
4. Qualitative and quantitative information of valuation techniques and key parameters
adopted for items continuously measured at level 3 fair value
Fair value at
Item Valuation techniques Inputs
31/12/2022
Receivables financing 163,766,913.10 Cash flow discounting Discount rate
Investments in other equity
171,945,275.02 Net worth method Carrying amount
instruments
Other non-current financial assets 2,000,000.00 Cash flow discounting Discount rate
Other non-current financial assets 723,955.24 Net worth method Carrying amount
Other non-current financial assets 25,141,856.45 Listed company comparison approach Share price
The fair value of non-listed equity instruments included in equity instruments at fair value through
profit or loss or other comprehensive income is determined using the valuation techniques such as
cash flow discounting method, net worth method, listed company comparison approach etc.
During the valuation, the Group needs to make estimates in respect of the future cash flows, credit
risk, market volatility and relevance etc., select appropriate discount rate and take into
consideration the adjustment of discount and premium.
5. Fair value of financial assets and financial liabilities not measured at fair value
The financial assets and liabilities not measured at fair value mainly include notes receivable,
accounts receivable, other receivables, short-term borrowings, notes payable, accounts payable,
other payables, long-term borrowings, bonds payable, lease liabilities and long-term payables etc.
The Group's management believes that the carrying amounts of financial assets and financial
liabilities at amortized cost in the financial statements approximate their fair values.
- 150 -
CHINA MERCHANTS PORT GROUP CO., LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
(Unless otherwise specified, the monetary unit shall be RMB.)
(XIII) RELATED PARTY RELATIONSHIPS AND TRANSACTIONS
1. Parent of the Company
Proportion of
Proportion of voting
Related party Place of ownership interests
Name of the Company Type of the entity Nature of business Issued share capital power held by the
relationship registration held by the Company
Company (%)
(%)
Broadford Global Limited Parent Private limited company (share limited) Hong Kong Investment holding HKD 21,120,986,262 2.21 63.01 (Note)
Note: Broadford Global Limited directly holds 2.21% equity of the Company, and indirectly holds 14.84% and 45.96% equity of the Company
through the subsidiaries China Merchants Gangtong Development (Shenzhen) Co., Ltd. and China Merchants Port Investment Development
Company Limited (formerly known as China Merchants Investment Development Co., Ltd.) respectively. The ultimate controlling
shareholder of the Company is China Merchants Group.
2. Subsidiaries of the Company
Details of the subsidiaries of the Company are set out in Note (X) 1.
- 151 -
CHINA MERCHANTS PORT GROUP CO., LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
(Unless otherwise specified, the monetary unit shall be RMB.)
(XIII) RELATED PARTY RELATIONSHIPS AND TRANSACTIONS - continued
3. Associates and joint ventures of the Company
Details of the Company's significant joint ventures and associates are set out in Note (X) 3.
Other joint ventures or associates that have related party transactions with the Group in the current
year, or formed balances of related party transactions with the Group in the prior year are as
follows:
Name of joint venture or associate Relationship with the Company
Port of Newcastle and its subsidiaries Joint venture
Guizhou East Land Port Operation Co., Ltd. Joint venture
Qingdao Qianwan United Container Terminal Co., Ltd. Joint venture
Qingdao Qianwan West Port United Wharf Co., Ltd. Joint venture
Qingdao Qianwan New United Container Terminal Co., Ltd. Joint venture
COSCO Logistics (Zhanjiang) Co., Ltd. Joint venture
China Ocean Shipping Agency (Zhanjiang) Co., Ltd Joint venture
Yantai Port Group Laizhou Port Co., Ltd. Joint venture
Qingdao Wutong Century Supply Chain Co., Ltd. Joint venture
China Merchants Port (Shenzhen) Industrial Innovation Private Equity
Joint venture
Investment Fund Partnership (Limited Partnership) ("Investment Fund")
Doraleh Multi-purpose Port Associate
Great Horn Development Company FZCo Associate
International Djibouti Industrial Parks Operation FZCo Associate
Port de Djibouti S.A. Associate
Terminal Link SAS Associate
Tin-Can Island Container Terminal Ltd Associate
Guizhou Qiandongnan Continental Land Port Operation Co., Ltd. Associate
Nanshan Group and its subsidiaries Associate
SIPG Associate
Ningbo Zhoushan and its subsidiaries Associate
Shenzhen Baohong Technology Co., Ltd. Associate
Tianjin Haitian Bonded Logistics Co., Ltd. Associate
Merchants Port City Associate
Zhanjiang Xiagang United Development Co., Ltd. Associate
Zhangzhou COSCO Shipping Agency Co., Ltd. Associate
Chu Kong River Trade Terminal Co., Ltd. Associate
Shantou Zhonglian Tally Co., Ltd Associate
Shantou International Container Terminals Limited Associate
Shenzhen Bay Electricity Industry Co., Ltd. Associate
Tianjin Port Container Terminal Co., Ltd. Associate
Lac Assal Investment Holding Company Limited Associate
CM Port Chuangrong (Shenzhen) Technology Co., Ltd. Associate
Associate, controlled by the same
Liaoning Port and its subsidiaries
ultimate controlling shareholder
- 152 -
CHINA MERCHANTS PORT GROUP CO., LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
(Unless otherwise specified, the monetary unit shall be RMB.)
(XIII) RELATED PARTY RELATIONSHIPS AND TRANSACTIONS - continued
4. Other related parties of the Company
Name of other related parties Relationship with the Company
Antong Holdings and its subordinate companies (Note) The same related natural person
Zhanjiang Infrastructure Construction Investment Group Co., Ltd. Minority shareholder of subsidiary
Zhoushan Blue Ocean Investment Co., Ltd. Minority shareholder of subsidiary
Sri Lanka Ports Authority Minority shareholder of subsidiary
Guangdong Shunkong City Investment Real Estate Co. Ltd. Minority shareholder of subsidiary
China Marine Shipping Agency Guangdong Co., Ltd. Controlled by the same ultimate controlling shareholder
Hoi Tung (Shanghai) Company Limited Controlled by the same ultimate controlling shareholder
Hoi Tung (Shenzhen) Company Limited Controlled by the same ultimate controlling shareholder
South China Sinotrans Supply Chain Management Co., Ltd. Controlled by the same ultimate controlling shareholder
EuroAsia Dockyard Enterprise and Development Limited Controlled by the same ultimate controlling shareholder
Qingdao Bonded Logistics Park Sinotrans Warehousing Logistics Co., Ltd. Controlled by the same ultimate controlling shareholder
Qingdao Sinotrans Supply Chain Management Co., Ltd. Controlled by the same ultimate controlling shareholder
Penavico Shenzhen Warehousing Co., Ltd. Controlled by the same ultimate controlling shareholder
Shenzhen Nanyou (Holdings) Ltd. Controlled by the same ultimate controlling shareholder
Sinotrans Shenzhen Qianhai Supply Chain Management Ltd. Controlled by the same ultimate controlling shareholder
Shenzhen Qianhai Shekou Free Trade Investment Development Co. Ltd. Controlled by the same ultimate controlling shareholder
China Merchants International Shipping Agency (Shenzhen) Co., Ltd. Controlled by the same ultimate controlling shareholder
China Merchants Real Estate (Shenzhen) Co., Ltd. Controlled by the same ultimate controlling shareholder
China Merchants Real Estate Co., Ltd. Controlled by the same ultimate controlling shareholder
Shenzhen Merchants to Home Technology Co., Ltd. Controlled by the same ultimate controlling shareholder
China Merchants Shenzhen Ro-Ro Shipping Co., Ltd. Controlled by the same ultimate controlling shareholder
China Merchants Commercial Property Investment (Shenzhen) Co., Ltd. Controlled by the same ultimate controlling shareholder
China Merchants Property Management (Shenzhen) Co., Ltd. Controlled by the same ultimate controlling shareholder
China Marine Shipping Agency Shenzhen Co., Ltd. Controlled by the same ultimate controlling shareholder
Yiu Lian Dockyards (Shekou) Limited Controlled by the same ultimate controlling shareholder
Yiu Lian Dockyards Limited Controlled by the same ultimate controlling shareholder
China Merchants International Cold Chain (Shenzhen) Company Limited Controlled by the same ultimate controlling shareholder
China Merchants Group Finance Company Limited Controlled by the same ultimate controlling shareholder
China Merchants Port Investment Development Company Limited Controlled by the same ultimate controlling shareholder
China Merchants Finance Lease (Shanghai) Co., Ltd. Controlled by the same ultimate controlling shareholder
China Merchants Finance Lease (Tianjin) Co., Ltd. Controlled by the same ultimate controlling shareholder
China Merchants Shekou Industrial Zone Holdings Co., Ltd. Controlled by the same ultimate controlling shareholder
China Merchant Food (China) Co., Ltd. Controlled by the same ultimate controlling shareholder
China Merchants Tongshang Finance Lease Co., Ltd. Controlled by the same ultimate controlling shareholder
China Merchants Logistics Group Qingdao Co., Ltd. Controlled by the same ultimate controlling shareholder
China Merchants Zhangzhou Development Zone Power Supply Co., Ltd. Controlled by the same ultimate controlling shareholder
China Merchants Securities Co., Ltd. Controlled by the same ultimate controlling shareholder
China Traffic Import and Export Co., Ltd. Controlled by the same ultimate controlling shareholder
Sinotrans Changhang Group Limited Controlled by the same ultimate controlling shareholder
China Merchants Your Cellar (Shenzhen) Co., Ltd. Controlled by the same ultimate controlling shareholder
Shenzhen Dehan Investment Development Co., Ltd. Controlled by the same ultimate controlling shareholder
China Marine Shipping Agency Guangdong Co., Ltd. Controlled by the same ultimate controlling shareholder
Note: Zheng Shaoping resigned as the deputy general manager of the Company on 6 August
2021 and became the chairman of Antong Holdings within 12 months of his departure.
Therefore, the related party relationship between the Group and Antong Holdings lasted
from 22 October 2020 to 6 August 2022.
- 153 -
CHINA MERCHANTS PORT GROUP CO., LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
(Unless otherwise specified, the monetary unit shall be RMB.)
