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深赤湾B:2009年半年度报告(英文版)2009-08-28  

						2009 SEMI-ANNUAL REPORT

    SHENZHEN CHIWAN WHARF HOLDINGS LIMITED

    The Semi-Annual Report is written in both English and Chinese.

    In case of any discrepancy between the two versions, Chinese version prevails.

    Important Note

    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 factuality, accuracy and completeness of the contents

    of this report.

    This Semi-Annual Report has been reviewed and approved at the Fourth

    Session of the Sixth Board of Directors of the Company. Director Han

    Guimao did not attend the meeting due to business reason and appointed

    Director Fan Zhaoping, as his proxy to attend and speak at the meeting on

    his behalf. Director Han Guimao has given his consents to the full contents

    of this semi-annual report.

    Ms. Wang Fen, the Chairman of the Board, Mr. Zhang Jianguo, the Chief

    Financial Officer of the Company and Ms. Zhang Yuanling, the Financial

    Manager of the Company, hereby confirm that the financial report

    contained herein is true and complete.

    The financial report contained herein has not been audited.Table of Contents

    PART Ⅰ COMPANY PROFILE ..........................................................................................1

    PART Ⅱ CHANGES IN SHARE CAPITAL AND SHAREHOLDERS...........................3

    PART Ⅲ DIRECTORS, SUPERVISORS & SENIOR MANAGEMENT STAFF............5

    PART Ⅳ REPORT OF THE BOARD OF DIRECTORS....................................................6

    PART Ⅴ SIGNIFICANT EVENTS .....................................................................................10

    PART Ⅵ FINANCIAL REPORT (ATTACHED BEHIND, UN-AUDITED)..................18

    PART Ⅶ DOCUMENTS AVAILABLE FOR REFERENCE...........................................18Semi-Annual Report 2009-Chiwan Wharf

    1

    PART Ⅰ COMPANY PROFILE

    I. Corporate Information

    A. Company's Name in Chinese 深圳赤湾港航股份有限公司

    Company's Name in English Shenzhen Chiwan Wharf Holdings Limited (CWH)

    B. Stock Exchange Shenzhen Stock Exchange

    Short Name of the Stock Chiwan Wharf A/Chiwan Wharf B

    Stock Code 000022/200022

    C. Place of Registration Chiwan, Shenzhen, PRC

    Offices 12-13/F., Chiwan Petroleum Building,

    Chiwan, Shenzhen, PRC

    Postal Code 518067

    E-mail cwh@cndi.com

    Website http://www.szcwh.com

    D. Legal Representative Ms. Wang Fen, Chairman

    E. Secretary to the Board Ms. Pei Jiangyuan

    Authorized Representative Mr. Li Ying

    Address 13/F., Chiwan Petroleum Building, Shenzhen, PRC

    Tel +86 755 26694222

    Fax +86 755 26684117

    E-mail cwh@cndi.com

    F. Newspapers for Information "Securities Times" and "Ta Kung Pao”

    Disclosure

    Website for Semi-Annual Report http://www.cninfo.com.cn

    Semi-Annual Report Preparation Secretariat of the Board of Directors

    II. Major Financial Highlights

    Unit: RMB

    As at 30 Jun. 2009 As at 31 Dec. 2008 +/- (%)

    Total assets 5,184,025,572 5,153,728,048 0.59%

    Total equity attributable to equity holders of the Company 2,633,754,921 2,755,264,347 -4.41%

    Share capital 644,763,730 644,763,730 0.00%

    Net assets per share attributable to equity holders of the Company 4.085 4.273 -4.40%

    Jan.-Jun. 2009 Jan.-Jun. 2008 +/- (%)

    Revenue 714,358,140 975,980,451 -26.81%

    Operating profit 320,028,779 529,567,353 -39.57%

    Total profit 327,514,639 528,450,776 -38.02%

    Net profit attributable to equity holders of the Company 200,144,439 330,964,205 -39.53%

    Net profit attributable to equity holders of the Company after

    extraordinary gains and losses 194,446,830 331,758,107 -41.39%

    Earnings per share-Basic 0.310 0.513 -39.57%

    Earnings per share -Diluted 0.310 0.513 -39.57%

    Return on equity 7.60% 13.39% -5.79%

    Net cash flows arising from operating activities 294,064,935 546,900,230 -46.23%

    Net cash flows per share arising from operating activities 0.456 0.848 -46.23%Semi-Annual Report 2009-Chiwan Wharf

    2

    ● Extraordinary gains and losses items

    Items Amount

    Net gains/(losses) on disposal of non-current assets 6,604,694

    Non-operating income (expense) - net 881,166

    Tax effects on extraordinary gains and losses (1,390,265)

    Minority interests on extraordinary gains and losses (397,986)

    Total 5,697,609

    ● Net profit attributable to equity holders of the Company for the reporting period and total

    equity attributable to equity holders of the Company as at the end of reporting period in the

    Financial Report prepared under Chinese Accounting Standards (CAS) and International

    Financial Reporting Standards (IFRS)

    Unit: RMB

    CAS IFRS

    Net profit attributable to equity

    holders of the Company 200,144,439 200,144,439

    Total equity attributable to

    equity holders of the Company 2,633,754,921 2,633,754,921

    Reason for difference After performing new accounting standard for business

    enterprise, there existed no difference in either net profit

    attributable to equity holders of the Company for the reporting

    period or total equity attributable to equity holders of the

    Company as at the end of reporting period as set out in the

    Financial Report prepared under CAS and IFRS.

    III. Returns on equity and earnings per share calculated in accordance with the requirements

    of the Rules for the Compilation of Information Disclosure by the Companies Publicly

    Issuing Securities (No. 9) promulgated by CSRC

    Profit for the reporting period Return on equity Earnings per share

    Fully diluted Weighted average Basic Diluted

    Net profit attributable to equity

    holders of the Company 7.60% 7.14% 0.310 0.310

    Net profit attributable to equity

    holders of the Company after

    extraordinary gains and losses

    7.38% 6.94% 0.302 0.302Semi-Annual Report 2009-Chiwan Wharf

    3

    PART II CHANGES IN SHARE CAPITAL AND SHAREHOLDERS

    Ⅰ. Changes in Share Capital

    Unit: share

    Before the change Increase(+)/decrease(-) After the

    change

    Number Percentage

    Issue of

    additional

    shares

    Bonus

    issue

    Reserves

    to

    stocks

    Other Sub-total Number Percentage

    1. Shares subject to trading moratorium

    a. State-owned shares

    b. State-owned legal person shares

    c. Other domestic shares

    Including:

    Shares held by domestic on-state-owned

    legal persons

    Shares held by domestic individuals

    d. Shares held by overseas shareholders

    Including:

    Shares held by overseas legal persons

    Shares held by overseas individuals

    e. Shares held by senior management staff

    2. Shares not subject to trading moratorium

    a. Ordinary shares denominated in RMB

    b. Domestically listed foreign shares

    c. Overseas listed foreign shares

    d. Others

    324,608,912

    324,316,070

    324,316,070

    292,842

    320,154,818

    140,473,735

    179,681,083

    50.345%

    50.300%

    50.300%

    0.045%

    49.655%

    21.787%

    27.868%

    -324,316,070

    -324,316,070

    -324,316,070

    +324,316,070

    +324,316,070

    -324,316,070

    -324,316,070

    -324,316,070

    +324,316,070

    +324,316,070

    292,842

    0

    0

    292,842

    644,470,888

    464,789,805

    179,681,083

    0.045%

    0.000%

    0.000%

    0.045%

    99.955%

    72.087%

    27.868%

    3. Total shares 644,763,730 100% 644,763,730 100%

    Amounting to 324,316,070 China Wharf A shares held by China Nanshan Development (Group)

    Inc. (hereinafter referred to as “CND”), the controlling shareholder of the Company, were released

    of trading moratorium and listed for circulation on 19 Jun. 2009. Relevant announcement was

    disclosed on Securities Times and Ta Kung Pao dated 18 Jun. 2009 (Announcement serial No.

    2009-015).Semi-Annual Report 2009-Chiwan Wharf

    4

    Ⅱ. Number of shareholders and particulars about shares held by them (as at 30 Jun. 2009)

    Unit: share

    Total number of shareholders 39,437 shareholders, among which 29,951 being shareholders

    of A shares and 9,486 being shareholders of B shares

    Shareholdings of top ten shareholders

    Name of shareholder (Full name)

    Nature of

    shareholder

    (state-owned

    shareholder or

    foreign shareholder)

    Percentage

    of

    shareholding

    (%)

    Total shares

    held (share)

    Shares

    subject to

    trading

    moratorium

    (share)

    Shares

    pledged

    or frozen

    (share)

    CHINA NANSHAN DEVELOPMENT

    (GROUP) INC. 57.51 370,802,900 0 0

    CHINA MERCHANTS SECURITIES

    (HK) CO., LTD Holder of B shares 7.92 51,069,782 0 Unknown

    CMBLSA RE FTIF TEMPLETON

    ASIAN GRW FD GTI 5496 Holder of B shares 3.85 24,844,415 0 Unknown

    NATIONAL SOCIAL SECURITY

    FUND 102 PORTFOLIO 1.32 8,503,724 0 Unknown

    PLATINUM ASIA FUND Holder of B shares 1.10 7,111,679 0 Unknown

    GOVERNMENT OF SINGAPORE INV.

    CORP.- A/C "C" Holder of B shares 0.79 5,093,425 0 Unknown

    BANK OF CHINA - AIA-HUATAI

    SHENGSHI CHINA STOCK-TYPE

    OPEN-ENDED SECURITIES

    INVESTMENT FUND

    0.73 4,723,492 0 Unknown

    UBS WARBURG CUSTODY PTE LTD. Holder of B shares 0.64 4,096,414 0 Unknown

    BANK OF NEW YORK-MATTHEWS

    PACIFIC TIGER FUND Holder of B shares 0.62 3,999,996 0 Unknown

    MIRAE ASSET ASIA PACIFIC INFRA

    SECTOR EQTY INVSTMT TRS 1 Holder of B shares 0.61 3,927,021 0 Unknown

    Shareholdings of top ten shareholders holding shares not subject to trading moratorium

    Name of shareholder (Full name)

    Number of shares

    not subject to

    trading moratorium

    Type of shares (A, B,

    H or others)

    CHINA NANSHAN DEVELOPMENT (GROUP) INC. 370,802,900 A shares

    CHINA MERCHANTS SECURITIES (HK) CO., LTD 51,069,782 B shares

    CMBLSA RE FTIF TEMPLETON ASIAN GRW FD GTI 5496 24,844,415 B shares

    NATIONAL SOCIAL SECURITY FUND 102 PORTFOLIO 8,503,724 A shares

    PLATINUM ASIA FUND 7,111,679 B shares

    GOVERNMENT OF SINGAPORE INV. CORP.- A/C "C" 5,093,425 B shares

    BANK OF CHINA-AIA-HUATAI SHENGSHI CHINA STOCK-TYPE

    OPEN-ENDED SECURITIES INVESTMENT FUND 4,723,492 A shares

    UBS WARBURG CUSTODY PTE LTD. 4,096,414 B shares

    BANK OF NEW YORK-MATTHEWS PACIFIC TIGER FUND 3,999,996 B shares

    MIRAE ASSET ASIA PACIFIC INFRA SECTOR EQTY INVSTMT

    TRS 1 3,927,021 B shares

    Explanation on associated relationship

    among the top ten shareholders:

    CND does not have any relations with the shareholders holding shares not

    subject to trading moratorium. The Company is not aware of whether there

    is any inter-relation among other shareholders holding shares not subject to

    trading moratorium.

    III. Within the reporting period, the controlling shareholder of the Company remained

    unchanged, so did the shares held by CND.Semi-Annual Report 2009-Chiwan Wharf

    5

    PART Ⅲ DIRECTORS, SUPERVISORS & SENIOR MANAGEMENT STAFF

    Ⅰ.The shareholding of the Company’s directors, supervisors and senior management staff

    remained unchanged, which was specified as follows:

    Name Title

    Number of shares

    held at year-begin

    (share)

    Number of

    shares

    increased in

    reporting

    period (share)

    Number of

    shares

    decreased in

    reporting

    period (share)

    Number of

    shares held at

    period-end

    (share)

    Reason for

    changes

    Wang Fen

    Chairwoman

    of the Board

    82,632 0 0 82,632 N/A

    Fan Zhaoping Director 53,877 0 0 53,877 N/A

    Yuan Yuhui Director 14,040 0 0 14,040 N/A

    Han Guimao Director 13,988 0 0 13,988 N/A

    Zheng Shaoping

    Director,

    General

    Manager

    90,908 0 0 90,908 N/A

    Zhang Ning

    Director,

    Deputy

    General

    Manager

    69,175 0 0 69,175 N/A

    Fang Jie Supervisor 10,776 0 0 10,776 N/A

    Ni Keqin Supervisor 12,568 0 0 12,568 N/A

    Zhang Jianguo CFO 28,731 0 0 28,731 N/A

    Pei Jiangyuan

    Secretary to

    the Board 13,763 0 0 13,763 N/A

    Ⅱ. During the reporting period, the Company did not appoint or dismiss any director,

    supervisor and senior management staff.Semi-Annual Report 2009-Chiwan Wharf

    6

    PART Ⅳ REPORT OF THE BOARD OF DIRECTORS

    Ⅰ. Business Performance

    1. Core business scope and business performance

    The Company is principally engaged in handling, warehousing and transportation of containers

    and bulk cargoes, as well as the provision of related services.

    In the reporting period, the import and export of China was encountered a sharp decline, which in

    turn led to decreased handling volume of containers in the coastal ports in the country.

    Throughput of containers in Shenzhen Port which centered on foreign trade even registered a

    year-on-year decrease by 20.6%. Due to some factors concerning the wharf resources, structure

    of lines calling, etc., the company’s handling volume of containers showed a greater decrease of

    29.3% than the average decrease rate of Shenzhen Port. The Company maintained general

    stability in its bulk cargo business, with the relevant handling volume almost equal to the

    previous year. Supporting services such as tow truck and tugboat services in the port area also

    suffered various degrees of decline. Specific business indexes were as follows:

    Business Data Jan.-Jun. 2009 Jan.-Jun. 2008 +/- YoY

    Total throughput of cargo (’000 tons) 23,833.4 31,850.0 -25.2%

    Including: container (’000 TEU) 2,152.4 3,044.7 -29.3%

    Chiwan Port 1,531.1 2165.2 -29.3%

    Mawan Port 621.3 879.6 -29.4%

    Bulk cargoes (’000 tons) 3,886.3. 3,874.2 0.3%

    Hours charged for tow truck service

    (’000 hours) 569.1 832.7 -31.7%

    Hours charged for tugboat service (hour) 14,516 16,773 -13.5%

    2. Year-on-year changes in revenue, operating profit and net profit attributable to equity holders of

    the Company

    Unit: RMB

    Item Jan.-Jun. 2009 Jan.-Jun. 2008 +/- YoY

    Revenue 714,358,140 975,980,451 -26.81%

    Operating profit 320,028,779 529,567,353 -39.57%

    Net profit attributable to equity

    holders of the Company 200,144,439 330,964,205 -39.53%

    Reason for changes: due to the 29.3% decrease of the Company’s business volume year-on-year,

    the revenue, operating profit and net profit attributable to equity holders of the Company decreased

    accordingly compared to the same period of last year.Semi-Annual Report 2009-Chiwan Wharf

    7

    3. Core business accounting for 10% or above of the revenue, for the reporting period:

    Unit: RMB

    Business Revenue Operating cost

    Operating

    profit margin

    (%)

    +/- of revenue

    YoY (%)

    +/- of operating

    cost YoY (%)

    +/- of operating

    profit margin

    YoY (%)

    Cargo

    handling 635,163,208 292,626,524 53.93% -29.08% -14.66% -7.78%

    4. Profit breakdown, core business structure and profitability of the Company did not have

    significant changes during the reporting period.

    5. The Company conducted no other business, which exerted significant influence on the

    Company’s profit during the reporting period.

    6. Media Port Investments Limited (hereinafter referred to as “MPIL”) is jointly incorporated at

    the British Virgin Islands by Chiwan Wharf Holdings (HK) Ltd. (hereinafter referred to as

    “CWHK”), a wholly-owned subsidiary company of the Company, and China Merchants

    Holdings (International) Company Limited as an investment controlling company. The said two

    companies hold its 50% equity separately. MPIL holds 60% equity of Shenzhen Mawan Wharf

    Co., Ltd., Shenzhen Mawan Port Service Co., Ltd. and Shenzhen Mawan Terminals Co., Ltd. in

    total. During the reporting period, MPIL gained net profit of RMB57,652,544 through the

    above-mentioned three companies.

    For the reporting period, the Company earned investment income amounting to

    RMB28,826,272 from MPIL, accounting for 14.40% of net profit attributable to equity holders

    of the Company for the reporting period.

    Ⅱ. Financial Status

    1. Composition of assets and reasons for significant changes year-on-year:

    Unit: RMB

    Item As at 30 Jun. 2009 As at 31 Dec.2008 +/- (%)

    Dividend payable 578,933,294 271,365,815 113.34%

    Reasons for significant changes:

    The dividend payable increased mainly because it was declared at the Shareholders’ General

    Meeting in May that a cash dividend was to be distributed for ordinary shares in this July.

    2. Composition of profits and reasons for significant changes year-on-year

    Unit: RMB

    Item Jan.-Jun. 2009 Jan.-Jun. 2008 +/- (%)

    Investment income 31,207,492 51,566,710 -39.48%

    Minority interest income 91,126,507 152,583,405 -40.28%Semi-Annual Report 2009-Chiwan Wharf

    8

    Reasons for significant changes:

    Decreases of investment income are due to drop of net profit of associate companies resulted from

    decreasing container throughput;

    The minority interest income decreased mainly because the profit of the holding subsidiaries

    decreased.

    3. Composition of cash flows

    Unit: RMB

    Item Jan.-Jun. 2009 Jan.-Jun. 2008 +/- (%)

    Net cash flows from operating

    activities 294,064,935 546,900,230 -46.23%

    Net cash flows from investing

    activities (120,923,392) (51,859,564) 133.17%

    Net cash flows from financing

    activities (220,411,998) (480,271,952) -54.11%

    Net (decrease)/increase in cash

    and cash equivalents (47,270,455) 14,768,714 -420.07%

    Reasons for significant changes:

    Net cash inflows from operating activities decreased mainly due to the reduced operating profit in

    the reporting period;

    Net cash outflows from investing activities increased mainly because the Company received

    dividends from MPIL and added capital contribution to China Merchants Maritime Logistics

    (Shenzhen) Co., Ltd in 2008;

    Net cash outflows from financing activities decreased mainly because the Company refunded the

    loans for proposed projects in January 2008.

    Ⅲ. Investments in reporting period

    1. The Company did not raise any funds in the reporting period, and the latest funds raised by the

    Company had been used up by the end of 1996.

    2. Significant investment projects with non-raised funds

    In the reporting period, the Company made a total investment of RMB134.7 million of which

    RMB52.37 million was invested in fixed assets at Chiwan Port, mainly referring to the project of

    “converting diesel-powered RTG engines into electric ones”; and RMB82.33 million was

    invested in the Machong Project in Dongguan.

    Ⅳ. Outlook for future development of the Company

    1. Development trend of the industry in which the Company is engaged

    Import and export of China has been declining consecutively for 8 months. Despite the fact that

    the declining trend has slowed down, the negative growth of China’s import and export as well as

    of the relevant container throughput will continue due to a deep recession of the developedSemi-Annual Report 2009-Chiwan Wharf

    9

    economies, the slow economic recovery and the sluggish import trade. However, the second half

    of this year may witness an increase in container throughput over that of the first half due to the

    fact that the second half is usually considered as the shipping peak.

    The bulk cargo business in the three ports of West Shenzhen is going well in general, and it is

    thus expected that the second half is likely to see no massive changes in the business.

    2. Main problems and risks encountered by the Company

    The Company still faces risks of reducing shipping lines and losing clients, considering the

    shrinking container throughput due to the sluggish import and export trade.

    3. Business plan for the second half, as well as countermeasures against risks

    The Company will continue to carry out its annual business plan, strengthen its internal

    management and cost control, and optimize the resource allocation and business structure.

    Meanwhile, it will also timely adjust its business strategies according to the market changes,

    actively deal with possible crises and seize opportunities for a better business performance.Semi-Annual Report 2009-Chiwan Wharf

    10

    PART Ⅴ SIGNIFICANT EVENTS

    Ⅰ. Corporate governance

    Ever since its establishment, the Company have been operating in strict compliance with the

    Company Law, Securities Law and 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. Along with the

    development of the Company, it will, as always, keep perfecting its corporate governance and

    protecting the interests of all shareholders and stakeholders.

    Non-compliance of corporate governance standards by the Company during the reporting

    period: according to the Accounting Standards for Business Enterprises No.33—Consolidated

    Financial Statements, the Financial Department of the Company should submit the Company’s

    monthly financial statements around the 10th day of each month to CND, the main shareholder

    holding 57.51% of the Company’s shares, for the need of the latter’s preparing its consolidated

    statements.

    At the Fifth Session of the Fifth Board of Directors of the Company held on 17 April 2007, the

    Report Concerning the Submission of Monthly Financial Statements to the Substantial

    Shareholder was reviewed and approved, and it was agreed that Financial Department shall

    provide the company’s monthly financial statements to CND. On 25 August 2007, the Company

    disclosed the details of submitting the financial statements to substantial shareholders in the

    Self-inspection Report and Rectification Plan for Corporate Governance in 2007 of Shenzhen

    Chiwan Wharf Holding Co., Ltd. In compliance with the requirements of the Shenzhen

    Securities Regulatory Bureau, the Company delivered “Undisclosed Information Provided by

    the Company to its Substantial Shareholders and Actual Controllers” to the Shenzhen Securities

    Regulatory Bureau before the tenth day every month since September 2007, including the name

    list of relevant parties and relevant information. The above-mentioned matters did not affect the

    Company’s independence. In the future, the Company will disclose the relevant information in

    due course at the request of the regulatory authorities.

    Ⅱ. Profit and dividend distribution plan for 2008 and its implementation

    As audited by PricewaterhouseCoopers Zhongtian Certified Public Accountants Co., Ltd., the

    net profit of the Company for 2008 was RMB449, 036,125, and the accumulative attributable

    profit was RMB514, 467,212.

    1. In accordance with the Company Law and the Articles of Association of the Company,

    RMB44,903,613, i.e. 10% of the Company’s net profit as audited for the year 2008 was to be

    withdrawn as statutory surplus reserve;

    2. It was planned that a cash dividend of RMB5.00 per ten shares (tax included) totaling

    RMB322,381,865 would be paid based on the total share capital of 644,763,730 shares as at

    the end of 2008.

    After the aforesaid distribution, the retained profit of the Company was RMB147,181,734.

    The said profit distribution plan was completed on 21 Jul. 2009, with the day of record for A

    shares and the last trading day for B shares being 16 Jul. 2009, and the ex-dividend day being 17

    Jul. 2009.Semi-Annual Report 2009-Chiwan Wharf

    11

    Ⅲ. For the middle of the year 2009, no interim profit distribution will be conducted and no

    reserves will be transferred into shares.

    Ⅳ. During the reporting period, the Company was not involved in any significant lawsuits

    and arbitrations.

    Ⅴ. During the reporting period, the Company did not conduct any significant asset

    acquisition, sale or reorganization.

    Ⅵ. In the reporting period, no shareholders holding over 30% shares of the Company put

    forward and implemented plans of increasing the shares held by them.

    Ⅶ. In the reporting period, there existed no new securities investments. The Company did not

    acquire equity of financial enterprises such as commercial banks, securities companies,

    insurance companies, trust companies and futures companies, or equity of the companies

    to be listed.

    Set out below was the equity of other listed company held by the Company, which was acquired

    by the Company in the previous periods and carried down to the current period.

