Report for the First Quarter of 2012 - Chiwan Wharf Stock code: 000022 /200022 Short form: Chiwan Wharf A/Chiwan Wharf B Announcement Serial No. 2012-015 SHENZHEN CHIWAN WHARF HOLDINGS LIMITED REPORT FOR THE FIRST QUARTER OF 2012 §1 Important Notes 1.1 The Board of Directors, the Supervisory Committee as well as the directors, supervisors and senior management staff of Shenzhen Chiwan Wharf Holdings Limited (hereinafter referred to as “the Company”) hereby confirm that there exists no omission, misstatement, or misleading information in this report, and accept, individually and collectively, the responsibility for the correctness, accuracy and completeness of the contents of this report. 1.2 All Directors, Supervisors and Senior Management Staff agreed with and guaranteed the correctness, accuracy and completeness of the contents of this Report. 1.3 All directors attended the board session for reviewing this report. 1.4 This quarterly Financial Statements was un-audited. 1.5 Chairman of the Board Mr. Zheng Shaoping, as well as Chief Financial Officer Mr. Zhang Jianguo and Financial Manager Ms. Ma Zhihong hereby confirm that the Financial Statements in this report is true and complete. 1.6 This report is written in both English and Chinese. In case of any discrepancy between the two versions, the Chinese version prevails. §2 Company Profile 2.1 Main accounting data and financial highlights Unit: RMB As at 31 Mar. 2012 As at 31 Dec. 2011 +/- (%) Total assets 6,643,366,506 6,540,228,435 1.58% Total equity attributable to equity holders 3,581,296,952 3,467,796,751 3.27% of the Company Shares capital 644,763,730 644,763,730 0.00% Net assets per share attributable to equity 5.554 5.378 3.27% holders of the Company Jan. –Mar. 2012 Jan. –Mar. 2011 +/- (%) Revenue 400,075,076 419,926,079 -4.73% Net profit attributable to equity holders of 113,372,701 127,288,677 -10.93% the Company Net cash flows from operating activities 132,040,260 181,271,709 -27.16% Net cash flows per share from operating 0.205 0.281 -27.05% activities Basic earnings per share 0.176 0.197 -10.66% Diluted earnings per share 0.176 0.197 -10.66% Weighted average return on equity (%) 3.22% 3.78% -0.56% Weighted average return on equity after 3.15% 3.78% -0.63% extraordinary gains and losses (%) 1 Report for the First Quarter of 2012 - Chiwan Wharf Items of extraordinary gains and losses √Applicable □Non-applicable Unit: RMB Items of extraordinary gains and losses Jan. –Mar. 2012 Notes (if applicable) Net gain on disposal of non-current assets 1,198,844 Government grants 369,513 Other non-operating income/(expense), net 1,701,615 Tax effects -212,629 Minority interests effect -711,783 Total 2,345,560 2.2 Total number of shareholders and shares held by top ten shareholders holding shares not subject to trading moratorium as at the end of the reporting period Unit: share Total number of shareholders at 38,599 shareholders ,among which 29,732 being shareholders of A shares and the end of the reporting period 8,867 being shareholders of B shares Top ten shareholders holding shares not subject to trading moratorium Number of tradable Type of shares (A, B, Name of shareholder shares held at the end of H or other) the reporting period CHINA NANSHAN DEVELOPMENT (GROUP) INC. 370,878,000 A shares KEEN FIELD ENTERPRISES LIMITED 53,366,416 B shares CMBLSA RE FTIF TEMPLETON ASIAN GRW FD GTI 5496 47,914,954 B shares GOVERNMENT OF SINGAPORE INV. CORP.- A/C "C" 6,071,192 B shares EMPLOYEES PROVIDENT FUND 3,545,534 B shares OMERS ADMINISTRATION CORPORATION(SC03) 3,238,309 B shares TEMPLETON CANADA EMERGING MKTS FUND 2,671,924 B shares FTIF-TEMPLETON EMERGING MKT SMALLER 2,522,279 B shares COMPANIES FUND TEMPLETON ASIAN GROWTH FUND 2,504,152 B shares CHINA MERCHANTS SECURITIES (HK) CO., LTD. 2,410,643 B shares §3 Significant Events 3.1 Significant changes in major accounting data, financial highlights and reasons for these changes √Applicable □Non-applicable Jan.-Mar. 2012 Jan.