Report for the First Quarter of 2011-Chiwan Wharf Stock Abbr.: Chiwan Wharf A/Chiwan Wharf B Stock Code: 000022 /200022 Announcement Serial No.2011-016 SHENZHEN CHIWAN WHARF HOLDINGS LIMITED REPORT FOR THE FIRST QUARTER OF 2011 §1 Important Notes 1.1 The Board of Directors, the Supervisory Committee as well as the directors, supervisors and senior management staff of Shenzhen Chiwan Wharf Holdings Limited (hereinafter referred to as “the Company”) hereby confirm that there exists no omission, misstatement, or misleading information in this report, and accept, individually and collectively, the responsibility for the correctness, accuracy and completeness of the contents of this report. 1.2 All Directors, Supervisors and Senior Management Staff agreed with and guaranteed the correctness, accuracy and completeness of the contents of this Report. 1.3 All directors attended the board session for reviewing this report. 1.4 This quarterly Financial Statements was un-audited. 1.5 Chairman of the Board Mr. Zheng Shaoping, as well as Chief Financial Officer Mr. Zhang Jianguo and Deputy Financial Manager Ms. Ma Zhihong hereby confirm that the Financial Statements in this report is true and complete. 1.6 This report is written in both English and Chinese. In case of any discrepancy between the two versions, the Chinese version prevails. §2 Company Profile 2.1 Main accounting data and financial highlights Unit: RMB As at 31 Mar. 2011 As at 31 Dec. 2010 +/- (%) Total assets 6,342,756,464.00 6,202,184,742.00 2.27% Total equity attributable to equity holders 3,366,906,135.00 3,239,549,058.00 3.93% of the Company Shares capital 644,763,730.00 644,763,730.00 0.00% Net assets per share attributable to equity 5.222 5.024 3.94% holders of the Company Jan. –Mar. 2011 Jan. –Mar. 2010 +/- (%) Revenue 419,926,079.00 390,868,013.00 7.43% Net profit attributable to equity holders 127,288,677.00 131,168,775.00 -2.96% of the Company Net cash flows from operating activities 181,271,709.00 153,730,137.00 17.92% Net cash flows per share from operating 0.281 0.238 18.07% activities Basic earnings per share 0.197 0.203 -2.96% Diluted earnings per share 0.197 0.203 -2.96% Weighted average return on equity (%) 3.78% 4.49% -0.71% Weighted average return on equity after 3.78% 4.49% -0.71% extraordinary gains and losses (%) Items of extraordinary gains and losses √Applicable □Non-applicable 1 Report for the First Quarter of 2011-Chiwan Wharf Unit: RMB Items of extraordinary gains and losses Amount Notes (if applicable) Net gain on disposal of non-current assets 36,067.00 Other non-operating income/(expense),net 149,992.00 Tax effects -38,747.00 Minority interests effect 2,550.00 Total 149,862.00 - 2.2 Total number of shareholders and shares held by top ten shareholders holding shares not subject to trading moratorium as at the end of the reporting period Unit: share 36,978 shareholders ,among which 28,022 are shareholders of A Total number of shareholders shares and 8,956 are shareholders of B shares Top ten shareholders holding shares not subject to trading moratorium Number of tradable shares held Name of shareholder at the end of the reporting Type of shares (A, B, H or other) period CHINA NANSHAN DEVELOPMENT (GROUP) INC. 370,802,900 A shares KEEN FIELD ENTERPRISES LIMITED 51,475,773 B shares CMBLSA RE FTIF TEMPLETON ASIAN GRW FD GTI 5496 40,499,107 B shares BANK OF NEW YORK-MATTHEWS PACIFIC TIGER FUND 6,379,850 B shares GOVERNMENT OF SINGAPORE INV. CORP.- A/C "C" 5,489,615 B shares EMPLOYEES PROVIDENT FUND 3,545,534 B shares MIRAE ASSET ASIA PACIFIC INFRA SECTOR EQTY 3,422,844 B shares INVSTMT TRS 1 TEMPLETON CANADA EMERGING MKTS FUND 2,671,924 B shares FTIF-TEMPLETON EMERGING MKT SMALLER 2,522,279 B shares COMPANIES FUND OMERS ADMINISTRATION CORPORATION(SC03) 2,399,492 B shares §3 Significant Events 3.1 Significant changes in major accounting data, financial highlights and reasons for these changes √Applicable □Non-applicable Jan.-Mar. 2011 Jan.