(XIII) RELATED PARTY RELATIONSHIPS AND TRANSACTIONS - continued
4. Other related parties of the Company - continued
Name of other related parties Relationship with the Company
China Merchants Healthcare (Qichun) Co., Ltd. Controlled by the same ultimate controlling shareholder
China Ocean Shipping Tally Shenzhen Co., Ltd. Controlled by the same ultimate controlling shareholder
Sinotrans Central China Co., Ltd. Controlled by the same ultimate controlling shareholder
Sinotrans (HK) Shipping Limited Controlled by the same ultimate controlling shareholder
Sinoway Shipping Ltd. Controlled by the same ultimate controlling shareholder
China Merchants (Liaoning) Port Development Co., Ltd. Controlled by the same ultimate controlling shareholder
China Merchants Heavy Industry (Jiangsu) Co., Ltd. Controlled by the same ultimate controlling shareholder
Sinotrans Shantou Co., Ltd. Controlled by the same ultimate controlling shareholder
China Merchants Apartment Development (Shenzhen) Co., Ltd. Controlled by the same ultimate controlling shareholder
China Merchants-Logistics Shenzhen Co., Ltd. Controlled by the same ultimate controlling shareholder
China Merchants Zhangzhou Development Zone Co., Ltd. Controlled by the same ultimate controlling shareholder
China Ocean Shipping Agency Shenzhen Co. Ltd. Controlled by the same ultimate controlling shareholder
China Marine Shipping Agency Ningbo Co., Ltd. Controlled by the same ultimate controlling shareholder
Sinotrans Container Lines (Hong Kong) Company Limited Controlled by the same ultimate controlling shareholder
Sinotrans Container Lines Co., Ltd. Controlled by the same ultimate controlling shareholder
Yingkou Port Group Co., Ltd. ("Yingkou Port Group") and its subsidiaries Controlled by the same ultimate controlling shareholder
Panjin Port Group Co., Ltd. Controlled by the same ultimate controlling shareholder
Broadford (Shenzhen) Port Development Co., Ltd. Controlled by the same ultimate controlling shareholder
Liaoning Port Group Co., Ltd. Controlled by the same ultimate controlling shareholder
Liaoning Electronic Port Co., Ltd Controlled by the same ultimate controlling shareholder
China Yangtze River Shipping Co., Ltd. Controlled by the same ultimate controlling shareholder
China Merchants Gangrong Big Data Co., Ltd. Controlled by the same ultimate controlling shareholder
Dalian Port Construction Supervision Consulting Co., Ltd. Controlled by the same ultimate controlling shareholder
Dalian Port Group Corporation Limited Controlled by the same ultimate controlling shareholder
Dalian Container Terminal Co., Ltd. Controlled by the same ultimate controlling shareholder
Shenzhen Municipal Public Security Bureau Shekou Police Substation Controlled by the same ultimate controlling shareholder
Shenzhen West Port Security Service Co., Ltd. Controlled by the same ultimate controlling shareholder
Sinotrans South China Co., Ltd. Controlled by the same ultimate controlling shareholder
Dalian Port Container Controlled by the same ultimate controlling shareholder
Jifa Logistics Controlled by the same ultimate controlling shareholder
Dalian Port Communications Engineering Co., Ltd. Controlled by the same ultimate controlling shareholder
Dalian Jifa South Coast International Logistics Co., Ltd. Controlled by the same ultimate controlling shareholder
Dalian Jifa Port Logistics Co., Ltd. Controlled by the same ultimate controlling shareholder
CHINA MERCHANTS SHIPPING AND ENTERPRISES COMPANY
Controlled by the same ultimate controlling shareholder
LIMITED
Ningbo Transocean International Forwarding Agency Co., Ltd. Controlled by the same ultimate controlling shareholder
Qingdao Sinotrans Mining Technology Co., Ltd. Controlled by the same ultimate controlling shareholder
Dalian Bonded Zone Yongdexin Real Estate Development &
Controlled by the same ultimate controlling shareholder
Construction Co., Ltd.
Yingkou Xingang Kuangshi Terminals Co., Ltd. Controlled by the same ultimate controlling shareholder
Dandong Port Group Co., Ltd. Controlled by the same ultimate controlling shareholder
Datong Securities Co., Ltd Significantly influenced by the ultimate controlling shareholder
Dalian Automobile Terminal Co., Ltd Significantly influenced by the ultimate controlling shareholder
Dalian Port Design Research Institute Co., Ltd. Significantly influenced by the ultimate controlling shareholder
Khor Ambado FZCo Significantly influenced by the ultimate controlling shareholder
Djibouti International Hotel Company Significantly influenced by the ultimate controlling shareholder
China Merchants Bank Co., Ltd. Significantly influenced by the ultimate controlling shareholder
China Merchants (Shenzhen) Power Supply Co., Ltd. Significantly influenced by the ultimate controlling shareholder
Shenzhen Wanhai Building Management Co., Ltd. Significantly influenced by the ultimate controlling shareholder
- 154 -
CHINA MERCHANTS PORT GROUP CO., LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
(Unless otherwise specified, the monetary unit shall be RMB.)
(XIII) RELATED PARTY RELATIONSHIPS AND TRANSACTIONS - continued
5. Related party transactions
(1) Rendering and receipt of services
Pricing method and
Content of
Related party decision procedures of 2022 2021
transaction
related transactions
Receipt of services:
Shenzhen Bay Electricity Industry Co., Ltd. Service expense Negotiation 55,476,519.62 52,118,359.34
China Merchants Finance Lease (Shanghai) Co., Ltd. Service expense Negotiation 21,363,353.64 -
Nanshan Group and its subsidiaries Service expense Negotiation 20,553,330.63 12,899,160.06
Hoi Tung (Shanghai) Company Limited Service expense Negotiation 19,923,373.82 9,908,555.07
Qingdao Qianwan West Port United Wharf Co., Ltd. Service expense Negotiation 18,229,532.95 17,429,281.52
Shenzhen Merchants Electricity Supply Co., ltd Service expense Negotiation 17,893,208.32 16,896,892.16
COSCO Logistics (Zhanjiang) Co., Ltd. Service expense Negotiation 16,324,326.06 13,741,598.64
Ningbo Zhoushan Service expense Negotiation 14,417,120.66 14,902,071.93
Shenzhen West Port Security Service Co., Ltd. Service expense Negotiation 11,952,754.94 8,628,090.47
Yiu Lian Dockyards Limited Service expense Negotiation 8,489,653.19 8,484,365.83
China Merchants Property Management (Shenzhen) Co., Ltd. Service expense Negotiation 7,959,601.92 11,411,320.65
Shenzhen Nanyou (Holdings) Ltd. Service expense Negotiation 5,764,441.32 -
China Merchants Port Investment Development Company
Service expense Negotiation 5,571,699.92 2,511,488.39
Limited
China Merchants Zhangzhou Development Zone Power
Service expense Negotiation 5,562,706.02 5,148,081.30
Supply Co., Ltd.
China Merchants Securities Co., Ltd. Service expense Negotiation 5,547,169.80 -
Sinoway Shipping Ltd. Service expense Negotiation 4,886,700.00 -
China Merchants Commercial Property Investment
Service expense Negotiation 3,896,620.63 6,963,663.53
(Shenzhen) Co., Ltd.
Liaoning Port and its subsidiaries Service expense Negotiation 3,612,247.90 1,453,666.27
Yingkou Port Group and its subsidiaries Service expense Negotiation 2,838,787.56 3,655,450.63
China Marine Shipping Agency Guangdong Co., Ltd. Service expense Negotiation 2,619,862.38 5,128,165.14
China Merchant Food (China) Co., Ltd. Service expense Negotiation 2,534,006.83 2,010,522.22
China Marine Shipping Agency Shenzhen Co., Ltd. Service expense Negotiation 2,486,175.66 2,886,771.98
Djibouti International Hotel Company Service expense Negotiation 2,344,919.84 -
Shenzhen Merchants to Home Technology Co. Service expense Negotiation 2,270,488.10 2,529,286.74
China Ocean Shipping Tally Shenzhen Co., Ltd. Service expense Negotiation 2,086,506.13 2,367,078.52
Khor Ambado FZCo Service expense Negotiation 1,765,467.27 -
China Merchants Healthcare (Qichun) Co., Ltd. Service expense Negotiation 1,188,397.44 874,591.30
Shenzhen Municipal Public Security Bureau Shekou Police Service expense Negotiation - 13,215,162.92
Shenzhen Qianhai Shekou Free Trade Investment
Service expense Negotiation - 3,246,406.82
Development Co. Ltd.
Qingdao Wutong Century Supply Chain Co., Ltd. Service expense Negotiation - 1,412,347.77
China Merchants Logistics Group Qingdao Co., Ltd. Service expense Negotiation - 278,746.88
China Merchants Your Cellar (Shenzhen) Co., Ltd. Service expense Negotiation - 145,501.77
Other related parties Service expense Negotiation 6,780,732.36 5,426,539.23
Purchase of
China Merchants Bank Co., Ltd. Negotiation 900,061,111.11 901,314,575.34
structured deposits
China Merchants Group Finance Company Limited Interest expense Negotiation 74,066,413.54 57,267,460.41
China Merchants Bank Co., Ltd. Interest expense Negotiation 8,970,399.98 7,309,189.97
China Merchants Finance Lease (Tianjin) Co., Ltd. Interest expense Negotiation 724,437.17 -
China Merchants Tongshang Finance Lease Co., Ltd. Property utilities Negotiation 4,089,619.16 -
Other related parties Property utilities Negotiation - 1,527,482.73
Total 1,262,251,685.87 1,193,091,875.53
- 155 -
CHINA MERCHANTS PORT GROUP CO., LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
(Unless otherwise specified, the monetary unit shall be RMB.)
(XIII) RELATED PARTY RELATIONSHIPS AND TRANSACTIONS - continued
5. Related party transactions - continued
(1) Rendering and receipt of services - continued
Pricing method and
Content of
Related party decision procedures of 2022 2021
transaction
related transactions
Rendering of services:
COSCO Logistics (Zhanjiang) Co., Ltd. Service income Negotiation 203,783,472.45 172,689,315.75
Liaoning Port and its subsidiaries Service income Negotiation 165,608,963.82 84,665,638.27
Antong Holdings and its subordinate companies Service income Negotiation 124,308,389.86 149,257,485.43
Qingdao Qianwan United Container Terminal Co., Ltd. Service income Negotiation 61,896,678.04 57,107,934.04
China Ocean Shipping Agency (Zhanjiang) Co., Ltd Service income Negotiation 59,100,409.00 58,774,852.27
China Marine Shipping Agency Guangdong Co., Ltd. Service income Negotiation 57,816,828.74 78,136,291.87
Yingkou Port Group and its subsidiaries Service income Negotiation 41,932,643.50 59,158,823.90
China Merchants International Shipping Agency (Shenzhen) Co., Ltd. Service income Negotiation 29,854,035.10 19,931,387.34
Sinoway Shipping Ltd. Service income Negotiation 22,315,438.97 2,275,910.33
Liaoning Port Group Co., Ltd. Service income Negotiation 19,746,474.90 30,230,480.12
Yiu Lian Dockyards (Shekou) Limited Service income Negotiation 15,088,720.57 15,861,643.81
Sinotrans Central China Co., Ltd. Service income Negotiation 9,600,255.49 2,557.32
CM Port Chuangrong (Shenzhen) Technology Co., Ltd. Service income Negotiation 8,665,860.83 5,060,041.98
Sinotrans Container Lines Co., Ltd. Service income Negotiation 7,891,652.35 9,659,043.11
South China Sinotrans Supply Chain Management Co., Ltd. Service income Negotiation 5,745,399.44 3,315,529.59
Shenzhen Baohong Technology Co., Ltd. Service income Negotiation 5,562,857.25 12,375,371.81
Sinotrans Shenzhen Qianhai Supply Chain Management Ltd. Service income Negotiation 5,354,930.31 8,201,186.45
China Ocean Shipping Agency Shenzhen Co. Ltd. Service income Negotiation 4,966,841.25 6,742,585.37
China Marine Shipping Agency Shenzhen Co., Ltd. Service income Negotiation 4,955,801.22 6,065,850.59
China Yangtze River Shipping Co., Ltd. Service income Negotiation 4,864,882.39 4,015,942.03
Qingdao Bonded Logistics Park Sinotrans Warehousing Logistics
Service income Negotiation 4,633,215.32 2,060,322.30
Co., Ltd.