    Unit: RMB

    Stock

    code Short name of the stock

    Initial

    investment

    amount

    Shareholding

    percentage in

    the listed

    company

    Book

    value at

    period-end

    Gains/

    (losses) in

    reporting

    period

    Changes in

    owners’ equity

    during reporting

    period

    600377 JiangSu Expressway 1,120,000 0.02% 6,350,000 - 728,000

    400032 Shenzhen Petrochemical

    Industry (Group) Co., Ltd. 3,500,000 0.26% 382,200 - -

    400009 Guangdong Guang Jian

    Group Limited Company 27,500 0.02% 17,000 - -

    Total 4,647,500 - 6,749,200 - 728,000

    Ⅷ. Special explanation and independent opinion by independent directors

    In accordance with the Circular on Relevant Issues Concerning Regulating Capital Flows between

    Listed Companies and Related Parties and Provision of External Guaranty By Listed Companies

    (ZJF [2003] No.56) and the Circular on Regulating Provision of Guarantees for Outside Parties by

    Listed Companies (ZJF (2005) No.120) (hereinafter referred to as “the Circulars”), as well as the

    Circular on 2009 Semi-Annual Reports of Listed Companies, Mr. Li Wuzhou, Mr. Hao Zhujiang

    and Mr. Zhang Jianjun, all independent directors of the Company, have carefully and responsibly

    examined the Company’s provision of guarantees for other parties and the capital occupation by its

    controlling shareholder and other related parties, with a sense of responsibility to the Company, all

    its shareholders and investors and the principle of seeking truth from facts. Upon the examination,

    they made the relevant explanation as follows:

    1. As at 30 Jun. 2009, the balance of guarantee provided to outside parties by the Company was

    zero.Semi-Annual Report 2009-Chiwan Wharf

    12

    2. As at 30 Jun. 2009, the accumulative guarantee amount provided by the Company for its

    wholly-owned and holding subsidiaries reached RMB241,120,000, taking up 9.15% of the

    Company’s net assets as at 30 Jun. 2009, among which RMB38,720,000 was provided for a bank

    loan for the Company’s holding subsidiary Chiwan Container Terminal Co., Ltd., and

    RMB202,400,000 for the Company’s wholly-owned subsidiary Chiwan Wharf (Hong Kong) Ltd.

    The aforesaid guarantees were in line of relevant laws and regulations concerning the provision

    of guarantees for other parties by listed companies. And they were approved by the Company’s

    Board of Directors according to relevant procedures and disclosed as obliged.

    3. The Company strictly abided by the requirements of the Circulars. No funds occupation by its

    controlling shareholder had been found by 30 Jun. 2009, nor that incurred in the previous periods

    and carried down till 30 Jun. 2009. The funds flows between the Company and its related parties

    in the reporting period were considered normal operational funds flows.

    To sum up, the independent directors were of the opinion that the Company effectively controlled

    its financial risks in the reporting period, without doing any harm to the interests of investors.

    Ⅸ. Significant related transactions

    1. Related transactions arising from routine operation

    (1) Payment of Land use fees

    Jan.-Jun. 2009 Jan.-Jun. 2008

    CND RMB22,930,453 RMB18,384,284

    Due to the need of routine operation, the Harbor Division of the Company and Chiwan Container

    Terminal Co., Ltd. (CCT), in which the Company held a total of 55% equity directly and indirectly,

    rented lands from CND for bulk cargo and container stacking. Recognized as frequent transactions

    of the Company, the said transactions occurred in the previous years and will continue to occur in

    the future.

    Almost as same as the land rents in the western Shenzhen ports in 2009, the transaction price was a

    fair market price decided through negotiation between transaction parties at RMB3.5—12.5/ sq.m..

    According to the contract signed, the rent was paid by month and a penalty would be charged at a

    ratio of 0.5% of the monthly rental fee for each day overdue.

    In the report period, the aforesaid rents accounted for 63.63% of the Company’s total rental

    expenses for stacking yards and offices, which caused a cost and expense of RMB22.93 million.

    (2) Income from road transportation business

    Jan.-Jun. 2009 Jan.-Jun. 2008

    Mawan Companies RMB6,530,811 RMB8,877,003

    Shenzhen Mawan Port Service Co., Ltd. and Shenzhen Magang Cangma Co., Ltd. (hereinafter

    jointly referred to as “Mawan Companies”) were both clients of the Company in the business of

    labor service contracting. The Company provided container horizontal transportation service and

    other relevant services for Mawan Companies, which was considered a normal business of the

    Company. Such business occurred in the previous years and will continue to occur in the future.Semi-Annual Report 2009-Chiwan Wharf

    13

    The prices of the aforesaid transactions were fair market prices decided through negotiation

    between the parties involved, which were roughly the same as the labor service contracting fees in

    the ports in West Shenzhen for the year 2009. And the charges of the labor service were paid on a

    monthly basis.

    In the report period, the income generated from the aforesaid transactions accounted for 14.65% of

    income from the Company’s road transportation business, which brought the Company an operating

    income reaching RMB6.53 million.

    2. Related transactions concerning asset acquisition and sale

    Transaction

    party

    Assets

    sold or

    disposed

    Date of

    sale

    Transaction

    price

    Net profit

    contributed

    by the sold

    asset from

    year-begin

    to

    period-end

    Gains/(losses)

    from the asset

    sale

    Pricing

    principle

    Whether or

    not the

    ownership of

    the asset

    involved has

    been fully

    transferred

    Whether or

    not the

    creditor’s

    right and

    liabilities

    involved

    have been

    fully

    transferred

    Relationship

    between

    transaction

    party and the

    Company

    CND

    100%

    equity of

    Shenzhen

    Chiwan

    Oriental

    Logistics

    Co., Ltd.

    5 Jun.

    2009

    RMB

    4,917,694

    RMB

    (481,955)

    RMB

    (1,741,108)

    Based on the

    evaluated

    value of the

    net assets of

    Shenzhen

    Chiwan

    Oriental

    Logistics Co.,

    Ltd. at 31

    March 2009.

    Yes Yes

    The

    Company’s

    controlling

    shareholder

    3. Creditor’s rights and liabilities with related parties

    Accounts receivable As at 30 Jun. 2009

    RMB

    As at 31 Dec. 2008

    RMB

    Shenzhen Nantian Oil Mills Co., Ltd. 1,989,290 972,527

    Mawan Companies 944,021 1,046,835

    Shenzhen Southseas Grains Industries Limited 1,138,810 1,141,401

    Total 4,072,121 3,160,763

    The accounts receivable as set out in the table above were resulted from the operational contacts of

    the Company’s providing road transportation service and terminal handling service for its related

    parties mentioned above.As at 30 Jun. 2009, the accounts receivable from related parties took up

    2.03% of the Company’s total accounts receivable (2.17% in the year of 2008).

    Long-term receivables As at 30 Jun. 2009

    RMB

    As at 31 Dec. 2008

    RMB

    Media Port Investments Ltd. 184,039,141 184,039,141

    The long-term receivable as set out in the table above was resulted from the interest-free

    shareholder’s contribution to an associated company of the Company within the total investment

    amount prescribed in the relevant joint venture agreement. As at 30 Jun. 2009, the long-termSemi-Annual Report 2009-Chiwan Wharf

    14

    receivables from related parties accounted for 100% of the Company’s total long-term receivables

    (also 100% in the year of 2008).

    Accounts payable As at 30 Jun. 2009

    RMB

    As at 31 Dec. 2008

    RMB

    Shenzhen Haiqin Engineering Supervision Co., Ltd. 228,407 986,807

    CND 4,431,038 4,466,812

    Shenzhen Nantian Oil Mills Co., Ltd. 604,639 -

    Total 5,264,084 5,453,619

    The accounts payable as set out in the table above were resulted from the debts caused by the

    Company’s renting lands and receiving engineering construction and supervision services from its

    related parties mentioned above. As at 30 Jun. 2009, the accounts payable to related parties

    amounted to 10.43% of the Company’s total accounts payable (9.32% in the year of 2008).

    Other payables As at 30 Jun. 2009

    RMB

    As at 31 Dec. 2008

    RMB

    CND 351 7,215

    Mawan Companies (a) 622,441 1,690,316

    Total 622,792 1,697,531

    As at 30 Jun. 2009, other payables to related parties took up 0.57% of the Company’s total other

    payables (1.62% in the year 2008).

    (a) The Company and Mawan Companies cooperated in conducting business activities with external

    parties. And they shared the common expenses thus incurred according to the numbers of berths

    each had. Concerning the mutually entrusted collection and disbursement of relevant fees incurred

    in the course of settlement, the Company confirmed the accounts payable to Mawan Companies

    after checking the relevant accounts with customers.

    Ⅹ. Significant contracts

    1. In the reporting period, the Company did not hold in trust, contract or lease any significant assets

    of other companies, or vice versa.

    2. In the reporting period, the Company did not provide any guarantee for external parties.

    By the end of the reporting period, the Company had only provided bank loan guarantees for its

    holding subsidiary Chiwan Container Terminal Co., Ltd. and its wholly-owned subsidiary

    Chiwan Wharf (Hong Kong) Ltd., which were detailed as follows:Semi-Annual Report 2009-Chiwan Wharf

    15

    Guarantee

    Amount of

    guarantee

    (HKD’000)

    Term of guarantee

    Subsisting

    guarantee

    liability

    or not

    Type of

    guarantee

    Procedures for

    guarantee

    Chiwan

    Container

    Terminal Co.,

    Ltd.

    44,000 2008.7.31-2010.7.25 Yes

    Guarantee

    with joint

    liability

    Reviewed and

    approved at the First

    Special Session of

    the Sixth Board of

    Directors for 2008

    Chiwan Wharf

    (Hong Kong)

    Ltd.

    230,000 2008.12.5-2010.12.2 Yes

    Guarantee

    with joint

    liability

    Reviewed and

    approved at the Fifth

    Special Session of

    the Sixth Board of

    Directors for 2008

    By the end of the report period, the Company had provided guarantees for external parties totaling

    RMB241.12 million, accounting for 9.15% of the Company’s net assets.

    3. During the reporting period, the Company did not entrust others to manage its cash assets.

    Ⅺ. Special commitments made by shareholders holding non-circulating share in share reform

    process and the execution

    Name of shareholder Special commitment Execution of commitment

    Commitment on dividend policy: CND commits to keep

    stable dividend policy as in the past, promises to put

    forward dividend distribution proposal at Annual General

    Meeting for 2006 and 2007, and the dividend payout ratio

    shall not be less than 50% of the distributable profits

    achieved in respective year, and promises to vote for it at

    Annual General Meeting.

    Executed.

    The actual dividend payout

    ratios for 2006 and 2007 were

    60% and 50.02% of the

    distributable profits achieved in

    the respective year.

    Commitment on increase of its share equity at the

    Company: To avoid the unreasonable fluctuation of stock

    price of the Company and boost investors confidence in

    the Company, and at the same time to enhance its position

    as controlling shareholder, CND will, within 2 months

    after the share reform proposal be approved at the

    Relevant Shareholders’ Meeting of A Share Market, buy

    from stock market 9,406,540 shares (say 10% of all

    tradable A shares not subject to trading moratorium of

    94,065,400 after the execution of the share reform

    proposal) when the price is not higher than RMB13.00.

    Within 6 months after share equity increase plan is

    executed, CND will not sell any shares thus bought

    according to the said plan, otherwise the income from the

    sale of shares will be possessed by all shareholders.

    Executed.

    CND did not buy the said shares

    of the Company in the

    commitment period due to that

    the price of the Company’s A

    shares was never below

    RMB13.00 per share in the

    relevant period.

    China Nanshan

    Development (Group)

    Incorporation

    Motivation scheme: In order to enhance shareholders’

    confidence and boost initiatives of management team and

    core staff of the Company, CND will, after the share

    reform proposal is executed, choose to entrust the Board

    of Directors of the Company through annual general

    meeting to formulate and carry out motivation scheme

    Executed.

    CND submitted in Mar. 2009

    the proposal concerning the

    Report on Formulating and

    Carrying out Equity Incentive

    Mechanism of CWH to CWH’sSemi-Annual Report 2009-Chiwan Wharf

    16

    according to relevant laws and regulations, thus integrate

    the interests of management team with the whole

    shareholders of the Company.

    2008 Annual Shareholders’

    General Meeting, and voted for

    the proposal at the meeting held

    on 22 May 2009. The said

    Report was reviewed and

    approved at the meeting, and the

    Board of Directors of CWH was

    authorized to, in a proper time,

    work out and implement the

    equity incentive mechanism

    according to relevant laws and

    regulations.

    Letter of Guarantee: CND commits that it will obtain,

    before the registration date for the Relevant Shareholders’

    Meeting of A Share Market, the letter of guarantee from

    certain monetary institution recognized by Shenzhen

    Stock Exchange, consenting to provide complete

    guarantee to CND for the required amount of money

    when put options granted to shareholders of tradable

    shares be executed.

    Executed.

    Keep the Company as a listed one: CND commits that the

    Company is undertaking Share Reform with a view to

    address the problem of balancing the interests among

    shareholders of circulating and non-circulating shares, but

    not to quit from the stock market. CND promises to

    implement actions to keep the Company as a listed one

    within the period stipulated by relevant laws, rules and

    regulations, and to disclose information in time, if the

    shareholding structure does not conform to the

    requirements for a listed company recognized by

    Shenzhen Stock Exchange due to the execution of put

    option.

    Executed.

    Ⅻ. Researches, interviews and visits received in the reporting period

    In the reporting period, the Company received 23 visits and many phone calls from the investors

    in a warmly and patient manner. The Company introduced to those investors particulars about

    the Company and the development of its businesses, including the Company’s business

    performance, investments, financial position and other matters concerned by the investors. All

    the information disclosed was in line with relevant regulations of the Company Law, Securities

    Law and Administrative Rules for Relationship with Investors. No significant undisclosed

    information was leaked to certain parties. And the said visits were detailed in the table below:

    Type Means Time Location Investor

    Topics

    discussed and

    information

    provided

    UBS

    Conference

    Conference Jan,2009 ShangHai Clients of UBS

    launched by

    securities

    firms

    CLSA

    Conference

    June,2009 HongKong Clients of CLSA

    Basic status of

    the operations

    and

    investments ofSemi-Annual Report 2009-Chiwan Wharf

    17

    UBS

    Conference

    June,2009 Beijing Clients of UBS

    Jan,2009 China Merchants Securities、Penghua fund

    management、SYWG BNP Parisbas asset management、

    Hua an fund management

    Feb,2009 SYWG research、Everbright Pramerica Fund

    Management、Blue Bridge China、Harvest Fund

    Management、Everbright Securities.、Bank of

    Communications Schroders、GF Securities、Orient

    Securities Company Limited、ChangJiang Securities、

    New China Asset Management、CITIC-prudential Fund

    Management 、New Century Fund Management、

    YinHua Fund Management、HuaTai Securities、Morgan

    Stanley、Alliance Bernstein Investment、Merrill Lynch

    (Asia Pacific)、Ping An securities 、Galaxy asset

    Management、ICBC Credit Suisse Asset Management、

    Guotai Asset Management

    Apr,2009 CLSA limited、Templeton Asset Management、SYWG

    research

    May,2009 JPMorgan、TPG-AXON Capital、UOB KAY HIAN

    (Hong Kong)、Deutsche Bank AG、Mirae Asset Global

    Investments(Hong Kong)、BEA Union Investment

    Management、CITIC Securities International

    Investment Management(HK)、China International

    Capital Corporation、Harvest Fund Management、

    CEPHEI Investments、Value Partners、Neuberger

    Investment Management Asia、Gold Sachs (China)

    investor

    reception

    One-on-one

    meeting

    June,2009

    Conference

    room of the

    Company

    Kylin Management、Matthews International Capital

    Management、Greenwoods Asset Management、Asian

    Century Quest Capital,、UBS Securities、China

    Southern Fund Management、Fortune SGAM Fund

    Management、Fullgoal Fund Management、Polaris

    International Securities Investment Trust、GUOTAI

    JUNAN Securities、Aerospace Science & Technology

    Finance

    the Company

    and the

    financial

    position of the

    Company

    Information

    provided: Brief

    introductions of

    the Company

    ⅩⅢ. Other significant events

    Event Date of

    disclosure

    Public

    Notice No.

    Newspaper for

    disclosure and

    page number

    Website for

    disclosure

    Shares totaling 324,316,070 subject

    to trading moratorium held by CND,

    the controlling shareholder of the

    Company, were listed for trading on

    19 Jun. 2009.

    18 Jun. 2009 2009-015

    Securities

    Times A8; Ta

    Kung Pao B9

    http://www.cninfo.

    com.cnSemi-Annual Report 2009-Chiwan Wharf

    18

    PART Ⅵ FINANCIAL REPORT (ATTACHED BEHIND, UN-AUDITED)

    PART Ⅶ DOCUMENTS AVAILABLE FOR REFERENCE

    1. Full-text of the Company’s 2009 Semi-Annual Report carrying the signature of Chairman of the

    Board;

    2. 2009 Semi-Annual Financial Report carrying the signatures of the Company’s Legal

    Representative, Chief Financial Officer and Financial Manager;

    3. Original copies of all documents and public notices thereof disclosed in the reporting period on

    Securities Times and Ta Kung Pao; and

    4. Other relevant materials.

    For and on behalf of the Board

    Wang Fen

    Chairman

    Shenzhen Chiwan Wharf Holdings Limited

    Dated 29th August, 2009SHENZHEN CHIWAN WHARF HOLDINGS LIMITED

    FINANCIAL STATEMENTS AND REPORT

    FOR THE SIX MONTHS ENDED

    30 JUNE 2009

    [English Translation for Reference Only. Should there be any inconsistency between the

    Chinese and English versions, the Chinese version shall prevail.]SHENZHEN CHIWAN WHARF HOLDINGS LIMITED

    FINANCIAL STATEMENTS AND REPORT

    FOR THE SIX MONTHS ENDED

    30 JUNE 2009

    [English translation for reference only]

    Contents Page

    Consolidated and the company’s balance sheets 1 - 2

    Consolidated and the company’s income statements 3

    Consolidated and the company’s cash flow statements 4

    Consolidated statement of changes in owners’ equity 5

    The company’s statement of changes in owners’ equity 6

    Notes to financial statements 7 - 74- 1 -

    SHENZHEN CHIWAN WHARF HOLDINGS LIMITED

    CONSOLIDATED AND COMPANY BALANCE SHEETS

    AS AT 30 JUNE 2009

    (All amounts in RMB Yuan unless otherwise stated)

    [English translation for reference only]

    ASSETS Note(s)

    30 June 2009

    The Group

    31 December 2008

    The Group

    30 June 2009

    The Company

    31 December 2008

    The Company

    Current assets

    Cash at bank and on

    hand 8(1) 594,205,455 641,475,910 411,258,714 298,644,660

    Notes receivable 8(2) - 7,846,264 - 7,846,264

    Dividends receivable - - 313,303,127 404,741,735

    Accounts receivable 8(3),13(1) 200,894,232 145,675,880 15,028,435 11,338,751

    Advances to suppliers 8(4) 13,287,117 10,336,323 466,605 111,253

    Interest receivable 342,000 454,878 5,280,795 5,277,795

    Other receivables 8(3),13(1) 13,112,498 10,180,699 141,122,755 132,957,981

    Inventories 8(5) 27,555,246 27,808,298 1,168,006 837,989

    Total current assets 849,396,548 843,778,252 887,628,437 861,756,428

    Non-current assets

    Available-for-sale

    financial assets 8(6) 6,350,000 5,440,000 6,350,000 5,440,000

    Long-term receivables 8(7),9(4),9(6) 184,039,141 184,039,141 164,228,079 164,228,079

    Long-term equity

    investments 8(8),13(2) 304,772,133 282,844,083 842,005,954 853,904,176

    Investment properties 8(9) 28,605,179 29,048,953 20,535,112 20,860,490

    Fixed assets 8(10) 2,185,387,609 2,261,881,360 177,272,077 184,480,910

    Construction in progress 8(11) 366,200,182 301,348,064 - 168,540

    Disposal of fixed assets 676,658 - 436,593 -

    Intangible assets 8(12) 1,090,421,348 1,075,111,068 72,233,687 73,752,628

    Goodwill 8(13) 10,858,898 10,858,898 - -

    Long-term prepaid

    expenses 8(14) 68,746,920 67,625,291 5,682,883 5,818,207

    Long-term prepayment 8(15) 58,772,833 58,772,833 - -

    Deferred tax assets 8(27) 29,798,123 32,980,105 10,938,001 12,635,845

    Total non-current assets 4,334,629,024 4,309,949,796 1,299,682,386 1,321,288,875

    TOTAL ASSETS 5,184,025,572 5,153,728,048 2,187,310,823 2,183,045,303- 2 -

    SHENZHEN CHIWAN WHARF HOLDINGS LIMITED

    CONSOLIDATED AND COMPANY BALANCE SHEETS (CONTINUED)

    AS AT 30 JUNE 2009

    (All amounts in RMB Yuan unless otherwise stated)

    [English translation for reference only]

    LIABILITIES AND

    OWNERS’ EQUITY Note(s)

    30 June 2009

    The Group

    31 December 2008

    The Group

    30 June 2009

    The Company

    31 December 2008

    The Company

    Current liabilities

    Short-term borrowings 8(17) 627,440,000 829,840,000 143,440,000 178,640,000

    Notes payable 8(18) 2,610,870 8,681,000 - -

    Accounts payable 8(19) 50,488,727 58,507,695 10,378,553 13,231,145

    Advances from customers 8(20) 3,468,493 650,306 1,619,478 16,388

    Employee benefits payable 8(21) 23,743,850 39,286,759 18,189,142 21,825,885

    Dividends payable 8(22) 578,933,294 271,365,815 322,381,865 -

    Taxes payable 8(23) 17,069,286 27,885,431 (5,485,408) 1,448,453

    Interests payable - 4,864,951 22,275 2,909,946

    Other payables 8(24) 109,721,831 104,635,820 269,733,320 209,280,593

    Deferred revenue 8(25) 4,951,750 4,951,750 - -

    Total current liabilities 1,418,428,101 1,350,669,527 760,279,225 427,352,410

    Non-current liabilities

    Long-term borrowings 8(26) 404,800,000 404,800,000 132,000,000 132,000,000

    Deferred revenue 8(25) 67,261,269 69,737,144 - -

    Deferred tax liabilities 8(27) 1,046,000 864,000 1,046,000 864,000

    Total non-current liabilities 473,107,269 475,401,144 133,046,000 132,864,000

    Total liabilities 1,891,535,370 1,826,070,671 893,325,225 560,216,410

    Owners' equity

    Paid-in capital 8(28) 644,763,730 644,763,730 644,763,730 644,763,730

    Capital surplus 8(29) 144,898,555 144,170,555 154,094,828 153,366,828

    Surplus reserve 8(30) 355,134,736 355,134,736 355,134,736 355,134,736

    Undistributed profits 8(31) 1,502,307,791 1,624,545,217 139,992,304 469,563,599

    Foreign exchange

    translation differences (13,349,891) (13,349,891) - -

    Total equity attributable to

    equity holders of the

    Company 2,633,754,921 2,755,264,347 1,293,985,598 1,622,828,893

    Minority interests 8(32) 658,735,281 572,393,030 - -

    Total owners' equity 3,292,490,202 3,327,657,377 1,293,985,598 1,622,828,893

    TOTAL LIABILITIES AND

    OWNERS’ EQUITY 5,184,025,572 5,153,728,048 2,187,310,823 2,183,045,303

    The accompanying notes form an integral part of these financial statements.- 3 -

    SHENZHEN CHIWAN WHARF HOLDINGS LIMITED

    CONSOLIDATED AND COMPANY INCOME STATEMENTS

    FOR THE SIX MONTHS ENDED 30 JUNE 2009

    (All amounts in RMB Yuan unless otherwise stated)

    [English translation for reference only]

    The accompanying notes form an integral part of these financial statements.