-Mar. 2010 +/- +/-(%) Financial expenses 12,991,587 1,173,440 11,818,147 1007.14% Cash paid to acquire fixed assets, intangible (20,458,240) (45,523,897) 25,065,657 -55.06% assets and other long-term assets Financial expenses increased from a year earlier mainly due to the increase of interest expenses caused by the rise of principals of borrowings and loan interest rates; Cash paid to acquire fixed assets, intangible assets and other long-term assets decreased from a year earlier mainly because the Machong Project was put into operation in the corresponding period of last year. 3.2 Progress of significant events 3.2.1 Non-standard audit opinion □Applicable √Non-applicable 2 Report for the First Quarter of 2011-Chiwan Wharf 3.2.2 The Company provides funds to the controlling shareholder or its related parties or provides guarantees to external parties in violation of prescribed procedures □Applicable √Non-applicable 3.2.3 Signing and execution of significant contracts concerning routine operation □Applicable √Non-applicable 3.2.4 Other information √Applicable □Non-applicable Internal Control Progress In accordance with the Circular Shen-Zheng-Ju-Gong-Si-Zi (2011) No.31 on Properly Handling Affairs Related to Pilot Implementation of Internal Control Regulations in Listed Companies of Shenzhen, the Company has formulated an internal control improvement plan. The said plan will be carried out upon review and approval at the Fourth Special Session of the Sixth Board of Directors for 2011 and the First Special Session of the Audit Committee under the Sixth Board of Directors for 2011 held on 27 April 2011. 3.3 Special commitments made by the Company, its shareholders and actual controller Commitments in the reporting period or lasted to the reporting period made by the Company, its directors, supervisors, senior executives, shareholders holding over 5% shares, actual controller and other related parties □Applicable √Non-applicable 3.4 Reason of expected significant changes in net profit for the first half of this year compared with the same period of last year □Applicable √Non-applicable 3.5 Other significant events 3.5.1 Securities investment □Applicable √Non-applicable 3.5.2 Particulars about meetings with investors in the reporting period Topics discussed Type Time Location Means Investors and information provided Promotional Jan. 2011 Shanghai UBS Clients of UBS Basic activities Conference information launched of by security operations firms and investments Receiving Jan. 2011 Conference One-on-one China Merchants Securities, UBS SDIC of the visits from room of meeting Company investors the and the Company conference Goldman Sachs (Asia) L.L.C. financial call status of the Feb. 2011 One-on-one Changjiang Securities, Lion Fund, Dacheng Fund, SWS Company meeting Research Co., Ltd., Bank of China Investment, Matthews International Corporation, China AMC, First Information State Cinda Fund, Haitong Securities, E Fund, China provided: Merchants Fund, Industrial Securities, Rongtong Fund, Brochure of Guosen Securities, Essence Securities, SYWG BNP the Paribas Asset, Minsheng Royal Fund, Mizuho Company Corporate Bank Ltd. conference Guosen Securities call 3 Report for the First Quarter of 2011-Chiwan Wharf Mar. 2011 One-on-one Theleme Partners LLP meeting 3.6 Derivatives investment □Applicable √Non-applicable 3.6.1 Derivatives held as at the end of the reporting period □Applicable √Non-applicable §4 Appendix(See http://www.cninfo.com.cn for details) 4.1 Balance Sheet 4.2 Income Statement 4.3 Cash Flow Statement 4.4 Report of the auditor's Opinion of the auditor’s: Un-audited For and on behalf of the Board Zheng Shaoping Chairman Shenzhen Chiwan Wharf Holdings Limited Dated 28th April, 2011 4 Report for the First Quarter of 2011-Chiwan Wharf SHENZHEN CHIWAN WHARF HOLDINGS LIMITED CONSOLIDATED AND COMPANY BALANCE SHEETS AS AT 31 MARCH 2011 (All amounts in RMB Yuan unless otherwise stated) [English translation for reference only] 31-Mar-11 31-Dec-10 31-Mar-11 31-Dec-10 ASSETS Consolidated Consolidated Company Company Current assets Cash at bank and on hand 932,643,471 781,720,083 581,069,273 494,364,355 Notes