Qingdao Qianwan West Port United Wharf Co., Ltd. Service income Negotiation 4,335,903.64 3,556,894.16
China Merchants International Cold Chain (Shenzhen) Company
Service income Negotiation 4,050,145.80 -
Limited
Sinotrans Container Lines (Hong Kong) Company Limited Service income Negotiation 3,545,752.04 2,618,545.62
Qingdao Qianwan New United Container Terminal Co., Ltd. Service income Negotiation 3,174,751.23 2,727,630.47
Sinotrans & CSC Holdings Co., Ltd. Service income Negotiation 2,971,698.12 1,349,056.61
SIPG Service income Negotiation 2,633,413.21 1,430,583.02
Shantou Zhonglian Tally Co., Ltd Service income Negotiation 2,509,658.22 2,688,839.07
Yantai Port Group Laizhou Port Co., Ltd. Service income Negotiation 2,075,471.68 2,043,962.25
China Merchants Port Investment Development Company Limited Service income Negotiation 1,907,632.07 6,100,924.53
China Merchants Heavy Industry (Jiangsu) Co., Ltd. Service income Negotiation 1,814,935.95 2,788,745.68
Nanshan Group and its subsidiaries Service income Negotiation 1,707,871.21 1,147,657.18
Merchants Port City Service income Negotiation 1,672,423.95 1,591,345.21
Sinotrans Shantou Co., Ltd. Service income Negotiation 1,610,585.09 1,411,180.98
Tianjin Port Container Terminal Co., Ltd. Service income Negotiation 1,475,548.18 722,817.00
CHINA MERCHANTS SHIPPING AND ENTERPRISES COMPANY
Service income Negotiation 1,204,104.79 459,445.09
LIMITED
Ningbo Transocean International Forwarding Agency Co., Ltd. Service income Negotiation 1,179,815.94 -
Investment Fund Service income Negotiation 1,142,414.06 821,804.81
Shantou International Container Terminals Limited Service income Negotiation 1,068,566.79 2,830,152.56
Dalian Port Construction Supervision Consulting Co., Ltd. Service income Negotiation 1,060,945.09 1,561,447.66
Dalian Automobile Terminal Co., Ltd. Service income Negotiation 968,960.44 2,162,744.31
Dalian Port Group Co., Ltd. Service income Negotiation 890,607.59 1,471,595.43
China Merchants Shekou Industrial Zone Holdings Co., Ltd. Service income Negotiation 867,155.09 2,379,478.59
China Merchants Gangrong Big Data Co., Ltd. Service income Negotiation 833,383.69 3,839,970.76
Shenzhen Dehan Investment Development Co., Ltd. Service income Negotiation 760,365.57 1,106,438.68
Datong Securities Co., Ltd. Service income Negotiation 752,654.88 1,464,247.85
- 156 -
CHINA MERCHANTS PORT GROUP CO., LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
(Unless otherwise specified, the monetary unit shall be RMB.)
(XIII) RELATED PARTY RELATIONSHIPS AND TRANSACTIONS - continued
5. Related party transactions - continued
(1) Rendering and receipt of services - continued
Pricing method and
Content of
Related party decision procedures of 2022 2021
transaction
related transactions
Rendering of service:
China Marine Shipping Agency Guangdong Co., Ltd. Service income Negotiation 681,455.19 1,234,211.32
Liaoning Electronic Port Co., Ltd. Service income Negotiation 613,207.55 1,007,547.18
Guizhou East Land Port Operation Co., Ltd. Service income Negotiation 592,407.92 2,379,122.83
Dalian Port Design Research Institute Co., Ltd. Service income Negotiation 197,369.99 1,217,915.13
Penavico Shenzhen Warehousing Co., Ltd. Service income Negotiation 160,663.44 206,068.60
China Merchants-Logistics Shenzhen Co., Ltd. Service income Negotiation 107,700.00 364,878.63
Broadford (Shenzhen) Port Development Co., Ltd. Service income Negotiation - 233,023,495.03
China Marine Shipping Agency Ningbo Co., Ltd. Service income Negotiation - 127,750,175.04
China Merchants International Cold Chain (Shenzhen)
Service income Negotiation - 6,932,874.90
Company Limited
Sinotrans (HK) Shipping Limited Service income Negotiation - 1,270,858.60
Guizhou Qiandongnan Continental Land Port Operation Co., Ltd. Service income Negotiation - 975,890.37
China Merchants (Liaoning) Port Development Co., Ltd. Service income Negotiation - 943,396.22
Zhangzhou COSCO Shipping Agency Co., Ltd. Service income Negotiation - 820,987.04
Doraleh Multi-purpose Port Service income Negotiation - 585,604.28
International Djibouti Industrial Parks Operation FZCO Service income Negotiation - 502,024.39
Other related parties Service income Negotiation 26,887,970.55 13,882,596.99
Terminal Link SAS Interest income Negotiation 169,844,015.81 165,180,415.51
Port of Newcastle and its subsidiaries Interest income Negotiation 17,721,583.77 76,683,050.81
China Merchants Group Finance Company Limited Interest income Negotiation 25,519,980.42 24,994,228.38
Tianjin Haitian Bonded Logistics Co., Ltd. Interest income Negotiation 1,558,375.91 1,558,375.91
China Merchants Bank Co., Ltd. Interest income Negotiation 105,426,962.23 32,931,572.09
Merchants Port City Interest income Negotiation - 1,957,067.27
Total 1,259,220,207.90 1,530,266,057.72
(2) Leases with related parties
The Group as the lessor:
Pricing method and Lease income Lease income
Name of the lessee Type of leased assets decision procedures of recognized in the recognized in the
related transactions current year prior year
Qingdao Qianwan West Port United Wharf Co., Ltd. Buildings and structures Negotiation 10,222,395.86 9,711,263.00
China Merchants Real Estate (Shenzhen) Co., Ltd. Buildings and structures Negotiation 7,152,157.00 -
Qingdao Bonded Logistics Park Sinotrans Warehousing Port and terminal
Negotiation 6,876,165.97 5,533,737.88
Logistics Co., Ltd. facilities
China Merchant Food (China) Co., Ltd. Buildings and structures Negotiation 5,683,461.66 5,414,148.96
China Traffic Import and Export Co., Ltd. Buildings and structures Negotiation 5,473,072.56 5,212,396.32
Nanshan Group and its subsidiaries Buildings and structures Negotiation 5,065,342.55 2,478,760.43
Qingdao Sinotrans Mining Technology Co., Ltd Buildings and structures Negotiation 4,750,557.12 -
Qingdao Sinotrans Supply Chain Management Co., Ltd. Buildings and structures Negotiation 3,558,552.62 3,926,471.23
Qingdao Qianwan United Container Terminal Co., Ltd. Buildings and structures Negotiation 3,037,651.81 2,407,032.41
China Merchants Securities Co., Ltd. Buildings and structures Negotiation 2,567,514.78 2,265,123.10
Yiu Lian Dockyards (Shekou) Limited Buildings and structures Negotiation 2,195,466.64 3,008,337.95
Qingdao Wutong Century Supply Chain Co., Ltd. Buildings and structures Negotiation 2,119,296.03 619,965.10
Sinotrans South China Co., Ltd. Buildings and structures Negotiation 564,605.52 1,897,332.07
Buildings and
Other related parties structures, land use Negotiation 6,856,178.26 7,650,774.22
rights
Total 66,122,418.38 50,125,342.67
- 157 -
CHINA MERCHANTS PORT GROUP CO., LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
(Unless otherwise specified, the monetary unit shall be RMB.)
(XIII) RELATED PARTY RELATIONSHIPS AND TRANSACTIONS - continued
5. Related party transactions - continued
(2) Leases with related parties - continued
The Group as the lessee:
Lease term (disclose
Other significant
Name of the lessor Type of leased assets Rental (year) the period covered by
lease terms
contract)
Nanshan Group and its subsidiaries Buildings and structures 64,589,226.16 2019.01.01-2024.12.31 N/A
China Merchants Finance Lease (Shanghai) Co., Ltd. Port and terminal facilities 58,302,270.50 2018.03.19-2024.03.26 N/A
Machinery and equipment,
China Merchants Finance Lease (Shanghai) Co., Ltd. 57,849,868.06 2018.11.30-2024.11.30 N/A
port and terminal facilities
China Merchants Tongshang Finance Lease Co., Ltd. Machinery and equipment 46,381,918.54 2017.10.31-2023.10.27 N/A
China Merchants Finance Lease (Tianjin) Co., Ltd. Port and terminal facilities 35,733,649.64 2018.03.19-2024.03.26 N/A
China Merchants Shekou Industrial Zone Holdings
Port and terminal facilities 30,584,055.34 2022.01.01-2023.12.31 N/A
Co., Ltd.
China Merchants Tongshang Finance Lease Co., Ltd. Machinery and equipment 17,717,147.04 2016.12.26-2022.11.15 N/A
EuroAsia Dockyard Enterprise and Development
Port and terminal facilities 14,696,367.93 2022.01.01-2022.12.31 N/A
Limited
China Merchants Shekou Industrial Zone Holdings
Others 6,115,067.28 2022.01.01-2024.12.31 N/A
Co., Ltd.
Shenzhen Qianhai Shekou Free Trade Investment
Buildings and structures 4,206,780.00 2022.01.01-2022.12.31 N/A
Development Co. Ltd.
Shenzhen Qianhai Shekou Free Trade Investment
Others 3,968,660.38 2022.01.15-2022.07.31 N/A
Development Co. Ltd.
China Merchants Commercial Property Investment
Buildings and structures 3,889,563.40 2021.01.01-2022.12.31 N/A
(Shenzhen) Co., Ltd.
Nanshan Group and its subsidiaries Others 3,795,785.53 2022.01.01-2024.12.31 N/A
With progressively
China Merchants Finance Lease (Tianjin) Co., Ltd. Port and terminal facilities 3,105,625.00 2022.06.16-2025.06.16 increasing and
decreasing rent
Nanshan Group and its subsidiaries Buildings and structures 3,083,925.40 2022.01.01-2022.12.31 N/A
Shenzhen Nanyou (Holdings) Ltd. Others 1,995,553.15 2022.01.01-2022.12.31 N/A
China Merchants Commercial Property Investment With progressively
Buildings and structures 1,342,488.00 2021.01.01-2022.12.31
(Shenzhen) Co., Ltd. increasing rent
China Merchants Commercial Property Investment
Buildings and structures 1,241,376.00 2022.01.01-2022.12.31 N/A
(Shenzhen) Co., Ltd.
Nanshan Group and its subsidiaries Buildings and structures 1,200,466.97 2022.01.01-2022.09.30 N/A
With progressively
Shenzhen Wanhai Building Management Co., Ltd. Buildings and structures 1,202,209.02 2021.06.15-2024.06.14
increasing rent
China Merchants International Cold Chain (Shenzhen)
Port and terminal facilities 1,032,762.89 2021.05.01-2024.04.30 N/A
Company Limited
China Merchants International Cold Chain (Shenzhen)
Buildings and structures 861,000.00 2022.03.22-2023.02.28 N/A
Company Limited
China Merchants International Cold Chain (Shenzhen)
Buildings and structures 840,000.00 2021.03.01-2022.02.28 N/A
Company Limited
Qingdao Qianwan United Container Terminal Co., Ltd. Buildings and structures 662,285.71 2022.05.01-2023.12.31 N/A
Dalian Free Trade Zone Yongdexin Real Estate
Buildings and structures 408,741.23 2023.01.01-2023.12.31 N/A
Development and Construction Co., Ltd.
Attached with
China Nanshan Development (Group) Co., Ltd. Buildings and structures 319,869.42 2019.01.01-2023.12.31
renewal option
China Nanshan Development (Group) Co., Ltd. Others 230,502.86 2021.01.01-2023.12.31 N/A
China Merchants Apartment Development China
Buildings and structures 142,674.30 2022.01.01-2022.12.31 N/A
Merchants Apartment Development
Nanshan Group and its subsidiaries Buildings and structures 118,800.00 2019.01.01-2023.12.31 N/A
Attached with
Nanshan Group and its subsidiaries Port and terminal facilities 108,078.38 2019.01.01-2024.12.31
renewal option
Dalian Port Group Corporation Limited Buildings and structures 80,000.00 2022.01.01-2022.12.31 N/A
Nanshan Group and its subsidiaries Buildings and structures 53,931.60 2022.09.01-2023.08.31 N/A
Dalian Port Communications Engineering Co., Ltd. Buildings and structures 50,000.00 2022.01.01-2022.12.31 N/A
China Merchants International Cold Chain (Shenzhen)
Buildings and structures 48,604.84 2022.03.01-2022.03.21 N/A
Company Limited
Nanshan Group and its subsidiaries Others 11,592.00 2021.07.01-2022.06.30 N/A
Total 365,970,846.57
- 158 -
CHINA MERCHANTS PORT GROUP CO., LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
(Unless otherwise specified, the monetary unit shall be RMB.)