    Items Note(s)

    Jan.-Jun. 2009

    The Group

    Jan.-Jun. 2008

    The Group

    Jan.-Jun. 2009

    The Company

    Jan.-Jun.2008

    The Company

    Revenue 8(33),13(3) 714,358,140 975,980,451 59,398,927 104,002,444

    Less: Cost 8(33),13(3) (341,704,183) (383,929,848) (59,758,174) (68,629,370)

    Tax and levies on operations 8(34) (24,866,617) (33,725,006) (2,146,458) (3,441,734)

    General and administrative

    expenses

    (49,078,801) (65,259,506) (17,337,513) (24,917,705)

    Finance income/(expenses) - net 8(35) (10,538,788) (15,065,448) (1,522,266) (7,374,075)

    Asset impairment losses 8(36) 651,536 - 651,536 -

    Add: Investment income 8(37),13(4) 31,207,492 51,566,710 9,526,319 32,702,196

    Including: share of results of

    associates

    8(37)

    25,678,050 51,566,710 (3,148,222) (3,584,026)

    Operating profit 320,028,779 529,567,353 (11,187,629) 32,341,756

    Add: Non-operating income 8(38) 7,836,283 493,918 59,841 15,776

    Less: Non-operating expenses 8(38) (350,423) (1,610,495) (237,621) (659,462)

    Including: Loss on disposals of

    non-current assets (97,859) (758,148) (29,907) (425,122)

    Total profit 327,514,639 528,450,776 (11,365,409) 31,698,070

    Less: Income tax (expenses)/ income 8(39) (36,243,693) (44,903,166) 4,175,979 (791,835)

    Net profit 291,270,946 483,547,610 (7,189,430) 30,906,235

    Attributable to equity holders of the

    Company 200,144,439 330,964,205

    Minority interest 91,126,507 152,583,405

    Earnings per share

    (attributable to equity holders of the

    Company)

    Basic earnings per share 8(40) 0.310 0.513

    Diluted earnings per share 8(40) 0.310 0.513

    Comprehensive income 8(41) 728,000 (10,439,108) 728,000 (3,681,800)

    Total comprehensive income 291,998,946 473,108,502 (6,461,430) 27,224,435

    Attributable to equity holders of the

    Company 200,872,439 323,565,886

    Minority interest 91,126,507 149,542,616- 4 -

    SHENZHEN CHIWAN WHARF HOLDINGS LIMITED

    CONSOLIDATED AND COMPANY CASH FLOW STATEMENTS

    FOR THE SIX MONTHS ENDED 30 JUNE 2009

    (All amounts in RMB Yuan unless otherwise stated)

    [English translation for reference only]

    Items Note(s)

    Jan.-Jun. 2009

    The Group

    Jan.-Jun. 2008

    The Group

    Jan.-Jun. 2009

    The Company

    Jan.-Jun.2008

    The Company

    1. Cash flows from operating activities

    Cash received from rendering of services 658,345,387 932,385,962 59,405,302 76,774,836

    Refund of taxes and levies 71,864 - - -

    Cash received relating to other operating activities 17,788,634 31,124,514 126,523,165 234,507,200

    Sub-total of cash inflows 676,205,885 963,510,476 185,928,467 311,282,036

    Cash paid for goods and services (178,223,532) (211,971,354) (45,220,194) (44,346,712)

    Cash paid to and on behalf of employees (91,411,953) (114,897,044) (22,994,571) (30,607,351)

    Payments of taxes and levies (92,549,662) (76,429,461) (4,791,565) (3,205,389)

    Cash paid relating to other operating activities (19,955,803) (13,312,387) (270,444) (790,516)

    Sub-total of cash outflows (382,140,950) (416,610,246) (73,276,774) (78,949,968)

    Net cash flows from operating activities 8(42) 294,064,935 546,900,230 112,651,693 232,332,068

    2. Cash flows from investing activities

    Cash received from disposals of investments - - 70,408,776 38,000,000

    Cash received from returns on investments 11,020,550 142,068,566 65,156,097 54,597,101

    Net cash received from disposals of fixed

    assets and intangible assets 792,685 2,734,690 61,350 530,000

    Net cash received from disposal of

    subsidiary or other operating business units 1,961,995 - 2,458,847 -

    Sub-total of cash inflows 13,775,230 144,803,256 138,085,070 93,127,101

    Cash paid to purchase fixed assets,intangible assets

    and other long-term assets (134,698,622) (156,662,820) (3,558,085) (4,489,050)

    Cash paid relating to other investing activities - (40,000,000) (92,408,776) (75,523,511)

    Sub-total of cash outflows (134,698,622) (196,662,820) (95,966,861) (80,012,561)

    Net cash flows from investing activities (120,923,392) (51,859,564) 42,118,209 13,114,540

    3. Cash flows from financing activities

    Cash received from borrowings 143,440,000 245,340,000 143,440,000 188,940,000

    Cash repayments of borrowings (345,840,000) (701,524,000) (178,640,000) (588,940,000)

    Cash payments for interest expenses and

    distribution of dividends or profits (17,835,998) (24,087,952) (6,955,848) (7,588,086)

    Including: dividends paid to minority

    shareholders of subsidiaries - - - -

    Other cash payments relating to financing activities (176,000) - - -

    Sub-total of cash outflows (363,851,998) (725,611,952) (185,595,848) (596,528,086)

    Net cash flows from financing activities (220,411,998) (480,271,952) (42,155,848) (407,588,086)

    4.Effect of foreign exchange rate changes on cash

    and cash equivalents - - - -

    5. Net (decrease)/increase in cash and cash

    equivalents (47,270,455) 14,768,714 112,614,054 (162,141,478)

    Add: Cash and cash equivalents at beginning of year 8(42) 641,475,910 781,587,534 298,644,660 570,266,835

    6.Cash and cash equivalent at end of year 8(42) 594,205,455 796,356,248 411,258,714 408,125,357

    The accompanying notes form an integral part of these financial statements.- 5 -

    SHENZHEN CHIWAN WHARF HOLDINGS LIMITED

    CONSOLIDATED STATEMENT OF CHANGES IN OWNERS’ EQUITY

    FOR THE SIX MONTHS ENDED 30 JUNE 2009

    (All amounts in RMB Yuan unless otherwise stated)

    [English translation for reference only]

    Items Note(s) Attributable to equity holders of the Company

    Paid-in capital Capital surplus Surplus reserves Undistributed profits Translation difference Minority interest Total owners' equity

    Balance at 1 January 2008 644,763,730 168,577,210 1,094,116,893 679,821,265 (1,415,833) 558,758,486 3,144,621,751

    Movement for the year ended 31 December 2008

    Net profit 642,891,604 301,517,573 944,409,177

    Gains recognised directly in owners' equity

    - net changes in fair value of available-for-sale

    financial assets 8(29) (4,252,000) (4,252,000)

    - net changes in fair value of hedging instruments 8(29) (20,187,704) (16,517,214) (36,704,918)

    - translation difference (11,934,058) (11,934,058)

    - others 33,049 33,049

    Sub-total (24,406,655) (11,934,058) (16,517,214) (52,857,927)

    Profit appropriation

    - appropriation to surplus reserves 8(30) 142,010,813 (142,010,813) -

    - profit distribution to equity owners 8(31) (437,149,809) (271,365,815) (708,515,624)

    Transfer within owner's equity

    - surplus reserves used to offset accumulated

    losses (880,992,970) 880,992,970 -

    Balance at 31 December 2008 644,763,730 144,170,555 355,134,736 1,624,545,217 (13,349,891) 572,393,030 3,327,657,377

    Balance at 1 January 2009 644,763,730 144,170,555 355,134,736 1,624,545,217 (13,349,891) 572,393,030 3,327,657,377

    Movement for the six months ended 30 June 2009

    Net profit 200,144,439 91,126,507 291,270,946

    Gains/(losses) recognised directly in owners' equity

    - net changes in fair value of available-for-sale

    financial assets 8(29) 728,000 728,000

    - net changes in fair value of hedging instrument 8(29)

    - translation difference

    - others

    Sub-total 728,000 728,000

    Profit appropriation

    - appropriation to surplus reserves 8(30)

    - profit distribution to equity owners 8(31) (322,381,865) (4,784,256) (327,166,121)

    Transfer within owner's equity

    - surplus reserves used to offset accumulated

    losses 8(30)

    Balance at 30 June 2009 644,763,730 144,898,555 355,134,736 1,502,307,791 (13,349,891) 658,735,281 3,292,490,202

    The accompanying notes form an integral part of these financial statements.- 6 -

    SHENZHEN CHIWAN WHARF HOLDINGS LIMITED

    COMPANY STATEMENT OF CHANGES IN OWNERS’ EQUITY

    FOR THE SIX MONTHS ENDED 30 JUNE 2009

    (All amounts in RMB Yuan unless otherwise stated)

    [English translation for reference only]

    Items Note(s) Paid-in capital Capital surplus Surplus reserves Undistributed profits Total owners' equity

    Balance at 1 January 2008 644,763,730 157,618,828 1,094,116,893 (281,304,874) 1,615,194,577

    Movement for the year ended 31 December 2008

    Net profit - - - 449,036,125 449,036,125

    Losses recognised directly in owners' equity

    - net changes in fair value of available-for-sale financial assets 8(29) - (4,252,000) - - (4,252,000)

    Profit distribution

    - appropriation to surplus reserves 8(30) - - 142,010,813 (142,010,813) -

    - profit distribution to equity owners 8(31) - - - (437,149,809) (437,149,809)

    Transfer within owner's equity

    - surplus reserves used to offset accumulated losses 8(30) - - (880,992,970) 880,992,970 -

    Balance at 31 December 2008 644,763,730 153,366,828 355,134,736 469,563,599 1,622,828,893

    Balance at 1 January 2009 644,763,730 153,366,828 355,134,736 469,563,599 1,622,828,893

    Movement for the six months ended 30 June 2009

    Net profit - - - (7,189,430) (7,189,430)

    Losses recognised directly in owners' equity

    - net changes in fair value of available-for-sale financial assets 8(29) - 728,000 - - 728,000

    Profit distribution

    - appropriation to surplus reserves 8(30) - - - - -

    - profit distribution to equity owners 8(31) - - - (322,381,865) (322,381,865)

    Transfer within owner's equity

    - surplus reserves used to offset accumulated losses 8(30) - - - - -

    Balance at 30 June 2009 644,763,730 154,094,828 355,134,736 139,992,304 1,293,985,598

    The accompanying notes form an integral part of these financial statements.SHENZHEN CHIWAN WHARF HOLDINGS LIMITED

    NOTES TO FINANCIAL STATEMENTS

    FOR THE SIX MONTHS ENDED 30 JUNE 2009

    (All amounts in RMB unless otherwise stated)

    [English translation for reference only]

    - 7 -

    1. General information

    Shenzhen Chiwan Wharf Holdings Limited (the “Company”) was incorporated in September

    1982 in Shenzhen, the People’s Republic of China (the “PRC”), by China Nanshan Development

    (Group) Ltd (the “Nanshan Group”), and was registered a sino-foreign joint venture enterprise in

    July 1990. In January 1993, as approved by the Shenzhen municipal government with document

    SFBF (1993)357, the Company was reorganized into a joint stock limited company. In February

    1993, the Company issued, by public offering, the domestic shares (“A shares”) of 46,000,000

    shares and domestically listed foreign shares (“B shares”) of 40,000,000 shares. Both shares

    were listed in Shenzhen Stock Exchange in May 1993.

    In June 1994, 31,047,000 bonus shares were issued in a proportion of “one bonus share for

    every ten shares”. In June, the bonus A shares and bonus B shares held by Nanshan Group

    were listed in Shenzhen Stock Exchange. In December 1995, the Company issued additional

    40,000,000 B shares, consequently, the total volume of the Company’s shares rose to

    381,517,000.

    In June 2004, the directors of the Company resolved to increase the share capital by means of

    capitalization of the share premium and capital reserves of the Company to the extent that 3

    additional ordinary shares were issued to each shareholder holding 10 shares of the Company.

    As the result, the total volume of shares was increased from 381,517,000 to 495,972,100.

    In July 2005, again the directors of the Company resolved to increase the share capital by

    means of capitalization of the share premium and capital reserves of the Company to the extent

    that 3 additional ordinary shares were issued to each shareholder holding 10 shares of the

    Company

    Consequently, the total volume of shares was increased from 495,972,100 to 644,763,730.

    Pursuant to the relevant rules and regulations issued by the PRC authorities and approval from

    State-owned Asset Supervision and Administration Commission with document No. (2006)405,

    share segregation reform of the Company was performed in May 2006. Nanshan Group, the non

    public shares shareholder of the Company, offered RMB11.5 in cash, 1 share and 8 put options,

    to the holders of every 10 listed A shares. In return the listed A shares shareholders agree to

    allow the non public shares held by Nanshan Group be converted into listed A shares. From 30

    May 2006, the non public A shares held by Nanshan Group (original volume less those offered to

    tradable A shares shareholders) become listed with restriction on disposal for certain lock up

    period. As to the put options offered by Nanshan Group, during the required exercise period from

    23 May 2007 to 29 May 2007, none was actually exercised by listed A shares shareholders.

    The lock up period for two batches of A shares with 23,243,415 share each held by the Nanshan

    Group with restriction on disposal expired on 3 July 2007 , on 6 June 2008and on 19 June 2009 ,

    respectively.SHENZHEN CHIWAN WHARF HOLDINGS LIMITED

    NOTES TO FINANCIAL STATEMENTS

    FOR THE SIX MONTHS ENDED 30 JUNE 2009

    (All amounts in RMB unless otherwise stated)

    [English translation for reference only]

    - 8 -

    1 General information (continued)

    The Company and its subsidiaries (collectively the “Group”) are principally engaged in the

    provision of cargo packing, cargo handling, container terminal, warehousing, land and sea

    transportation services.

    These consolidated financial statements have been approved for issue by the Board of Directors

    on 27 August 2009.

    2. Basis of preparation

    The Group prepared financial statements in accordance with the Basic Standard and 38 specific

    standards of Accounting Standards for Business Enterprises issued by Ministry of Finance of the

    PRC on 15 February 2006, Application Guidance of Accounting Standard for Business

    Enterprises, Interpretation of Accounting Standards for Business Enterprises and other

    regulations issued thereafter (hereafter referred to as “the Accounting Standard for Business

    Enterprises”, “China Accounting Standards” or “CAS”).SHENZHEN CHIWAN WHARF HOLDINGS LIMITED

    NOTES TO FINANCIAL STATEMENTS

    FOR THE SIX MONTHS ENDED 30 JUNE 2009

    (All amounts in RMB unless otherwise stated)

    [English translation for reference only]

    - 9 -

    3. Statement of compliance with the Accounting Standards for Business Enterprises

    The consolidated and the Company’s financial statements for the six months ended 30 June

    2009 truly and completely present the financial position as of 30 June 2009 and the operating

    results, cash flows and other information for the six months ended of the Group and Company in

    compliance with the Accounting Standards for Business Enterprises.

    4. Summary of significant accounting policies and accounting estimates

    (1) Accounting period

    The Company’s accounting year starts on 1 January and ends on 31 December.

    (2) Recording currency

    The recording currency is Renminbi (RMB)

    (3) Basis of measurement

    The financial statements have been prepared the historical cost convention, unless otherwise

    stated adopting fair value, net realisable value or present value method.

    (4) Foreign currency translation

    (a) Transactions and balances

    Foreign currency transactions are translated into RMB using the exchange rates prevailing at the

    dates of the transactions.

    At the balance sheet date, monetary items denominated in foreign currency are translated into

    RMB using the spot exchange rate at the balance sheet date. Exchange differences arising from

    these translations are recognised in profit or loss for the current period, except for those

    attributable to foreign currency borrowings that have been taken out specifically for the

    acquisition, construction or production of qualifying assets, which are capitalised as part of the

    cost of those assets. Non-monetary items denominated in foreign currency that are measured in

    terms of historical cost are translated at the balance sheet date using the spot exchange rate at

    the date of the transaction. The effect of exchange rate changes on cash is presented separately

    in the cash flow statement.SHENZHEN CHIWAN WHARF HOLDINGS LIMITED

    NOTES TO FINANCIAL STATEMENTS

    FOR THE SIX MONTHS ENDED 30 JUNE 2009

    (All amounts in RMB unless otherwise stated)

    [English translation for reference only]

    - 10 -

    4 Summary of significant accounting policies and accounting estimates (continued)

    (b) Translation of foreign currency financial statements

    The asset and liability items in the balance sheets for oversea businesses are translated at the

    spot exchange rate on the balance sheet date. Among the owner’s equity items, the items other

    than “undistributed profits” are translated at the spot exchange rate of the transaction date. The

    income and expense items in the income statements of oversea businesses are translated at the

    spot exchange rate of the transaction date. The differences arising from the above translation

    are presented separately in the owner’s equities. The cash flows of oversea businesses are

    translated at the spot exchange rate on the date of the cash flows. The effect of exchange rate

    changes on cash is presented separately in the cash flow statement.

    (5) Cash and cash equivalents

    For the purpose of the cash flow statement, cash comprises cash in hand and deposits held at

    call with bank. Cash equivalents refer to short-term and highly liquid investments that are readily

    convertible to known amounts of cash and which are subject to an insignificant risk of changes in

    value.

    (6) Financial assets

    Financial assets are classified into the following categories at initial recognition: financial assets

    at fair value through profit or loss, loans and receivables, available-for-sale financial assets and

    held-to-maturity investments. The classification of financial assets depends on the Group’s

    intention and ability to hold the financial assets.

    (a) Financial assets at fair value through profit or loss

    Financial assets at fair value through profit or loss include financial assets held for the purpose of

    selling in the short term, which are presented as financial assets held for trading on the balance

    sheet.

    (b) Loans and receivables

    Loans and receivables, including accounts receivable and other receivables, are non-derivative

    financial assets with fixed or determinable payments that are not quoted in an active market

    (Note 4 (7)).

    (c) Available-for-sale financial assets

    Available-for-sale financial assets are non-derivative financial assets that are either designated

    in this category or not classified in any of the other categories at initial recognition.

    Available-for-sale financial assets are included in other current assets in the balance sheet if

    management intends to dispose of them within 12 months of the balance sheet date.SHENZHEN CHIWAN WHARF HOLDINGS LIMITED

    NOTES TO FINANCIAL STATEMENTS

    FOR THE SIX MONTHS ENDED 30 JUNE 2009

    (All amounts in RMB unless otherwise stated)

    [English translation for reference only]

    - 11 -

    4 Summary of significant accounting policies and accounting estimates (continued)

    (6) Financial assets (continued)

    (d) Held-to-maturity investments

    Held-to-maturity investments are non-derivative financial assets with fixed maturity and fixed or

    determinable payments that management has the positive intention and ability to hold to

    maturity. Held-to-maturity investments with maturities less than 12 months of the balance sheet

    date are included in other current assets or current portion of non-current assets on the balance

    sheet.

    (e) Recognition and measurement

    Financial assets are recognised at fair value on the balance sheet when the Group becomes a

    party to the contractual provisions of the financial instrument. In the case of financial assets at

    fair value through profit or loss, the related transaction costs occurred at the time of acquisition

    are recognised in profit or loss for the current period. For other financial assets, transaction costs

    that are attributable to the acquisition of the financial assets are included in their initial

    recognition amounts. Financial assets are derecognised when the contractual rights to receive

    the cash flows from the financial assets have expired, or all substantial risks and rewards of

    ownership of the financial assets have been transferred.

    Financial assets at fair value through profit or loss and available-for-sale financial assets are

    subsequently measured at fair value. Investments in equity instruments are measured at cost

    when they do not have a quoted market price in an active market and whose fair value cannot be

    reliably measured. Receivables and held-to-maturity investments are measured at amortised

    cost using the effective interest method.

    A gain or loss arising from a change in the fair value of financial assets at fair value through profit

    or loss is recognised in profit or loss. Interests and cash dividends received during the period in

    which such financial assets are held, as well as the gains or losses arising from the disposal of

    the assets are recognised in profit or loss for the current period.

    A gain or loss arising from a change in fair value of an available-for-sale financial asset is

    recognised directly in equity, except for impairment losses and foreign exchange gains and

    losses arising from the translation of monetary financial assets. When such financial asset is

    derecognised, the cumulative gain or loss previously recognised in equity is recognised in profit

    or loss for the current period. Interests on available-for-sale investments in debt instruments

    are calculated using the effective interest method during the period in which such investments

    are held and cash dividends declared by the investee on available-for-sale investments in equity

    instruments are recognised as investment income in profit or loss.SHENZHEN CHIWAN WHARF HOLDINGS LIMITED

    NOTES TO FINANCIAL STATEMENTS

    FOR THE SIX MONTHS ENDED 30 JUNE 2009

    (All amounts in RMB unless otherwise stated)

    [English translation for reference only]

    - 12 -

    4 Summary of significant accounting policies and accounting estimates (continued)

    (6) Financial assets (continued)

    (f) Impairment of financial assets

    The Group assesses the carrying amount of a financial asset other than that at fair value through

    profit or loss at each balance sheet date. If there is objective evidence that the financial asset is

    impaired, the Group shall determine the amount of any impairment loss.

    If an impairment loss on a financial asset carried at amortised cost has been incurred, the

    amount of loss is measured as the difference between the asset’s carrying amount and the

    present value of estimated future cash flows (excluding future credit losses that have not been

    incurred). If there is objective evidence that the value of the financial asset recovered and the

    recovery is related objectively to an event occurring after the impairment was recognised, the

    previously recognised impairment loss is reversed and the amount of reversal is recognised in

    profit or loss.

    In the case of a significant or prolonged decline in the fair value of an available-for-sale financial

    asset, the cumulative loss arising from the decline in fair value that had been recognised directly

    in equity is removed from equity and recognised in impairment loss. For an investment in debt

    instrument classified as available-for-sale on which impairment losses have been recognised, if,

    in a subsequent period, its fair value increases and the increase can be objectively related to an

    event occurring after the impairment loss was recognised in profit or loss, the previously

    recognised impairment loss is reversed and recognised in profit or loss for the current period. For

    an investment in an equity instrument classified as available-for-sale on which impairment losses

    have been recognised, if, in a subsequent period, its fair value increases and the increase can

    be objectively related to an event occurring after the impairment loss was recognised in profit or

    loss, the previously recognised impairment loss is reversed and directly recognised in equity.

    If an impairment loss incurred on an investment in an equity instrument not quoted in an active

    market and whose fair value cannot be reliably measured, the amount of loss is measured as the

    difference between the asset’s carrying amount and the present value of estimated future cash

    flows of similar financial assets, capitalized based on the returns ratio of the market at the same

    time. The impairment losses are not allowed to be reversed even if the value is recovered in a

    subsequent period.

    (7) Receivables

    Receivables comprise accounts receivable and other receivables. Accounts receivable arising

    from rendering of services are initially recognised at fair value of the contractual payments from

    the customer. Receivables are presented at amortised cost using the effective interest method

    net of provision for bad debts.SHENZHEN CHIWAN WHARF HOLDINGS LIMITED

    NOTES TO FINANCIAL STATEMENTS

    FOR THE SIX MONTHS ENDED 30 JUNE 2009

    (All amounts in RMB unless otherwise stated)

    [English translation for reference only]

    - 13 -

    4 Summary of significant accounting policies and accounting estimates (continued)

    (7) Receivables (continued)

    Receivables that are individually significant are subject to separate impairment assessment, if

    there is objective evidence that the Group will not be able to collect the full amounts according to

    the original terms, a provision for impairment of the receivable is established at the difference

    between the carrying amount of the receivable and the present value of estimated future cash

    flows.

    Receivables that are not individually significant together with those receivables that have been

    individually evaluated for impairment and found not to be impaired are grouped on the basis of

    similar credit risk characteristics. The impairment losses are determined, considering the current

    conditions, on the basis of historical loss experience for the groups of receivables with the similar

    credit risk characteristics.