-Mar. 2011 +/- +/-(%) Cash paid to purchase fixed assets, (134,916,890) (20,458,240) (114,458,650) 559.47% intangible assets and other long-term assets Payments of taxes and levies (84,153,732) (54,784,366) (29,369,366) 53.61% Cash paid to acquire fixed assets, intangible assets and other long-term assets increased because of the expense on the Berth 13# extension project and the Machong Port project. Payments of taxes and levies increased due to increase of taxes paid in the reporting period. 2 Report for the First Quarter of 2012 - Chiwan Wharf 3.2 Progress of significant events 3.2.1 Non-standard audit opinion □Applicable √Non-applicable 3.2.2 The Company provides funds to the controlling shareholder or its related parties or provides guarantees to external parties in violation of prescribed procedures □Applicable √Non-applicable 3.2.3 Signing and execution of significant contracts concerning routine operation □Applicable √Non-applicable 3.2.4 Other information √Applicable □Non-applicable Internal Control Progress: During the reporting period, the Company organized and carried out the self-evaluation of internal control according to the work plan.Via interview and sampling tests, and according to the previously-set evaluation standards, the Company evaluated the defects found, prepared a defect evaluation summary sheet, and then offered rectification advices. It then, according to the results of its aforesaid work, prepared the 2011 annual internal control self-evaluation report, which was later reviewed and approved at the 3rd Session of the 7th Board of Directors and the 3rd Session of the 7th Supervisory Committee and then disclosed. In the reporting period, the Company engaged PricewaterhouseCoopers China to audit the effectiveness of its 2011 financial reporting internal control. A standard auditor’s report with unqualified opinion was issued by PwC China and later disclosed. The Company has completed the internal control work as scheduled in the 2011 annual internal control work plan, with no difference or delay. 3.3 Special commitments made by the Company, its shareholders and actual controller Commitments in the reporting period or lasted to the reporting period made by the Company, its directors, supervisors, senior executives, shareholders holding over 5% shares, actual controller and other related parties □Applicable √Non-applicable 3.4 Reason of expected significant changes in net profit for the first half of this year compared with the same period of last year □Applicable √Non-applicable 3.5 Other significant events 3.5.1 Securities investment □Applicable √Non-applicable 3.5.2 Particulars about meetings with investors in the reporting period Type of Time Location Means Investors Topics discussed and information provided visitor Topics discussed: Basic information of Conference Merrill operations and investments of the Company Field 30 Jan. 2012 Room of the Institution Lynch(Asia and the financial status of the Company research Company Pacific) Ltd Information provided: Brochure of the Company 3.6 Derivatives investment □Applicable √Non-applicable 3.6.1 Derivatives held as at the end of the reporting period □Applicable √Non-applicable 3 Report for the First Quarter of 2012 - Chiwan Wharf §4 Appendix(See attachments) ( ) 4.1 Balance Sheet 4.2 Income Statement 4.3 Cash Flow Statement 4.4 Auditor’s Report Auditor’s opinion: Un-audited For and on behalf of the Board Zheng Shaoping Chairman Shenzhen Chiwan Wharf Holdings Limited Dated 26 April 2012 4 Report for the First Quarter of 2012 - Chiwan Wharf SHENZHEN CHIWAN WHARF HOLDINGS LIMITED CONSOLIDATED AND COMPANY BALANCE SHEETS AS AT 31 MARCH 2012 (All amounts in RMB Yuan unless otherwise stated) [English translation for reference only] 31-Mar-12 31-Dec-11 31-Mar-12 31-Dec-11 ASSETS Consolidated Consolidated Company Company Current assets Cash at bank and on hand 562,412,735 478,788,943 300,233,574 187,090,694 Notes receivable 1,700,000 - - - Accounts receivable 239,650,018 230,797,003 21,651,507 16,623,725 Advances to suppliers 32,750,296 3,497,668 1,413,228 1,210,724 Interests receivable 418,580 51,667 257,817 