(XIII) RELATED PARTY RELATIONSHIPS AND TRANSACTIONS - continued
5. Related party transactions - continued
(3) Related party guarantees
The Group as the guarantor
Guaranteed The guarantee has
Secured party Credit line Commencement date Maturity
amount been completed or not
2022
Terminal Link SAS (Note 1) 66,490,102.62 66,490,102.62 1 June 2013 2033 No
Khor Ambado FZCo (Note 2) 200,580,480.00 120,182,425.59 24 May 2019 2032 No
Total 267,070,582.62 186,672,528.21
2021
Terminal Link SAS (Note 1) 65,122,443.30 65,122,443.30 1 June 2013 2033 No
Khor Ambado FZCo (Note 2) 253,381,120.00 110,394,672.56 24 May 2019 2032 No
Total 318,503,563.30 175,517,115.86
Note 1: CMA CGM S.A. is another shareholder of Terminal Link SAS, an associate of the
Group. The Group has made a commitment to CMA CGM S.A. that the Group will
provide guarantee for its bank loans and other liabilities to Terminal Link SAS to the
extent of the Group's 49% ownership interest in the company. The actual guaranteed
amount is RMB 66,490,102.62 as at 31 December 2022. If any guarantee liability occurs,
the Group will compensate CMA CGM S.A.
Note 2: Khor Ambado FZCo is a related party of the Group's ultimate controlling shareholder.
The Group provides guarantee for its bank loans and other liabilities, the actual amount of
which as at 31 December 2022 is RMB 120,182,425.59.
(4) Borrowings and loans with related parties
Commencement
Related party Amount Maturity date Description
date
2022
Borrowings
Actual borrowing Agreed repayment
China Merchants Group Finance Company Limited 604,990,472.82 Short-term borrowings
date date
Actual borrowing Agreed repayment
China Merchants Bank Co., Ltd. 140,139,852.77 Long-term borrowings
date date
Actual borrowing Agreed repayment
China Merchants Group Finance Company Limited 31,618,224.87 Long-term borrowings
date date
Actual borrowing Agreed repayment
China Merchants Bank Co., Ltd. 15,015,583.33 Short-term borrowings
date date
Total 791,764,133.79
(5) Asset transfer from related parties
Pricing method and
Related party Content of transaction decision procedures of 2022 2021
related transactions
Hoi Tung (Shanghai) Company Limited Fixed assets Negotiation 8,831,858.42 4,115,044.26
Hoi Tung (Shanghai) Company Limited Construction in progress Negotiation 4,853,097.34 -
Broadford (Shenzhen) Port Development Co., Ltd. Equity investment Valuation - 384,000,000.00
Hoi Tung (Shenzhen) Company Limited Machinery and equipment Market price - 1,345,132.74
Other related parties Construction in progress Negotiation - 485,704.85
Total 13,684,955.76 389,945,881.85
- 159 -
CHINA MERCHANTS PORT GROUP CO., LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
(Unless otherwise specified, the monetary unit shall be RMB.)
(XIII) RELATED PARTY RELATIONSHIPS AND TRANSACTIONS - continued
5. Related party transactions - continued
(6) Compensation for key management personnel
Item 2022 2021
Compensation for key management personnel 20,313,774.52 14,796,861.98
6. Amounts due from/to related parties
(1) Amounts due from related parties
Item Related party 31/12/2022 31/12/2021
China Merchants Bank Co., Ltd. 3,387,973,124.59 2,563,011,212.30
Cash and bank balances China Merchants Group Finance Company Limited 1,841,698,554.32 2,178,303,655.54
Total 5,229,671,678.91 4,741,314,867.84
Held-for-trading
China Merchants Bank Co., Ltd. 900,061,111.11 901,314,575.34
financial assets
Ningbo Zhoushan and its subsidiaries 20,289,988.06 -
China Marine Shipping Agency Guangdong Co., Ltd. 17,505,768.03 1,970,902.79
Antong Holdings and its subordinate companies 8,395,245.04 13,014,575.59
SINOWAY SHIPPING LIMITED 4,564,389.71 512,749.94
COSCO Logistics (Zhanjiang) Co., Ltd. 4,045,734.88 5,211,554.51
Qingdao Qianwan West Port United Wharf Co., Ltd. 3,749,064.99 2,315,131.88
Liaoning Port Co., Ltd. 3,680,900.00 1,414,964.00
Yiu Lian Dockyards (Shekou) Limited 3,554,521.60 4,414,431.20
Khor Ambado FZCo 3,108,610.49 2,842,053.59
Dalian Jifa Port Logistics Co., Ltd. 2,220,941.63 337,180.00
Great Horn Development Company FZCo 2,157,859.50 2,606,831.64
Dalian Container Terminal Co., Ltd. 1,957,840.00 330,000.60
Dalian Jifa South Coast International Logistics Co., Ltd. 1,839,478.79 817,625.00
Liaoning Port Group Co., Ltd. 1,821,581.00 733,681.00
Port de Djibouti S.A. 1,770,749.55 1,618,911.45
Accounts receivable Qingdao Qianwan United Container Terminal Co., Ltd. 1,729,380.01 1,049,999.99
China Merchants International Shipping Agency (Shenzhen)
1,530,505.68 1,341,323.72
Co., Ltd.
Nanshan Group and its subsidiaries 1,404,627.23 -
Sinotrans Container Lines Co., Ltd. 1,287,851.75 1,436,388.75
China Ocean Shipping Agency Shenzhen Co., Ltd. 758,113.05 1,418,539.82
South China Sinotrans Supply Chain Management Co., Ltd. 659,854.40 475,477.60
Sinotrans (HK) Shipping Limited 375,748.78 1,068,888.42
China Marine Shipping Agency Ningbo Co., Ltd. 164,981.21 6,502,287.89
Yingkou Port Group and its subsidiaries 160,491.00 3,333,618.62
Panjin Port Group - 1,467,000.00
China Merchants International Cold Chain (Shenzhen)
- 1,215,660.73
Company Limited
Guizhou East Land Port Operation Co., Ltd. - 89,177.60
Other related parties 13,549,055.64 8,951,295.22
Total 102,283,282.02 66,490,251.55
- 160 -
CHINA MERCHANTS PORT GROUP CO., LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
(Unless otherwise specified, the monetary unit shall be RMB.)
(XIII) RELATED PARTY RELATIONSHIPS AND TRANSACTIONS - continued
6. Amounts due from/to related parties - continued
(1) Amounts due from related parties - continued
Item Related party 31/12/2022 31/12/2021
Nanshan Group 240,591,000.00 185,070,000.00
Tin-Can Island Container Terminal Ltd 65,121,449.40 19,076,909.00
Qingdao Qianwan United Container Terminal Co., Ltd. 50,000,000.00 -
Dividends receivable Merchants Port City 41,847,044.77 41,847,044.77
COSCO Logistics (Zhanjiang) Co., Ltd. 18,449,001.16 18,403,959.77
Other related parties 232,047.23 277,072.09
Total 416,240,542.56 264,674,985.63
Chu Kong River Trade Terminal Co., Ltd. 36,053,588.00 32,953,940.00
Port de Djibouti S.A. 24,808,664.70 22,681,372.48
Shenzhen Nanyou (Holdings) Ltd. 6,725,260.86 110,902.00
Shenzhen Qianhai Shekou Free Trade Investment Development
6,310,000.00 6,000,000.00
Co., Ltd.
Zhoushan Blue Ocean Investment Co., Ltd. 4,996,989.39 4,996,989.39
China Merchants Shenzhen Ro-Ro Shipping Co., Ltd. 2,899,163.95 2,899,163.95
EuroAsia Dockyard Enterprise and Development Limited 1,510,055.76 1,380,231.20
Other receivables
China Merchants Commercial Property Investment (Shenzhen)
1,132,846.40 1,132,846.40
Co., Ltd.
Nanshan Group and its subsidiaries 1,009,839.70 129,239.70
China Merchants Port Investment Development Company Limited - 5,000,000.00
Zhanjiang Infrastructure Construction Investment Group Co., Ltd. - 4,907,365.06
COSCO Logistics (Zhanjiang) Co., Ltd. - 2,190,539.40
Other related parties 3,550,453.73 6,477,504.63
Total 88,996,862.49 90,860,094.21
Nanshan Group and its subsidiaries 9,000.00 -
Prepayments Other related parties 6,351.75 -
Total 15,351.75 -
Port of Newcastle and its subsidiaries 852,919,208.25 60,029,243.30
Non-current assets due Terminal Link SAS 46,409,214.10 42,429,677.59
within one year China Merchants Finance Lease (Tianjin) Co., Ltd. 3,800,000.00 -
Total 903,128,422.35 102,458,920.89
Terminal Link SAS 2,931,108,250.96 2,679,769,106.42
Tianjin Haitian Bonded Logistics Co., Ltd. 34,300,000.00 34,300,000.00
China Merchants Finance Lease (Shanghai) Co., Ltd. 6,200,000.00 -
Long-term receivables
China Merchants Finance Lease (Tianjin) Co., Ltd. 659,515.88 10,000,000.00
Port of Newcastle and its subsidiaries - 750,086,910.62
Total 2,972,267,766.84 3,474,156,017.04
Other non-current assets China Traffic Import and Export Co., Ltd. - 20,854,077.98
- 161 -
CHINA MERCHANTS PORT GROUP CO., LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
(Unless otherwise specified, the monetary unit shall be RMB.)
(XIII) RELATED PARTY RELATIONSHIPS AND TRANSACTIONS - continued
6. Amounts due from/to related parties - continued
(2) Amounts due to related parties
Item Related party 31/12/2022 31/12/2021
China Merchants Group Finance Company Limited 413,453,629.50 3,393,366,381.96
Short-term borrowings China Merchants Bank Co., Ltd. 15,015,583.33 -
Total 428,469,212.83 3,393,366,381.96
Other current liabilities China Merchants Group Finance Company Limited 10,056,575.34 10,012,082.19
Antong Holdings and its subordinate companies 16,948,161.45 -
Ningbo Zhoushan and its subsidiaries 16,725,206.29 1,159,307.43
Qingdao Qianwan West Port United Wharf Co., Ltd. 8,007,474.16 6,742,200.79
Shenzhen Bay Electricity Industry Co., Ltd. 4,920,501.06 4,987,709.79
SINOWAY SHIPPING LIMITED 4,886,700.00 -
Nanshan Group and its subsidiaries 4,259,215.79 3,154,427.56
Accounts payable
EuroAsia Dockyard Enterprise and Development Limited 2,363,408.70 3,142,704.91
China Merchants Port Investment Development Company Limited 1,203,536.99 37,539.37
Yiu Lian Dockyards Limited 792,077.94 2,651,200.00
China Marine Shipping Agency Shenzhen Co., Ltd. 248,149.17 633,810.99
Other related parties 4,212,603.81 3,064,781.40
Total 64,567,035.36 25,573,682.24
Qingdao Wutong Century Supply Chain Co., Ltd. 196,301.30 -
Receipts in advance Other related parties 160,600.00 53,057.84
Total 356,901.30 53,057.84
Dalian Container Terminal Co., Ltd. 9,679,785.44 3,573,179.78
Dandong Port Group Co., Ltd. 3,842,709.07 -
Qingdao Qianwan United Container Terminal Co., Ltd. 1,556,753.55 1,050,000.00
Yingkou Xingang Kuangshi Terminals Co., Ltd. 1,514,844.30 -
Contract liabilities Antong Holdings and its subordinate companies 1,468,616.91 1,994,209.18
COSCO Logistics (Zhanjiang) Co., Ltd. 1,275,397.28 -
Qingdao Sinotrans Supply Chain Management Co., Ltd. 368,484.60 1,578,302.00
Other related parties 2,508,480.44 2,897,061.68
Total 22,215,071.59 11,092,752.64
Zhanjiang Infrastructure Construction Investment Group Co., Ltd. 41,400,234.06 -
China Merchants Zhangzhou Development Zone Co., Ltd. 20,000,000.00 20,000,000.00
Dalian Port Container 14,000,000.00 18,349,264.69
Dividends payable
Sri Lanka Ports Authority 10,446,900.00 -
Jifa Logistics 3,000,000.00 4,945,967.80
Total 88,847,134.06 43,295,232.49
Lac Assal Investment Holding Company Limited 47,359,371.46 -
Antong Holdings and its subordinate companies 12,730,734.37 8,077,252.00
China Merchants Real Estate (Shenzhen) Co., Ltd. 10,079,369.00 10,079,369.00
China Merchants Shekou Industrial Zone Holdings Co., Ltd. 6,420,820.68 -
China Merchants Port Investment Development Company Limited 4,130,081.82 7,417,802.54
China Merchants Commercial Property Investment (Shenzhen)
3,750,000.03 7,839,816.47
Co., Ltd.