    (8) Inventories

    Inventories include spare parts, fuel and low cost consumables, and are presented at the lower

    of cost and net realisable value.

    Inventories are initially recognized at cost. Cost of spare parts and fuel is determined using the

    weighted average method. Low cost consumables are expensed upon issuance.

    Provisions for declines in the value of inventories are determined at the carrying value of the

    inventories net of their net realisable value. Net realisable value is determined based on the

    estimated selling price in the ordinary course of business, less the estimated costs to completion

    and estimated costs necessary to make the sale and relevant taxes.

    The Group adopts the perpetual inventory system.

    (9) Hedging activities

    Hedges are classified as fair value hedges, cash flow hedges, and hedges of net investment in

    an overseas operation. The Group has cash flow hedges in this year. Cash flow hedge refers to

    a hedging of the risk to changes in cash flow. Such changes in cash flow are attributable to a

    particular risk associated with a recognized asset or liability or a highly probable forecast

    transaction and could affect profit or loss.

    The Group documents at the inception of the transaction the relationship between hedging

    instruments and hedged items, as well as its risk management objective and strategy for

    undertaking various hedging transaction. The Group also documents its assessment, both at

    hedge inception and on an ongoing basis, of whether the derivatives that are used in hedging

    transactions are highly effective in offsetting changes in cash flows of hedged items.SHENZHEN CHIWAN WHARF HOLDINGS LIMITED

    NOTES TO FINANCIAL STATEMENTS

    FOR THE SIX MONTHS ENDED 30 JUNE 2009

    (All amounts in RMB unless otherwise stated)

    [English translation for reference only]

    - 14 -

    4 Summary of significant accounting policies and accounting estimates (continued)

    (9) Hedging activities(continued)

    The effective portion of changes in the fair value of derivatives that are designated and qualify as

    cash flow hedges is recognized in equity. The gain or loss relating to the ineffective portion is

    recognised immediately in the income statement within ‘other gains/ (losses) - net’.

    Amounts accumulated in equity are recycled in the income statement in the periods when the

    hedged item affects profit or loss (for example, when the forecast sale that is hedged takes

    place). The gain or loss relating to the ineffective portion is recognized in the income statement

    within ‘other gains/ (losses) - net’.

    When a hedging instrument expires or is sold, or when a hedge no longer meets the criteria for

    hedge accounting, any cumulative gain or loss existing in equity at that time remains in equity

    and is recognised when the forecast transaction is ultimately recognised in the income

    statement. When a forecast transaction is no longer expected to occur, the cumulative gain or

    loss that was reported in equity is immediately transferred to the income statement within other

    ‘gains/(losses) – net’.

    (10) Long-term equity investments

    Long-term equity investments comprise the Company’s equity investments in its subsidiaries, the

    Group’s long-term equity investments in its joint ventures and associates as well as the long-term

    equity investments where the Group does not have control, joint control or significant influence

    over the investees, and which are not quoted in an active market and whose fair value cannot be

    reliably measured.

    (a) Subsidiaries

    Subsidiaries are all investees over which the Company is able to control, i.e. has the power to

    govern the financial and operating policies so as to obtain benefits from their operating activities.

    The existence and effect of potential voting rights (including that derived from the convertible

    bonds and warrants that are currently convertible or exercisable) are considered to determine

    whether the Group has control over the investee. Investments in subsidiaries are measured

    using the cost method in the Company’s financial statements, and adjusted using the equity

    method when preparing the consolidated financial statements.

    Long-term equity investments accounted for using the cost method are measured at the initial

    investment cost. Investment income is recognised in profit or loss for the cash dividends or profit

    declared by the investee. Such recognition is made only to the extent of the distributions

    received from accumulated net profits of the investees arising after the investment was made.

    Cash dividends or distributions received in excess of such profits are regarded as a recovery of

    the initial cost of the investments.SHENZHEN CHIWAN WHARF HOLDINGS LIMITED

    NOTES TO FINANCIAL STATEMENTS

    FOR THE SIX MONTHS ENDED 30 JUNE 2009

    (All amounts in RMB unless otherwise stated)

    [English translation for reference only]

    - 15 -

    4 Summary of significant accounting policies and accounting estimates (continued)

    (10) Long-term equity investments (continued)

    (b) Associates

    Associates are all investees that the Group has significant influence on their financial and

    operating policies.

    Investments in associates are accounted for using the equity method. Where the initial

    investment cost exceeds the Group’s share of the fair value of the investee’s identifiable net

    assets at the time of acquisition, the investment is initially measured at 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 included in profit or loss for the current period

    and the cost of the long-term equity investment is adjusted accordingly.

    When using the equity method of accounting, the Group recognised the investment income

    based on its share of net profit or loss of the investee. The Group discontinues recognising its

    share of net losses of an investee after the carrying amount of the long-term equity investment

    together with any long-term interests that, in substance, form part of the investor’s net

    investment in the investee are reduced to zero. However, if the Group has obligations for

    additional losses and the conditions on recognition of provision are satisfied in accordance with

    the accounting standards on contingencies, the Group continues to recognise the investment

    losses and the provision. For changes in owner’s equity of the investee other than those arising

    from its net profit or loss, the Group record directly in capital surplus its proportion, provided that

    the Group’s proportion of shareholding in the investee remains unchanged. The carrying amount

    of the investment is reduced by the Group’s share of the profit or cash dividends declared by an

    investee. The unrealised profits or losses arising from the intra-group transactions between the

    Group and its investees are eliminated to the extent of the Group’s interest in the investees, on

    the basis of which the investment gain or losses are recognised. The loss on the intra-group

    transaction between the Group and its investees, of which the nature is asset impairment, is

    recognised in full amount, and the relevant unrealised gain or loss is not allowed to be

    eliminated.

    (c) Other long-term equity investments

    Other long-term equity investments where the Group does not have control, joint control or

    significant influence over the investee, and which are not quoted in an active market and whose

    fair value cannot be reliably measured are accounted for using the cost method.SHENZHEN CHIWAN WHARF HOLDINGS LIMITED

    NOTES TO FINANCIAL STATEMENTS

    FOR THE SIX MONTHS ENDED 30 JUNE 2009

    (All amounts in RMB unless otherwise stated)

    [English translation for reference only]

    - 16 -

    4 Summary of significant accounting policies and accounting estimates (continued)

    (11) Investment property

    Investment property, including land use rights that have already been leased out and land use

    rights held for subsequent transfer on capital appreciation and buildings that held for the purpose

    of lease, is measured initially at its actual cost. Subsequent expenditures incurred for an

    investment property is included in the cost of the investment property when it is probable that

    economic benefits associated with the investment property will flow to the Group and its cost can

    be reliably measured, otherwise the expenditure is recognised in profit or loss in the period in

    which they are incurred.

    The Group adopts the cost model for subsequent measurement of the investment property.

    Buildings and land use rights are depreciated or amortised to allocate the costs of these assets

    to their estimated net residual values over their estimated useful lives. The estimated useful

    lives, the estimated net residual values expressed as a percentage of cost and the annual

    depreciation (amortisation) rates of the investment properties are as follows:

    Estimated

    useful lives

    Estimated residual

    value

    Annual depreciation

    (amortisation) rate

    Buildings 24 - 32 years 10% 2.7% to 3.6%

    Land use rights 7 - 37 years - 2.6% to 12.5%

    When an investment property is changed to an owner-occupied property, it is transferred to fixed

    assets or intangible assets at the date of the change. When an owner-occupied property is

    changed to be held to earn rental or for capital appreciation, the fixed asset or intangible asset is

    transferred to investment property at the date of the change at the relevant carrying amount of

    the property.

    The estimated useful life, net residual value of an investment property and the depreciation

    (amortisation) method applied are reviewed, and adjusted as appropriate at each financial

    year-end.

    An investment property is derecognised on disposal or when the investment property is

    permanently withdrawn from use and no future economic benefits are expected from its disposal.

    The amount of proceeds on sale, transfer, retirement or damage of an investment property less

    its carrying amount and related taxes and expenses is recognised in profit or loss for the current

    period.SHENZHEN CHIWAN WHARF HOLDINGS LIMITED

    NOTES TO FINANCIAL STATEMENTS

    FOR THE SIX MONTHS ENDED 30 JUNE 2009

    (All amounts in RMB unless otherwise stated)

    [English translation for reference only]

    - 17 -

    4 Summary of significant accounting policies and accounting estimates (continued)

    (12) Fixed assets

    Fixed assets comprise harbor facilities, warehouses, container yards and buildings, machinery

    and equipment, motor vehicles, cargo ships and tugboats, and other equipments. Fixed assets

    purchased or constructed by the Group are initially measured at cost at the time of acquisition.

    Fixed assets contributed by the State-owned shareholders at the incorporation of a limited

    company are initially recorded at the valuation amount recognized by the State-owned assets

    supervision and administration department.

    Subsequent expenditures incurred for a fixed asset are included in the cost of the fixed asset

    when it is probable that economic benefits associated with the fixed asset will flow to the Group

    and its cost can be reliably measured. The carrying amount of those parts that are replaced is

    derecognized and all other subsequent expenditures are recognised in profit or loss in the period

    in which it is incurred.

    Fixed assets are depreciated using the straight-line method to allocate the cost of the assets to

    their estimated residual values over their estimated useful lives. For the fixed assets being

    provided for impairment loss, the related depreciation charge is prospectively determined based

    upon the adjusted carrying amounts over their remaining useful lives.

    The estimated useful lives, the estimated residual values expressed as a percentage of cost and

    the annual depreciation rates are as follows:

    Estimated

    useful lives

    Estimated

    residual value

    Annual

    depreciation rate

    Harbor facilities 5 - 50 years 10% 1.8%-18%

    warehouses, container yards and buildings 5 - 40 years 10% 2.25%-18%

    machinery and equipments 5 - 15 years 10% 6%-18%

    motor vehicles, cargo ships and tugboats 5 - 20 years 10% 4.5%-18%

    other equipments 5 years 10% 18%

    The estimated useful life, the estimated net residual value of a fixed asset and the depreciation

    method applied to the asset are reviewed, and adjusted as appropriate at least at each financial

    year-end.

    A fixed asset classified as an asset held for sale is presented as other current asset at the lower

    of the carrying amount and the fair value less costs to sell. Any excess of the carrying amount

    over the fair value less the costs to sell is recognised as asset impairment loss.

    A fixed asset is derecognised on disposal or when no future economic benefits are expected

    from its use or disposal. The amount of proceeds on sale, transfer, retirement or damage of a

    fixed asset net of its carrying amount and related taxes and expenses is recognised in profit or

    loss for the current period.SHENZHEN CHIWAN WHARF HOLDINGS LIMITED

    NOTES TO FINANCIAL STATEMENTS

    FOR THE SIX MONTHS ENDED 30 JUNE 2009

    (All amounts in RMB unless otherwise stated)

    [English translation for reference only]

    - 18 -

    4 Summary of significant accounting policies and accounting estimates (continued)

    (13) Construction in progress

    Construction in progress is measured at actual cost. Actual cost comprises construction costs,

    other costs necessary to bring the fixed assets ready for their intended use. Borrowing costs that

    are eligible for capitalization are capitalized before the assets are ready for their intended use.

    Construction in progress is transferred to fixed assets when the assets are ready for their

    intended use, and depreciation begins from the following month.

    (14) Intangible assets

    Intangible assets including land use rights and computer software are measured at actual cost.

    Fixed assets contributed by the State-owned shareholders at the incorporation of a limited

    company are initially recorded at the valuation amount recognized by the State-owned assets

    supervision and administration department.

    (a) Land use rights

    Land use rights are amortised on the straight-line basis over their estimated useful lives of 20 -

    50 years. If the purchase costs of land use rights and attached buildings cannot be reliably

    allocated between the land use rights and buildings, for the purchase costs are recognised as

    fixed assets.

    (b) Computer software

    Computer software is amortised on a straight-line basis over periods of 3 - 5 years.

    (c) Periodical review of useful life and amortisation method

    For an intangible asset with a finite useful life, review and adjustment on useful life and

    amortization method are performed at each year-end.

    (15) Goodwill

    In the acquisition of minority interests of subsidiaries, the difference of the additional cost of

    investment and the Group’s share of the fair value of the identifiable net assets in subsidiaries is

    recognised as goodwill in the Group’s consolidated financial statements. Or goodwill is

    recognised at the excess of the cost of a business combination involving enterprises not under

    common control over the interest in the fair value of the acquirees’ identifiable net assets

    acquired in the business combination as at the acquisition date.SHENZHEN CHIWAN WHARF HOLDINGS LIMITED

    NOTES TO FINANCIAL STATEMENTS

    FOR THE SIX MONTHS ENDED 30 JUNE 2009

    (All amounts in RMB unless otherwise stated)

    [English translation for reference only]

    - 19 -

    4 Summary of significant accounting policies and accounting estimates (continued)

    (16) Long-term prepaid expenses

    Long-term prepaid expenses include the expenditure for improvements to fixed assets under

    operating lease and other prepayments incurred but should be borne by the current and

    subsequent periods and amortised over more than one year. Long-term prepaid expenses are

    amortised on the straight-line basis over the expected beneficial period and are presented at

    cost net of accumulated amortisation.

    (17) Impairment of long-term assets

    Fixed assets, construction in progress, intangible assets with finite useful lives, investment

    properties measured using the cost model and long-term equity investments in subsidiaries, joint

    ventures and associates are tested for impairment if there is any indication that an asset may be

    impaired at the balance date. If the result of the impairment test indicates that the recoverable

    amount of the asset is less than its carrying amount, a provision for impairment and an

    impairment loss are recognised for the amount by which the asset’s carrying amount exceeds its

    recoverable amount. The recoverable amount is the higher of an asset’s fair value less costs to

    sell and the present value of the future cash flows expected to be derived from the asset. A

    provision for asset Impairment is determined and recognised on an individual asset basis. If it is

    not possible to estimate the recoverable amount of an individual asset, the recoverable amount

    of the group of assets to which the asset belongs is determined. A group of assets is the smallest

    group of assets that is able to generate independent cash inflows.

    Separately recognised goodwill is tested at least annually for impairment, irrespective of whether

    there is any indication that the asset may be impaired. During the test, the carrying value of

    goodwill is allocated to the related asset group or groups of asset group which is expected to

    benefit from the synergies of the business combination. If the result of the test indicates that the

    recoverable amount of an asset group or groups of asset group including the goodwill allocated

    is lower than its carrying amount, the corresponding impairment loss is recognized. The

    impairment loss is first deducted from the carrying amount of goodwill allocated to the asset

    group or groups of asset group, and then deducted from the carrying amount of the remaining

    assets of the asset group or groups of asset group pro rata with goodwill.

    Once the asset impairment loss mentioned above is recognised, it is not allowed to be reversed

    for the value recovered in the subsequent periods.SHENZHEN CHIWAN WHARF HOLDINGS LIMITED

    NOTES TO FINANCIAL STATEMENTS

    FOR THE SIX MONTHS ENDED 30 JUNE 2009

    (All amounts in RMB unless otherwise stated)

    [English translation for reference only]

    - 20 -

    4 Summary of significant accounting policies and accounting estimates (continued)

    (18) Borrowing costs

    The borrowing costs that are directly attributable to the acquisition and construction of a fixed

    asset that needs a substantially long period of time of acquisition and construction for its

    intended use commence to be capitalised and recorded as part of the cost of the asset when

    expenditures for the asset and borrowing costs have been incurred, and the activities relating to

    the acquisition and construction that are necessary to prepare the asset for its intended use have

    commenced. The capitalisation of borrowing costs ceases when the asset under acquisition or

    construction becomes ready for its intended use, the borrowing costs incurred thereafter are

    recognised in profit or loss for the current period. Capitalisation of borrowing costs is suspended

    during periods in which the acquisition or construction of a fixed asset is interrupted abnormally

    and the interruption lasts for more than 3 months, until the acquisition or construction is resumed.

    (19) Borrowings

    Borrowings are recognised initially at fair value, net of transaction costs incurred, and

    subsequently stated at amortised cots using the effective interest method. Borrowings of which

    the period is within one year (one year included) are classified as the short-term borrowings, and

    the others are classified as long-term borrowings.

    (20) Employee benefits

    Employee benefits mainly include wages or salaries, bonuses, allowances and subsidies, staff

    welfare, social security contributions, housing funds, labour union funds, employee education

    funds and other expenditures incurred in exchange for service rendered by employees.

    Employee benefits are recognised as a liability in the accounting period in which an employee

    has rendered service, and as costs of assets or expenses to whichever the employee service is

    attributable.

    The Group has established a pension scheme for employees which is a defined contribution

    plan. The Group pays contributions at 5.5% to 6% of employees’ salary into the plan. The Group

    has no further obligations once the contributions have been paid. The contributions are

    recognised as employee benefit expense when they are due. The pension assets are hold by a

    trustee and are managed separately from the Group’s assets.SHENZHEN CHIWAN WHARF HOLDINGS LIMITED

    NOTES TO FINANCIAL STATEMENTS

    FOR THE SIX MONTHS ENDED 30 JUNE 2009

    (All amounts in RMB unless otherwise stated)

    [English translation for reference only]

    - 21 -

    4 Summary of significant accounting policies and accounting estimates (continued)

    (21) Deferred tax assets and deferred tax liabilities

    Deferred tax assets and deferred tax liabilities are calculated and recognised based on the

    differences arising between the tax base of assets and liabilities and their carrying amount

    (temporary differences). Deferred tax asset is recognized for the deductible losses that can be

    carried forward to subsequent years for deduction of the taxable profit in in accordance with the

    tax law. No deferred tax liability is recognised for a temporary difference arising from the initial

    recognition of goodwill. No deferred tax asset or deferred tax liability is recognized for the

    temporary differences resulting from the initial recognition of assets or liabilities due to a

    transaction other than a business combination, which affects neither accounting profit nor

    taxable profit (or deductible loss) At the balance sheet date, deferred tax assets and deferred tax

    liabilities are measured at the tax rates that are expected to apply to the period when the asset is

    realised or the liability is settled.

    Deferred tax assets are only recognised for deductible temporary differences, deductible losses

    and tax credits to the extent that it is probable that taxable profit will be available in the future

    against which the deductible temporary differences, deductible losses and tax credits can be

    utilised.

    Deferred tax liabilities are recognised for temporary differences arising from investments in

    subsidiaries and associates, except where the Group is able to control the timing of the reversal

    of the temporary difference, and it is probable that the temporary difference will not reverse in the

    foreseeable future. When it is probable that the temporary differences arising from investments

    in subsidiaries and associates will be reversed in the foreseeable future and that the taxable

    profit will be available in the future against which the temporary differences can be utilized, the

    corresponding deferred tax assets are recognized.

    Deferred tax assets and liabilities are offset when:

    ?The deferred taxes are relate to the same taxable entity and same taxation authority, and;

    ?That taxable entity has a legally enforceable right to offset current tax assets against

    current tax liabilities.SHENZHEN CHIWAN WHARF HOLDINGS LIMITED

    NOTES TO FINANCIAL STATEMENTS

    FOR THE SIX MONTHS ENDED 30 JUNE 2009

    (All amounts in RMB unless otherwise stated)

    [English translation for reference only]

    - 22 -

    4 Summary of significant accounting policies and accounting estimates (continued)

    (22) Revenue recognition

    The amount of revenue is determined in accordance with the fair value of the consideration

    received or receivable for services in the ordinary course of the Group’s activities. Revenue is

    shown net of value-added tax, rebates, discounts and returns.

    Revenue is recognised when the economic benefits associated with the transaction will flow to

    the Group, the relevant revenue can be reliably measured and specific revenue recognition

    criteria have been met for each of the Group’s activities as described below.

    (a) Rendering of services

    The Group provides loading/unloading, transportation, logistic agency and other related harbor

    services to external customers. Revenue arising from provision of services is recognised when

    services are completed and the amount of revenue and cost can be reliably measured.

    (b) Transfer of asset use rights

    Interest income is recognised on a time-proportion basis using the effective interest method.

    Lease income from an operating lease is recognised on a straight-line basis over the period of

    the lease.

    (23) Deferred revenue

    Deferred revenue is the advance from customers which should be amortised on a straight-line

    basis over the expected beneficial period of 20 years and presented at cost net of accumulated

    amortization.

    (24) Leases

    A finance lease is a lease that transfers substantially all the risks and rewards incidental to

    ownership of an asset. An operating lease is a lease other than a finance lease.

    Lease payments under an operating lease are recognised on a straight-line basis over the period

    of the lease, and are either capitalized as part of the cost of related assets, or charged as an

    expense for the current period.

    (25) Profit distribution

    Proposed profit distribution is recognised as a liability in the period in which it is approved by the

    shareholders’ meeting.SHENZHEN CHIWAN WHARF HOLDINGS LIMITED

    NOTES TO FINANCIAL STATEMENTS

    FOR THE SIX MONTHS ENDED 30 JUNE 2009

    (All amounts in RMB unless otherwise stated)

    [English translation for reference only]

    - 23 -

    4 Summary of significant accounting policies and accounting estimates (continued)

    (26) Preparation of consolidated financial statements

    The consolidated financial statements comprise the financial statements of the Company and its

    subsidiaries.

    Subsidiaries are fully consolidated from the date on which the Group obtains control and are

    de-consolidated from the date that such control ceases. For a subsidiary acquired in a business

    combination involving enterprises under common control, it is included in the consolidated

    financial statements from the date when it, together with the Company, came under common

    control of the ultimate controlling party. The portion of the net profits realized before the

    combination date is presented separately in the consolidated income statement.

    The financial statements of subsidiaries are adjusted in accordance with the accounting policies

    and accounting period of the Company during the preparation of the consolidated financial

    statements, where the accounting policies and the accounting periods are inconsistent between

    the Company and subsidiaries. For subsidiaries acquired from a business combination involving

    enterprises not under common control, the individual financial statements of the subsidiaries are

    adjusted based on the fair value of the identifiable net assets at the acquisition date.

    All significant inter-group balances, transactions and unrealised profits are eliminated in the

    consolidated financial statements. The portion of a subsidiary’s equity and the portion of a

    subsidiary’s net profits and losses for the period not held by the Company are recognized as

    minority interests and presented separately in the consolidated balance sheet within equity and

    net profits respectively.

    (27) Segment reporting

    The Group shall, on the basis of internal organizational structure, management requirement and

    internal report system, recognize business segment, after that, confirm reporting segment

    according to the business segment and disclose segment information.

    Business segment refers to integral part in the Group that simultaneously meets the conditions

    as follows: (1) such integral part may produce revenue and incur expense in the day-to-day

    activities; (2) the management team of the Group may evaluate operating results of such integral

    part periodically for the purpose of deciding resource allocation to it and evaluating its

    performance; (3) the Group may obtain accounting information such as financial status,

    operating results and cash flow of the integral part. If two or several business segments have

    similar economic features and meet certain conditions, the Group shall consolidate them into a

    single business segment.SHENZHEN CHIWAN WHARF HOLDINGS LIMITED

    NOTES TO FINANCIAL STATEMENTS

    FOR THE SIX MONTHS ENDED 30 JUNE 2009

    (All amounts in RMB unless otherwise stated)

    [English translation for reference only]

    - 24 -

    4 Summary of significant accounting policies and accounting estimates (continued)

    (28) Determination of fair value of financial instruments

    The fair value of a financial instrument that is traded in an active market is determined at the

    quoted price in the active market. The fair value of a financial instrument for which the market is

    not active is determined by using a valuation technique. Valuation techniques include using

    recent market transactions between knowledgeable, willing parties, reference to the current fair

    value of another instrument that is substantially the same with this instrument, and discounted

    cash flow analysis. When a valuation technique is used to establish the fair value of a financial

    instrument, use market data as much as possible and avoid use of data that is particularly

    related to the Group.

    Critical accounting estimates and judgments

    The Group continually evaluates the critical accounting estimates and key judgements applied

    based on historical experience and other factors, including expectations of future events that are

    believed to be reasonable under the circumstances.