receivable 1,800,000 4,640,000 - 1,700,000 Accounts receivable 196,624,159 179,772,755 19,182,261 9,336,968 Advances to suppliers 32,648,681 31,256,172 2,308,260 316,780 Interests receivable 1,394,035 1,318,202 167,735 91,902 Dividends receivable - - 304,203,089 304,203,089 Other receivables 53,880,412 52,765,361 349,878,868 365,862,136 Inventories 24,798,636 23,888,526 1,030,311 1,099,168 Total current assets 1,243,789,394 1,075,361,099 1,257,839,797 1,176,974,398 Non-current assets Available-for-sale financial assets 6,730,000 6,640,000 6,730,000 6,640,000 Long-term receivables - - 11,004,304 11,004,304 Long-term equity investments 1,171,885,195 1,149,921,886 1,790,135,148 1,589,644,572 Investment properties 36,959,689 29,379,544 28,635,348 20,991,116 Fixed assets 2,606,593,559 2,652,957,915 147,365,190 156,903,932 Construction in progress 17,903,394 14,593,516 - 450,900 Intangible assets 1,064,630,246 1,074,247,819 67,594,807 68,371,761 Goodwill 10,858,898 10,858,898 - - Long-term prepaid expenses 63,016,062 63,848,189 5,254,761 5,299,666 Deferred tax assets 48,097,813 52,083,662 20,251,757 21,221,357 Other non-current assets 72,292,214 72,292,214 - - Total non-current assets 5,098,967,070 5,126,823,643 2,076,971,315 1,880,527,608 TOTAL ASSETS 6,342,756,464 6,202,184,742 3,334,811,112 3,057,502,006 5 Report for the First Quarter of 2011-Chiwan Wharf SHENZHEN CHIWAN WHARF HOLDINGS LIMITED CONSOLIDATED AND COMPANY BALANCE SHEETS AS AT 31 MARCH 2011 (CONTINUED) (All amounts in RMB Yuan unless otherwise stated) [English translation for reference only] 31-Mar-11 31-Dec-10 31-Mar-11 31-Dec-10 LIABILITIES AND OWNERS’ EQUITY Consolidated Consolidated Company Company Current liabilities Short-term borrowings 1,225,550,000 1,225,550,000 478,550,000 478,550,000 Notes payable 2,653,050 1,895,750 - - Accounts payable 183,482,235 214,723,251 12,754,342 16,221,238 Advances from customers 2,137,271 4,769,320 662,191 3,643,835 Employee benefits payable 19,826,873 36,929,912 11,492,470 15,275,662 Taxes payable 97,848,006 100,583,520 (444,852) 605,756 Interests payable 6,128,017 2,958,406 4,367,757 1,829,970 Dividends payable 213,351,043 213,351,043 - - Other payables 59,616,761 45,027,806 855,001,359 570,336,042 Current portion of non-current 412,951,750 412,951,750 212,500,000 212,500,000 liabilities Total current liabilities 2,223,545,006 2,258,740,758 1,574,883,267 1,298,962,503 Non-current liabilities Long-term borrowings - - - - Special payable 72,654,853 69,119,645 - - Deferred tax liabilities 1,346,400 1,324,800 1,346,400 1,324,800 Other non-current liabilities 64,654,956 65,841,707 - - Total non-current liabilities 138,656,209 136,286,152 1,346,400 1,324,800 Total liabilities 2,362,201,215 2,395,026,910 1,576,229,667 1,300,287,303 Owners' equity Share capital 644,763,730 644,763,730 644,763,730 644,763,730 Capital surplus 146,188,155 144,909,755 154,174,428 154,106,028 Surplus reserve 383,570,404 383,570,404 383,570,404 383,570,404 Undistributed profits 2,205,803,149 2,079,724,472 576,072,883 574,774,541 Foreign exchange translation (13,419,303) (13,419,303) - - difference Total equity attributable to equity 3,366,906,135 3,239,549,058 1,758,581,445 1,757,214,703 holders of the Company Minority interest 613,649,114 567,608,774 - - Total owners' equity 3,980,555,249 3,807,157,832 1,758,581,445 1,757,214,703 TOTAL LIABILITIES AND OWNERS’ 6,342,756,464 6,202,184,742 3,334,811,112 3,057,502,006 EQUITY 6 Report for the First Quarter of 2011-Chiwan Wharf SHENZHEN CHIWAN WHARF HOLDINGS LIMITED CONSOLIDATED AND COMPANY INCOME STATEMENTS FOR the Three Months Ended March 31 2011 (All amounts in RMB Yuan unless otherwise stated) [English translation for reference only] Jan.-Mar. Jan.-Mar. Jan.-Mar. Jan.