206,151 Dividends receivable - - 529,289,881 529,289,881 Other receivables 14,302,376 11,833,877 229,450,682 243,256,537 Inventories 23,754,596 23,500,358 1,048,140 922,921 Other current assets 1,003,913 1,003,913 - - Total current assets 875,992,514 749,473,429 1,083,344,829 978,600,633 Non-current assets Available-for-sale financial 5,860,000 5,690,000 5,860,000 5,690,000 assets Long-term receivables - - 11,004,304 11,004,304 Long-term equity investments 1,452,860,003 1,436,856,420 2,004,776,868 2,002,116,574 Investment properties 34,375,291 34,679,229 26,307,298 26,547,149 Fixed assets 2,477,615,851 2,482,077,688 153,959,309 156,481,155 Construction in progress 497,932,088 517,818,144 614,894 614,894 Disposal of fixed assets 98,027 - - - Intangible assets 1,029,229,565 1,038,926,892 64,761,441 65,552,356 Goodwill 10,858,898 10,858,898 - - Long-term prepaid expenses 61,671,903 62,488,532 5,775,140 5,770,046 Deferred tax assets 54,764,082 59,250,919 28,374,461 29,709,461 Other non-current assets 142,108,284 142,108,284 - - Total non-current assets 5,767,373,992 5,790,755,006 2,301,433,715 2,303,485,939 TOTAL ASSETS 6,643,366,506 6,540,228,435 3,384,778,544 3,282,086,572 5 Report for the First Quarter of 2012 - Chiwan Wharf SHENZHEN CHIWAN WHARF HOLDINGS LIMITED CONSOLIDATED AND COMPANY BALANCE SHEETS AS AT 31 MARCH 2012 (CONTINUED) (All amounts in RMB Yuan unless otherwise stated) [English translation for reference only] LIABILITIES AND 31-Mar-12 31-Dec-11 31-Mar-12 31-Dec-11 OWNERS’ EQUITY Consolidated Consolidated Company Company Current liabilities Short-term borrowings 1,418,830,000 1,418,830,000 584,530,000 584,530,000 Notes payable 5,242,043 8,704,900 5,242,043 7,493,900 Accounts payable 73,823,360 160,112,954 9,936,643 12,225,607 Advances from customers 10,010,405 5,045,311 8,826,384 3,907,291 Employee benefits payable 31,430,679 55,945,867 23,626,545 31,818,160 Taxes payable 85,117,764 121,781,050 (2,012,565) 1,392,629 Interests payable 3,313,356 1,637,790 2,700,667 2,361,250 Dividends payable 365,161,451 365,161,451 - - Other payables 49,740,169 50,809,293 867,490,602 749,075,206 Current portion of non-current 24,951,750 14,951,750 - - liabilities Total current liabilities 2,067,620,977 2,202,980,366 1,500,340,319 1,392,804,043 Non-current liabilities Long-term borrowings 180,000,000 90,000,000 - - Special payable 81,022,994 81,790,541 - - Deferred tax liabilities 1,185,000 1,142,500 1,185,000 1,142,500 Other non-current liabilities 57,075,168 58,250,957 - - Total non-current liabilities 319,283,162 231,183,998 1,185,000 1,142,500 Total liabilities 2,386,904,139 2,434,164,364 1,501,525,319 1,393,946,543 Owners' equity Share capital 644,763,730 644,763,730 644,763,730 644,763,730 Capital surplus 166,353,555 166,226,055 153,565,828 153,438,328 Surplus reserve 421,692,405 421,692,405 421,692,405 421,692,405 Undistributed profits 2,362,094,702 2,248,722,001 663,231,262 668,245,566 Foreign exchange translation (13,607,440) (13,607,440) - - difference Total equity attributable to 3,581,296,952 3,467,796,751 1,883,253,225 1,888,140,029 equity holders of the Company Minority interest 675,165,415 638,267,320 - - Total owners' equity 4,256,462,367 4,106,064,071 1,883,253,225 1,888,140,029 TOTAL LIABILITIES AND 6,643,366,506 6,540,228,435 3,384,778,544 3,282,086,572 OWNERS’ EQUITY 6 Report for the First Quarter of 2012 - Chiwan Wharf SHENZHEN CHIWAN WHARF HOLDINGS LIMITED CONSOLIDATED AND COMPANY INCOME STATEMENTS FOR the Three Months Ended March 31 2012 (All amounts in RMB Yuan unless otherwise stated) [English translation for reference only] Jan.-Mar. 2012 Jan.-Mar. 2011 Jan.-Mar.2012 Jan.