    Except those prescribed in (note 8 (10)), the Group has no critical accounting estimates and key

    assumptions that have a significant risk of causing a material adjustment to the carrying amounts

    of assets and liabilities within the next financial year.

    5 impact of the changes in accounting policies

    Segment report

    The Group showed segment information by business segment and geographic segment before 1

    Jan. 2009, taking the former as the primary reporting format, as well as the latter as the

    secondary reporting format respectively.

    The Group, in accordance with relevant provisions concerning the enterprise improving segment

    information in the Interpretation No. 3 of Accounting Standard for Business Enterprise

    promulgated by the Ministry of Finance on 11 Jun. 2009, no longer differentiated between the

    business segment and geographic segment and disclosed the segment information by the

    primary report and the secondary report since 1 Jan. 2009, but rather shall recognize reporting

    segment on the basis of business segment (such business segment shall be determined in the

    light of internal organizational structure, management requirement, internal report system) and

    publish segment information.

    The segment report information for the first half of the year 2008 has been restated according to

    the above-mentioned requirements. The change of such policy has littler influence on the

    segment report of the Company, it just adjustment of format.SHENZHEN CHIWAN WHARF HOLDINGS LIMITED

    NOTES TO FINANCIAL STATEMENTS

    FOR THE SIX MONTHS ENDED 30 JUNE 2009

    (All amounts in RMB unless otherwise stated)

    [English translation for reference only]

    - 25 -

    6 Taxation

    The types and rates of taxes applicable to the Group during the current year are set out below:

    Type Tax rate Taxable basis

    Enterprise income tax 16.5%、20% and

    25%

    Taxable income

    Value added tax (“VAT”) 17% and 6% Taxable value added amount (Tax payable is

    calculated using the taxable sales amount

    multiplied by the effective tax rate less

    deductible VAT input of current period)

    Business tax 3% Taxable loading/unloading and transportation

    income

    5% Taxable warehousing , logistic agency and

    rental income

    On 16 March 2007, the National People’s Congress approved the Corporate Income Tax

    (“CIT”)Law of the People’s Republic of China (the “new CIT Law”), which is effective from 1

    January 2008.

    The applicable enterprise income tax rate for the Company and the subsidiaries located in

    Shenzhen Special Economic Zone had been 18%. Under the new CIT Law, the CIT income tax

    rate applicable to the Company and these subsidiaries will increase gradually to 25% within 5

    years from 2008 to 2012. The applicable income tax rate for 2009 is 20%.

    The applicable enterprise income tax rate for the subsidiaries located in Dongguan city is 25%.

    Chiwan Wharf Holdings (H.K.) Limited (the “WHK”) and Chiwan Shipping (H.K.) Company

    Limited are subject to Hong Kong CIT income tax rate at 16.5% (2008: 16.5%).

    As at 31 December 2008, several subsidiaries of the Company are still in the tax holiday of “5

    year exemption and 5 year half reduction”. The details are set out below:

    (a) The profit derived from berth #11 of Chiwan Container Terminal Company Limited (“CCT”) is

    entitled to full exemption from income tax for five years commencing from its first profit making

    year and a 50% exemption for the following five years. 2009 is the ninth profit-making year of

    berth #11, CIT has been provided at a rate of 10% (2008: 9%)SHENZHEN CHIWAN WHARF HOLDINGS LIMITED

    NOTES TO FINANCIAL STATEMENTS

    FOR THE SIX MONTHS ENDED 30 JUNE 2009

    (All amounts in RMB unless otherwise stated)

    [English translation for reference only]

    - 26 -

    6 Taxation (continued)

    (b) The profit derived from berth #12 of CCT is entitled to full exemption from income tax for five

    years commencing from its first profit making year and a 50% exemption for the following five

    years. 2009 is the sixth profit-making year of berth #12, CIT has been provided at rate for 10%

    (2008: Nil).

    (c) The profit derived from berth #13 of CCT is entitled to full exemption from income tax for five

    years commencing from its first profit making year and a 50% exemption for the following five

    years when certain requirement met. 2009 is the fifth profit-making year of berth #13, but is the

    second year for it to meet the requirement of related tax circular, no enterprise income tax has

    been provided (2008: Nil).

    7 Subsidiaries

    (Ⅰ) Subsidiaries of the Company consolidated for June 30 ,2009

    (1) Subsidiaries of the Company acquired under common control:

    Name of subsidiaries

    Place of

    registration

    Registered capital (in ten

    thousand Yuan unless

    otherwise stated)

    Nature of business

    and principal activities

    % interest held by the

    Company

    Direct Indirect

    Shenzhen Chiwan Harbour

    Container Company Limited

    Shenzhen,

    PRC

    10,820 Container handling

    and other port

    services

    60% 40%

    Shenzhen Chiwan Transportation

    Company Limited

    Shenzhen,

    PRC

    1500 container

    transportation, vehicle

    and port machinery

    maintenance

    75% 25%

    Chiwan Container Terminal

    Company Limited

    Shenzhen,

    PRC

    USD95,300K Container handling

    and other port

    services

    51% 4%

    Shenzhen Chiwan Shipping and

    Transportation Company

    Limited

    Shenzhen,

    PRC

    600 Cargo shipping 60% 40%

    Chiwan Shipping (H.K.) Company

    Limited

    Hong

    Kong, PRC

    HKD800K Shipping agency

    service

    - 100%

    The percentage of voting power held by the Group in each subsidiary is same with the

    percentage of interest.

    All above subsidiaries and the Company had been under common control by Nanshan Group

    before and after the acquisition.SHENZHEN CHIWAN WHARF HOLDINGS LIMITED

    NOTES TO FINANCIAL STATEMENTS

    FOR THE SIX MONTHS ENDED 30 JUNE 2009

    (All amounts in RMB unless otherwise stated)

    [English translation for reference only]

    - 27 -

    7 Subsidiaries (continued)

    (Ⅰ) Subsidiaries of the Company consolidated for June 30 ,2009 (continued)

    (2) Subsidiaries of the Company rather than acquired under common control:

    Name of subsidiaries

    Place of

    registration

    Registered

    capital (in ten

    thousand Yuan

    unless otherwise

    stated)

    Nature of business

    and principal activities

    % interest held by the

    Company

    Direct Indirect

    Shenzhen Chiwan International

    Freight Agency Company

    Limited

    Shenzhen,

    PRC

    500 Shipping agency

    service

    100% -

    Shenzhen Chiwan Terminal

    Company Limited

    Shenzhen,

    PRC

    5,000 Port services 95% 5%

    Shenzhen Chiwan Trains-Grains

    Terminal Company Limited

    Shenzhen,

    PRC

    4,500 Warehousing of

    grains

    75% 25%

    Chiwan Wharf Holdings (H.K.)

    Limited

    Hong

    Kong SAR,

    PRC

    HKD1,000K Shipping agency

    service

    100% -

    Dongguan Chiwan Wharf Compan

    Limited

    Dongguan,

    PRC

    26,130 Port services,

    warehousing and

    other logistic services

    25% 75%

    Dongguan Chiwan Terminal

    Company Limited (a)

    Dongguan,

    PRC

    30,000 Port services,

    warehousing and

    other logistic services

    25% 75%

    Grossalan Investments Limited British

    Virgin

    Islands

    USD 1 Investment holding - 100%

    The percentage of voting power held by the Group in each subsidiary is same with the

    percentage of interest.

    All above subsidiaries are consolidated by the Group.

    (a) In March 2008, as approved by Dongguan Bureau of Foreign Trade & Economic Cooperation

    with document DWJMZ(2008)714, Dongguan Chiwan Terminal Company Limited (the “DGCHT”)

    was established in Dongguan city by the Company and WHK, with registered capital of RMB

    300,000,000. As at 31 December 2008, the paid-in capital was RMB 90,000,000 which has been

    verified by a CPA firm and the remaining capital is to be paid in next two years according to the

    Articles of Association of DGCHT.SHENZHEN CHIWAN WHARF HOLDINGS LIMITED

    NOTES TO FINANCIAL STATEMENTS

    FOR THE SIX MONTHS ENDED 30 JUNE 2009

    (All amounts in RMB unless otherwise stated)

    [English translation for reference only]

    - 28 -

    7 Subsidiaries (continued)

    (Ⅱ) Subsidiaries of the Company unconsolidated for June 30 ,2009 (continued)

    Name of subsidiaries

    Place of

    registration

    Registered

    capital (in ten

    thousand Yuan

    unless

    otherwise

    stated)

    Nature of business

    and principal activities

    % interest held by the

    Company

    Direct Indirect

    Shenzhen Chiwan Oriental

    Logistics Company

    Limited(a)

    Shenzhen,

    PRC

    1,000 Warehousing, cargo

    transportation and

    delivering

    50% 50%

    (a) On 5 June 2009, The Company transferred all equities of Shenzhen Chiwan Oriental Logistics

    Co., Ltd. to CND (Group) Co., Ltd. (Note8(42)(d)&Note14).

    8 Notes to the consolidated financial statements

    (1) Cash at bank and at hand

    30 June 2009 31 December 2008

    Cash on hand 33,900 17,859

    Cash at bank 592,725,383 640,303,328

    Other cash balances 1,446,172 1,154,723

    594,205,455 641,475,910

    The foreign currency portfolio in cash and bank balances is as follows:

    30 June 2009 31 December 2008

    Original

    currency

    Exchange

    rate

    RMB

    equivalent

    Original

    currency

    Exchange

    rate

    RMB

    equivalent

    USD 1,659,868 6.83 11,336,898 3,065,767 6.83 20,939,189

    HKD 138,796,597 0.88 122,141,005 132,860,322 0.88 116,917,083

    133,477,903 137,856,272

    (2) Notes receivable

    30 June 2009 31 December 2008

    Bank acceptance notes - 7,846,264SHENZHEN CHIWAN WHARF HOLDINGS LIMITED

    NOTES TO FINANCIAL STATEMENTS

    FOR THE SIX MONTHS ENDED 30 JUNE 2009

    (All amounts in RMB unless otherwise stated)

    [English translation for reference only]

    - 29 -

    8 Notes to the consolidated financial statements (continued)

    (3) Accounts receivable and other receivables

    (a) Accounts receivable

    31 December 2008 30 June 2009

    Accounts receivable 148,452,206 203,019,022

    Current year

    additions

    Current year

    reversals

    Less: provision for bad debts (2,776,326) - 651,536 (2,124,790)

    145,675,880 200,894,232

    The ageing of accounts receivable and related provisions for bad debts are analysed below:

    30 June 2009 31 December 2008

    Amount

    % of total

    balance

    Provision for

    bad debts Amount

    % of total

    balance

    Provision for

    bad debts

    Within 1 year 200,777,135 98.8% - 148,077,829 99.7% (2,519,048)

    1 to 2 years 2,064,084 1.0% (2,064,084) 288,525 0.2% (205,767)

    2 to 3 years 91,951 0.1% (9,195) - - -

    Over 3 year 85,852 0.1% (51,511) 85,852 0.1% (51,511)

    203,019,022 100% (2,124,790) 148,452,206 100% (2,776,326)

    Accounts receivable are analysed by customer’s categories as follows:

    30 June 2009 31 December 2008

    Amount

    % of total

    balance

    Provision

    for bad

    debts

    % of

    balance Amount

    % of total

    balance

    Provision

    for bad

    debts

    % of

    balance

    Receivables that

    are individually

    significant 139,855,378 68.9% - - 94,253,056 63.5% - -

    Others 63,163,644 31.1% (2,124,790) 3.4% 54,199,150 36.5% (2,776,326) 5.1%

    203,019,022 100% (2,124,790) 1.0% 148,452,206 100% (2,776,326) 1.9%

    The management classified the five largest accounts receivable as “receivables that are

    individually significant”. All these accounts receivable are aged within one year and the

    management is of view that no provision should be made for these balances.SHENZHEN CHIWAN WHARF HOLDINGS LIMITED

    NOTES TO FINANCIAL STATEMENTS

    FOR THE SIX MONTHS ENDED 30 JUNE 2009

    (All amounts in RMB unless otherwise stated)

    [English translation for reference only]

    - 30 -

    8 Notes to the consolidated financial statements (continued)

    (3) Accounts receivable and other receivables (continued)

    (a) Accounts receivable (continued)

    As at 30 June 2009, amounts of RMB 2,064,084 due by a shipping company was included in

    accounts aged in one to two years. That shipping company was in dormant and involved in

    several litigations. Its bank accounts have also been controlled. The management considered

    the recoverability of such accounts receivable is remote and therefore 100% provision for bad

    debt was provided for them

    As At 30 June 2009, no balances included in above accounts receivable are due from the

    shareholders of the Company who hold over 5% shares with voting rights (31 December

    2008:Nil).

    As at 30 June 2009, the Group’s five largest accounts receivable balances all aged within one

    year and their aggregate amount was RMB 139,855,378 (31 December 2008: RMB 94,253,056),

    being 69% (31 December 2008: 64%) of the total accounts receivable balances.

    The following balances are denominated in foreign currencies:

    30 June 2009 31 December 2008

    Original currency

    Exchange

    rate RMB equivalent Original currency

    Exchange

    rate RMB equivalent

    USD 278,765 6.83 1,903,965 306,945 6.83 2,096,434

    HKD 1,326,387 0.88 1,167,221 1,795,127 0.88 1,579,712

    3,071,186 3,676,146

    (b) Other receivables

    31 December 2008 30 June 2009

    Amount due from third parties 7,424,116 10,955,045

    Staff advances 2,493,218 1,909,009

    Deposits 2,240,832 2,285,832

    Others 59,921 -

    12,218,087 15,149,886

    Current year

    additions

    Current year

    reversals

    Less: Provision for bad debts (2,037,388) - - (2,037,388)

    10,180,699 13,112,498SHENZHEN CHIWAN WHARF HOLDINGS LIMITED

    NOTES TO FINANCIAL STATEMENTS

    FOR THE SIX MONTHS ENDED 30 JUNE 2009

    (All amounts in RMB unless otherwise stated)

    [English translation for reference only]

    - 31 -

    8 Notes to the consolidated financial statements (continued)

    (3) Accounts receivable and other receivables (continued)

    (b) Other receivables (continued)

    The aging of other receivable and the related bad debts provision are analysed below:

    30 June 2009 31 December 2008

    Amount

    % of total

    balance

    Provision for

    bad debts Amount

    % of total

    balance

    Provision for

    bad debts

    Within 1 year 12,494,289 82.5% - 8,053,015 65.9% -

    1 to 2 years 116,939 0.8% (7,585) 1,667,423 13.6% (15,190)

    2 to 3 years 507,453 3.3% (137,023) 874,741 7.2% (567,368)

    Over 3 years 2,031,205 13.4% (1,892,780) 1,622,908 13.3% (1,454,830)

    15,149,886 100% (2,037,388) 12,218,087 100% (2,037,388)

    Other receivables are analysed by customer’s categories as follows:

    30 June 2009 31 December 2008

    Amount

    % of total

    balance

    Provision for

    bad debts

    % of

    balance Amount

    % of total

    balance

    Provision for

    bad debts

    % of

    balance

    Receivables that are

    individually significant 6,120,246 40.4% (1,551,780) 25.4% 4,935,668 40.4% (1,177,838) 23.9%

    Others 9,029,640 59.6% (485,608) 5.4% 7,282,419 59.6% (859,550) 11.8%

    15,149,886 100% (2,037,388) 13.4% 12,218,087 100% (2,037,388) 16.7%

    The management classified the five largest other receivables as “receivables that are individually

    significant”.

    As at 30 June 2009, the Group did not have any balances which were due from parties holding

    having 5% or above shares in the Company (31 December 2008: Nil).

    As at 30 June 2009, the Group’s five largest other receivable balances were all aged within one

    year, and their aggregate amount was RMB 6,120,246 (31 December 2008: RMB 4,935,668),

    being 40% (31 December 2008: 40%) of the total accounts receivable balances.SHENZHEN CHIWAN WHARF HOLDINGS LIMITED

    NOTES TO FINANCIAL STATEMENTS

    FOR THE SIX MONTHS ENDED 30 JUNE 2009

    (All amounts in RMB unless otherwise stated)

    [English translation for reference only]

    - 32 -

    8 Notes to the consolidated financial statements (continued)

    (3) Accounts receivable and other receivables (continued)

    (b) Other receivables (continued)

    The following balances are denominated in foreign currencies:

    30 June 2009 31 December 2008

    Original currency

    Exchange

    rate RMB equivalent

    Original

    currency

    Exchange

    rate RMB equivalent

    USD - 6.83 - 13,616 6.83 92,997

    HKD 267,956 0.88 235,801 77,476 0.88 68,179

    235,801 161,176

    (4) Advance to suppliers

    30 June 2009 31 December 2008

    Aging Amount

    % of total

    balance Amount

    % of total

    balance

    Within 1 year 13,287,117 100% 10,336,323 100%

    As at 30 June 2009, the Group did not have any balances which were due to parties having 5%

    or above shareholdings in the Company (31 December 2008: Nil).

    No balances of advance to suppliers were denominated in foreign currencies (31 December

    2008: Nil).

    (5) Inventories

    30 June 2009 31 December 2008

    Cost -

    Spare parts 29,087,933 28,730,787

    Fuel 1,158,881 1,759,915

    Low cost consumables 64,505 73,669

    30,311,319 30,564,371

    Less: Provision for declines in the value of inventories -

    Spare parts (2,756,073) (2,756,073)

    27,555,246 27,808,298SHENZHEN CHIWAN WHARF HOLDINGS LIMITED

    NOTES TO FINANCIAL STATEMENTS

    FOR THE SIX MONTHS ENDED 30 JUNE 2009

    (All amounts in RMB unless otherwise stated)

    [English translation for reference only]

    - 33 -

    8 Notes to the consolidated financial statements (continued)

    (6) Available-for-sale financial assets

    31 December

    2008

    Current year fair

    value movement

    30 June 2009

    Available-for-sale equity instruments 5,440,000 910,000 6,350,000

    Available-for-sale financial asset represented 1,000,000 PRC legal person shares of Jiangsu

    Expressway (the “Jiangsu Expressway”) held by the Company. For the six months ended 30

    June 2009, the market value of the stocks in Shanghai Stock Exchange increased RMB910,000.

    (7) Long term receivables

    31 December

    2008

    Effect of foreign

    exchange rate

    30 June 2009

    Media Port Investments Limited 184,039,141 - 184,039,141

    On 30 September 2002, China Merchants Holdings (International) Company Limited (the

    “CMHI”, a listed company in Hong Kong) and Shenzhen South Oil (Group) Company Limited (the

    “SSOG”) entered into an agreement called the “Agreement on Cooperation and Development of

    Mawan Port” (the “Development Agreement”) to incorporate three joint ventures to construct and

    operate the berth 0#, 5#, 6#, 7# and 8# in Mawan Port.

    According to the Development Agreement, CMHI and the Group will incorporate an associated

    company (Note 8 (8)) Media Port Investments Limited (the “MPIL”) first with equal percentage of

    equity held respectively. MPIL then incorporates the abovementioned three joint ventures

    together with SSOG, at 60% and 40% equity interest therein respectively. The total investment

    by the shareholders in these three Mawan joint ventures amounts to RMB 1,200,000,000.

    In 2003, according to the arrangement under the Development Agreement, WHK, a subsidiary of

    the Company, provided an interest free shareholder’s loan of HKD 169,815,000 to MPIL, and

    MPIL then injected the amount to the three Mawan companies as their paid-in capital. In 2006,

    the interest free shareholder’s loan was increased by HKD 39,320,388 and the increment was

    paid to the three companies by MPIL as paid-in capital. As at 30 June 2009, the RMB equivalent

    of the shareholder’s loan amounted to RMB 184,039,141 (2008: RMB 184,039,141). The above

    long-term receivable is part of the substantial investment to associates and the exchange

    differences arising in current year was recorded in “Equity – Translation differences of foreign

    currency financial statements”.SHENZHEN CHIWAN WHARF HOLDINGS LIMITED

    NOTES TO FINANCIAL STATEMENTS

    FOR THE SIX MONTHS ENDED 30 JUNE 2009

    (All amounts in RMB unless otherwise stated)

    [English translation for reference only]

    - 34 -

    8 Notes to the consolidated financial statements (continued)

    (7) Long term receivables(continued)

    The total investments by exceeding these three companies over their paid-in capital have been

    financed by bank loans. As at 30 June 2009, the total paid-in capital of these three Mawan

    companies was RMB 735,000,000.

    The shareholder’s loans to MPIL are unsecured, interest-free and have no fixed term of

    repayment. The Group has confirmed that it will not call for repayment of the loans within one

    year from balance sheet date.

    (8) Long-term equity investments

    30 June 2009 31 December 2008

    Associates (a) 290,862,933 268,934,883

    Other long-term equity investments (b) 17,037,500 17,037,500

    307,900,433 285,972,383

    Less: Provision for impairment of

    long-term equity investments (c) (3,128,300) (3,128,300)

    304,772,133 282,844,083

    As at 30 June 2009, the long-term equity investments of the Group were not subject to restriction

    on disposal or remittance of return on investments.

    (a) Associates

    Investment in associates is set out below:

    Original

    investment

    cost

    31 December

    2008

    Additional

    investment in

    current year

    Share of

    profit of

    associates

    Cash

    dividends by

    associates

    30 June 2009

    Shenzhen Cyber-harbour

    Network Co., Ltd 1,875,000 13,374,530 - 1,485,854 (3,750,000) 11,110,384

    China Merchants Maritime

    & Logistics (Shenzhen)

    Ltd. 160,000,000 141,532,247 - (4,634,076) - 136,898,171

    MPIL* 139,932 114,028,106 - 28,826,272 - 142,854,378

    162,014,932 268,934,883 - 25,678,050 (3,750,000) 290,862,933SHENZHEN CHIWAN WHARF HOLDINGS LIMITED

    NOTES TO FINANCIAL STATEMENTS

    FOR THE SIX MONTHS ENDED 30 JUNE 2009

    (All amounts in RMB unless otherwise stated)

    [English translation for reference only]

    - 35 -

    8 Notes to the consolidated financial statements (continued)

    (8) Long-term equity investments (continued)

    (a) Associate(continued)

    * The Company held 50% equity in MPIL, but has no conjunct right of control. Thus MPIL was

    treated as an associate of the Company. As stated in Note 8(7), the Company held 30% equity

    of the three Mawan Companies through MPIL.

    The particular of the associates are set out as below:

    30 June 2009 For the six months wnded 30 June 2009

    Place of registration

    Nature of

    business

    Registered

    capital

    interest

    held

    voting right

    held Total assets Total liabilities Revenue Net profit/(loss)

    Shenzhen

    Cyber-harbour

    Network Co., Ltd Shenzhen,PRC

    Computer net

    services

    RMB

    5 million 37.5% 37.5% 36,697,915 8,063,539 18,802,940 3,962,277

    China Merchants

    Maritime &

    Logistics

    (Shenzhen) Ltd. Shenzhen, PRC Warehousing

    RMB 400

    million 40% 40% 1,244,211,419 901,965,990 47,654,356 (11,585,189)

    MPIL British Virgin Islands Investing USD 10 50% 50% HKD481,122,666 HKD418,318,899 - HKD(1,297)

    All above summary financial information of associates are extracted from their management

    accounts. The Group has applied the accounting policy of the Group to the results of the

    associates in equity accounting of the share of results of the associates.