China Merchants Real Estate Co., Ltd. 3,263,853.86 -
Other payables
Sinotrans Shenzhen Qianhai Supply Chain Management Ltd. 1,628,515.12 1,579,720.16
Zhanjiang Xiagang United Development Co., Ltd. 1,439,753.57 1,433,473.84
China Merchant Food (China) Co., Ltd. 1,069,017.00 1,069,017.00
Shenzhen Baohong Technology Co., Ltd. 749,269.39 -
Port de Djibouti S.A. - 254,894,592.46
Terminal Link SAS - 3,910,337.39
Other related parties 6,732,058.14 5,419,228.21
Total 99,352,844.44 301,720,609.07
- 162 -
CHINA MERCHANTS PORT GROUP CO., LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
(Unless otherwise specified, the monetary unit shall be RMB.)
(XIII) RELATED PARTY RELATIONSHIPS AND TRANSACTIONS - continued
6. Amounts due from/to related parties - continued
(2) Amounts due to related parties - continued
Item Related party 31/12/2022 31/12/2021
China Merchants Group Finance Company Limited 110,838,087.45 27,106,533.22
China Merchants Finance Lease (Shanghai) Co., Ltd. 103,236,707.51 104,204,701.37
Nanshan Group and its subsidiaries 65,165,836.97 56,174,150.92
China Merchants Tongshang Finance Lease Co., Ltd. 45,115,824.42 60,639,407.07
China Merchants Shekou Industrial Zone Holdings Co., Ltd. 37,012,422.69 -
China Merchants Finance Lease (Tianjin) Co., Ltd. 32,339,542.44 32,788,124.97
EuroAsia Dockyard Enterprise and Development Limited 14,255,883.08 13,030,256.95
Non-current liabilities
China Merchants Bank Co., Ltd. 11,362,639.43 4,227,333.34
due within one year
Guangdong Shunkong City Investment Real Estate Co. Ltd. 3,162,000.00 -
China Merchants International Cold Chain (Shenzhen)
1,050,270.17 -
Company Limited
China Merchants Commercial Property Investment (Shenzhen)
- 6,029,278.06
Co., Ltd.
Other related parties 1,962,815.09 961,513.13
Total 425,502,029.25 305,161,299.03
Other non-current
Nanshan Group and its subsidiaries - 1,020,381.51
liabilities
China Merchants Group Finance Company Limited 445,490,692.58 543,744,022.45
Long-term borrowings China Merchants Bank Co., Ltd. 325,000,000.00 196,000,000.00
Total 770,490,692.58 739,744,022.45
China Merchants Finance Lease (Shanghai) Co., Ltd. 75,833,546.45 177,500,213.13
Nanshan Group and its subsidiaries 65,431,073.09 58,651,209.31
China Merchants Finance Lease (Tianjin) Co., Ltd. 15,833,403.29 47,500,069.97
China Merchants Shekou Industrial Zone Holdings Co., Ltd. 5,993,041.70 -
Lease liabilities China Merchants International Cold Chain (Shenzhen)
253,362.41 1,353,404.41
Company Limited
China Merchants Tongshang Finance Lease Co., Ltd. - 44,730,575.22
Other related parties 803,148.25 181,987.02
Total 164,147,575.19 329,917,459.06
Long-term payables China Merchants Finance Lease (Tianjin) Co., Ltd. 41,052,268.30 -
(XIV) SHARE-BASED PAYMENTS
1. Overall share-based payments
Total equity instruments granted by the Company in the year None
Total equity instruments exercised by the Company in the year None
Total equity instruments of the Company that became invalid in the year 5,948,200 shares
Range of exercise prices and remaining contractual life of the Company's Exercise price: RMB 14.71 to RMB 16.69;
stock options outstanding at the end of the year The remaining contractual life: 49 months
Range of exercise prices and remaining contractual life of the Company's
None
other equity instruments outstanding at the end of the year
- 163 -
CHINA MERCHANTS PORT GROUP CO., LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
(Unless otherwise specified, the monetary unit shall be RMB.)
(XIV) SHARE-BASED PAYMENTS - continued
2. Equity-settled share-based payments
The method used to determine the fair value of equity instruments The cost of granted stock options was estimated
at the grant date using the Black Scholes Model.
At each balance sheet date in the vesting period,
the best estimate was made and the estimated
number of exercisable equity instruments was
The basis for determining the number of exercisable equity instruments
modified according to the latest changes in the
number of employees who can exercise the rights
and other subsequent information.
Reasons for the significant difference between the estimates Criteria of exercising in vesting period of batch 2
of the current year and the estimates of prior year are not satisfied
The aggregate amount of equity-settled share-based payments that is
5,591,402.00
included in capital reserve
Total expenses recognized for the equity-settled share-based payments
-7,631,891.11
in the year
Pursuant to the Official Reply on the Implementation of the Stock Option Incentive Plan of China
Merchants Port Group Co., Ltd. by State-owned Assets Supervision and Administration
Commission of the State Council (No. 748 [2019], SASAC), which was deliberated and approved
by the 1st Extraordinary General Meeting of the Company in 2020 on 3 February 2020, the
Company implemented a stock option plan with effect from 3 February 2020 to grant 238
incentive recipients 17,198,000 stock options with an exercise price of RMB17.80 per share. With
a lockup period of 24 months from the grant date, the stock options are exercisable upon expiry of
the 24-month lockup period in the premise that the vesting conditions are satisfied. The stock
options are exercisable in three batches, specifically, 40% for the first batch (after 24 months but
within 36 months subsequent to the grant date), 30% for the second batch (after 36 months but
within 48 months subsequent to the grant date) and the remaining 30% for the third batch (after 48
months but within 84 months subsequent to the grant date). Each stock option entitles the holder
to subscribe for one ordinary share of the Company.
On 5 March 2021, the granting of stock option (reserved portion) under stock option inventive
plan (phase I) was completed. The reserved portion of stock option targets to total 3 persons,
granting 530,000 shares of stock option with exercise price of RMB15.09 per share. The grant
date is 29 January 2021. With a lockup period of 24 months from the grant date, the stock options
are exercisable upon expiry of the 24-month lockup period in the premise that the vesting
conditions are satisfied. The stock options are exercisable in two batches, specifically, 50% for the
first batch (after 24 months but within 36 months subsequent to the grant date), and the remaining
50% for the second batch (after 36 months but within 72 months subsequent to the grant date).
Each stock option entitles the holder to subscribe for one ordinary share of the Company.
- 164 -
CHINA MERCHANTS PORT GROUP CO., LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
(Unless otherwise specified, the monetary unit shall be RMB.)
(XIV) SHARE-BASED PAYMENTS - continued
2. Equity-settled share-based payments - continued
According to Article 32 of Stock Option Incentive Plan, since the grant date of the stock option, if
the Company distributes dividends prior to the exercise of the option, the exercise price shall be
adjusted accordingly. Therefore, the Company uniformly adjusted the exercise price from
RMB17.80 per share to 17.34 per share in respect of the first batch of stock option granted under
stock option incentive plan (phase I) on 30 January 2021; the Company uniformly adjusted the
exercise price from RMB 17.34 per share to 16.69 per share in respect of the first batch of stock
option granted under stock option incentive plan (phase I), and the exercise price of the reserved
portion of stock option from RMB 15.09 per share to 14.71 per share on 29 January 2022.
As at the date on which the financial statements are issued, as the criteria of exercise in the second
vesting period of the stock option (1st batch) under the stock option incentive plan (phase I) are
not satisfied, the Company has cancelled the 3,886,800 shares of stock option corresponding to
the second vesting period of the stock option (1st batch) under the stock option incentive plan
(phase I). Since the criteria of exercise in the first vesting period of the stock option (the reserved
portion) under the stock option incentive plan (phase I) are not satisfied, the Company has
cancelled the 265,000 shares of stock option corresponding to the first vesting period of the stock
option (the reserved portion) under the stock option incentive plan (phase I). As 21 of the
incentive targets have retired or no longer serve the Company, the corresponding 1,796,400 shares
of stock option have been cancelled.
(XV) COMMITMENTS AND CONTINGENCIES
1. Significant commitments
Item 31/12/2022 31/12/2021
Commitments that have been entered into but have not
been recognized in the financial statements
- Commitment to make contributions to the investees 38,956,185.01 211,620,680.00
- Commitment to acquire and construct long-term assets 1,802,316,899.52 1,755,687,773.54
- Commitment to invest port construction 5,571,690.76 5,093,914.88
- Others 383,560.31 -
Total 1,847,228,335.60 1,972,402,368.42
2. Contingencies
Item 31/12/2022 31/12/2021
Contingent liabilities brought by external litigations (Note 1) 279,438,527.06 207,807,928.33
Guarantee for borrowings of related parties (Note 2) 186,672,528.21 175,517,115.86
Total 466,111,055.27 383,325,044.19
- 165 -
CHINA MERCHANTS PORT GROUP CO., LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
(Unless otherwise specified, the monetary unit shall be RMB.)
(XV) COMMITMENTS AND CONTINGENCIES - continued
2. Contingencies - continued
Note 1: This mainly represents the significant contingent liabilities arising from the litigations
between TCP and its subsidiaries and local tax authority, employee or former employee of
TCP and its subsidiaries in Brazil at as the year end. According to the latest estimates of
the Group's management, the possible compensation is RMB279,438,527.06 but it is not
likely to cause outflow of economic benefits from the Group. Therefore, the contingent
liabilities arising from the above pending litigations are not recognized as provisions. The
counter-bonification where the Group as the beneficiary will be executed by the former
TCP shareholder that disposed the shares. According to the counter-bonification
agreement, the former TCP shareholder needs to make counter-bonification to the Group
in respect of the above contingent liabilities, with the compensation amount not exceeding
pre-determined amount and specified period.
Zhanjiang Port, a subsidiary of the Company, entered into an EPC contract for the General
Cargo Terminal Project at Donghai Island Port Area of Zhanjiang Port with CCCC Water
Transport Planning and Design Institute Co., Ltd. on 28 June 2016, with the agreed
construction period from 28 June 2016 to 8 June 2018. After the contract was signed, the
overall progress of the project construction was delayed due to the optimization and
adjustment of the layout plan and process design for the terminal. In December 2022,
CCCC Water Transport Planning and Design Institute Co., Ltd. filed a litigation to the
court for losses caused by delay in construction, adjustment to project scale, changes in
design, and other reasons, and may require Zhanjiang Port for compensation.
As at 31 December 2022, the claims of CCCC Water Transport Planning and Design
Institute Co., Ltd. were inconsistent with those agreed in the contract, the relevant result of
the litigation could not be reasonably estimated, and the management of the Group
believed that the possibility of loss was quite low, therefore, no provisions were made for
the above pending litigation.
Note 2: As at 31 December 2022, the guarantees provided by the Group for related parties are
detailed in Note XIII 5(3).
As at 31 December 2022, the directors of the Company evaluated the default risks of
related companies on the above-mentioned loan financing and other liabilities, and
believed that the risks were not significant and the possibility of guaranteed payments was
very small.
Except for the above-mentioned contingencies, as at 31 December 2022, the Group had no
other major guarantees and other contingencies that need to be explained.
- 166 -
CHINA MERCHANTS PORT GROUP CO., LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
(Unless otherwise specified, the monetary unit shall be RMB.)
(XVI) EVENTS AFTER THE BALANCE SHEET
According to the profit distribution plan for 2022 and as approved by the 7th meeting of the 10th
board of directors on 31 March 2023, the Company, based on the total shares of 2,499,074,661 as
at 31 December 2022, distributes cash dividends at RMB 4.50 for every 10 shares, totalling RMB
1,124,583,597.45. The above profit distribution plan has not yet been approved by shareholders'
meeting.