-Mar. 2011 Items Consolidated Consolidated Company Company Revenue 400,075,076 419,926,079 41,994,147 43,564,862 Less: cost of sales (173,848,347) (170,438,229) (31,603,295) (28,311,652) Tax and levies on operations (16,195,936) (17,048,042) (1,771,732) (1,888,416) General and administrative (27,795,802) (31,119,872) (7,934,048) (9,969,129) expenses Finance income/(expenses) – net (16,466,125) (12,991,587) (13,512,029) (11,172,345) Asset impairment reversals/(losses) - - - - Add: Investment income 16,003,583 21,963,309 6,128,060 8,526,793 Including: Share of results of 16,003,583 21,963,309 2,660,294 2,490,576 associates Operating profit 181,772,449 210,291,658 (6,698,897) 750,113 Add: Non-operating income 3,407,766 228,164 13,158 172,227 Less: Non-operating expenses (137,794) (42,105) - (493) Including: Loss on disposals of (62,273) (34,068) - (493) non-current assets Total profit 185,042,421 210,477,717 (6,685,739) 921,847 Less: Income tax (expenses)/income (34,771,625) (37,148,700) 1,671,435 376,495 Net profit 150,270,796 173,329,017 (5,014,304) 1,298,342 Attributable to equity holders of the 113,372,701 127,288,677 Company Minority interest 36,898,095 46,040,340 Earnings per share(attributable to equity holders of the Company) Basic earnings per share 0.176 0.197 Diluted earnings per share 0.176 0.197 Other Comprehensive income 127,500 68,400 127,500 68,400 Total Comprehensive income 150,398,296 173,397,417 (4,886,804) 1,366,742 Attributable to equity holders of the 113,500,201 127,357,077 Company Minority interest 36,898,095 46,040,340 7 Report for the First Quarter of 2012 - Chiwan Wharf SHENZHEN CHIWAN WHARF HOLDINGS LIMITED CONSOLIDATED AND COMPANY CASH FLOW STATEMENTS FOR the Three Months Ended March 31 2012 (All amounts in RMB Yuan unless otherwise stated) [English translation for reference only] Jan.-Mar. 2012 Jan.-Mar. 2011 Jan.-Mar.2012 Jan.-Mar. 2011 Items Consolidated Consolidated Company Company 1. Cash flows from operating activities Cash received from rendering of 394,813,329 400,811,721 40,807,707 32,256,203 services Refund of taxes and levies - - - - Cash received relating to other 3,473,107 5,021,751 116,630,847 275,817,357 operating activities Sub-total of cash inflows 398,286,436 405,833,472 157,438,554 308,073,560 Cash paid for goods and services (108,515,640) (99,680,971) (26,955,814) (22,453,558) Cash paid to and on behalf of (61,127,222) (67,001,610) (14,925,842) (16,322,124) employees Payments of taxes and levies (84,153,732) (54,784,366) (2,232,210) (1,864,292) Cash paid relating to other operating (12,449,582) (3,094,816) (89,018,818) (49,272,689) activities Sub-total of cash outflows (266,246,176) (224,561,763) (133,132,684) (89,912,663) Net cash flows from operating activities 132,040,260 181,271,709 24,305,870 218,160,897 2. Cash flows from investing activities Cash received from disposals of - - 103,395,000 72,800,000 investments Cash received from returns on - - 3,467,766 4,192,586 investments Net cash received from disposals of fixed 4,688,320 169,500 - 169,500 assets and intangible assets Sub-total of cash inflows 4,688,320 169,500 106,862,766 77,162,086 Cash paid to purchase fixed assets, (134,916,890) (20,458,240) (4,239,779) (3,078,157) intangible assets and other long-term assets Cash paid relating to others investing - - - (198,000,000) activities Sub-total of cash outflows (134,916,890) (20,458,240) (4,239,779) (201,078,157) Net cash flows from investing activities (130,228,570) (20,288,740) 102,622,987 (123,916,071) 3. Cash flows from financing activities Cash received from borrowings 150,000,000 - 50,000,000 - Sub-total of cash inflows 150,000,000 - 50,000,000 - Cash repayments of borrowings (50,000,000) - (50,000,000) - Cash payments for interest expenses (18,137,898) (10,059,581) (13,735,977) (7,539,908) and distribution of dividends or profits Cash paid relating to other financing (50,000) - (50,000) - activities Sub-total of cash outflows (68,187,898) (10,059,581) (63,785,977) (7,539,908) Net cash flows from financing activities 81,812,102 (10,059,581) (13,785,977) (7,539,908) 4. Effect of foreign exchange rate - - - - changes on cash and cash equivalents 5. Net (decrease)/increase in cash and 83,623,792 150,923,388 113,142,880 86,704,918 cash equivalents Add: Cash and cash equivalents at 478,788,943 781,720,083 187,090,694 494,364,355 beginning of year 6. Cash and cash equivalent at end of this 562,412,735 932,643,471 300,233,574 581,069,273 period 8