    (b) Other long-term equity investment

    Name of investees 31 December 2008 & 30 June 2009

    China Ocean Shipping Agency (Shenzhen) Company Limited 13,510,000

    Shenzhen Petro-chemical Industry (Group) Company Limited. 3,500,000

    Guangdong Guang Jian Group Company Limited 27,500

    17,037,500

    (c) Provision for impairment of long-term equity investments

    31 December 2008 Movement in current year 30 June 2009

    Other long-term equity investment

    -Shenzhen Petro-chemical Industry (Group) Company

    Limited (3,117,800) - (3,117,800)

    -Guangdong Guang Jian Group Company Limited (10,500) - (10,500)

    (3,128,300) - (3,128,300)SHENZHEN CHIWAN WHARF HOLDINGS LIMITED

    NOTES TO FINANCIAL STATEMENTS

    FOR THE SIX MONTHS ENDED 30 JUNE 2009

    (All amounts in RMB unless otherwise stated)

    [English translation for reference only]

    - 36 -

    8 Notes to the consolidated financial statements (continued)

    (9) Investment property

    Buildings Land use rights Total

    Cost

    31 December 2008 12,793,313 31,508,965 44,302,278

    Current year additions - - -

    30 June 2009 12,793,313 31,508,965 44,302,278

    Accumulative depreciation/

    amortisation

    31 December 2008 3,435,814 11,817,511 15,253,325

    Current year depreciation 136,891 306,883 443,774

    30 June 2009 3,572,705 12,124,394 15,697,099

    Net book value

    30 June 2009 9,220,608 19,384,571 28,605,179

    31 December 2008 9,357,499 19,691,454 29,048,953

    (10) Fixed assets

    Harbor facilities

    warehouses,

    container yards

    and buildings

    machinery and

    equipments

    motor vehicles,

    cargo ships

    and tugboats

    other

    equipments Total

    Cost

    31 December 2008 944,565,567 498,768,353 1,744,760,891 313,065,308 79,442,299 3,580,602,418

    Transfer from construction in

    progress - 2,629,814 168,540 - - 2,798,354

    Other current year additions 703,400 - 6,446,000 2,423,203 197,213 9,769,816

    Current year disposals - (772,507) (2,356,911) (11,955,334) (1,144,096) (16,228,848)

    30 June 2009 945,268,967 500,625,660 1,749,018,520 303,533,177 78,495,416 3,576,941,740

    Accumulated depreciation

    31 December 2008 187,128,128 159,000,382 732,726,072 127,091,756 51,922,004 1,257,868,342

    Current year depreciation 8,572,815 9,793,838 49,204,255 13,033,161 6,230,791 86,834,860

    Current year disposals - (471,292) (1,994,903) (10,762,012) (773,580) (14,001,787)

    30 June 2009 195,700,943 168,322,928 779,935,424 129,362,905 57,379,215 1,330,701,415

    Provision for impairment loss

    31 December 2008

    And 30 June 2009 (a) - 60,695,381 - 157,335 - 60,852,716

    Net book value

    30 June 2009 749,568,024 271,607,351 969,083,096 174,012,937 21,116,201 2,185,387,609

    31 December 2008 757,437,439 279,072,590 1,012,034,819 185,816,217 27,520,295 2,261,881,360SHENZHEN CHIWAN WHARF HOLDINGS LIMITED

    NOTES TO FINANCIAL STATEMENTS

    FOR THE SIX MONTHS ENDED 30 JUNE 2009

    (All amounts in RMB unless otherwise stated)

    [English translation for reference only]

    - 37 -

    8 Notes to the consolidated financial statements (continued)

    (10) Fixed assets (continued)

    (a) In 2007, the Group planned to relocate part of the general cargo business and facilities to

    Dongguan Machong Port, and made certain impairment provision of certain demolition for

    related warehouses, container yards and buildings accordingly. As at 30 June 2009, the

    management of the Group considered that impairment provision against the fixed assets were

    sufficient.

    As at 30 June 2009, buildings, machinery and equipment with a net book value of approximately

    RMB 2,771,898 (Cost: RMB 32,831,967) were idle.

    At 30 June 2009, the buildings and equipments with carrying amounts of approximately RMB

    45,302,811 and cost of RMB 453,028,110 were fully depreciated but still in use (31 December

    2008: carrying amounts: RMB 35,399,058; cost: RMB 353,990,575).

    As at 30 June 2009, ownership certificates of buildings (“Buildings ownership Certificates”) for

    certain buildings of the Group with carrying amounts of approximately RMB 28,272,299 (cost:

    RMB 53,604,354) had not yet been obtained by the Group because the official certificates of

    the lands on which these buildings located had not been obtained (Note 8(12)).

    For the six months ended 30 June 2009, depreciation expenses of RMB 81,960,395

    (Jan.-Jun.2008: RMB 85,697,359) and RMB 4,874,465 (Jan.-Jun.2008: RMB 5,207,660) were

    charged to cost of revenue and general and administrative expenses, respectively.SHENZHEN CHIWAN WHARF HOLDINGS LIMITED

    NOTES TO FINANCIAL STATEMENTS

    FOR THE SIX MONTHS ENDED 30 JUNE 2009

    (All amounts in RMB unless otherwise stated)

    [English translation for reference only]

    - 38 -

    8 Notes to the consolidated financial statements (continued)

    (11) Construction in progress

    Name of projects Budget

    31 December

    2008

    Current year

    additions

    Transfer to fixed

    assets during the

    current year

    Other

    reduction 30 June 2009 Sources of fund

    Percentage of

    completion

    Land formation and dredging projects for

    berth 2# - 3# at Machong Port 204,758,600 167,229,133 12,694,518 179,923,651 Self Funding 87.9%

    Berth 2# and 3#, Machong Port 448,793,200 104,334,331 22,826,821 127,161,152 Loan 28.3%

    Converting diesel-powered RTG engines

    into electric ones 67,000,000 101,888 23,366,260 23,468,148 Self Funding 35.0%

    MQ2535/4025 RTGs 61,500,000 13,500,000 6,687,000 20,187,000 Self Funding 32.8%

    Berth 4# - 5#, Machong Port 10,580,000 3,613,592 - 3,613,592 Self Funding 34.2%

    Center for handling documents 3,120,349 1,472,394 1,157,420 (2,629,814) - Self Funding -

    Others - 11,096,726 918,453 (168,540) 11,846,639 Self Funding -

    301,348,064 67,650,472 (2,798,354) 366,200,182

    Borrowing costs for the related construction for berth 2# - 5# at Machong Port of RMB 346,478 were capitalized during the year at an average interest

    rate of 4.78% (2008: 5.02% - 6.72%).SHENZHEN CHIWAN WHARF HOLDINGS LIMITED

    NOTES TO FINANCIAL STATEMENTS

    FOR THE SIX MONTHS ENDED 30 JUNE 2009

    (All amounts in RMB unless otherwise stated)

    [English translation for reference only]

    - 39 -

    8 Notes to the consolidated financial statements (continued)

    (12) Intangible assets

    Original cost

    31 December

    2008

    Current year

    additions

    Current year

    reductions

    Current year

    amortization 30 June 2009

    Accumulative

    amortization

    Land use rights – prepaid

    under lease (a) 1,419,159,549 1,054,401,763 - - (17,595,069) 1,036,806,694 (382,352,855)

    Land use rights– purchased 53,044,889 18,666,177 33,701,700 - (685,240) 51,682,637 (1,362,252)

    Computer software 18,595,657 2,043,128 307,000 - (418,111) 1,932,017 (16,663,640)

    1,490,800,095 1,075,111,068 34,008,700 - (18,698,420) 1,090,421,348 (400,378,747)

    As at 30 June 2009, there was no need to make any impairment provision against the intangible assets of the Group.SHENZHEN CHIWAN WHARF HOLDINGS LIMITED

    NOTES TO FINANCIAL STATEMENTS

    FOR THE SIX MONTHS ENDED 30 JUNE 2009

    (All amounts in RMB unless otherwise stated)

    [English translation for reference only]

    - 40 -

    8 Notes to the consolidated financial statements (continued)

    (12) Intangible assets (continued)

    The land use rights of the Group were mainly composed of:

    (a) Group has leased from Nanshan Group several plots of land with a total area of 752,699 sq.

    meters within Chiwan port for a lease term of 20 - 50 years with up-front payments of RMB

    684,453,783 made. The lands were injected by Shenzhen Investment Holding Corporation in 1982

    as part of the consideration in acquiring the equity interests of Nanshan Group. As the PRC laws

    prevailing at that time did not provide for a mechanism for the issuance of official certificates of the

    land use rights, Nanshan Group has not obtained the land use right certificates of the leased land

    so far.

    In June 2003 and September 2004, CCT entered into a land use agreement with Nanshan Group

    and leased two plots of land, one with an area of 117,827.2 square meters for 40.5 years and the

    other with an area of 171,089.478 square meters for 39 years, at the consideration of RMB

    271,002,558 and RMB 444,832,643 respectively. Also no official certificates for such lands were

    obtained by Nanshan Group.

    Nanshan Group issued irrevocable and unconditional letters of indemnity to the Group in March

    2001, June 2003 and September 2004, undertaking to indemnify the Group against any losses

    arising from or in connection with the leased land use rights.

    The directors of the Company therefore considered there was no impairment risk nor any

    contingent liabilities related to the above assets.SHENZHEN CHIWAN WHARF HOLDINGS LIMITED

    NOTES TO FINANCIAL STATEMENTS

    FOR THE SIX MONTHS ENDED 30 JUNE 2009

    (All amounts in RMB unless otherwise stated)

    [English translation for reference only]

    - 41 -

    8 Notes to the consolidated financial statements (continued)

    (13) Goodwill

    31 December 2008 &

    30 June 2009

    CCT 10,858,898

    The goodwill arose from the acquisition of the minority interests in CCT, being the difference of the

    additional cost of investment and the Group’s share of the fair value of the identifiable net assets in

    CCT.

    Goodwill is tested for impairment annually. As at 30 June 2009, the recoverable amount of the

    asset group with goodwill was higher than its carrying value, the Group therefore assessed that

    there was no need for any impairment against the goodwill.

    (14) Long-term prepaid expenses

    30 June 2009 31 December 2008

    Construction expenditure of Tonggu sea-route (a) 61,793,143 62,715,428

    Improvement to fixed assets under operating leases 2,888,769 2,938,364

    Qianhai yard 2,696,791 -

    Golf membership 576,529 700,164

    Building decoration 178,355 365,675

    Others 613,333 905,660

    68,746,920 67,625,291SHENZHEN CHIWAN WHARF HOLDINGS LIMITED

    NOTES TO FINANCIAL STATEMENTS

    FOR THE SIX MONTHS ENDED 30 JUNE 2009

    (All amounts in RMB unless otherwise stated)

    [English translation for reference only]

    - 42 -

    8 Notes to the consolidated financial statements (continued)

    (14) Long-term prepaid expenses(continued)

    (a) In 2007, the Shenzhen municipal government commenced the construction work of the public sea

    route connecting Tonggu sea route, Shekou port area, Chiwan port area, Mawan prot area,

    Qianhaiwan port area and Dachanwan port area (“Tonggu Sea Route”). As required by a decision

    by the government, 60% of construction expenditure would be allocated to the port operators while

    the remaing 40% born by the government. The port operators in Western Shenzhen port areas

    were allocated 35% of the total expenditure, and subsequently agreed the portion to each operator,

    taking into accounts of the factors including the function, waterfront length, berthing ship of each

    porter etc. The total expenditure of RMB 64,560,000 were allocated to the Group and accounted

    for as Long term prepaid expenses, being amortized on a straight line basis over 35 years which is

    the expected useful live of Tonggu Sea Route starting from 2008 when the Tonggu Sea Route was

    ready for use.

    (15) Long-term prepayment

    In March 2006, the Company entered into the agreement of “Frame contract for cooperation on

    usage of quay and land for berth 2# & 5# at Machong Port in Dongguan” with Dongguan Humen

    Port Administration Commission to purchase a land with an area of 800,000 square meters and

    area of water with depth of 700 meters from the front of terminal, together with the use right of

    1,200 meters coast line, for berth 2# to berth 5# in Dongguan Machong Port at a consideration of

    RMB 260,000,000. Up to 30 June 2009, the Company has paid the first three instalments of the

    consideration. As parts of land and water area have not been made available for use by the

    Company, the relevant payments were therefore recognized as Long-term prepayment.

    (16) Provision for impairment of assets

    31 December Current year reduction

    2008

    Current year

    addition Reverse Utilized

    30 June 2009

    Bad debt provisions (Note 8(3)) 4,813,714 - (651,536) - 4,162,178

    Provision for declines in the value

    of inventories (Note 8(5)) 2,756,073 - -

    - 2,756,073

    Provision for impairment of

    long-term equity investments

    (Note 8(8)) 3,128,300 - -

    - 3,128,300

    Provision for impairment of fixed

    assets (Note 8(10)) 60,852,716 - -

    - 60,852,716

    71,550,803 - (651,536) - 70,899,267SHENZHEN CHIWAN WHARF HOLDINGS LIMITED

    NOTES TO FINANCIAL STATEMENTS

    FOR THE SIX MONTHS ENDED 30 JUNE 2009

    (All amounts in RMB unless otherwise stated)

    [English translation for reference only]

    - 43 -

    8 Notes to the consolidated financial statements (continued)

    (17) Short-term borrowings

    30 June 2009 31 December 2008

    Bank loans - unsecured 627,440,000 829,840,000

    The weighted average interest rate of the short-term borrowings in 2009 was 2.55% per annum

    (2008: 4.27%). The currency of listed load is all Hong Kong dollar .As at 30 June 2009, the

    balance of short-term bank loan was HKD 713,000,000.

    (18) Notes payable

    30 June 2009 31 December 2008

    Bank acceptance notes 2,610,870 8,681,000

    (19) Accounts payable

    As at 30 June 2009, except for the amount due to Nanshan Group (Note 10(4)), the Group did not

    have any other balances which were due to parties having 5% or above shareholdings in the

    Company.

    As at 30 June 2009, accounts payable with aging over 1 year amounting to RMB5,876,559 (31

    December 2008: RMB3,761,241) were mainly payable for construction and project management

    services. As the related construction projects have not been completed yet, the accounts have not

    been settled.

    The following balances are denominated in foreign currency:

    30 June 2009 31 December 2008

    Original

    currency

    Exchange

    rate

    RMB

    equivalent

    Original

    currency

    Exchange

    rate

    RMB

    equivalent

    USD 263,264 6.83 1,798,093 262,624 6.83 1,793,722

    HKD 669,902 0.88 589,514 91,365 0.88 80,401

    2,387,607 1,874,123

    (20) Advances from customers

    As at 30 June 2009, the advances from customers all aged within 1 year, and the Group did not

    have any balances which were due to parties having 5% or above shareholdings in the Company.SHENZHEN CHIWAN WHARF HOLDINGS LIMITED

    NOTES TO FINANCIAL STATEMENTS

    FOR THE SIX MONTHS ENDED 30 JUNE 2009

    (All amounts in RMB unless otherwise stated)

    [English translation for reference only]

    - 44 -

    8 Notes to the consolidated financial statements (continued)

    (21) Employee benefits payable

    31 December

    2008

    Current year

    additions

    Current year

    reductions 30 June 2009

    Wages and salaries, bonuses, allowances

    and subsidies 33,232,452 52,701,279 (69,794,755) 16,138,976

    Staff welfare - 3,613,315 (3,613,315) -

    Social security contributions 23 8,529,589 (8,526,061) 3,551

    Defined contribution plan 1,940 3,439,470 (3,372,208) 69,202

    Housing funds - 5,662,755 (5,662,755) -

    Labor union and employee education funds 6,046,994 2,950,455 (1,465,328) 7,532,121

    Others 5,350 - (5,350) -

    39,286,759 76,896,863 (92,439,772) 23,743,850

    On 3 June 2008, the Group participated a group defined contribution plan of Nanshan Group

    approved by Shenzhen government. The above pension contributions were paid into the plan

    through Nanshan Group.

    (22) Dividends payable

    30 June 2009 31 December 2008

    International Enterprise Co., Ltd. 145,878,767 150,758,786

    Hidoney Developments Co., Ltd. 110,672,662 120,607,029

    Public A share 47,032,700 -

    Public B share 89,947,715 -

    NanShan Group 185,401,450 -

    578,933,294 271,365,815

    As at 30 June 2009, the balances were payable to the minority shareholders of CCT, one of

    subsidiary of the companies and the company, being dividends declare for 2008.

    (23) Taxes payable

    30 June 2009 31 December 2008

    Enterprise income tax payable 13,042,621 19,652,512

    Withholding tax payable - 3,356,435

    Value-added-tax payable 91,183 205,464

    Business tax payable 2,614,893 3,640,655

    Others 1,320,589 1,030,365

    17,069,286 27,885,431SHENZHEN CHIWAN WHARF HOLDINGS LIMITED

    NOTES TO FINANCIAL STATEMENTS

    FOR THE SIX MONTHS ENDED 30 JUNE 2009

    (All amounts in RMB unless otherwise stated)

    [English translation for reference only]

    - 45 -

    8 Notes to the consolidated financial statements (continued)

    (24) Other payables

    30 June 2009 31 December 2008

    Refunds of Harbor Construction Fee (a) 60,253,349 47,489,659

    Security expense payable

    11,736,039 11,491,195

    Relocation compensation for subway (b)

    10,442,469 10,616,709

    Temporary receipts 4,021,988 9,272,222

    Temporary receipts of fixed assets

    disposal - 7,670,000

    Deposits received 3,597,536 2,682,085

    Payable for security system - 2,424,860

    Audit fee payable - 1,650,000

    Rental payable 2,216,667 1,490,000

    Due to employees 3,739,679 1,469,110

    Service fees 218,789 392,432

    Due to Nanshan Group (Note10(4)) 351 7,215

    Others 13,494,964 7,980,333

    109,721,831 104,635,820

    (a) The amount was refunds of Port Construction Fee received by the Company and CCT from

    Shenzhen Communication Bureau. According to the related circular “Port construction fee

    supervising method“ issued by the Ministry of Finance, the use of the refunds should be controlled

    strictly and separately for port facility construction.

    (b) The amount was unutilised compensation awarded by Shenzhen Nanshan District government

    through Nanshan Group pursuant to document SNDTCZ[2008]008# for stacking yards relocation

    due to municipal railway construction. The balances will be used to offset the expenses occurred in

    the future stacking yards relocation.

    As at 30 June 2009, except for the amount due to Nanshan Group, the Group did not have any

    other payables which were due to parties having 5% or above shareholdings in the Company.

    As at 30 June 2009, other payables with aging over 1 year is Nill (2008: RMB 2,424,860).

    The following balances are dominated in foreign currency:

    30 June 2009 31 December 2008

    Original

    currency

    Exchange

    rate RMB equivalent

    Original

    currency

    Exchange

    rate RMB equivalent

    USD 107,836 6.83 736,520 25,835 6.83 176,453

    HKD 694,851 0.88 611,469 197,270 0.88 173,598

    1,347,989 350,051SHENZHEN CHIWAN WHARF HOLDINGS LIMITED

    NOTES TO FINANCIAL STATEMENTS

    FOR THE SIX MONTHS ENDED 30 JUNE 2009

    (All amounts in RMB unless otherwise stated)

    [English translation for reference only]

    - 46 -

    8 Notes to the consolidated financial statements (continued)

    (25) Deferred revenue

    31 December 2008

    - the portion of current liabilities 4,951,750

    - the portion of non-current liabilities 69,737,144

    74,688,894

    Current year reduction (2,475,875)

    Less: the portion of current liabilities (4,951,750)

    30 June 2009 67,261,269

    Residual useful years 14-15 years

    Deferred revenue is amortised on a straight-line basis over the expected beneficial period of 20

    years and is presented at cost net of accumulated amortisation.

    (26) Long-term borrowings

    30 June 2009 31 December 2008

    Bank borrowings(a) - unsecured 404,800,000 404,800,000

    Others (Note 10(3)) - -

    404,800,000 404,800,000

    Less: current portion of long-term

    borrowings

    - -

    404,800,000 404,800,000

    Long-term borrowings are analysed by banks as follows:

    30 June 2009 31 December 2008

    Nanyang Commercial Bank 404,800,000 404,800,000

    404,800,000 404,800,000

    Long-term borrowings are repayable as follows:

    30 June 2009 31 December 2008

    Within 1 year

    - -

    1 to 2 years

    404,800,000 404,800,000

    404,800,000 404,800,000SHENZHEN CHIWAN WHARF HOLDINGS LIMITED

    NOTES TO FINANCIAL STATEMENTS

    FOR THE SIX MONTHS ENDED 30 JUNE 2009

    (All amounts in RMB unless otherwise stated)

    [English translation for reference only]

    - 47 -

    8 Notes to the consolidated financial statements (continued)

    (26) Long-term borrowing(continued)

    The weighted average interest rate of the long-term borrowings in 2009 was 2.03% per annum.

    (2008: 4.99%)

    (a) Bank borrowings - unsecured

    As at the 30 June 2009 included, the balance of bank borrowings was HKD460,000,000 from

    Nanyang Commercial bank, and was repayable within 2 years. Bank borrowing HKD230,000,000

    by Chiwan Wharf Holding (H.K.) Limited was secured by a standby letter of credit of HKD

    230,000,000 issuer by China Minsheng Bank Corp. Ltd.; on the application by the Company was

    guaranted 55% of bank borrowing of HKD 80,000,000 (HKD 44,000,000) obtained by CCT was

    guaranted by the Company.

    (b) Undrawn committed borrowing facilities

    The Group has the following undrawn committed borrowing facilities as at 30 June 2009:

    Expiring within 1 year 3,249,390,000

    Expiring in 1 to 2 years 850,000,000

    Expiring in 2 to 3 years 573,600,000

    Expiring more than 3 years -

    4,672,990,000

    As most of the bank borrowings as at 30 June 2009 were repayable within the next 12 months, the

    Group had net current liabilities of RMB569,031,553. The directors of the Company are confident

    that the Group can roll over the current borrowings and has sufficient bank borrowing facilities and

    other financial resources to repay bank borrowings when they fall due. Therefore, the financial

    statements of the Group are prepared on going concern basis.