-Mar. Items 2011 2010 2011 2010 Consolidated Consolidated Company Company Revenue 419,926,079 390,868,013 43,564,862 42,509,736 Less: cost of sales (170,438,229) (157,847,395) (28,311,652) (27,951,282) Tax and levies on operations (17,048,042) (14,009,955) (1,888,416) (1,593,394) General and administrative (31,119,872) (26,513,116) (9,969,129) (8,021,769) expenses Finance income/(expenses) – net (12,991,587) (1,173,440) (11,172,345) (574,195) Asset impairment reversals/ - - - - (losses) Add: Investment income 21,963,309 22,628,185 8,526,793 (220,539) Including: Share of results of 21,963,309 22,628,185 2,490,576 (2,550,191) associates Operating profit 210,291,658 213,952,292 750,113 4,148,557 Add: Non-operating income 228,164 357,819 172,227 342,395 Less: Non-operating expenses (42,105) (39,191) (493) (17,939) Including: Loss on disposals of (34,068) (22,373) (493) (12,939) non-current assets Total profit 210,477,717 214,270,920 921,847 4,473,013 Less: Income tax (expenses)/income (37,148,700) (31,651,241) 376,495 (1,993,231) Net profit 173,329,017 182,619,679 1,298,342 2,479,782 Attributable to equity holders of the 127,288,677 131,168,775 Company Minority interest 46,040,340 51,450,904 Earnings per share(attributable to equity holders of the Company) Basic earnings per share 0.197 0.203 Diluted earnings per share 0.197 0.203 Other Comprehensive income 68,400 717,600 68,400 717,600 Total Comprehensive income 173,397,417 183,337,279 1,366,742 3,197,382 Attributable to equity holders of the 127,357,077 131,886,375 Company Minority interest 46,040,340 51,450,904 7 Report for the First Quarter of 2011-Chiwan Wharf SHENZHEN CHIWAN WHARF HOLDINGS LIMITED CONSOLIDATED AND COMPANY CASH FLOW STATEMENTS FOR the Three Months Ended March 31 2011 (All amounts in RMB Yuan unless otherwise stated) [English translation for reference only] Jan.-Mar. Jan.-Mar. Jan.-Mar. Jan.-Mar. 2011 2010 2011 2010 Items Consolidated Consolidated company company 1. Cash flows from operating activities Cash received from rendering of services 400,811,721 352,741,492 32,256,203 24,906,717 Refund of taxes and levies - - - - Cash received relating to other operating 5,021,751 76,324 275,817,357 99,652,595 activities Sub-total of cash inflows 405,833,472 352,817,816 308,073,560 124,559,312 Cash paid for goods and services (99,680,971) (81,377,866) (22,453,558) (22,287,478) Cash paid to and on behalf of employees (67,001,610) (54,405,787) (16,322,124) (13,501,532) Payments of taxes and levies (54,784,366) (42,140,169) (1,864,292) (2,139,587) Cash paid relating to other operating (3,094,816) (21,163,857) (49,272,689) (54,544,573) activities Sub-total of cash outflows (224,561,763) (199,087,679) (89,912,663) (92,473,170) Net cash flows from operating activities 181,271,709 153,730,137 218,160,897 32,086,142 2. Cash flows from investing activities Cash received from disposals of - - 72,800,000 - investments Cash received from returns on - - 4,192,586 2,329,652 investments Net cash received from disposals of fixed 169,500 1,500,000 169,500 - assets and intangible assets Sub-total of cash inflows 169,500 1,500,000 77,162,086 2,329,652 Cash paid to purchase fixed assets, (20,458,240) (45,523,897) (3,078,157) (873,490) intangible assets and other long-term assets Cash paid relating to others investing - - (198,000,000) - activities Sub-total of cash outflows (20,458,240) (45,523,897) (201,078,157) (873,490) Net cash flows from investing activities (20,288,740) (44,023,897) (123,916,071) 1,456,162 3. Cash flows from financing activities Cash received from borrowings - - - - Sub-total of cash inflows - - - - Cash repayments of borrowings - (17,600,000) - - Cash payments for interest expenses (10,059,581) (2,720,413) (7,539,908) (1,369,313) and distribution of dividends or profits Cash paid relating to other financing - (299,574) - - activities Sub-total of cash outflows (10,059,581) (20,619,987) (7,539,908) (1,369,313) Net cash flows from financing activities (10,059,581) (20,619,987) (7,539,908) (1,369,313) 4. Effect of foreign exchange rate changes - - - - on cash and cash equivalents 5. Net (decrease)/increase in cash and 150,923,388 89,086,253 86,704,918 32,172,991 cash equivalents Add: Cash and cash equivalents at 781,720,083 741,096,267 494,364,355 453,407,958 beginning of year 6. Cash and cash equivalent at end of year 932,643,471 830,182,520 581,069,273 485,580,949 8