(XVII) OTHER SIGNIFICANT EVENTS
1. Segment reporting
(1) Basis for determining reporting segments and accounting policies
The key management team of the Company is regarded as the CODM, who reviews the Group's
internal reports in order to assess performance, allocate resources and determine the operating
segments. The CODM considers the operation of the Group in terms of business and locations.
Individual operating segments for which discrete financial information is available are identified
by the CODM and are operated by their respective management teams. These individual operating
segments are aggregated in arriving at the reporting segments of the Group.
From business and location perspectives, the management assesses the performance of the
Group's business operations including ports operation, bonded logistics operation and other
operations.
Ports operation
Ports operation includes container terminal operation, bulk and general cargo terminal operation
operated by the Group and its associates and joint ventures.
The Group's ports operation is presented as follows:
(a) Mainland China, Hong Kong and Taiwan
Pearl River Delta
Yangtze River Delta
Bohai Rim
Others
(b) Other locations outside of Mainland China, Hong Kong and Taiwan
Bonded logistics operation
Bonded logistics operation includes logistics park operation, ports transportation and airport cargo
handling operated by the Group and its associates and joint ventures.
- 167 -
CHINA MERCHANTS PORT GROUP CO., LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
(Unless otherwise specified, the monetary unit shall be RMB.)
(XVII) OTHER SIGNIFICANT EVENTS - continued
1. Segment reporting - continued
(1) Basis for determining reporting segments and accounting policies - continued
Other operations
Other operations mainly include property development and investment and logistics business
operated by the Group's associates, property investment operated by the Group and corporate
function.
Each of the segments under ports operation includes the operations of a number of ports in
various locations within one geographic location. For the purpose of segment reporting, these
individual operating segments have been aggregated into reportable segments on geographic basis
in order to present a more systematic and structured segment information. To give details of each
of the operating segments, in the opinion of the directors of the Company, would result in
particulars of excessive length.
Bonded logistics operation and other operations include a number of different operations, each of
which is considered as a separate but insignificant operating segment by the CODM. For segment
reporting, these individual operating segments have been aggregated according to the nature of
their operations to give rise to more meaningful presentation.
There are no material sales or other transactions between the segments.
The revenue from a major customer of ports operation amounts to RMB1,672,365,283.13,
representing 10.30% (2021: 11.52%) of the Group's operating income for 2022.
- 168 -
CHINA MERCHANTS PORT GROUP CO., LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
(Unless otherwise specified, the monetary unit shall be RMB.)
(XVII) OTHER SIGNIFICANT EVENTS - continued
1. Segment reporting - continued
(2) Financial information of reporting segments
Segment financial information for 2022 is as follows:
Ports operation
Mainland China, Hong Kong and Taiwan Bonded logistics Unappropriated
Item Others Total
Yangtze River Other locations Sub-total operation amount
Pearl River Delta Bohai Rim Others
Delta
Operating income 6,774,045,422.66 1,139,944,516.62 74,222,857.10 3,552,074,625.60 4,086,514,642.86 15,626,802,064.84 445,592,537.09 158,094,525.62 - 16,230,489,127.55
Operating cost 3,849,914,782.32 696,788,162.45 62,264,300.65 2,691,172,225.32 1,853,376,921.16 9,153,516,391.90 280,270,213.56 216,675,107.48 - 9,650,461,712.94
Segment operating profit
2,924,130,640.34 443,156,354.17 11,958,556.45 860,902,400.28 2,233,137,721.70 6,473,285,672.94 165,322,323.53 -58,580,581.86 - 6,580,027,414.61
(loss)
Taxes and surcharges 32,239,840.06 5,674,557.52 1,102,665.95 49,561,307.23 152,923,436.63 241,501,807.39 22,188,514.91 18,305,796.73 253,354.43 282,249,473.46
Administrative expense 435,544,849.33 37,586,936.77 9,903,393.91 536,045,336.65 266,594,657.88 1,285,675,174.54 46,846,479.95 1,356,901.51 431,216,180.51 1,765,094,736.51
R&D expenses 227,962,954.81 40,790,798.38 - 18,952,425.51 - 287,706,178.70 - - - 287,706,178.70
Financial expenses 43,042,474.05 12,623,313.35 16,617,530.89 105,755,359.90 202,779,070.53 380,817,748.72 11,831,333.17 42,509,881.22 1,823,554,709.31 2,258,713,672.42
Other income 128,422,018.54 6,905,602.77 99,278.36 73,123,957.51 - 208,550,857.18 20,996,809.22 2,259,661.58 9,840,742.44 241,648,070.42
Investment income 222,543,823.37 5,152,876,665.17 334,188,303.02 53,824,558.05 1,070,198,985.49 6,833,632,335.10 94,330,245.64 425,089,497.20 24,603,428.39 7,377,655,506.33
Gains (losses) from changes in
34,481,879.58 - -28,084,576.60 1,009,908.14 - 7,407,211.12 -136,440,861.23 - - -129,033,650.11
fair value
Gains from impairment of credit
-5,932,959.08 - 269,053.38 19,276,798.42 -221,119,087.29 -207,506,194.57 -15,967,381.98 - - -223,473,576.55
(losses)
Gains (losses) from impairment
-573,122.05 - - -21,585,898.15 - -22,159,020.20 - - - -22,159,020.20
of assets
Gains (losses) from disposal of
-186,834.36 - - -2,189,571.61 61,495.66 -2,314,910.31 104,763.84 57,352,755.05 -12,513.06 55,130,095.52
assets
Operating profit (loss) 2,564,095,328.09 5,506,263,016.09 290,807,023.86 274,047,723.35 2,459,981,950.52 11,095,195,041.91 47,479,570.99 363,948,752.51 -2,220,592,586.48 9,286,030,778.93
- 169 -
CHINA MERCHANTS PORT GROUP CO., LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
(Unless otherwise specified, the monetary unit shall be RMB.)
(XVII) OTHER SIGNIFICANT EVENTS - continued
1. Segment reporting - continued
(2) Financial information of reporting segments - continued
Segment financial information for 2022 is as follows: - continued
Ports operation
Mainland China, Hong Kong and Taiwan Bonded logistics Unappropriated
Item Others Total
Yangtze River Other locations Sub-total operation amount
Pearl River Delta Bohai Rim Others
Delta
Non-operating income 18,342,596.09 2,900,356.17 22,378,312.31 10,237,915.83 221,044,827.94 274,904,008.34 50,933.02 992,336.45 3,327,174.96 279,274,452.77
Non-operating expenses 23,387,870.39 1,035,713.16 - 148,923,783.29 29,888,387.79 203,235,754.63 10,000.00 - 17,196,500.05 220,442,254.68
Total profit (loss) 2,559,050,053.79 5,508,127,659.10 313,185,336.17 135,361,855.89 2,651,138,390.67 11,166,863,295.62 47,520,504.01 364,941,088.96 -2,234,461,911.57 9,344,862,977.02
Income tax expenses 517,928,967.15 218,235,972.45 19,104,784.49 39,483,784.58 225,040,819.77 1,019,794,328.44 17,884,281.49 73,694,575.33 1,806,494.09 1,113,179,679.35
Net profit (loss) 2,041,121,086.64 5,289,891,686.65 294,080,551.68 95,878,071.31 2,426,097,570.90 10,147,068,967.18 29,636,222.52 291,246,513.63 -2,236,268,405.66 8,231,683,297.67
Segment assets 24,257,996,252.39 58,080,072,708.01 9,491,073,768.13 27,095,782,491.19 44,322,822,242.58 163,247,747,462.30 4,719,190,904.43 19,523,260,761.95 10,035,331,759.08 197,525,530,887.76
Total assets in the financial statements 197,525,530,887.76
Segment liabilities 10,543,319,204.88 1,993,414,192.41 142,428,100.05 7,095,951,456.64 7,184,350,827.79 26,959,463,781.77 472,931,692.54 849,543,150.07 40,981,807,066.15 69,263,745,690.53
Total liabilities in the financial statements 69,263,745,690.53
Supplementary information:
Depreciation and amortization 1,119,781,238.27 214,719,968.82 882,688.51 851,694,182.33 801,221,249.28 2,988,299,327.21 98,440,779.50 184,744,488.91 26,022,221.27 3,297,506,816.89
Interest income 49,428,469.37 2,890,732.29 543,508.80 27,921,113.89 255,001,470.66 335,785,295.01 1,231,657.13 1,329,524.29 131,487,621.62 469,834,098.05
Interest expense 86,468,640.13 10,921,214.61 - 128,204,357.08 415,728,796.45 641,323,008.27 13,108,859.14 26,701,866.03 1,544,029,072.35 2,225,162,805.79
Investment income from
long-term equity investments 134,882,198.77 5,114,173,074.83 293,371,940.22 53,436,206.60 1,070,198,985.49 6,666,062,405.91 94,330,245.64 424,789,497.20 - 7,185,182,148.75
under equity method
Long-term equity investments
1,741,189,123.54 52,146,528,746.22 8,605,621,312.90 1,094,348,450.19 13,193,855,158.62 76,781,542,791.47 1,496,017,782.58 14,086,733,345.00 - 92,364,293,919.05
under equity method
Non-current assets other than
18,338,841,436.04 4,203,682,076.56 15,863,803.61 21,159,269,860.52 25,053,023,827.83 68,770,681,004.56 2,058,218,100.73 5,083,564,521.74 880,089,692.55 76,792,553,319.58
long-term equity investments
- 170 -
CHINA MERCHANTS PORT GROUP CO., LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
(Unless otherwise specified, the monetary unit shall be RMB.)
(XVII) OTHER SIGNIFICANT EVENTS - continued
1. Segment reporting - continued
(2) Financial information of reporting segments - continued
Segment financial information for 2021 is as follows:
Ports operation
Mainland China, Hong Kong and Taiwan Bonded logistics Unappropriated
Item Others Total
Yangtze River Other locations Sub-total operation amount
Pearl River Delta Bohai Rim Others
Delta
Operating income 6,169,011,494.33 955,807,808.06 69,178,976.05 3,746,197,331.61 3,695,214,463.69 14,635,410,073.74 464,573,743.50 183,824,357.36 - 15,283,808,174.60
Operating cost 3,453,475,366.43 597,481,157.49 54,665,813.81 2,783,662,072.53 1,680,840,428.09 8,570,124,838.35 257,835,741.37 218,875,602.77 - 9,046,836,182.49
Segment operating profit
2,715,536,127.90 358,326,650.57 14,513,162.24 962,535,259.08 2,014,374,035.60 6,065,285,235.39 206,738,002.13 -35,051,245.41 - 6,236,971,992.11
(loss)
Adjustments:
Taxes and surcharges 33,618,026.16 1,740,839.69 1,145,292.35 46,827,778.00 59,226,541.93 142,558,478.13 25,369,242.73 23,905,217.75 141,305.70 191,974,244.31
Administrative expense 459,095,114.37 41,447,191.06 10,094,331.91 530,495,769.77 239,606,436.10 1,280,738,843.21 43,767,439.19 1,021,783.02 403,632,493.08 1,729,160,558.50
R&D expenses 162,845,174.00 38,114,947.70 - 16,945,513.97 - 217,905,635.67 - - - 217,905,635.67
Financial expenses 77,467,350.81 5,641,533.68 -2,466,397.16 120,310,978.09 195,175,809.87 396,129,275.29 12,385,910.10 22,982,823.67 1,113,840,588.23 1,545,338,597.29
Other income 282,932,907.60 9,484,000.67 5,469.40 57,374,140.86 - 349,796,518.53 13,193,859.62 254,782.93 - 363,245,161.08
Investment income 440,035,665.04 4,238,562,309.59 277,273,943.74 345,017,458.52 468,204,189.40 5,769,093,566.29 -12,031,120.80 856,291,297.44 23,595,767.98 6,636,949,510.91
Gains (losses) from changes in
9,359,683.02 - -98,965,383.40 2,347,751.88 306,172,536.00 218,914,587.50 - - 2,327,687.67 221,242,275.17
fair value
Gains (losses) from impairment
-6,838,168.58 1,020,000.00 - -7,045,279.31 -192,031,975.00 -204,895,422.89 -48,058,194.61 - - -252,953,617.50
of credit
Gains (losses) from impairment
- - - -418,345,307.68 -2,147,208.07 -420,492,515.75 - - - -420,492,515.75
of assets
Gains (losses) from disposal of
2,962,025.35 13,209.72 6,430,654.08 25,740,511.52 266,566.00 35,412,966.67 212,611.41 - -49,118.66 35,576,459.42
assets
Operating profit (loss) 2,710,962,574.99 4,520,461,658.42 190,484,618.96 253,044,495.04 2,100,829,356.03 9,775,782,703.44 78,532,565.73 773,585,010.52 -1,491,740,050.02 9,136,160,229.67
- 171 -
CHINA MERCHANTS PORT GROUP CO., LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
(Unless otherwise specified, the monetary unit shall be RMB.)