    (27) Deferred tax assets and deferred tax liabilities

    (a) Deferred tax assets

    30 June 2009 31 December 2008

    Deferred tax assets

    Deductible temporary

    difference Deferred tax assets

    Deductible

    temporary difference

    Provision for asset

    impairment 15,011,383 65,509,095 15,011,383 65,509,095

    Annual bonus and long-term

    bonus for motivation 3,213,108 20,019,857 5,679,957 32,354,102

    Depreciation of fixed assets 8,343,784 34,700,933 8,343,784 34,700,933

    Compensation for Pingnan

    railway 2,605,302 13,026,510 3,473,736 17,368,682

    Others 624,546 3,122,730 471,245 2,356,225

    29,798,123 136,379,125 32,980,105 152,289,037SHENZHEN CHIWAN WHARF HOLDINGS LIMITED

    NOTES TO FINANCIAL STATEMENTS

    FOR THE SIX MONTHS ENDED 30 JUNE 2009

    (All amounts in RMB unless otherwise stated)

    [English translation for reference only]

    - 48 -

    8 Notes to the consolidated financial statements (continued)

    (27) Deferred tax assets and deferred tax liabilities(continued)

    (b) Deferred tax liabilities

    30 June 2009 31 December 2008

    Deferred tax

    liabilities

    Taxable temporary

    difference

    Deferred tax

    liabilities

    Taxable temporary

    difference

    Change in fair value of

    available for sale financial

    instruments 1,046,000 5,230,000 864,000 4,320,000

    1,046,000 5,230,000 864,000 4,320,000

    (28) Share capital

    31 December 2008

    Current year

    addition

    Current year

    reduction 30 June 2009

    Shares with restriction on

    disposal:

    State and PRC legal person

    shares (Note 1) 324,316,070 - (324,316,070) -

    Shares held by senior

    management 292,842 - - 292,842

    Including: PRC public

    shares 78,495 - - 78,495

    Including: Domestically

    listed foreign shares 214,347 - - 214,347

    Total of shares with

    restriction on disposals 324,608,912 - (324,316,070) 292,842

    Shares without restriction on

    disposals:

    PRC public shares 140,473,735 324,316,070 - 464,789,805

    Domestically listed foreign

    shares 179,681,083 - - 179,681,083

    Total of shares without

    restriction on disposals 320,154,818 324,316,070 - 644,470,888

    Total 644,763,730 324,316,070 (324,316,070) 644,763,730SHENZHEN CHIWAN WHARF HOLDINGS LIMITED

    NOTES TO FINANCIAL STATEMENTS

    FOR THE SIX MONTHS ENDED 30 JUNE 2009

    (All amounts in RMB unless otherwise stated)

    [English translation for reference only]

    - 49 -

    8 Notes to the consolidated financial statements (continued)

    (28) Share capital(continued)

    31 December 2007

    Current year

    addition

    Current year

    reduction 31 December 2008

    Shares with restriction on

    disposal:

    State and PRC legal person

    shares (Note 1) 347,559,485 - (23,243,415) 324,316,070

    Shares held by senior

    management 178,217 133,169 (18,544) 292,842

    Including: PRC public

    shares 97,039 - (18,544) 78,495

    Including: Domestically

    listed foreign shares 81,178 133,169 - 214,347

    Total of shares with

    restriction on disposals 347,737,702 133,169 (23,261,959) 324,608,912

    Shares without restriction on

    disposals:

    PRC public shares 117,211,776 23,261,959 - 140,473,735

    Domestically listed foreign

    shares 179,814,252 - (133,169) 179,681,083

    Total of shares without

    restriction on disposals 297,026,028 23,261,959 (133,169) 320,154,818

    Total 644,763,730 23,395,128 (23,395,128) 644,763,730SHENZHEN CHIWAN WHARF HOLDINGS LIMITED

    NOTES TO FINANCIAL STATEMENTS

    FOR THE SIX MONTHS ENDED 30 JUNE 2009

    (All amounts in RMB unless otherwise stated)

    [English translation for reference only]

    - 50 -

    8 Notes to the consolidated financial statements (continued)

    (29) Capital surplus

    31 December 2008

    Current year

    addition

    Current year

    reduction 30 June 2009

    Capital premium 142,786,083 - - 142,786,083

    Other capital surplus

    Change in fair value of

    available-for-sale financial assets

    -Total (Note 8(7)) 4,320,000 910,000 - 5,230,000

    -Deferred tax liabilities(Note

    8(27)) (864,000) -

    (182,000)

    (1,046,000)

    Change in fair value of hedging

    instrument of CCT (a)

    -Total - - - -

    -Deferred tax liabilities - - - -

    Transfer from the balance of capital

    surplus recognised under previous

    accounting system (b) (2,781,133) -

    -

    (2,781,133)

    Others 709,605 - - 709,605

    144,170,555 910,000 (182,000) 144,895,555

    31 December 2007

    Current year

    addition

    Current year

    reduction 31 December 2008

    Capital premium 142,786,083 - - 142,786,083

    Other capital surplus

    Change in fair value of

    available-for-sale financial assets

    -Total (Note 8(7)) 9,400,000 - (5,080,000) 4,320,000

    -Deferred tax liabilities(Note

    8(27)) (1,692,000) -

    828,000

    (864,000)

    Change in fair value of hedging

    instrument of CCT (a)

    -Total 21,702,541 - (21,702,541) -

    -Deferred tax liabilities (1,514,837) - 1,514,837 -

    Transfer from the balance of capital

    surplus recognised under previous

    accounting system (b) (2,781,133) -

    -

    (2,781,133)

    Others 676,556 - 33,049 709,605

    168,577,210 - (24,406,655) 144,170,555SHENZHEN CHIWAN WHARF HOLDINGS LIMITED

    NOTES TO FINANCIAL STATEMENTS

    FOR THE SIX MONTHS ENDED 30 JUNE 2009

    (All amounts in RMB unless otherwise stated)

    [English translation for reference only]

    - 51 -

    8 Notes to the consolidated financial statements (continued)

    (29) Capital surplus (continued)

    (a) The fair value change of the hedge instrument of CCT (Note 8(6)) and the deferred tax liabilities

    (Note 8(27)) were recognized in capital surplus by the Group in the proportion of 55%, the

    proportion of equity interest in CCT held by the Group.

    (b) Balances of capital surplus recognized under previous accounting system mainly include:

    - During 2003 to 2005, the Group provided shareholder’s loan of RMB 100,000,000 to Mawan

    companies. According to related circular CK(2001)64 regarding accounting treatment of sales

    of assets between related parties issued by the Ministry of Finance, that part of interest

    received that exceeded the market interest rate of RMB 7,124,745 was recorded in capital

    surplus.

    - On 1 January 2006, CCT changed its recording currency from Hong Kong dollar to Renminbi

    yuan. According to the relevant PRC regulations, the exchange differences arising from

    translation of foreign capital and other equity accounts are recorded in capital surplus. The

    Group debited the portion of CCT’s capital and other equity accounts of RMB 10,086,842,

    calculated based on the proportion of equity interest the Group held in CCT, to capital surplus.

    (30) Surplus reserve

    31 December 2008

    Current year

    additions

    Current year

    reductions

    30 June 2009

    Statutory surplus reserve 355,134,736 - - 355,134,736

    Discretionary surplus reserve - - - -

    355,134,736 - - 355,134,736

    31 December 2007

    Current year

    additions

    Current year

    reductions

    31 December 2008

    Statutory surplus reserve 394,710,655 142,010,813 (181,586,732) 355,134,736

    Discretionary surplus reserve 699,406,238 - (699,406,238) -

    1,094,116,893 142,010,813 (880,992,970) 355,134,736SHENZHEN CHIWAN WHARF HOLDINGS LIMITED

    NOTES TO FINANCIAL STATEMENTS

    FOR THE SIX MONTHS ENDED 30 JUNE 2009

    (All amounts in RMB unless otherwise stated)

    [English translation for reference only]

    - 52 -

    8 Notes to the consolidated financial statements (continued)

    (30) Surplus reserve(continued)

    In accordance with the Company Law and the Company’s Articles of Association, the Company

    should appropriate 10% of net profit for the year to the statutory surplus reserve, the Company can

    cease appropriation when the statutory surplus reserve accumulated to more than 50% of the paid

    in capital. The statutory surplus reserve can be used to make up for the loss or increase the paid in

    capital after approval.

    The Company appropriates discretionary surplus reserve after shareholders’ meeting approves

    the Board of Director’s proposal. The discretionary surplus reserve can be used to make up for the

    loss or increase the paid in capital after approval.

    Pursuant to a resolution of the Board of Directors meeting dated 8 April 2008 and the approval of

    the shareholders’ meeting dated at 29 May 2008, the Company utilized surplus reserve as at 31

    December 2006, including discretionary surplus reserve of RMB 699,406,238 and statutory

    surplus reserve of RMB 181,586,732 to offset the deficit of RMB 880,992,970 of the Company

    after the retrospective adjustments of the first-time adoption of CAS. Meanwhile, the hareholders’

    meeting resolved to approve the Board of Directors’ proposal to appropriate 10% of the net profit

    RMB 97,107,200 for the year ended 31 December 2007 to the statutory surplus reserve and no

    appropriation to discretionary surplus reserve for the year ended 31 December 2007. The

    appropriations have been recorded in the financial statements for the year ended 31 December

    2008, the year when the shareholders’ meeting approved the proposal.

    According to a resolution of the Board of Directors meeting dated 9 April 2009, the Company

    appropriated 10% of net profit for the year 2008 to the statutory surplus reserve with an amount of

    RMB 44,903,613 and appropriate no discretionary surplus reserve.

    (31) Profit distribution

    In accordance with a resolution at the Board of Directors meeting dated 9 April 2009, the Board of

    Directors proposed dividend of RMB 5.00 for each 10 shares of the issued shares as at 31

    December 2008 which was 644,763,730 in total, with an aggregated amount of RMB 322,381,865.

    The proposed dividend is yet to be approved by the annual general meeting of the shareholders,

    and has been recorded as liability in this set of financial statements.SHENZHEN CHIWAN WHARF HOLDINGS LIMITED

    NOTES TO FINANCIAL STATEMENTS

    FOR THE SIX MONTHS ENDED 30 JUNE 2009

    (All amounts in RMB unless otherwise stated)

    [English translation for reference only]

    - 53 -

    8 Notes to the consolidated financial statements (continued)

    (32) Minority Interests

    Minority Interests attributing to minority interests:

    30 June 2009 31 December 2008

    International Enterprise Co., Ltd. 365,964,045 317,996,128

    Hidoney Developments Co., Ltd. 292,771,236 254,396,902

    658,735,281 572,393,030

    International Enterprise Co., Ltd and Hidoney Developments Co., Ltd hold 25% and 20% equity in

    CCT, respectively.

    (33) Revenue and cost of sales

    Jan.-Jun.2009 Jan.-Jun.2008

    Revenue from main operations 690,973,171 945,887,500

    Revenue from other operations 23,384,969 30,092,951

    714,358,140 975,980,451

    Jan-Jun.2009 Jan-Jun.2008

    Cost of main operations 336,432,750 377,690,454

    Cost of other operations 5,271,433 6,239,394

    341,704,183 383,929,848

    (a) Revenue and cost from main operations:

    Jan.-Jun.2009 Jan.-Jun.2008

    Revenue Cost Revenue Cost

    Loading and unloading services 612,395,512 288,238,773 867,119,336 339,810,353

    Transportation service 96,006,908 68,224,145 102,025,720 64,570,359

    Agency and others services 2,600,919 - 3,432,702 -

    Elimination (20,030,168) (20,030,168) (26,690,258) (26,690,258)

    690,973,171 336,432,750 945,887,500 377,690,454

    The service income from the top 5 customers with aggregate amount of RMB 447,313,484

    (Jan-Jun.2008: RMB 585,027,090) accounted for 64.7% (Jan-Jun.2008: 61.8%) of the Group’s

    total revenue from main operation in Jan-Jun.2009.SHENZHEN CHIWAN WHARF HOLDINGS LIMITED

    NOTES TO FINANCIAL STATEMENTS

    FOR THE SIX MONTHS ENDED 30 JUNE 2009

    (All amounts in RMB unless otherwise stated)

    [English translation for reference only]

    - 54 -

    8 Notes to the consolidated financial statements (continued)

    (33) Revenue and cost of sales(continued)

    (b) Other revenue and cost

    Jan.-Jun.2009 Jan.-Jun.2008

    Revenue Cost Revenue Cost

    Other logistic services in port 3,493,280 808,553 7,996,030 1,224,653

    Lease income 7,256,445 1,554,909 7,789,517 1,459,418

    Security fee 4,760,147 - 5,955,696 -

    Deferred revenue 2,475,875 2,646,250

    Agency fee 2,168,896 936,041 2,328,894 1,101,974

    Containers management fee 985,300 - 1,382,500 -

    Sales of material 430,636 - 727,659 -

    Parking lot income 377,499 708,521 473,285 843,145

    Documentation fee 258,789 - 358,484 -

    Others 1,178,102 1,263,409 434,636 1,610,204

    23,384,969 5,271,433 30,092,951 6,239,394

    (34) Tax and surcharges

    Jan.-Jun.2009 Jan.-Jun.2008

    Business tax 24,394,461 33,066,387

    City maintenance and construction tax 263,312 282,530

    Educational surcharge 38,552 38,113

    Others 170,292 337,976

    24,866,617 33,725,006

    (35) Finance expenses – net

    Jan.-Jun.2009 Jan.-Jun.2008

    Interest expenses -Interests on borrowings 12,700,809 26,023,286

    Less: interest income (3,319,655) (4,513,891)

    Exchange gains 680,905 (6,479,585)

    - Exchange gains from operating

    activities

    680,905 (1,219,085)

    - Exchange gains from hedging

    activities

    - (5,260,500)

    Others 476,729 35,638

    10,538,788 15,065,448SHENZHEN CHIWAN WHARF HOLDINGS LIMITED

    NOTES TO FINANCIAL STATEMENTS

    FOR THE SIX MONTHS ENDED 30 JUNE 2009

    (All amounts in RMB unless otherwise stated)

    [English translation for reference only]

    - 55 -

    8 Notes to the consolidated financial statements (continued)

    (36) Impairment losses

    Jan.-Jun.2009 Jan.-Jun.2008

    Impairment losses for bad debts (651,536) -

    Impairment losses on fixed asset - -

    Impairment losses on long-term investment - -

    (651,536) -

    (37) Investment income

    Jan.-Jun.2009 Jan.-Jun.2008

    Income from available-for-sale financial assets - -

    Share of profit of investees under equity method

    of accounting (Note 8 (8(a))) 25,678,050 51,566,710

    Profit/cash dividends declared by investees

    under cost method of accounting 7,270,550 -

    income from sales of subsidiary (1,741,108) -

    31,207,492 51,566,710

    (38) Non-operating income and expenses

    (a) Non-operating income

    Jan.-Jun.2009 Jan.-Jun.2008

    Gain on disposal of intangible assets - -

    Gain on disposal of fixed assets 6,702,553 429,978

    Others 1,133,730 63,940

    7,836,283 493,918

    (b) Non-operating expenses

    Jan.-Jun.2009 Jan.-Jun.2008

    Loss on disposal/scrapping of fixed assets 97,859 758,148

    Donation 61,000 820,800

    Penalty expenses 28,850 1,800

    Others 162,714 29,747

    350,423 1,610,495SHENZHEN CHIWAN WHARF HOLDINGS LIMITED

    NOTES TO FINANCIAL STATEMENTS

    FOR THE SIX MONTHS ENDED 30 JUNE 2009

    (All amounts in RMB unless otherwise stated)

    [English translation for reference only]

    - 56 -

    8 Notes to the consolidated financial statements (continued)

    (39) Income tax expenses

    Jan.-Jun.2009 Jan.-Jun.2008

    Current income tax 33,061,710 41,747,937

    Deferred income tax 3,181,983 3,155,229

    36,243,693 44,903,166

    The reconciliation from income tax calculated based on applicable tax rate and total profit

    presented in the consolidated financial statements to the income tax expenses is as follows:

    Jan.-Jun.2009 Jan.-Jun.2008

    Profit before income tax 327,514,639 528,450,776

    Income tax calculated at the applicable tax

    rate of 20% (2008: 18%) 65,502,928 95,121,140

    Effect of different tax rate in other tax

    jurisdictions (9,524) (2,048)

    Tax losses of subsidiaries for which no

    deferred income tax asset as recognised 209,608 483,840

    Effect of tax holidays (24,423,891) (41,417,758)

    Income not subject to tax (6,241,498) (9,282,008)

    Income tax of overseas participation in

    profit 1,206,070

    Expenses not deductible for tax purposes - -

    Income tax expenses 36,243,693 44,903,166

    (40) Earning per share

    (a) Earnings per share - basic

    Basic earning’s per share is calculated by dividing the profit attributable to shareholders of the

    Company by the weighted average number of ordinary shares in issue.

    Jan.-Jun.2009 Jan.-Jun.2008

    Consolidated profit attributable to

    shareholders of the Company 200,144,439 330,964,205

    Weighted average number of ordinary

    shares in issue 644,763,730 644,763,730

    Basic earnings per share 0.310 0.513SHENZHEN CHIWAN WHARF HOLDINGS LIMITED

    NOTES TO FINANCIAL STATEMENTS

    FOR THE SIX MONTHS ENDED 30 JUNE 2009

    (All amounts in RMB unless otherwise stated)

    [English translation for reference only]

    - 57 -

    8 Notes to the consolidated financial statements (continued)

    (40) Earning per share(continued)

    (b) Earnings per share - diluted

    The Company had not potential dilutive outstanding equity instruments issued as at 30 June 2009

    and 2008, accordingly the diluted earnings per share are the same as the basic ones.

    (41) Comprehensive income

    Jan.-Jun.2009 Jan.-Jun.2008

    Available-for-sale financial assets

    the market value of the assets

    cause gains/(losses) 910,000 (4,490,000)

    Hedging instrument

    Gains/losses of effective hedging in

    current period - (7,245,666)

    Tax effects on the above-mentioned

    comprehensive income (182,000) 1,296,558

    Total 728,000 (10,439,108)

    Comprehensive income was gains and losses non-recognized by the Company.

    Impact on income tax of Comprehensive income

    Jan.-Jun.2009

    amount

    (before tax)

    Tax effects amount

    (after tax)

    Available-for-sale financial assets 910,000 (182,000) 728,000SHENZHEN CHIWAN WHARF HOLDINGS LIMITED

    NOTES TO FINANCIAL STATEMENTS

    FOR THE SIX MONTHS ENDED 30 JUNE 2009

    (All amounts in RMB unless otherwise stated)

    [English translation for reference only]

    - 58 -

    8 Notes to the consolidated financial statements (continued)

    (42) Notes to consolidated cash flow statements

    (a) Reconciliation from the net profit to the cash flows from operating activities

    Jan.-Jun.2009 Jan.-Jun.2008

    Net profit 291,270,946 483,547,610

    Add: Provisions for assets impairment (651,536) -

    Depreciation of fixed assets 86,971,751 91,053,369

    Amortisation of intangible assets 18,955,407 19,813,578

    Amortisation of long-term prepaid

    expenses 1,977,279 (786,347)

    (Gains)/losses on disposal of fixed assets

    and intangible assets (6,604,694) 328,180

    Losses on scrapping of fixed assets - -

    Finance (income)/expenses 11,625,664 26,733,837

    Investment income (31,207,491) (51,566,710)

    Increase in deferred tax assets 3,181,982 4,026,298

    Increase in inventories 253,052 (3,068,024)

    Increase in operating receivables (59,488,948) (14,389,722)

    (Decrease)/increase in operating payables (22,218,477) (8,791,839)

    Net cash flows from operating activities 294,064,935 546,900,230

    (b) Net increase/(decrease) in cash and cash equivalents

    Jan.-Jun.2009 Jan.-Jun.2008

    Cash at end of year 594,205,455 796,356,248

    Less: cash at beginning of year 641,475,910 781,587,534

    Net (decrease)/increase in cash (47,270,455) 14,768,714SHENZHEN CHIWAN WHARF HOLDINGS LIMITED

    NOTES TO FINANCIAL STATEMENTS

    FOR THE SIX MONTHS ENDED 30 JUNE 2009

    (All amounts in RMB unless otherwise stated)

    [English translation for reference only]

    - 59 -

    8 Notes to the consolidated financial statements (continued)

    (42) Notes to consolidated cash flow statements

    (c) Cash and cash equivalents

    Jan.-Jun.2009 Jan.-Jun.2008

    Cash at bank and on hand

    - Cash on hand 33,900 14,372

    - Cash at bank 592,725,383 795,497,040

    - Other cash balances 1,446,172 844,836

    Cash and cash equivalents 594,205,455 796,356,248

    (d) Disposal subsidiary

    On 5 Jun. 2009(“disposal day”), the Company transferred all equities of Shenzhen Chiwan

    Oriental Logistics Co., Ltd. to CND (Group) Co., Ltd. The financial data of such company on the

    disposal date is bellows:

    Amount

    Disposal price 4,917,694

    Disposal of cash and cash equivalent received 4,917,694

    Less: cash and cash equivalent held by Oriental Logistics (2,955,699)

    Disposal of net cash received 1,961,995

    Total owners' equity of Shenzhen Chiwan Oriental Logistics Co., Ltd.

    Disposal day 31 December 2008

    Current assets 3,599,393 5,286,403

    Non-current assets 3,127,856 2,749,620

    Current liabilities (68,446) (895,265)

    Non-current liabilities - -

    Total 6,658,803 7,140,758

    Revenue、costs and expenses、Profit of Shenzhen Chiwan Oriental Logistics Co., Ltd. From 1 Jan

    2009 to Disposal day is below:

    Amount

    Revenue 420,596

    Less:costs and expenses (902,551)

    Total profit (481,955)

    Less: Income tax (expenses)/ income -

    Net profit (481,955)SHENZHEN CHIWAN WHARF HOLDINGS LIMITED

    NOTES TO FINANCIAL STATEMENTS

    FOR THE SIX MONTHS ENDED 30 JUNE 2009

    (All amounts in RMB unless otherwise stated)

    [English translation for reference only]

    - 60 -

    9 Segment information

    The Company’s management team shall go through the internal report of the Group regularly to

    evaluate operating results of each integral part in the Group and determine resource allocation to

    them. Based on these, business segment is recognized.

    The Company’s management team shall consider the Group’s operating status from the following

    two aspects respectively, i.e., type of business and regions providing business services. In

    business, the management shall make appraisal to business performance of operations such as

    loading and unloading operation, transport operation, agency and other services. Furthermore, the

    management also shall examine and check business performance of agency and other services

    that it is obtained in China mainland and Hong Kong.

    The transfer price between segments shall be determined based on the market price. The

    expenses attributable to each segment indirectly shall be distributed among segments in the light

    of income ratio.

    Segment information for the six months as of 30 June 2009 and as at 30 June 2009

    Load and unload

    operation Transportation Agency service and others Elimination Total

    Revenue 635,163,208 96,370,824 3,015,456 (20,191,348) 714,358,140

    Including: revenue from

    external customers 635,163,208 76,179,476 3,015,456 - 714,358,140

    Inter-segment revenue - 20,191,348 - (20,191,348) -

    Operating expenses 347,593,293 75,123,827 2,787,080 (20,191,348) 405,312,852

    Segment profit 287,569,915 21,246,997 228,376 - 309,045,288

    Less: unallocated

    expenses

    (20,224,001)

    Add: share of profit of

    associates 28,826,272 (3,148,222) 25,678,050

    Add: other investment

    income 5,529,442 5,529,442

    Operating profit 316,396,187 21,246,997 2,609,596 320,028,779

    Segment assets 4,548,380,262 225,314,065 162,312,566 (34,723,702) 4,901,283,191

    Including: investment in

    associates 326,893,518 -

    148,008,555

    474,902,073

    Add: unallocated assets 282,742,381

    Total assets 4,548,380,262 225,314,065 162,312,566 (34,723,702) 5,184,025,572

    Segment liabilities 252,817,033 19,200,608 26,380,187 (34,723,702) 263,674,126

    Add: unallocated liabilities 1,627,861,244

    Total liabilities 252,817,033 19,200,608 26,380,187 (34,723,702) 1,891,535,370

    Depreciation and

    amortization 95,982,414 11,690,723 231,300 107,904,437

    Loss on asset impairment (651,536) - - (651,536)

    Capital expenditures 122,360,603 11,070,666 1,267,353 134,698,622SHENZHEN CHIWAN WHARF HOLDINGS LIMITED

    NOTES TO FINANCIAL STATEMENTS

    FOR THE SIX MONTHS ENDED 30 JUNE 2009

    (All amounts in RMB unless otherwise stated)

    [English translation for reference only]

    - 61 -

    9 Segment information(continued)

    Segment information for the six months as of 30 June 2008 and as at 30 June 2008

    Load and unload

    operation

    Transportation Agency service and others Elimination Total

    Revenue 895,598,498 103,697,291 3,945,316 (27,260,654) 975,980,451

    Including: revenue from

    external customers 895,598,498 76,436,637 3,945,316 975,980,451

    Inter-segment revenue 27,260,654 (27,260,654) -

    Operating expenses 408,346,997 74,733,461 2,862,104 (27,260,654) 458,681,908

    Segment profit 487,251,501 28,963,830 1,083,212 - 517,298,543

    Less: unallocated

    expenses (39,297,900)

    Add: share of profit of

    associates 55,150,736 - (3,584,026)- - 51,566,710

    Add: other investment

    income - - - - -

    Operating profit 542,402,237 28,963,830 (2,500,814) - 529,567,353

    Segment assets 4,933,039,541 252,024,127 187,897,738 (72,557,303) 5,300,404,103

    Including: investment

    in associates 310,890,382 -

    156,504,502

    - - 467,394,884

    Add: unallocated assets 179,966,034

    Total assets 4,933,039,541 252,024,127 187,897,738 (72,557,303) 5,480,370,137

    Segment liabilities 299,476,736 29,926,771 40,440,666 (72,557,303) 297,286,870

    Add: unallocated

    liabilities 2,002,469,773

    Total liabilities 299,476,736 29,926,771 40,440,666 (72,557,303) 2,299,756,643

    Depreciation and

    amortization 99,300,253 10,710,186 70,161 110,080,600

    Loss on asset

    impairment - - - -

    Capital expenditures 123,563,200 31,622,419 1,477,201 156,662,820SHENZHEN CHIWAN WHARF HOLDINGS LIMITED

    NOTES TO FINANCIAL STATEMENTS

    FOR THE SIX MONTHS ENDED 30 JUNE 2009

    (All amounts in RMB unless otherwise stated)

    [English translation for reference only]

    - 62 -

    9 Segment information(continued)

    For the six months as of 30 June 2009, total revenue of foreign transaction obtained by the Group

    from China mainland, other areas and countries, and the Group’s total non-current assets except

    for financial assets and deferred income tax assets in China mainland, other areas and countries

    as at 30 June 2009 are as follows:

    2009 2008

    For the six months

    ended 30 June 2009

    30 June 2009 For the six months

    ended 30 June 2008

    30 June 2008

    Revenue Non-current assets Revenue Non-current assets

    Mainland PRC 712,912,982

    4,007,713,349 974,543,367

    4,042,259,073

    Hong Kong 1,445,158

    326,915,675 1,437,084

    310,781,800

    Total 714,358,140 4,334,629,024 975,980,451 4,353,040,873

    Total operating revenue of labor from the top five clients come down loading and unloading

    business is RMB 447,313,484, accounting for 62.6% of total revenue of the Group.

    10 Related parties and related party transactions

    (1) The parent company and subsidiaries

    The general information of the subsidiaries is set out in Note 7.

    (a) General information of the parent company

    Place of registration Nature of business

    Nanshan Group Shenzhen

    Land development, port service and transportation,

    industry and commerce, tour, real estate and others

    (b) Registered capital and changes in registered capital of the parent company

    31 December 2008

    Current year

    additions

    Current year

    decreases 30 June 2009

    Nanshan Group 500,000,000 - - 500,000,000

    (c) The proportion of interests and voting rights in the Company held by the parent company

    30 June 2009 31 December 2008

    % interest held % voting rights % interest held % voting rights

    Nanshan Group 57.51% 57.51% 57.51% 57.51%SHENZHEN CHIWAN WHARF HOLDINGS LIMITED

    NOTES TO FINANCIAL STATEMENTS

    FOR THE SIX MONTHS ENDED 30 JUNE 2009

    (All amounts in RMB unless otherwise stated)

    [English translation for reference only]

    - 63 -

    10 Related parties and related party transactions(continued)

    (2) Nature of related parties that do not control or are not controlled by the company

    Name of related party Relationship with the Group

    China Petroleum Supply Base Co. Ltd (“CPSB”) a fellow subsidiary of the Company

    Shenzhen Chixiao Engineering Construction Co. Ltd

    (“Chixiao Engineering”)

    a fellow subsidiary of the Company

    Shenzhen Haiqin Engineering Supervision Co. Ltd

    (“Haiqin Engineering”)

    a subsidiary of the shareholder of the

    parent company

    SMW, SMP and SMT (“Mawan companies”) Indirect associates of the Company, and

    common key management personnel

    with the Company

    Shenzhen Cyber-harbour Network Co., Ltd Associate of the Company

    MPIL Indirect associate of the Company

    Shenzhen Nantian Oilmills Company (“Nantian Oilmills”) Common key management personnel

    with the Company

    Shenzhen Southsea Grains Industries Limited

    (“Southsea Grains”)

    Common key management personnel

    with the Company

    (3) Related party transactions – Between the Group and related parties

    (a) Expenses for operating lease

    The related parties’ pricing policies on lease of container yards and office land from Nanshan

    Group and CPSB are based on negotiation.

    Jan.-Jun.2009 Jan.-Jun.2008

    Nanshan Group

    22,930,453 18,384,284

    CPSB

    843,347 758,737

    23,773,800 19,143,021

    For the six months ended 30 June 2009, the operating lease payment to related parties accounted

    for 65.97%of total operating lease payment (Jan.-Jun. 2008: 54.58%).SHENZHEN CHIWAN WHARF HOLDINGS LIMITED

    NOTES TO FINANCIAL STATEMENTS

    FOR THE SIX MONTHS ENDED 30 JUNE 2009

    (All amounts in RMB unless otherwise stated)

    [English translation for reference only]

    - 64 -

    10 Related parties and related party transactions(continued)

    (3) Related party transactions – Between the Group and related parties(continued)

    (b) Services received

    The related parties’ pricing policies on services received are based on negotiation.

    Jan.-Jun.2009 Jan.-Jun.2008

    Amount % of total services Amount % of total services

    Nantian Oilmills - Load and unload service 1,732,222 7.72% - -

    Shenzhen Cyber-harbour Network Co., Ltd -

    network service 2,150,750 100% 2,936,218 100%

    3,882,972 2,936,218

    (c) Services provided

    Jan.-Jun.2009 Jan.-Jun.2008

    Amount % of total services Amount % of total services

    Mawan companies – road transportation 6,530,811 14.65% 8,877,003 13.66%

    Nantian Oilmills - load and unload service 6,814,345 1.18% 5,717,918 0.64%

    Southsea Grains - load and unload service 917,761 0.15% 1,456,454 0.16%

    Southsea Grains - leasing 1,980,355 27.29% 1,828,020 23.47%

    16,243,272 17,879,395

    (d) Loan

    Interest rates of loans from Nanshan Group are determined based on the market interest rate.

    Jan.-Jun.2009 Jan.-Jun.2008

    Nanshan Group

    - long-term loans obtained from

    - -

    - short-term loans repaid

    - -

    - long-term borrowing repaid

    - (9,364,000)

    In March 2008, the Company repaid the long-term loan of HKD 10,000,000 obtained from

    Nanshan Group in 2007. Related interest expense paid for the six months ended 30 June 2008

    was HKD 5,258,466 with annual interest rate of 4.5%.SHENZHEN CHIWAN WHARF HOLDINGS LIMITED

    NOTES TO FINANCIAL STATEMENTS

    FOR THE SIX MONTHS ENDED 30 JUNE 2009

    (All amounts in RMB unless otherwise stated)

    [English translation for reference only]

    - 65 -

    10 Related parties and related party transactions(continued)

    (3) Related party transactions – Between the Group and related parties(continued)

    (e) Transfer equities

    On 5 Jun. 2009, the Company transferred all equities of Shenzhen Chiwan Oriental Logistics Co.,

    Ltd. to CND (Group) Co., Ltd. The financial data refer to Notes8(42).(d).

    (4) Receivables from and payables to related parties – for the Group

    (a) Accounts receivable

    30 June 2009 31 December 2008

    Southsea Grains 1,138,810 1,141,401

    Mawan companies 944,021 1,046,835

    Nantian Oilmills 1,989,290 972,527

    4,072,121 3,160,763

    As at 30 June 2009, the Group’s accounts receivable from related parties accounted for 2.0% of

    total accounts receivable balances (2008: 2.2%).

    (b) Long-term receivables

    30 June 2009 31 December 2008

    MPIL(Note8(7)) 184,039,141 184,039,141

    As at 30 June 2009, the Group’s long-term receivables from related parties accounted for 100% of

    total long-term receivable balances (2008: 100%).

    (c) Accounts payable

    30 June 2009 31 December 2008

    Nanshan Group 4,431,038 4,466,812

    Haiqin Engineering 228,407 986,807

    Nantian Oilmills 604,639 -

    5,264,084 5,453,619

    As at 30 June 2009, the Group’s aaccounts payable to related parties accounted for 10.4% of total

    accounts payable balances (2008: 9.3%).SHENZHEN CHIWAN WHARF HOLDINGS LIMITED

    NOTES TO FINANCIAL STATEMENTS

    FOR THE SIX MONTHS ENDED 30 JUNE 2009

    (All amounts in RMB unless otherwise stated)

    [English translation for reference only]

    - 66 -

    10 Related parties and related party transactions(continued)

    (4) Receivables from and payables to related parties – for the Group(continued)

    (d) Other payables

    30 June 2009 31 December 2008

    Mawan companies (a) 622,441 1,690,316

    Nanshan Group 351 7,215

    622,792 1,697,531

    As at 30 June 2009, the Group’s payable to related parties accounted for 0.6% of total other

    payables balances (2008: 1.6%).

    (a) The Company cooperates with Mawan companies in marketing promotion activities. Some common

    expenses incurred in the cooperation are allocated to both parties based on certain reasonable

    criteria. For those payments and receipts made on behalf, the Company and Mawan companies

    recorded the amounts in other receivables or other payables.

    (5) Related party transactions – between the Company and subsidiaries

    (a) Rental paid to subsidiaries

    The price of operating lease of machinery and equipments from subsidiaries are determined by

    negotiation.

    Jan.-Jun.2009 Jan.-Jun.2008

    CCT 322,800 520,000

    (b) Services received from subsidiaries

    The pricing policies on services received from subsidiaries are based on negotiation.

    Jan.-Jun.2009 Jan.-Jun.2008

    Shenzhen Chiwan Transportation Company Limited 1,080,385 2,229,291SHENZHEN CHIWAN WHARF HOLDINGS LIMITED

    NOTES TO FINANCIAL STATEMENTS

    FOR THE SIX MONTHS ENDED 30 JUNE 2009

    (All amounts in RMB unless otherwise stated)

    [English translation for reference only]

    - 67 -

    10 Related parties and related party transactions(continued)

    (5) Related party transactions – between the Company and subsidiaries(continued)

    (c) Guarantee provided

    Jan.-Jun.2009 Jan.-Jun.2008

    Chiwan Wharf Holding (H.K.) Limited 202,400,000 -

    CCT 38,720,000 -

    241,120,000 -

    (6) Amounts due to/from subsidiaries – the Company

    (i) Other Receivables

    30 June 2009 31 December 2008

    Short-term loans to subsidiaries (a)

    Shenzhen Chiwan Shipping and

    Transportation Company Limited 47,408,776 47,408,776

    Shenzhen Chiwan Harbour Container

    Company Limited 25,000,000 40,000,000

    Shenzhen Chiwan Transportation

    Company Limited 7,000,000 10,000,000

    Shenzhen Chiwan Trains-Grains

    Terminal Company Limited - 5,000,000

    Shenzhen Chiwan International Freight

    Agency Company Limited 1,060,000 1,060,000

    Shenzhen Chiwan Terminal Company

    Limited 45,000,000 -

    125,468,776 103,468,776

    Others

    Chiwan Wharf Holdings (H.K.) Limited 12,671,360 12,563,868

    Shenzhen Chiwan Shipping and

    Transportation Company Limited - 8,238,396

    Shenzhen Chiwan Terminal Company

    Limited - 8,000,000

    Shenzhen Chiwan Trains-Grains

    Terminal Company Limited - -

    12,671,360 28,802,264

    138,140,136 132,271,040SHENZHEN CHIWAN WHARF HOLDINGS LIMITED

    NOTES TO FINANCIAL STATEMENTS

    FOR THE SIX MONTHS ENDED 30 JUNE 2009

    (All amounts in RMB unless otherwise stated)

    [English translation for reference only]

    - 68 -

    10 Related parties and related party transactions(continued)

    (6) Amounts due to/from subsidiaries – the Company(continued)

    (a) The interest rates of short loans to subsidiaries are set based on market interest rate.

    (ii) Long-term receivables

    30 June 2009 31 December 2008

    Dongguan Chiwan Wharf Company

    Limited 135,000,000 135,000,000

    Shenzhen Chiwan Transportation

    Company Limited 18,223,794 18,223,794

    Chiwan Wharf Holdings (H.K.) Limited

    11,004,285 11,004,285

    Shenzhen Chiwan Harbour Container

    Company

    Limited - -

    Shenzhen Chiwan Shipping and

    Transportation Company Limited - -

    164,228,079 164,228,079

    The above long-term receivables are the amounts excess contribution made by the Company over

    the registered capital of respective subsidiaries.

    11 Events after the balance sheet date

    As approved by the 6th Board of Directors at the 4th Session for 2009, on 27 Aug. 2009, the

    Company gave consent to transfer the assets related to container overland transportation

    business of Shenzhen Chiwan Transportation Company Limited (the subsidiary of the Company)

    to Shenzhen Chiwan Oriental Logistics Co., Ltd. (the affiliated company of the Company) at the

    transfer pricing of RMB 21.48 million, namely the assets evaluated value on 30 June 2009. The

    said assets transfer has little influence on financial data of the Group.SHENZHEN CHIWAN WHARF HOLDINGS LIMITED

    NOTES TO FINANCIAL STATEMENTS

    FOR THE SIX MONTHS ENDED 30 JUNE 2009

    (All amounts in RMB unless otherwise stated)

    [English translation for reference only]

    - 69 -

    12 Net profit after extraordinary gains and losses

    Jan.-Jun.2009 Jan.-Jun.2008

    Net profit 291,270,946

    483,547,610

    Plus: Net losses/(gains) on disposal of

    non-current (6,604,694)

    328,170

    Less: Other non-operating expenses-net (881,166)

    788,407

    Tax effects on extraordinary gain and

    losses 1,390,265

    (155,203)

    Net profit before extraordinary gain to losses 285,175,351

    484,508,984

    - Attributable to Shareholder of the company 194,446,830 331,758,107

    - Minority interests 90,728,521 152,750,877

    The basis of preparation of net profit before extraordinary gains and losses reconciliation.

    According to the Interpretation Bulletin on Information Disclosure by Public Companies No [2008]

    1 – Extraordinary gains and losses, extraordinary gain and losses are the gain and losses resulted

    from the transactions/events which are not incurred by the operation of the entity, or, though

    incurred by the operation, the nature, amounts or the frequency of such transactions/events will

    lead to a misleading presentation of the normal performance and profitability of the operation of

    the entity.

    13 Notes to the Company’s financial statements

    (1) Accounts receivable and other receivables

    (a) Accounts receivable

    31 December 2008 30 June 2009

    Accounts receivable 11,990,287 15,028,435

    Current year

    additions

    Current year

    reversals

    Less: provision for bad debts (651,536) - (651,536) -

    11,338,751 15,028,435SHENZHEN CHIWAN WHARF HOLDINGS LIMITED

    NOTES TO FINANCIAL STATEMENTS

    FOR THE SIX MONTHS ENDED 30 JUNE 2009

    (All amounts in RMB unless otherwise stated)

    [English translation for reference only]

    - 70 -

    13 Notes to the Company’s financial statements(continued)

    (1) Accounts receivable and other receivables (continued)

    (a) Accounts receivables (continued)

    The ageing of accounts receivable and related provisions for bad debts are analysed below:

    30 June 2009 31 December 2008

    Amount

    % of total

    balance

    Provision for

    bad debts Amount

    % of total

    balance

    Provision for

    bad debts

    Within 1 year 15,028,435 100% - 11,793,715 98.4% (454,964)

    1 to 2 years - - - 196,572 1.6% (196,572)

    Over 3 years - - - - - -

    15,028,435 100% - 11,990,287 100% (651,536)

    Accounts receivable are analysed by customer’s categories as follows:

    30 June 2009 31 December 2008

    Amount

    % of total

    balance

    Provision for

    bad debts proportion Amount

    % of total

    balance

    Provision for

    bad debts proportion

    Receivables that are

    individually significant

    11,325,645 75.4% - - 6,792,486 56.6% - -

    Others 3,702,790 24.6% - - 5,197,801 43.4% (651,536) 12.5%

    15,028,435 100% - - 11,990,287 100% (651,536) 5.4%

    The managements categorized the top five of accounts receivable in “receivables that are

    individually significant”. They are all aged within one year and the management considered no

    provision for bad debts is needed.

    (b) Other receivables

    31 December 2008 30 June 2009

    Loans to subsidiaries 103,468,776 125,468,776

    Others 31,103,000 17,267,774

    134,571,776 142,736,550

    Current year

    additions

    Current year

    reversals

    Less: provision for bad debts (1,613,795) - - (1,613,795)

    132,957,981 141,122,755SHENZHEN CHIWAN WHARF HOLDINGS LIMITED

    NOTES TO FINANCIAL STATEMENTS

    FOR THE SIX MONTHS ENDED 30 JUNE 2009

    (All amounts in RMB unless otherwise stated)

    [English translation for reference only]

    - 71 -

    13 Notes to the Company’s financial statements(continued)

    (1) Accounts receivable and other receivables (continued)

    (b) Other receivables(continued)

    The ageing of receivables and related provisions for bad debts are analysed below:

    30 June 2009 31 December 2008

    Amount

    % of total

    balance

    Provision for

    bad debts Amount

    % of total

    balance

    Provision for

    bad debts

    Within 1 year 128,119,577 89.8% - 132,808,125 98.7% -

    1 to 2 years 966,858 0.7% - 76,063 0.1% (7,606)

    2 to 3 years 76,063 0.1% (7,606) 439,351 0.3% (437,951)

    Over 3 year 13,574,052 9.4% (1,606,189) 1,248,237 0.9% (1,168,238)

    142,736,550 100% (1,613,795) 134,571,776 100% (1,613,795)

    Other receivables as analysed by customer’s categories as follows:

    30 June 2009 31 December 2008

    Amount

    % of total

    balance

    Provision for

    bad debts proportion Amount

    % of total

    balance

    Provision for

    bad debts proportion

    Receivables that

    are individually

    significant

    138,140,136 96.8% - - 126,211,040 93.8% - -

    Others 4,596,414 3.2% (1,613,795) 35.1% 8,360,736 6.2% (1,613,795) 19.3%

    142,736,550 100% (1,613,795) 1.1% 134,571,776 100% (1,613,795) 1.2%

    The management categorized the top five of other receivables in “receivables that are individually

    significant”.

    The Company did not have any balances which were due from parties having 5% or above

    shareholdings in the Company.

    As at 30 June 2009, the aggregate amount of the Company’s five largest other receivables

    balances was RMB 138,140,136 (31 December 2008: RMB 126,211,040), being 96.8% (31

    December 2008: 93.8%) of the total other receivables, all aged within one year.SHENZHEN CHIWAN WHARF HOLDINGS LIMITED

    NOTES TO FINANCIAL STATEMENTS

    FOR THE SIX MONTHS ENDED 30 JUNE 2009

    (All amounts in RMB unless otherwise stated)

    [English translation for reference only]

    - 72 -

    13 Notes to the Company’s financial statements(continued)

    (2) Long-term equity investments

    30 June 2009 31 December 2008

    Subsidiaries (a) 680,088,199 685,088,199

    Associates (b) 148,008,555 154,906,777

    Other long-term equity investments (Note8(8)) 17,037,500 17,037,500

    845,134,254 857,032,476

    Less: provision for impairment loss (Note8(8)) (3,128,300) (3,128,300)

    842,005,954 853,904,176

    As at 30 June 2009, the long-term equity investments of the Company are not subject to restriction

    on conversion into cash or restriction on remittance of investment income.

    (a) Subsidiary companies

    Initial investment

    costs

    Subsequent

    additions 31 December 2008

    Current year

    additions 30 June 2009

    Shenzhen Chiwan Terminal Company

    Limited 47,500,000 - 47,500,000 47,500,000

    Shenzhen Chiwan International Freight

    Agency Company Limited 5,000,000 - 5,000,000 5,000,000

    Shenzhen Chiwan Harbour Container

    Company Limited 15,000,000 55,920,000 70,920,000 70,920,000

    Shenzhen Chiwan Transportation

    Company Limited 7,000,000 - 7,000,000 7,000,000

    Chiwan Wharf Holdings (H.K.) Limited 1,070,000 - 1,070,000 1,070,000

    Shenzhen Chiwan Shipping and

    Transportation Company Limited 6,000,000 - 6,000,000 6,000,000

    Shenzhen Chiwan Trains-Grains

    Terminal Company Limited 33,750,000 - 33,750,000 33,750,000

    Chiwan Container Terminal Company

    Limited 65,201,611 355,821,588 421,023,199 421,023,199

    Shenzhen Chiwan Oriental Logistics

    Company Limited 5,000,000 - 5,000,000 (5,000,000) -

    Dongguan Chiwan Wharf Company

    Limited 15,000,000 62,585,000 65,325,000 65,325,000

    Dongguan Chiwan Terminal Company

    Limited 22,500,000 - 22,500,000 22,500,000

    223,021,611 474,326,588 685,088,199 (5,000,000) 680,088,199SHENZHEN CHIWAN WHARF HOLDINGS LIMITED

    NOTES TO FINANCIAL STATEMENTS

    FOR THE SIX MONTHS ENDED 30 JUNE 2009

    (All amounts in RMB unless otherwise stated)

    [English translation for reference only]

    - 73 -

    13 Notes to the Company’s financial statements(continued)

    (2) Long-term equity investments(continued)

    (b) Associates

    (3) Operating income and operating cost

    Jan.-Jun.2009 Jan.-Jun.2008

    Revenue from main operations 55,333,268 99,331,289

    Revenue from other operations 4,065,659 4,671,155

    59,398,927 104,002,444

    Jan.-Jun.2009 Jan.-Jun.2008

    Cost of main operations 59,376,451 67,933,004

    Cost of other operations 381,723 696,366

    59,758,174 68,629,370

    (a) Revenue and cost from main operations

    Jan.-Jun.2009 Jan.-Jun.2008

    revenue cost revenue cost

    load and unload operation 55,333,268 59,376,451 99,331,289 67,933,004

    Revenue derived from top 5 customers was RMB 20,185,517 in total, which represented 36% of

    the main operation revenue.

    Initial investment

    costs

    31 December 2008

    Current year

    addition

    Share of

    profit of

    associates

    Profit/Cash

    dividends declared

    by associates 30 June 2009

    Shenzhen Cyber-harbour

    Network Co., Ltd

    1,875,000 13,374,530 -- 1,485,854 (3,750,000) 11,110,384

    China Merchants

    Maritime & Logistics

    (Shenzhen) Ltd.

    (Note8(9))

    160,000,000 141,532,247 - (4,634,076) - 136,898,171

    161,875,000 154,906,777 - (3,148,222) (3,750,000) 148,008,555SHENZHEN CHIWAN WHARF HOLDINGS LIMITED

    NOTES TO FINANCIAL STATEMENTS

    FOR THE SIX MONTHS ENDED 30 JUNE 2009

    (All amounts in RMB unless otherwise stated)

    [English translation for reference only]

    - 74 -

    13 Notes to the Company’s financial statements(continued)

    (3) Operating income and operating cost(continued)

    (b) Other revenue and cost

    Jan.-Jun.2009 Jan.-Jun.2008

    revenue cost revenue cost

    Lease income 1,993,822 381,723 1,854,895 359,528

    Containers management fee 985,300 - 1,382,500 -

    Documentation fee 258,789 - 365,444 -

    Sales of materials 223,097 - 251,827 -

    Other logistic services in port 141,435 - 87,285 -

    Others 463,216 - 729,204 336,838

    4,065,659 381,723 4,671,155 696,366

    (4) Investment income

    Jan.-Jun.2009 Jan.-Jun.2008

    Income from available-for-sale financial assets

    Shares of profit or loss of investees under equity

    method accounting (3,148,222) (3,584,026)

    Profit/cash dividends declared by investees

    under cost method accounting 10,151,554 31,462,393

    Interest income for short-term loans to

    subsidiaries 2,522,987 4,823,829

    9,526,319 32,702,196

    14 discontinuing operation

    On 14 May 2009, an Agreement on Equity Transfer was signed between the Company and CND

    (Group) Co., Ltd., in which the Company transferred all equities of Shenzhen Chiwan Oriental

    Logistics Co., Ltd. to CND (Group) Co., Ltd.

    The said transfer has been completed on 5 Jun. 2009. Shenzhen Chiwan Oriental Logistics Co.,

    Ltd. shall no longer be included in the consolidation scope of the Company. The financial data of

    such company on the disposal date has little effect on the Group.

    (For financial information of the part that businesses is terminated, please refer to Note8

    (42) .(d))