(XVII) OTHER SIGNIFICANT EVENTS - continued
1. Segment reporting - continued
(2) Financial information of reporting segments - continued
Segment financial information for 2021 is as follows: - continued
Ports operation
Mainland China, Hong Kong and Taiwan Bonded logistics Unappropriated
Item Others Total
Yangtze River Other locations Sub-total operation amount
Pearl River Delta Bohai Rim Others
Delta
Non-operating income 13,008,411.38 574,013.03 508,302.39 9,629,274.10 14,567,738.63 38,287,739.53 27,449.61 597,934.35 4,554,414.01 43,467,537.50
Non-operating expenses 6,917,726.39 2,166,481.95 - 53,226,742.91 24,897,586.02 87,208,537.27 20,000.00 -0.01 8,300,155.85 95,528,693.11
Total profit (loss) 2,717,053,259.98 4,518,869,189.50 190,992,921.35 209,447,026.23 2,090,499,508.64 9,726,861,905.70 78,540,015.34 774,182,944.88 -1,495,485,791.86 9,084,099,074.06
Income tax expenses 524,164,148.32 221,408,593.92 7,548,598.15 61,714,339.27 307,146,501.14 1,121,982,180.80 11,538,241.85 53,526,346.43 242,046,315.23 1,429,093,084.31
Net profit (loss) 2,192,889,111.66 4,297,460,595.58 183,444,323.20 147,732,686.96 1,783,353,007.50 8,604,879,724.90 67,001,773.49 720,656,598.45 -1,737,532,107.09 7,655,005,989.75
Segment assets 28,287,890,207.35 36,766,156,834.80 7,570,933,282.53 27,838,467,531.77 41,135,106,798.84 141,598,554,655.29 3,462,069,538.25 18,978,652,576.39 11,944,824,398.73 175,984,101,168.66
Total assets in the financial statements 175,984,101,168.66
Segment liabilities 10,300,340,684.26 1,641,664,024.25 149,926,571.36 7,645,454,637.72 7,851,403,330.63 27,588,789,248.22 533,057,935.76 1,017,520,046.89 35,809,307,046.31 64,948,674,277.18
Total liabilities in the financial statements 64,948,674,277.18
Supplementary information:
Depreciation and amortization 889,758,581.06 197,464,949.23 1,093,508.89 917,975,691.54 766,865,123.91 2,773,157,854.63 72,861,519.89 175,029,480.65 45,222,064.61 3,066,270,919.78
Interest income 13,898,280.21 4,223,041.44 402,788.78 32,826,269.88 246,477,465.44 297,827,845.75 1,120,075.68 2,177,357.15 76,438,595.91 377,563,874.49
Interest expense 96,364,688.47 5,094,276.48 - 153,293,454.39 383,901,414.22 638,653,833.56 15,348,819.97 31,819,095.28 1,224,026,866.19 1,909,848,615.00
Investment income from
long-term equity investments 361,451,468.54 4,238,562,309.59 236,693,226.55 141,786,109.87 468,204,189.40 5,446,697,303.95 -12,031,120.80 856,291,297.44 - 6,290,957,480.59
under equity method
Long-term equity investments
6,010,920,490.10 30,734,063,685.69 6,722,000,869.89 508,063,722.03 11,990,041,710.35 55,965,090,478.06 672,691,660.83 13,715,669,685.63 - 70,353,451,824.52
under equity method
Non-current assets other than
18,760,635,381.65 4,126,611,225.22 16,711,625.75 24,186,695,730.85 20,329,634,458.61 67,420,288,422.08 2,126,565,848.52 4,930,963,314.80 620,648,598.94 75,098,466,184.34
long-term equity investments
- 172 -
CHINA MERCHANTS PORT GROUP CO., LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
(Unless otherwise specified, the monetary unit shall be RMB.)
(XVII) OTHER SIGNIFICANT EVENTS - continued
1. Segment reporting - continued
(2) Financial information of reporting segments - continued
The Group's total revenue from external transactions in Mainland China and other countries and
regions, and total non-current assets other than financial assets and deferred tax assets located in
Mainland China and other countries and regions are presented as follows
Revenue from external transactions 2022 2021
Mainland China, Hong Kong and Taiwan 12,105,380,701.20 11,550,563,244.63
Pearl River Delta 7,195,529,214.88 6,646,437,978.26
Yangtze River Delta 1,139,944,516.62 955,807,808.06
Bohai Rim 217,832,344.10 202,120,126.70
Others 3,552,074,625.60 3,746,197,331.61
Other locations 4,125,108,426.35 3,733,244,929.97
Total 16,230,489,127.55 15,283,808,174.60
Total non-current assets 31/12/2022 31/12/2021
Mainland China, Hong Kong and Taiwan 130,723,044,577.52 109,645,185,780.08
Pearl River Delta 42,150,053,552.57 45,414,657,732.10
Yangtze River Delta 56,350,210,822.78 34,860,356,989.30
Bohai Rim 9,147,542,234.74 7,318,137,784.88
Others 23,075,237,967.43 22,052,033,273.80
Other locations 38,433,802,661.11 35,806,732,228.78
Total 169,156,847,238.63 145,451,918,008.86
(3) Degree of reliance on major customers
The total operating income derived from the top five customers of the Group is RMB
3,298,081,685.23, accounting for 20.32% of the Group's operating income.
(XVIII) NOTES TO THE KEY ITEMS IN THE COMPANY'S FINANCIAL STATEMENTS
1. Other receivables
1.1 Summary of other receivables
Item 31/12/2022 31/12/2021
Dividends receivable 147,896,763.88 177,295,422.67
Other receivables 2,601,740,991.35 1,079,447,548.34
Total 2,749,637,755.23 1,256,742,971.01
- 173 -
CHINA MERCHANTS PORT GROUP CO., LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
(Unless otherwise specified, the monetary unit shall be RMB.)
(XVIII) NOTES TO THE KEY ITEMS IN THE COMPANY'S FINANCIAL STATEMENTS -
continued
1. Other receivables - continued
1.2 Dividends receivable
(1) Presentation of dividends receivable
Investee 31/12/2022 31/12/2021
Chiwan Wharf Holdings (Hong Kong) Ltd. 147,680,363.88 147,680,363.88
Shenzhen Petrochemical Industry (Group) Co., Ltd. 216,400.00 216,400.00
China Merchants Bonded Logistics Co., Ltd. - 15,707,120.00
Dongguan Shenchiwan Wharf Co., Ltd. - 13,691,538.79
Total 147,896,763.88 177,295,422.67
Less: Provision for credit loss - -
Carrying amount 147,896,763.88 177,295,422.67
(2) Significant dividends receivable aged over 1 year
Impaired or not and
Reason for
Item 31/12/2022 31/12/2021 the determination
outstanding
basis
In processing and
Chiwan Wharf Holdings
147,680,363.88 147,680,363.88 expected to be No
(Hong Kong) Ltd.
recovered in 2023
Total 147,680,363.88 147,680,363.88
1.3 Other receivables
(1) Aging analysis of other receivables
31/12/2022
Aging Provision for Proportion of
Other receivables
credit loss provision (%)
Within 1 year 1,526,322,695.78 - -
1 to 2 years 289,656,927.75 - -
2 to 3 years 457,984,135.87 - -
More than 3 years 328,160,688.55 383,456.60 0.12
Total 2,602,124,447.95 383,456.60
(2) Disclosure of other receivables by nature
Item 31/12/2022 31/12/2021
Amounts due from related parties 2,596,356,894.67 1,072,941,653.53
Advances 2,467,600.00 4,741,428.81
Others 3,299,953.28 2,147,922.60
Total 2,602,124,447.95 1,079,831,004.94
Less: Provision for credit loss 383,456.60 383,456.60
Carrying amount 2,601,740,991.35 1,079,447,548.34
- 174 -
CHINA MERCHANTS PORT GROUP CO., LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
(Unless otherwise specified, the monetary unit shall be RMB.)
(XVIII) NOTES TO THE KEY ITEMS IN THE COMPANY'S FINANCIAL STATEMENTS -
continued
1. Other receivables - continued
1.3 Other receivables - continued
(3) Provision for credit loss of other receivables
As part of the Company's credit risk management, the Company performs internal credit rating on
customers, and determines the expected loss rate of other receivables under each credit rating.
Such expected average loss rate is based on historical actual impairment and takes into
consideration of current and expected future economic conditions.
At 31 December 2022, the credit risk and expected credit loss of other receivables by category of
customers are as follows:
31/12/2022 31/12/2021
Expected Lifetime Lifetime Lifetime
Lifetime ECL
Credit rating credit loss ECL (not ECL ECL
12-month ECL (credit- Total 12-month ECL Total
rate (%) credit- (not credit- (credit-
impaired)
impaired) impaired) impaired)
A 0.00-0.10 2,601,740,991.35 - - 2,601,740,991.35 1,079,447,548.34 - - 1,079,447,548.34
B 0.10-0.30 - - - - - - - -
C 0.30-50.00 - - - - - - - -
D 50.00-100.00 - - 383,456.60 383,456.60 - - 383,456.60 383,456.60
Gross carrying
2,601,740,991.35 - 383,456.60 2,602,124,447.95 1,079,447,548.34 - 383,456.60 1,079,831,004.94
amount
Provision for
- - 383,456.60 383,456.60 - - 383,456.60 383,456.60
credit loss
Carrying
2,601,740,991.35 - - 2,601,740,991.35 1,079,447,548.34 - - 1,079,447,548.34
amount
(4) Provision, recovery and reversal of credit loss of other receivables
Stage 1 Stage 2 Stage 3
Item Lifetime ECL Lifetime ECL Total
12-month ECL
(not credit-impaired) (credit-impaired)
At 1 January 2022 - 383,456.60 383,456.60
Balance of other receivables
at 1 January 2022
- Transfer to Stage 2 - - - -
- Transfer to Stage 3 - - - -
- Reverse to Stage 2 - - - -
- Reverse to Stage 1 - - - -
Provision for the year - - - -
Reversal for the year - - - -
Transfer out due to derecognition of - - - -
financial assets (including direct
write-down)
Other changes - - - -
At 31 December 2022 - - 383,456.60 383,456.60
(5) The Company has no recovery or reversal of significant provision for credit loss in the
current year.
- 175 -
CHINA MERCHANTS PORT GROUP CO., LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
(Unless otherwise specified, the monetary unit shall be RMB.)
(XVIII) NOTES TO THE KEY ITEMS IN THE COMPANY'S FINANCIAL STATEMENTS -
continued
1. Other receivables - continued
(6) The Group has no other receivables written off during the year.
(7) The top five balances of other receivables at the end of the year classified by debtor
Proportion Closing
Relationship to total balance of
Name of entity with the Nature Closing balance Aging other provision
Company receivables for credit
(%) loss
Within 1 year,
Loan to 1-2 years, 2-3
Shenzhen Haixing Subsidiary 1,302,461,738.81 50.05 -
related parties years, More
than 3 years
Chiwan Wharf Holdings (Hong Loan to
Subsidiary 1,151,028,753.86 Within 1 year 44.23 -
Kong) Ltd. related parties
Loan to
Shunkong Port Subsidiary 142,866,402.00 Within 1 year 5.49 -
related parties
CM International Tech Subsidiary Advances 2,467,600.00 Within 1 year 0.09 -
Shenzhen Shekou Local Taxation More than 3
Third party Others 711,772.07 0.03 -
Bureau years
Total 2,599,536,266.74 99.89 -
- 176 -
CHINA MERCHANTS PORT GROUP CO., LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
(Unless otherwise specified, the monetary unit shall be RMB.)
(XVIII) NOTES TO THE KEY ITEMS IN THE COMPANY'S FINANCIAL STATEMENTS - continued
2. Long-term equity investments
Changes for the year
Closing
Reconciliation
Investment Cash dividends Provision balance of
Investee 31/12/2021 of other Other equity 31/12/2022
Increase Decrease income under or profit for Others provision for
comprehensive movements
equity method declared impairment impairment
income
I. Subsidiaries
Ports Development (Hong Kong) Limited (Note 1) - 29,203,045,326.23 - - - - - - - 29,203,045,326.23 -
Zhanjiang Port 3,381,825,528.52 - - - - - - - - 3,381,825,528.52 -
Chiwan Container Terminal Co., Ltd. 421,023,199.85 - - - - - - - - 421,023,199.85 -
Shenzhen Chiwan Harbor Container Co. Ltd. 250,920,000.00 - - - - - - - - 250,920,000.00 -
Shenzhen Chiwan Port Development Co., Ltd. 206,283,811.09 - - - - - - - - 206,283,811.09 -
Dongguan Shenchiwan Port Affairs Co., Ltd. 186,525,000.00 - - - - - - - - 186,525,000.00 -
Dongguan Shenchiwan Wharf Co., Ltd. 175,000,000.00 - - - - - - - - 175,000,000.00 -
CM Port (Note 2) 29,290,281,157.45 81,605,936.30 -29,203,045,325.40 - - - - - - 168,841,768.35 -
CM Port (Zhoushan) RoRo Logistics Co., Ltd. 149,709,800.00 - - - - - - - - 149,709,800.00 -
Yide Port (Note 3) - 131,866,700.00 - - - - - - - 131,866,700.00 -
Shunkong Port (Note 4) - 50,000,000.00 - - - - - - - 50,000,000.00 -
Shenzhen Chiwan Tugboat Co., Ltd. 24,000,000.00 - - - - - - - - 24,000,000.00 -
CM International Tech 20,561,075.02 - - - - - - - - 20,561,075.02 -
Shenzhen Chiwan International Freight Agency Co., Ltd. 5,500,000.00 - - - - - - - - 5,500,000.00 -
Sanya Merchants Port Development Co., Ltd. 2,040,000.00 - - - - - - - - 2,040,000.00 -
Chiwan Wharf Holdings (Hong Kong) Ltd. 1,070,000.00 - - - - - - - - 1,070,000.00 -
Chiwan Shipping (Hong Kong) Limited 1,051,789.43 - - - - - - - - 1,051,789.43 -
Sub-total 34,115,791,361.36 29,466,517,962.53 -29,203,045,325.40 - - - - - - 34,379,263,998.49 -
II. Associates
Ningbo Zhoushan (Note 5) 1,792,998,234.68 14,113,777,882.23 - 258,454,001.50 261,596.32 102,528,280.42 -39,140,468.28 - - 16,228,879,526.87 -
China Merchants Northeast Asia Development &
1,016,048,532.69 - - -13,657,927.07 - 14,619,600.09 - - - 1,017,010,205.71 -
Investment Co., Ltd.
China Merchants Bonded Logistics Co., Ltd. 395,249,112.00 - - 17,113,806.79 - - - - - 412,362,918.79 -
Sub-total 3,204,295,879.37 14,113,777,882.23 - 261,909,881.22 261,596.32 117,147,880.51 -39,140,468.28 - - 17,658,252,651.37 -
III. Joint ventures
Yantai Port Group Laizhou Port Co., Ltd. 791,515,741.44 - - 32,565,975.37 - -669,119.99 -29,259,207.08 - - 794,153,389.74 -
Fujian Zhaohang Logistics Management Partnership
511,210,432.62 - - 91,193,783.34 - -10,269,949.21 - - - 592,134,266.75 -
(Limited Partnership) ("Zhaohang Logistics")
Shenzhen Gangteng Internet Technology Co., Ltd. (Note 6) - 11,250,000.00 - -1,440,834.86 - - - - - 9,809,165.14 -
China Merchants Antong Logistics Management Company
9,727,878.94 - -9,794,887.44 67,008.50 - - - - - - -
(Note 7)
Investment Fund - 1,085,852.21 -1,047,401.66 -38,450.55 - - - - - - -
Sub-total 1,312,454,053.00 12,335,852.21 -10,842,289.10 122,347,481.80 - -10,939,069.20 -29,259,207.08 - - 1,396,096,821.63 -
Total 38,632,541,293.73 43,592,631,696.97 -29,213,887,614.50 384,257,363.02 261,596.32 106,208,811.31 -68,399,675.36 - - 53,433,613,471.49 -
- 177 -
CHINA MERCHANTS PORT GROUP CO., LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
(Unless otherwise specified, the monetary unit shall be RMB.)
(XVIII) NOTES TO THE KEY ITEMS IN THE COMPANY'S FINANCIAL STATEMENTS -
continued
2. Long-term equity investments - continued
Note 1: Details are set out in Note (X) 1. (1).
Note 2: Details are set out in Note (X) 1. (1).
Note 3: The Company has entered into an equity transfer agreement with its subsidiary China
Merchants International Port Development (Hong Kong) Limited (hereinafter referred to
as "Port Development") on 22 December 2022. Pursuant to the agreement, Port
Development transfers 51% of equity interests in Yide Port to the Company. Upon the
completion of the transaction, the Company directly holds and has control over Yide Port.
Note 4: Details are set out in Note (IX) 1.
Note 5: Details are set out in Note (VIII) 13 (1).
Note 6: Shenzhen Gangteng Internet Technology Co., Ltd. is a joint venture established jointly by
the Company, Shenzhen Tencent Industry Venture Capital Co., Ltd., CM International
Tech, Haixing Port and Shenzhen Zhigangbilin Internet Technology Partnership (LP). The
Company has paid the capital contribution of RMB 11,250,000.00 on 23 February 2022.
Note 7: On 7 May 2022, the Company, Shandong Xincheng Hengye Group Co., Ltd. and
Quanzhou Antong Internet of Things Co., Ltd. reached an agreement unanimously on the
dissolution of the logistics business, and implemented corresponding liquidation and
cancellation procedures.
3. Operating income and operating costs
2022 2021
Item
Income Cost Income Cost
Principal operation - - - -
Other operations 3,669,891.36 2,276,202.60 2,642,001.75 2,265,959.45
Total 3,669,891.36 2,276,202.60 2,642,001.75 2,265,959.45
- 178 -
CHINA MERCHANTS PORT GROUP CO., LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
(Unless otherwise specified, the monetary unit shall be RMB.)
(XVIII) NOTES TO THE KEY ITEMS IN THE COMPANY'S FINANCIAL STATEMENTS -
continued
4. Investment income
(1) Details of investment income
Item 2022 2021
Income from long-term equity investments under cost method 549,150,517.02 1,324,423,832.08
Income from long-term equity investments under equity
384,257,363.02 226,225,111.65
method
Income from held-for-trading financial assets 120,227,079.12 38,750,781.56
Income from investments in other equity instruments - 7,409,500.00
Income from disposal of long-term equity investments -20,508.07 -
Total 1,053,614,451.09 1,596,809,225.29
(2) Income from long-term equity investments under cost method
Investee 2022 2021 Reason for changes
Shenzhen Chiwan Harbor Container Co. Ltd. 173,751,858.77 143,574,378.69 Changes in profit distribution of investee
Chiwan Container Terminal Co., Ltd. 166,925,696.05 115,287,847.14 Changes in profit distribution of investee
Zhanjiang Port 91,862,080.91 23,395,773.67 Changes in profit distribution of investee
Dongguan Shenchiwan Wharf Co., Ltd. 37,543,998.58 48,020,128.82 Changes in profit distribution of investee
Shenzhen Chiwan Tugboat Co., Ltd. 29,238,925.84 30,409,076.03 Changes in profit distribution of investee
Shenzhen Chiwan Port Development Co., Ltd. 20,415,654.72 14,577,752.63 Changes in profit distribution of investee
Shenchiwan Port Affairs 18,111,237.23 2,664,219.41 Changes in profit distribution of investee
CM Port 11,069,965.98 946,405,578.84 Changes in profit distribution of investee
Shenzhen Chiwan International Freight Agency
231,098.94 89,076.85 Changes in profit distribution of investee
Co., Ltd.
Total 549,150,517.02 1,324,423,832.08
- 179 -
CHINA MERCHANTS PORT GROUP CO., LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
1. BREAKDOWN OF NON-RECURRING PROFIT OR LOSS
Item Amount Remark
Gains or losses on disposal of non-current assets -104,372,804.10
Tax refunds or reductions with ultra vires approval or
-
without official approval documents
Government grants recognized in profit or loss (except for
grants that are closely related to the Company's business and are
196,086,614.17
in amounts and quantities fixed in accordance with the national
standard)
Income earned from lending funds to non-financial institutions and
189,123,975.49
recognized in profit or loss
The excess of attributable fair value of identifiable net assets
over the consideration paid for subsidiaries, associates and -
joint ventures
Gains or losses on exchange of non-monetary assets -
Gains or losses on entrusted investments or asset management -
Provision of impairment of assets due to force majeure,
-
e.g. natural disasters
Gains or losses on debt restructuring -
Business restructuring expenses, e.g., expenditure for layoff of
-
employees, integration expenses, etc.
Gains or losses relating to the unfair portion in transactions
-
with unfair transaction price
Net profit or loss of subsidiaries recognized as a result of business
combination of enterprises under common control from the -
beginning of the period up to the business combination date
Gains or losses arising from contingencies other than those related
-
to normal operating business
Gains from changes in fair value of held-for-trading financial
assets, derivative financial assets, other non-current financial
assets, held-for-trading financial liabilities, derivative financial
-129,033,650.11
liabilities other than effective hedging operation relating to
the Company's normal operations, and the investment income
from disposal of the above financial assets/financial liabilities
Reversal of provision for accounts receivable that are tested for
18,730,660.58
credit loss individually
Gains or losses on entrusted loans -
Gains or losses on changes in fair value of investment
properties that are subsequently measured using the -
fair value model
Effects on profit or loss of one-off adjustment to profit or loss
for the period according to the requirements by tax laws and -
accounting laws and regulations
Custodian fees earned from entrusted operation -
Other non-operating income or expenses other than above 216,674,035.87
Other profit or loss that meets the definition of non-recurring
-213,574,591.16 Note
profit or loss
Tax effects -12,258,847.06
Effects of minority interests (after tax) -169,099,324.67
Total -7,723,930.99
Note: Refer to Note (VIII) 7.3 (2) for details.
CHINA MERCHANTS PORT GROUP CO., LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
2. RETURN ON NET ASSETS AND EARNINGS PER SHARE ("EPS")
The return on net assets and EPS have been prepared by the Company in accordance with
Information Disclosure and Presentation Rules for Companies Making Public Offering No. 9 -
Calculation and Disclosure of Return on Net Assets and Earnings per Share (revised in 2010)
issued by China Securities Regulatory Commission.
Weighted average EPS
Item return on net
Basic EPS Diluted EPS
assets (%)
Net profit attributable to ordinary shareholders 7.5443 1.6138 1.6137
Net profit attributable to ordinary shareholders after
7.5617 1.6175 1.6175
deducting non-recurring profit or loss
